Common use of Conditions for Closing Clause in Contracts

Conditions for Closing. The Lender shall not be obligated to disburse the Bridge Loan until the Borrower shall have fulfilled and/or furnished to the Lender, at the Borrower’s own cost and expense, the following conditions (unless waived in writing by Lender): (a) The Loan Documents duly executed by the Borrower and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made and the Security Documents to be placed of record or filed shall have been duly executed and recorded and filed in all appropriate offices and shall constitute a first and prior Lien on the Collateral, subject only to those matters set forth in Section 6.01 of this Agreement and all taxes, fees and charges in connection therewith shall have been paid. (b) Evidence, in form and substance satisfactory to the Lender, that the Aircraft, business and all assets of the Borrower are adequately insured as required by Section 5.04. (c) Payment of the Origination Fee and all reimbursable costs and expenses pursuant to the Loan Documents, together with evidence of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date. (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect to the Borrower and each Guarantor (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. (e) With respect to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined in the International Registry) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of each of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party and (iii) the names, true signatures and incumbency of the members/managers/officers of such Person authorized to execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless and until a later certificate revising the prior certificate has been furnished to the Lender. (j) A certification regarding the beneficial ownership of the Borrower, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.), as amended from time to time, the regulations promulgated thereunder, and any successor statute, in form and substance satisfactory to the Lender. (k) Evidence, in form and substance acceptable to the Lender, that the Borrower has a tangible balance sheet equity of at least twenty percent (20%) on the Closing Date. (l) An opinion of counsel on behalf of the Borrower and the Guarantor, dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (m) An opinion of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (n) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment. (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower shall have executed and delivered all forms, documentation and information necessary for the establishment of the Cash Collateral Account at Lender, and shall have funded the Cash Collateral into the Cash Collateral Account (either prior to the Closing Date or contemporaneously therewith). (q) Such other instruments, documents, certificates, assurances and opinions as may be set forth in the preliminary closing checklist delivered to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above in this Section 4.01 shall be satisfactory in form, content and substance to the Lender.

Conditions for Closing. 3.1 The Lender obligations of the Buyers to consummate the transactions contemplated by this Agreement shall not be obligated to disburse the Bridge Loan until the Borrower shall have fulfilled and/or furnished subject to the Lenderfulfillment, at or waiver by the Borrower’s own cost and expense, Buyers (in their sole discretion) in writing of the following conditions precedent (unless waived in writing by Lender):the “Conditions”) prior to the Closing: (a) The Loan Documents duly executed each of the Warranties made by the Borrower Sellers in this Agreement shall be true and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made and the Security Documents to be placed of record or filed shall have been duly executed and recorded and filed correct in all appropriate offices and shall constitute a first and prior Lien on respects as of the Collateral, subject only to those matters set forth in Section 6.01 date of this Agreement and all taxes, fees and charges in connection therewith shall have been paid.as of the Closing Date as if made on the Closing Date; (b) Evidenceeach of the Sellers shall have performed or complied with all agreements, obligations and covenants contained in form and substance satisfactory this Agreement that are required to be performed or complied with by each of the Sellers prior to the Lender, that the Aircraft, business and all assets of the Borrower are adequately insured as required by Section 5.04.Closing; (c) Payment there shall be no proceedings pending, or threatened, against any of the Origination Fee and all reimbursable costs and expenses pursuant to the Loan Documents, together with evidence of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date. (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect to the Borrower and each Guarantor (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. (e) With respect to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined in the International Registry) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of each of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party and (iii) the names, true signatures and incumbency of the members/managers/officers of such Person authorized to execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless and until a later certificate revising the prior certificate has been furnished to the Lender. (j) A certification regarding the beneficial ownership of the Borrower, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.), as amended from time to timeBuyers, the regulations promulgated thereunder, and any successor statute, in form and substance satisfactory to Sellers or the Lender. (k) Evidence, in form and substance acceptable to the Lender, that the Borrower has a tangible balance sheet equity Company arising out of at least twenty percent (20%) on the Closing Date. (l) An opinion of counsel on behalf of the Borrower and the Guarantor, dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (m) An opinion of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (n) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment. (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower shall have executed and delivered all forms, documentation and information necessary for the establishment of the Cash Collateral Account at Lender, and shall have funded the Cash Collateral into the Cash Collateral Account (either prior to the Closing Date or contemporaneously therewith). (q) Such other instruments, documents, certificates, assurances and opinions as may be set forth in the preliminary closing checklist delivered to the Borrower in connection with this Agreement or its subject matter (including, without limitation, its validity, formation at issue, effect, interpretation, performance or termination); (d) all authorization and consents of any governmental authority, and any permits in connection with the Closing as contemplated under this Agreement, shall have been duly obtained and effective as of the Closing Date; including but not limited to the completion of the following: (i) the approval of the transactions contemplated under this Agreement with the local MOC (including Circular 10 approval); and (ii) the registration of the transfer of the Acquired Equity Interests from Sellers to the Buyers with the local AIC. (e) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which (i) is in effect and (ii) has the effect of making the transfer of the Acquired Equity Interests to the Buyers illegal or otherwise prohibiting or preventing the transfer of the Acquired Equity Interests or of the transactions contemplated under this Agreement; (f) the delivery of necessary documents for the Closing, including but not limited to the copies of the documents listed under Articles 3.1, Article 6.2.1 and the duly executed Agreement; (g) the due execution of a joint venture contract (the “JV Contract”) between the Seller and the Buyers substantially in the form and substance of Schedule 3 attached hereto; and an agreed articles of association (the “AOA”) of the Company substantially in the form and substance of Schedule 4 attached hereto; (h) there has not occurred between the date of this Agreement and the Closing Date any Event that has a Material Adverse Effect; (i) the Company has duly obtained certain certificates, approvals and registrations as listed in Schedule 5, on terms acceptable and to the satisfaction of the Buyers (the “Specific Permits”); (j) the due execution and delivery of a capital increase agreement (the “Capital Increase Agreement”) between Yiyuan and the Buyers substantially in the form and substance as listed in Schedule 6, including the completion of the related registration of such capital increase by providing a copy of the approval letter issued by the relevant authorities; (k) a board resolution of the Joint Venture Company approving the capital increase under the Capital Increase Agreement and the execution of the Capital Increase Agreement; (l) a consent letter from Qingdao branch of Bank of Communication (the “Lender”) in a form and substance as listed in Schedule 7, which provides consent to the Company for the consummation of the transactions contemplated under this Agreement in accordance with the loan agreements between the Lender shall reasonably and the Company dated October 28, 2014 and January 20, 2015; (m) official letters from the local environmental, market supervisory and land use right authorities, in a form and substance as listed in Schedule 8, in which such authorities ensure that the Company can continue with its operation; (n) a written confirmation with the supporting documents from Seller that the transactions contemplated in this Agreement does not require to evidence and secure any approval from the LoanChinese Antitrust authority, i.e., the MOC, to comply the satisfaction of the Buyers as listed in Schedule 9; (o) a letter jointly executed by Jishang Real Estate Co., Ltd (the “Jishang”) and Ruiyuandingshi Investment Co., Ltd (the “Ruiyuandingshi”) (in a form and substance as listed in Schedule 10), where Jishang and Ruiyuandingshi each waives any of its right in the equity interest and any other interest in the Company and any prior agreement it executed with any of the provisions hereof Sellers or the Company with respect to the equity transfer of the Company, and shall have no claim against any of the Sellers, the Company or the Buyers (“Waiver Letter”); and (p) The Company has completed the renewal of China Compulsory Certification as listed in Schedule 11 (the valid term at least until December 31, 2017). 3.2 The obligations of each of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, or written waiver by each of the Sellers (in its sole discretion) of such of the following conditions precedent prior to the Closing: (a) each of the warranties made by the Buyers in Article 8 of this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as if made on the Closing Date; (b) the Buyers shall have performed or complied with all agreements, obligations and covenants contained in this Agreement that are required to be performed or complied with by the Buyers prior to the Closing; (c) there shall be no proceedings pending, or threatened, against the Buyers, the Sellers and the requirements Company arising out of regulatory authorities to or in connection with this Agreement or its subject matter (including its validity, formation at issue, effect, interpretation, performance or termination) or any transaction contemplated by this Agreement, that, if adversely determined against such person, would have any impact on the Company’s Business in any aspect; and (d) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order (whether temporary, preliminary or permanent) which (i) is in effect and (ii) has the Lender is subject, all effect of which, including those referred to above in this Section 4.01 shall be satisfactory in form, content and substance making the transfer of the Acquired Equity Interests to the LenderBuyers illegal or otherwise prohibiting or preventing consummation of the transaction contemplated under this Agreement.

Conditions for Closing. The Lender Closing shall not be obligated to disburse the Bridge Loan until the Borrower shall have fulfilled and/or furnished to the Lender, at the Borrower’s own cost and expense, take place within two Business Days after satisfaction of the following conditions (unless waived collectively, the “Conditions”), provided, that Infinity Capital shall have the right at any time to waive the conditions set forth in writing by Lender):Section 2.3 (c), (d) and (e). Each of the parties shall use its respective commercially reasonable efforts to satisfy the conditions to its obligations hereunder and to cause its representations and warranties to remain true and correct in all material respects as of the Closing. (a) The Loan Documents duly executed by the Borrower Company at its Shareholders General Meeting has passed a resolution under Section 81 (1A) of the Companies Act, 1956 approving the issue and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made and allotment of the Security Documents Subscribed Shares to be placed of record or filed shall have been duly executed and recorded and filed in all appropriate offices and shall constitute a first and prior Lien Infinity Capital on the Collateral, subject only to those matters set forth terms contained in Section 6.01 of this Agreement and all taxes, fees and charges in connection therewith shall have been paid.(the “Shareholder Resolution”); (b) Evidence, in form the Company has obtained the requisite approval from the Central Government (Foreign Investment Promotion Board) for issue and substance satisfactory allotment of Subscribed Shares to the Lender, that the Aircraft, business and all assets of the Borrower are adequately insured as required by Section 5.04.Infinity Capital; (c) Payment the Company shall have delivered and Infinity Capital shall have received an opinion of counsel addressed to Infinity Capital and dated as of the Origination Fee and all reimbursable costs and expenses pursuant to Closing, substantially in the Loan Documents, together with evidence form of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date.Exhibit C; (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy all the covenants and taxes) with respect agreements set forth in this Agreement to be performed by the Borrower and each Guarantor (at Company on or before the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that Closing shall have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date.performed in all material respects; (e) With respect to the Aircraft, (i) an FAA the representations and International Registry lien warranties made by the Company in this Agreement shall have been true and title search acceptable to correct in all material respects when made and as of the Lender, Closing and (ii) a copy the Company shall deliver an executed officer’s certificate to that effect; provided, however, that the Condition set forth in clause (i) shall be deemed to be satisfied notwithstanding the failure of Aircraft Registration Certificate, (iii) lien any representation to be true and title searches correct in all material respects as of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined Closing in the International Registry) and appointed an administrator and a professional registry user entityevent that such failure results from any action, in form and substance satisfactory to event or occurrence beyond the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy control of the airframe, engine, and avionics maintenance programsCompany. (f) Copies no court or governmental or regulatory authority of all competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any order which is in effect and makes SV 481355.2 illegal or prohibits the consummation of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of each of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person transactions contemplated by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party and (iii) the names, true signatures and incumbency of the members/managers/officers of such Person authorized to execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless and until a later certificate revising the prior certificate has been furnished to the Lender. (j) A certification regarding the beneficial ownership of the Borrower, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.), as amended from time to time, the regulations promulgated thereunder, and any successor statute, in form and substance satisfactory to the Lender. (k) Evidence, in form and substance acceptable to the Lender, Agreement; provided that the Borrower has a tangible balance sheet equity of at least twenty percent (20%) on the Closing Date. (l) An opinion of counsel on behalf of the Borrower and the Guarantor, dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (m) An opinion of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (n) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment. (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower Company shall have executed and delivered all forms, documentation and information necessary for used reasonable efforts to obtain the establishment removal of any order if such order is against the Cash Collateral Account at Lender, and shall have funded the Cash Collateral into the Cash Collateral Account (either prior to the Closing Date or contemporaneously therewith)Company. (q) Such other instruments, documents, certificates, assurances and opinions as may be set forth in the preliminary closing checklist delivered to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above in this Section 4.01 shall be satisfactory in form, content and substance to the Lender.

Conditions for Closing. The Lender shall not be obligated to disburse the Bridge Loan until the Borrower shall have fulfilled and/or furnished to the Lender, at the Borrower’s own cost and expense, the following conditions (unless waived in writing by Lender):shall be satisfied on or prior to Closing: (a) The Loan Documents duly executed by the each Borrower and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made and the Security Documents to be placed of record or filed shall have been duly authorized, executed and recorded and filed in all appropriate offices and shall constitute a first and prior Lien on the Collateral, subject only to those matters set forth in Section 6.01 of this Agreement and all taxes, fees and charges in connection therewith shall have been paid. (b) Evidence, in form and substance satisfactory delivered to the Lender, that the Aircraft, business and all assets of the Borrower are adequately insured as required by Section 5.04. (c) Payment of the Origination Fee and all reimbursable costs and expenses pursuant to the Loan Documents, together with evidence of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date. (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect to the Borrower and each Guarantor (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. (e) With respect to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined in the International Registry) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of Administrative Agent each of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party and each such Loan Document shall constitute a legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms; (iiib) each Borrower shall have delivered to the names, true signatures and incumbency Administrative Agent: (i) a certified copy of its Organic Documents, (ii) a certified copy of the members/managers/officers of such Person authorized resolutions authorizing it to enter into, execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless party and until to perform its obligations thereunder; (iii) a later certificate revising the prior certificate has been furnished as to the Lender.incumbency of its officers signing the Loan Documents to which it is a party; and (jiv) A certification regarding a certificate of status, good standing or like certificate with respect to such Borrower issued by the beneficial ownership appropriate government officials of the Borrower, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.), as amended from time to time, the regulations promulgated thereunder, and any successor statute, in form and substance satisfactory to the Lender.jurisdiction of its incorporation; (kc) Evidencethere shall have been no Material Adverse Change since March 31, in form and substance acceptable to the Lender, that the Borrower has a tangible balance sheet equity of at least twenty percent (20%) on the Closing Date.2004; (ld) An opinion no Default or Event of counsel on behalf of the Borrower Default shall have occurred and the Guarantor, dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion.be continuing; (me) An opinion of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (n) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment. (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower shall have executed and delivered all formsto the Administrative Agent a confirmation of its Guarantee; (f) opinions of Borrowers' Counsel, documentation and information necessary for substantially in the establishment form of Schedule O, shall have been delivered to the Administrative Agent; (g) none of the Cash Collateral Account at Lenderundertaking, property or assets of any of the Borrowers shall be subject to any Liens other than (i) Permitted Encumbrances or (ii) Liens with respect to which the Administrative Agent shall have received satisfactory evidence of the repayment of the underlying obligation and fully executed discharges and releases thereof, and each of the Borrowers shall have funded the Cash Collateral into the Cash Collateral Account (either prior delivered to the Closing Date Administrative Agent a Permitted Encumbrance Certificate if any of the undertaking, property or contemporaneously therewith).assets of such Borrower is subject to any Liens; (qh) Such the Borrowers shall have paid all fees and expenses relating to the Facility provided for in this Agreement as set out in Section 2.14 and any other instrumentsLoan Document, documents, certificates, assurances to the extent then owing; and (i) all amounts owing by the Borrowers under the Four-Year Unsecured Credit Agreement shall have been fully repaid and opinions as may such Four-Year Unsecured Credit Agreement shall have been terminated and cancelled and shall cease to be of any further force and effect. The conditions set forth in this Section 6.1 are inserted for the preliminary closing checklist delivered sole benefit of the Lenders and may be waived by the Administrative Agent on behalf of the Lenders in whole or in part, with or without terms or conditions. Prior to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above waiving any condition set forth in this Section 4.01 6.1, the Administrative Agent shall be satisfactory in form, content consult with the Joint Lead Arrangers and substance to shall act reasonably given the Lenderviews of each of the Joint Lead Arrangers with respect of such waiver.

Conditions for Closing. The Lender shall not be obligated to disburse the Bridge Loan until the Borrower shall have fulfilled and/or furnished to the Lender, at the Borrower’s own cost and expense, the following conditions (unless waived in writing by Lender):shall be satisfied on or prior to Closing: (a) The Loan Documents duly executed by the Borrower and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made and the Security Documents to be placed of record or filed Grantor shall have been duly authorized, executed and recorded and filed in all appropriate offices and shall constitute a first and prior Lien on the Collateral, subject only to those matters set forth in Section 6.01 of this Agreement and all taxes, fees and charges in connection therewith shall have been paid. (b) Evidence, in form and substance satisfactory delivered to the Lender, that the Aircraft, business and all assets of the Borrower are adequately insured as required by Section 5.04. (c) Payment of the Origination Fee and all reimbursable costs and expenses pursuant to the Loan Documents, together with evidence of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date. (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect to the Borrower and each Guarantor (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. (e) With respect to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined in the International Registry) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of Administrative Agent each of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party including: (i) (x) a confirmation of its Guarantee if such Grantor has previously provided a Guarantee or, (y) a Guarantee; (ii) confirmation of all Security Documents required to be delivered pursuant to the terms of the Existing Credit Agreement; and (iii) in the names, true signatures and incumbency case of the members/managers/officers Borrowers, this Agreement; and each such Loan Document shall constitute a legal, valid and binding obligation of such Person authorized Grantor, enforceable against such Grantor in accordance with its terms; (b) each Grantor shall have delivered to the Administrative Agent: (i) a certified copy of its Organic Documents; (ii) a certified copy of the resolutions authorizing it to enter into, execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless party and until to perform its obligations thereunder; (iii) a later certificate revising the prior certificate has been furnished as to the Lender.incumbency of its officers signing the Loan Documents to which it is a party; and (jiv) A certification regarding a certificate of status, good standing or like certificate with respect to such Grantor issued by the beneficial ownership appropriate government officials of the Borrowerjurisdiction of its incorporation; (c) there shall have been no Material Adverse Change since December 31, 2013; (d) no Default or Event of Default shall have occurred and be continuing; (e) opinions of Borrowers’ Counsel and local counsel, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.)applicable, as amended from time to time, the regulations promulgated thereunder, and any successor statuteeach Grantor, in form and substance satisfactory to the Lender.Lenders’ Counsel and the Administrative Agent, each acting reasonably, shall have been delivered to the Administrative Agent; (kf) Evidencenone of the undertaking, property or assets of any of the Grantors shall be subject to any Liens other than (i) Permitted Encumbrances or (ii) Liens with respect to which the Administrative Agent shall have received satisfactory evidence of the repayment of the underlying obligation and fully executed discharges and releases thereof (in registrable form where appropriate), and substance acceptable each of the Grantors shall have delivered to the LenderAdministrative Agent a Permitted Encumbrance Certificate if any of the undertaking, that property or assets of such Grantor is subject to any registered Liens; (g) the Borrower has a tangible balance sheet equity of at least twenty percent Borrowers shall have paid all fees and expenses relating to the Facility provided for in this Agreement as set out in Section 2.14 and any other Loan Document, to the extent then owing; (20%h) each Security Document required to be delivered or remain in place on the Closing Date. (l) An opinion of counsel on behalf Date shall have been registered, filed, recorded or otherwise perfected in the manner required by the law applicable to such Security Document to the satisfaction of the Borrower Administrative Agent and Lenders’ Counsel, each acting reasonably. Each of the GuarantorGrantors shall have delivered to the Administrative Agent all certificates evidencing all of the Pledged Shares required to be pledged pursuant to the provisions of the Existing Credit Agreement, dated together with such stock powers, powers of transfer or such other instruments or documents and such actions taken as the Closing DateAdministrative Agent shall deem necessary or desirable, acting reasonably, to perfect its first priority security interest in such Pledged Shares, provided such Pledged Shares are in certificated form or, if such Pledged Shares are not in certificated form, the issuer of such Pledged Shares shall have entered into a securities control agreement with the Administrative Agent, in form and substance satisfactory to the Lender in absolute discretion.Administrative Agent and Lenders’ Counsel, each acting reasonably; (mi) An opinion Celestica shall have delivered to the Administrative Agent an Officer’s Certificate certifying as of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory : (i) as to the Lender matters in absolute discretion.Section 6.1(c) and 6.1(d); and (nii) Listing that the applicable schedule attached to such Officer’s Certificate sets out a complete list of furniture(A) all Material Restricted Subsidiaries and the jurisdiction of formation for each such Material Restricted Subsidiary; (B) all Restricted Subsidiaries (other than Material Restricted Subsidiaries) and the jurisdiction of formation of each such Restricted Subsidiary; and (C) all Grantors and (x) the jurisdiction of formation of each such Grantor, fixtures and equipment owned (y) each province and/or state in which each such Grantor’s tangible assets in Canada and the United States of America are located; (j) Celestica shall have delivered to the Administrative Agent a certificate of an authorized officer with respect to insurance described in Section 9.01(h); and (k) the Lenders shall have received all applicable “know-your-client” and anti-money laundering rules and regulations information reasonably requested by the Borrower or a certification that the Borrower does not own any, satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment. (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) Lenders. The Borrower shall have executed and delivered all forms, documentation and information necessary for the establishment of the Cash Collateral Account at Lender, and shall have funded the Cash Collateral into the Cash Collateral Account (either prior to the Closing Date or contemporaneously therewith). (q) Such other instruments, documents, certificates, assurances and opinions as may be conditions set forth in this Section 6.1 are inserted for the preliminary closing checklist delivered sole benefit of the Lenders and may be waived by the Administrative Agent on behalf of the Lenders in whole or in part, with or without terms or conditions. Prior to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above waiving any condition set forth in this Section 4.01 6.1, the Administrative Agent shall be satisfactory in form, content consult with the Co-Lead Arrangers and substance to shall act reasonably given the Lenderviews of each of the Co-Lead Arrangers with respect of such waiver.

Conditions for Closing. The Lender shall not be obligated to disburse the Bridge Loan until the Borrower shall have fulfilled and/or furnished to the Lender, at the Borrower’s own cost and expense, the following conditions (unless waived in writing by Lender): (a) The Loan Documents duly executed shall be satisfied by the Borrower and each Guarantor (as applicable) along Borrowers contemporaneously with evidence that all financing statements and other filings contemplated thereby have been made and the Security Documents to be placed of record or filed shall have been duly executed and recorded and filed in all appropriate offices and shall constitute a first and prior Lien on the Collateral, subject only to those matters set forth in Section 6.01 of this Agreement and all taxes, fees and charges in connection therewith shall have been paid. (b) Evidence, in form and substance satisfactory to the Lender, that the Aircraft, business and all assets of the Borrower are adequately insured as required by Section 5.04. (c) Payment of the Origination Fee and all reimbursable costs and expenses pursuant to the Loan Documents, together with evidence of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date. (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect to the Borrower and each Guarantor (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. (e) With respect to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined in the International Registry) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of each of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the their execution and delivery of this Agreement Agreement: (a) each Borrower shall have duly authorized, executed and delivered to the other Administrative Agent each of the Loan Documents to which it is a party and which is required to be delivered pursuant to this Agreement, and each such Loan Document shall constitute a legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms; (iiib) each Borrower shall have delivered to the names, true signatures and incumbency Administrative Agent: (i) a certified copy of its Organic Documents; (ii) a certified copy of the members/managers/officers of such Person authorized resolutions authorizing it to enter into, execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless party and until to perform its obligations thereunder; (iii) a later certificate revising the prior certificate has been furnished as to the Lender.incumbency of its officers signing the Loan Documents to which it is a party; and (jiv) A certification regarding a certificate of status, good standing or like certificate with respect to such Borrower issued by the beneficial ownership appropriate government officials of the Borrowerjurisdiction of its incorporation; (c) there shall have been no Material Adverse Change since September 30, as required by 2003; (d) no Default or Event of Default shall have occurred and be continuing; (e) each Borrower shall have executed and delivered to the Bank Secrecy Act Administrative Agent a confirmation of its Guarantee; (31 C.F.R. §1010.230 et. seq.), as amended from time to time, the regulations promulgated thereunder, and any successor statute, f) opinions of Borrowers' Counsel in form and substance satisfactory to the Lender.Lenders' Counsel and the Administrative Agent, acting reasonably, shall have been delivered to the Administrative Agent; (kg) Evidence, in form the Borrowers shall have paid all fees and substance acceptable expenses that are due to the Lender, that Administrative Agent or the Borrower has a tangible balance sheet equity of at least twenty percent (20%) on Lenders and related to the Closing Date.Facility and this Agreement; and (lh) An opinion of counsel Celestica, on behalf of the Borrower itself and the Guarantorother Borrowers, dated the Closing Date, in form and substance satisfactory shall pay to the Lender in absolute discretion. (m) An opinion Administrative Agent for the account of special FAA counsel, including the Lenders who have consented to this Agreement an International Registry Priority Search Certificate, each dated amendment fee of 25 basis points on the Closing Date, in form and substance satisfactory aggregate Commitments after giving effect to the Lender in absolute discretionamendments contemplated hereby. (n) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment. (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower shall have executed and delivered all forms, documentation and information necessary for the establishment of the Cash Collateral Account at Lender, and shall have funded the Cash Collateral into the Cash Collateral Account (either prior to the Closing Date or contemporaneously therewith). (q) Such other instruments, documents, certificates, assurances and opinions as may be set forth in the preliminary closing checklist delivered to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above in this Section 4.01 shall be satisfactory in form, content and substance to the Lender.

Conditions for Closing. The Lender following conditions shall not be obligated to disburse the Bridge Loan until satisfied by the Borrower shall have fulfilled and/or furnished on the Closing Date Drawdown; (a) this Agreement, each of the other Loan Documents and confirmations of the continuing validity of the Security, each in form and on terms satisfactory to the Lender, at acting reasonably, shall have been duly authorized, executed and delivered to the Borrower’s own cost Lender by the Borrower and expensethe Guarantors which are parties thereto and shall constitute legal, valid and binding obligations of the Borrower and the Guarantors which are parties thereto; (b) the Borrower and each of the Guarantors shall have delivered to the Lender certified copies of its constating documents and borrowing by-laws or confirmation that there have been no amendments or modifications to such documents since December 31, 2002, the following conditions (unless waived in writing by Lender): (a) The resolution authorizing the Loan Documents duly executed by and the incumbency of officers signing the Loan Documents and any documents to be provided pursuant to the provisions hereof or thereof and a certificate of compliance, good standing or like certificate with respect to the Borrower and each Guarantor issued by appropriate government officials of its governing jurisdiction; (as applicablec) along with evidence that all financing statements the representations and other filings contemplated thereby have been made and the Security Documents to be placed of record or filed shall have been duly executed and recorded and filed in all appropriate offices and shall constitute a first and prior Lien on the Collateral, subject only to those matters warranties set forth in Section 6.01 7.1 shall be true and correct in all material respects on and as of this Agreement the Closing Date by reference to the facts and all taxes, fees circumstances then existing and charges in connection therewith the Borrower shall have been paid.delivered an Officer’s Certificate to such effect or, in the event of a Drawdown on the Closing Date, a Drawdown Notice; (bd) Evidenceno Default or Event of Default shall have occurred and be continuing and the Borrower shall have delivered an Officer’s Certificate to such effect or, in the event of a Drawdown on the Closing Date, a Drawdown Notice; (e) no Material Adverse Change shall have occurred since December 31, 2003 and the Borrower shall have delivered an Officer’s Certificate executed by its Chief Financial Officer of the Borrower to such effect; (f) opinions of Counsel to the Borrower and counsel to each of the Guarantors addressed to the Lender in form and substance satisfactory to the Lender, that shall have been delivered to the AircraftLender; (g) none of the undertaking, business and all property or assets of the Borrower are adequately insured as required by Section 5.04.shall be subject to any Charge other than a Permitted Charge; (ch) Payment of the Origination Fee and all reimbursable costs and expenses pursuant to the Loan Documents, together with evidence of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date. (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect to the Borrower and each Guarantor (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that Lender shall have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. (e) With respect to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined in the International Registry) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy received copies of the Borrower’s (i) most recent interim financial statements; (ii) accounts receivable listing; (iii) accounts payable listing; (iv) inventory listing; and each Guarantor(v) the annual and quarterly projections (including balance sheet, income statement, cash flow statement and certificate to be executed by the Borrower’s organizational documentsChief Financial Officer setting out the Borrower’s computation as of March 31, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of each 2004 of the Borrower and financial covenants set forth in Section 8.3) for the Guarantor from 2004 year taking into account the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any.revised financing structure; (i) A certificate the Lender shall be satisfied, acting reasonably, that all material Authorizations required in form connection with the transactions contemplated hereby have been obtained and substance are in full force and effect and that all consents and waivers required to consummate such transactions have been obtained, to the extent that consummation of such transactions would otherwise be restricted or prohibited under the terms of any Material Agreement to which any Obligor is a party, or by which it is bound, in each case without the imposition of any burdensome provisions; (j) the Lender shall have received confirmation of satisfactory to Lender from policies of insurance in place for the benefit of the Borrower and each Guarantor, dated with the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying Lender endorsed thereon as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party and (iii) the names, true signatures and incumbency of the members/managers/officers of such Person authorized to execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless and until a later certificate revising the prior certificate has been furnished to the Lender. (j) A certification regarding the beneficial ownership of the Borrower, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.), as amended from time to time, the regulations promulgated thereunder, and any successor statute, in form and substance satisfactory to the Lender.loss payee; (k) Evidence, the Lender shall have received satisfactory confirmation that all equity owned by SGF Santé Inc. in form and substance acceptable to the Lender, that DPI has been purchased by the Borrower has a tangible balance sheet equity of at least twenty percent (20%) on the Closing Date.and that all debt owed by DPI to SGF Santé Inc. and Investissement Québec have been repaid in full and all security related to such debts have been discharged; (l) An opinion of counsel on behalf of all fees and other amounts then payable under the Borrower and the Guarantor, dated the Closing Date, Loan Documents shall have been paid in form and substance satisfactory to the Lender in absolute discretion.full; and (m) An opinion of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (n) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment. (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower shall have executed and delivered all forms, documentation and information necessary for the establishment of the Cash Collateral Account at Lender, and shall have funded the Cash Collateral into the Cash Collateral Account (either prior to the Closing Date or contemporaneously therewith). (q) Such received such other instruments, documents, certificatessecurity, assurances waivers, consents, undertakings and opinions acknowledgements as the Lender may be reasonably request. The conditions set forth in this Section 6.1 are inserted for the preliminary closing checklist delivered to the Borrower in connection with this Agreement or as sole benefit of the Lender shall reasonably require to evidence and secure the Loanmay be waived by Lender in whole or in part, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above in this Section 4.01 shall be satisfactory in form, content and substance to the Lenderor without terms or conditions.

Conditions for Closing. The Lender shall not be obligated to disburse the Bridge Loan until the Borrower shall have fulfilled and/or furnished to the Lender, at the Borrower’s own cost and expense, the following conditions (unless waived in writing shall be satisfied by Lender):the Borrowers on or prior to Closing: (a) The Loan Documents duly executed by the Borrower and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made and the Security Documents to be placed of record or filed Obligor shall have been duly authorized, executed and recorded and filed in all appropriate offices and shall constitute a first and prior Lien on the Collateral, subject only to those matters set forth in Section 6.01 of this Agreement and all taxes, fees and charges in connection therewith shall have been paid. (b) Evidence, in form and substance satisfactory delivered to the Lender, that the Aircraft, business and all assets of the Borrower are adequately insured as required by Section 5.04. (c) Payment of the Origination Fee and all reimbursable costs and expenses pursuant to the Loan Documents, together with evidence of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date. (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect to the Borrower and each Guarantor (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. (e) With respect to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined in the International Registry) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of Administrative Agent each of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party and each such Loan Document shall constitute a legal, valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its terms; (iiib) each Obligor shall have delivered to the names, true signatures and incumbency Administrative Agent: (i) a certified copy of its Organic Documents, (ii) a certified copy of the members/managers/officers of such Person authorized resolutions authorizing it to enter into, execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless party and until to perform its obligations thereunder; (iii) a later certificate revising the prior certificate has been furnished as to the Lender.incumbency of its officers signing the Loan Documents to which it is a party; and (jiv) A certification regarding a certificate of status, good standing or like certificate with respect to such Obligor issued by the beneficial ownership appropriate government officials of the Borrower, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.), as amended from time to time, the regulations promulgated thereunder, and any successor statute, in form and substance satisfactory to the Lender.jurisdiction of its incorporation; (kc) Evidencethere shall have been no Material Adverse Change since September 30, in form and substance acceptable to the Lender, that the Borrower has a tangible balance sheet equity of at least twenty percent (20%) on the Closing Date.2002; (ld) An opinion no Default or Event of counsel on behalf of the Borrower Default shall have occurred and the Guarantor, dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion.be continuing; (me) An opinion of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (n) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment. (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower Material Restricted Subsidiary shall have executed and delivered all forms, documentation to the Administrative Agent (i) a confirmation of its Guarantee if previously provided in connection with the Existing Credit Agreement; or (ii) a Guarantee; (f) Celestica shall have executed and information necessary for delivered to the establishment Administrative Agent a confirmation of its Guarantee of the Cash Collateral Account at Lendermonetary Obligations of each Borrower (other than Celestica); (g) opinions of Borrowers' Counsel, and local counsel to each Guarantor, substantially in form of Schedule O, shall have funded the Cash Collateral into the Cash Collateral Account (either prior been delivered to the Closing Date or contemporaneously therewith).Administrative Agent; (qh) Such none of the undertaking, property or assets of the Borrowers or any of the Restricted Subsidiaries shall be subject to any Liens other instrumentsthan (i) Permitted Encumbrances or (ii) Liens with respect to which the Administrative Agent shall have received satisfactory evidence of the repayment of the underlying obligation and fully executed discharges and releases thereof and Celestica and each of the -61- Restricted Subsidiaries shall have delivered to the Administrative Agent a Permitted Encumbrance Certificate if any of the undertaking, documents, certificates, assurances property or assets of such Restricted Subsidiary is subject to any Liens; (i) the Borrowers shall have paid all fees and opinions expenses relating to the Facility provided for in this Agreement as may set out in Section 2.14; and (j) all amounts owing by the Borrowers to the Lenders and the Agents under the Senior Unsecured Credit Agreement shall have been fully repaid and such Senior Unsecured Credit Facility shall have been terminated and cancelled and shall cease to be of any further force and effect. The conditions set forth in this Section 6.1 are inserted for the preliminary closing checklist delivered sole benefit of the Lenders and may be waived by the Administrative Agent on behalf of the Lenders in whole or in part, with or without terms or conditions. Prior to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above waiving any condition set forth in this Section 4.01 6.1, the Administrative Agent shall be satisfactory in form, content consult with the Joint Lead Arrangers and substance shall act reasonably given the views of each of the Joint Lead Arrangers with respect to the Lendersuch waiver.

Conditions for Closing. The Lender shall not be obligated to disburse the Bridge Loan until the Borrower shall have fulfilled and/or furnished to the Lender, at the Borrower’s own cost and expense, the following conditions (unless waived in writing by Lender):shall be satisfied on or prior to Closing: (a) The Loan Documents duly executed by the Borrower and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made and the Security Documents to be placed of record or filed Grantor shall have been duly authorized, executed and recorded and filed in all appropriate offices and shall constitute a first and prior Lien on the Collateral, subject only to those matters set forth in Section 6.01 of this Agreement and all taxes, fees and charges in connection therewith shall have been paid. (b) Evidence, in form and substance satisfactory delivered to the Lender, that the Aircraft, business and all assets of the Borrower are adequately insured as required by Section 5.04. (c) Payment of the Origination Fee and all reimbursable costs and expenses pursuant to the Loan Documents, together with evidence of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date. (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect to the Borrower and each Guarantor (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. (e) With respect to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined in the International Registry) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of Administrative Agent each of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party including: (i) (x) a confirmation of its Guarantee if such Grantor has previously provided a Guarantee or, (y) a Guarantee; (ii) confirmation of all Security Documents required to be delivered pursuant to the terms of the Existing Credit Agreement; and (iii) in the names, true signatures and incumbency case of the members/managers/officers Borrowers, this Agreement; and each such Loan Document shall constitute a legal, valid and binding obligation of such Person authorized Grantor, enforceable against such Grantor in accordance with its terms; (b) each Grantor shall have delivered to the Administrative Agent: (i) a certified copy of its Organic Documents; (ii) a certified copy of the resolutions authorizing it to enter into, execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless party and until to perform its obligations thereunder; (iii) a later certificate revising the prior certificate has been furnished as to the Lender.incumbency of its officers signing the Loan Documents to which it is a party; and (jiv) A certification regarding a certificate of status, good standing or like certificate with respect to such Grantor issued by the beneficial ownership appropriate government officials of the Borrowerjurisdiction of its incorporation; (c) there shall have been no Material Adverse Change since December 31, 2009; (d) no Default or Event of Default shall have occurred and be continuing; (e) opinions of Borrowers’ Counsel and local counsel, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.)applicable, as amended from time to time, the regulations promulgated thereunder, and any successor statuteeach Grantor, in form and substance satisfactory to the Lender.Lenders’ Counsel and the Administrative Agent, each acting reasonably, shall have been delivered to the Administrative Agent; (kf) Evidencenone of the undertaking, property or assets of any of the Grantors shall be subject to any Liens other than (i) Permitted Encumbrances or (ii) Liens with respect to which the Administrative Agent shall have received satisfactory evidence of the repayment of the underlying obligation and fully executed discharges and releases thereof (in registrable form where appropriate), and substance acceptable each of the Grantors shall have delivered to the LenderAdministrative Agent a Permitted Encumbrance Certificate if any of the undertaking, that property or assets of such Grantor is subject to any registered Liens; (g) the Borrower has a tangible balance sheet equity of at least twenty percent Borrowers shall have paid all fees and expenses relating to the Facility provided for in this Agreement as set out in Section 2.14 and any other Loan Document, to the extent then owing; (20%h) each Security Document required to be delivered or remain in place on the Closing Date. (l) An opinion of counsel on behalf Date shall have been registered, filed, recorded or otherwise perfected in the manner required by the law applicable to such Security Document to the satisfaction of the Borrower Administrative Agent and Lenders’ Counsel, each acting reasonably. Each of the GuarantorGrantors shall have delivered to the Administrative Agent all certificates evidencing all of the Pledged Shares required to be pledged pursuant to the provisions of the Existing Credit Agreement, dated together with such stock powers, powers of transfer or such other instruments or documents and such actions taken as the Closing DateAdministrative Agent shall deem necessary or desirable, acting reasonably, to perfect its first priority security interest in such Pledged Shares, provided such Pledged Shares are in certificated form or, if such Pledged Shares are not in certificated form, the issuer of such Pledged Shares shall have entered into a securities control agreement with the Administrative Agent, in form and substance satisfactory to the Lender in absolute discretion.Administrative Agent and Lenders’ Counsel, each acting reasonably; and (mi) An opinion Celestica shall have delivered to the Administrative Agent an Officer’s Certificate certifying as of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory : (i) as to the Lender matters in absolute discretion.Section 6.1(c) and 6.1(d); and (nii) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, satisfactory in form applicable schedule attached to such Officer’s Certificate sets out a complete list of (A) all Material Restricted Subsidiaries and content to the Lender, indicating that jurisdiction of formation for each such Material Restricted Subsidiary; (B) all Restricted Subsidiaries (other than Material Restricted Subsidiaries) and the estimated value jurisdiction of formation of each such furniture, fixtures Restricted Subsidiary; and equipment. (oC) An inventory all Grantors and (x) the jurisdiction of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower shall have executed and delivered all forms, documentation and information necessary for the establishment formation of the Cash Collateral Account at Lendereach such Grantor, and shall have funded (y) each province and/or state in which each such Grantor’s tangible assets in Canada and the Cash Collateral into the Cash Collateral Account (either prior to the Closing Date or contemporaneously therewith). (q) Such other instruments, documents, certificates, assurances and opinions as may be United States of America are located. The conditions set forth in this Section 6.1 are inserted for the preliminary closing checklist delivered sole benefit of the Lenders and may be waived by the Administrative Agent on behalf of the Lenders in whole or in part, with or without terms or conditions. Prior to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above waiving any condition set forth in this Section 4.01 6.1, the Administrative Agent shall be satisfactory in form, content consult with the Co-Lead Arrangers and substance to shall act reasonably given the Lenderviews of each of the Co-Lead Arrangers with respect of such waiver.

Conditions for Closing. The Lender Closing shall not be obligated to disburse the Bridge Loan until the Borrower shall have fulfilled and/or furnished to the Lender, at the Borrower’s own cost and expense, take place within two Business Days after satisfaction of the following conditions (unless waived collectively, the “Conditions”), provided, that Infinity Capital shall have the right at any time to waive the conditions set forth in writing by Lender):Section 2.3 (c), (d) and (e). Each of the parties shall use its respective commercially reasonable efforts to satisfy the conditions to its obligations hereunder and to cause its representations and warranties to remain true and correct in all material respects as of the Closing. (a) The Loan Documents duly executed by the Borrower Company at its Shareholders General Meeting has passed a resolution under Section 81 (1A) of the Companies Act, 1956 approving the issue and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made and allotment of the Security Documents Subscribed Shares to be placed of record or filed shall have been duly executed and recorded and filed in all appropriate offices and shall constitute a first and prior Lien Infinity Capital on the Collateral, subject only to those matters set forth terms contained in Section 6.01 of this Agreement and all taxes, fees and charges in connection therewith shall have been paid.(the “Shareholder Resolution”); (b) Evidence, in form the Company has obtained the requisite approval from the Central Government (Foreign Investment Promotion Board) for issue and substance satisfactory allotment of Subscribed Shares to the Lender, that the Aircraft, business and all assets of the Borrower are adequately insured as required by Section 5.04.Infinity Capital; (c) Payment the Company shall have delivered and Infinity Capital shall have received an opinion of counsel addressed to Infinity Capital and dated as of the Origination Fee and all reimbursable costs and expenses pursuant to Closing, substantially in the Loan Documents, together with evidence form of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date.Exhibit C; (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy all the covenants and taxes) with respect agreements set forth in this Agreement to be performed by the Borrower and each Guarantor (at Company on or before the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that Closing shall have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date.performed in all material respects; (e) With respect to the Aircraft, (i) an FAA the representations and International Registry lien warranties made by the Company in this Agreement shall have been true and title search acceptable to correct in all material respects when made and as of the Lender, Closing and (ii) a copy the Company shall deliver an executed officer’s certificate to that effect; provided, however, that the Condition set forth in clause (i) shall be deemed to be satisfied notwithstanding the failure of Aircraft Registration Certificate, (iii) lien any representation to be true and title searches correct in all material respects as of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined Closing in the International Registry) and appointed an administrator and a professional registry user entityevent that such failure results from any action, in form and substance satisfactory to event or occurrence beyond the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy control of the airframe, engine, and avionics maintenance programsCompany. (f) Copies no court or governmental or regulatory authority of all competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any order which is in effect and makes illegal or prohibits the consummation of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of each of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person transactions contemplated by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party and (iii) the names, true signatures and incumbency of the members/managers/officers of such Person authorized to execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless and until a later certificate revising the prior certificate has been furnished to the Lender. (j) A certification regarding the beneficial ownership of the Borrower, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.), as amended from time to time, the regulations promulgated thereunder, and any successor statute, in form and substance satisfactory to the Lender. (k) Evidence, in form and substance acceptable to the Lender, Agreement; provided that the Borrower has a tangible balance sheet equity of at least twenty percent (20%) on the Closing Date. (l) An opinion of counsel on behalf of the Borrower and the Guarantor, dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (m) An opinion of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (n) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment. (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower Company shall have executed and delivered all forms, documentation and information necessary for used reasonable efforts to obtain the establishment removal of any order if such order is against the Cash Collateral Account at Lender, and shall have funded the Cash Collateral into the Cash Collateral Account (either prior to the Closing Date or contemporaneously therewith)Company. (q) Such other instruments, documents, certificates, assurances and opinions as may be set forth in the preliminary closing checklist delivered to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above in this Section 4.01 shall be satisfactory in form, content and substance to the Lender.

Conditions for Closing. The Lender following conditions shall not be obligated satisfied by the Borrower on the Closing Date: (a) this Agreement and the Borrower's Security Documents, in form and on terms satisfactory to disburse the Bridge Loan until Lenders, acting reasonably, shall have been duly authorized, executed and delivered to the Administrative Agent by the Borrower and shall constitute legal, valid and binding obligations of the Borrower; (b) the Guarantees and the Guarantors' Security Documents, in form and on terms satisfactory to the Lenders, acting reasonably, shall have been duly authorized, executed and delivered by the Guarantors party thereto to the Administrative Agent and shall constitute legal, valid and binding obligations of the Guarantors party thereto; (c) the Borrower shall have fulfilled and/or furnished delivered to the LenderAdministrative Agent certified copies of its constating documents and by-laws, at all as amended to date, the resolution authorizing this Agreement and the Borrower’s own cost 's Security Documents and expensethe incumbency of officers signing this Agreement and the Borrower's Security Documents and any documents to be provided pursuant to the provisions hereof or thereof and a certificate of compliance, good standing or like certificate with respect to the Borrower issued by appropriate government officials of the jurisdiction of its incorporation; (d) each of the Guarantors shall have delivered to the Administrative Agent certified copies of its certificate of incorporation and by-laws, all as amended to date, the resolution authorizing the Guarantees and the Guarantors' Security Documents to which such Guarantor is a party and the incumbency of officers signing the Guarantee and the Guarantors' Security Documents to which such Guarantor is a party and any documents to be provided pursuant to the provisions hereof or thereof and a certificate of status, good standing or like certificate with respect to such Guarantor issued by appropriate government officials of the jurisdiction of its incorporation (except for the certificate of the Registrar of Companies of England and Wales in respect of MNL, which shall be delivered on a date occurring not more than 15 Banking Days following conditions (unless waived in writing by Lender):the Closing Date); (ae) The Loan each of the Guarantors shall have delivered to the Administrative Agent such consent or acknowledgement regarding the continuation of the security and applicability of the Guarantor's Security Documents duly executed by the Borrower and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made to which it is a party, and the Security Documents granted thereunder, to the obligations of the Borrower under this Agreement notwithstanding the amendment to the terms of the Existing Credit Agreement in form and on terms satisfactory to the Lenders, acting reasonably; (f) the representations and warranties set forth in Section 7.1 shall be placed true and correct in all material respects on and as of record the Closing Date by reference to the facts and circumstances then existing and the Borrower shall have delivered an Officer's Certificate to such effect; (g) no Default or filed Event of Default shall have occurred and be continuing and the Borrower shall have delivered an Officer's Certificate to such effect; (h) the Security and all necessary financing change statements shall have been duly executed registered, filed and recorded and filed in all appropriate offices jurisdictions where such registration, filing or recording, in the opinion of the Lenders, is necessary or advantageous to preserve, protect and perfect the charges and security interest created or intended to be created by the Security Documents; (i) the Borrower shall constitute have delivered to the Administrative Agent evidence of a policy of insurance by EDC in favour of the Borrower in form and substance satisfactory to the Lenders and an acknowledgement by EDC of the direction to pay delivered by the Borrower as part of the Borrower's Security Documents; (j) the Borrower shall have delivered to the Administrative Agent satisfactory evidence that customary insurance coverage (with adequate and customary limits and deductibles) for business and operations of the type and size of the Borrower and the Guarantors is in place, with (i) the Administrative Agent being named as first loss payee mortgagee (together with the standard mortgage clause from the Insurance Bureau of Canada) and prior Lien on each of the CollateralLenders being named as additional insureds and (ii) an endorsement that 30 days notice shall be provided to the Administrative Agent for any cancellation, subject only to those matters set forth in Section 6.01 of this Agreement and modification or waiver thereunder; (k) all taxes, fees and charges expenses payable in connection therewith with the transactions contemplated hereby shall have been paid.be paid in full, to the extent that such fees and expenses shall then be due and payable; (bl) Evidenceopinions of Counsel to the Borrower and counsel to the Guarantors, addressed to the Administrative Agent and the Lenders from time to time party hereto, in form and substance satisfactory to the Administrative Agent and each Lender, that shall have been delivered to the AircraftAdministrative Agent (except (i) for the opinion of counsel to MNI and MNSI, business which shall be delivered on a date occurring not more than 5 Banking Days following the Closing Date and all assets (ii) for the opinion of counsel to MNL, which shall be delivered on a date occurring not more than 15 Banking Days following the Closing Date); (m) there shall have been no material adverse change in the assets, liabilities, business, operations, condition (financial or otherwise) or prospects of the Borrower are adequately insured and its Subsidiaries, considered as required by Section 5.04.a whole, which has occurred since January 25, 2004, the end of the Borrower's third quarter of its 2004 fiscal year; (cn) Payment of the Origination Fee and all reimbursable costs and expenses pursuant on or prior to the Loan Documents, together with evidence of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date. (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect to the Borrower and each Guarantor (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. (e) With respect to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined in the International Registry) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form all amounts owing by MNL under the EDC Facility shall have been fully repaid and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of each of the Borrower such EDC Facility and the Guarantor from the Secretary Intercreditor Agreement shall have been terminated and cancelled and shall cease to be of State of such Person’s jurisdiction of incorporation/formation/organization any further force and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party and (iii) the names, true signatures and incumbency of the members/managers/officers of such Person authorized to execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless and until a later certificate revising the prior certificate has been furnished to the Lender. (j) A certification regarding the beneficial ownership of the Borrower, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.), as amended from time to time, the regulations promulgated thereunder, and any successor statute, in form and substance satisfactory to the Lender. (k) Evidence, in form and substance acceptable to the Lender, that the Borrower has a tangible balance sheet equity of at least twenty percent (20%) on the Closing Date. (l) An opinion of counsel on behalf of the Borrower and the Guarantor, dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (m) An opinion of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (n) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment.effect; (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating the Borrower shall have delivered to the Aircraft.Administrative Agent an acknowledgement and acceptance to the Fee Letter; and (p) The the Administrative Agent shall have received such additional evidence, documents or undertakings as the Lenders may reasonably request to establish the consummation of the transactions contemplated hereby. In each case where a document shall be delivered to the Administrative Agent, the Borrower shall have provide a sufficient number of copies for delivery of an originally executed and delivered all forms, documentation and information necessary for the establishment copy of the Cash Collateral Account at each document to each Lender, and shall have funded the Cash Collateral into the Cash Collateral Account (either prior to the Closing Date or contemporaneously therewith). (q) Such other instruments, documents, certificates, assurances and opinions as may be . The conditions set forth in the preliminary closing checklist delivered to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above in this Section 4.01 shall 6.1 are inserted for the sole benefit of each Lender and may be satisfactory waived by each Lender in formwhole or in part, content and substance to the Lenderwith or without terms or conditions.

Conditions for Closing. The Lender shall not be obligated to disburse the Bridge Loan until the Borrower shall have fulfilled and/or furnished to the Lender, at the Borrower’s own cost and expense, the following conditions (unless waived in writing by Lender):shall be satisfied on or prior to Closing: (a) The Loan Documents duly executed by the Borrower and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made and the Security Documents to be placed of record or filed Grantor shall have been duly authorized, executed and recorded and filed in all appropriate offices and shall constitute a first and prior Lien on the Collateral, subject only to those matters set forth in Section 6.01 of this Agreement and all taxes, fees and charges in connection therewith shall have been paid. (b) Evidence, in form and substance satisfactory delivered to the Lender, that the Aircraft, business and all assets Administrative Agent each of the Borrower are adequately insured as required by Section 5.04. (c) Payment of the Origination Fee and all reimbursable costs and expenses pursuant to the Loan Documents, together with evidence of payment to other parties of all fees and costs which Borrower is required under the Loan Documents (excluding any Security Document required to pay by the Closing Date. (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect be delivered pursuant to the Borrower and each Guarantor (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. (eSection 9.1(p)(i)(B)) With respect to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined in the International Registry) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of each of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party including: (i) (x) an amendment and confirmation of its Guarantee if such Grantor has previously provided a Guarantee or, (y) a Guarantee; (ii) other Security Documents required to be delivered on the Closing Date pursuant to Sections 9.1(p)(i) and 9.1(p)(ii); and (iii) in the names, true signatures and incumbency case of the members/managers/officers Borrowers, this Agreement; and each such Loan Document shall constitute a legal, valid and binding obligation of such Person authorized Grantor, enforceable against such Grantor in accordance with its terms; (b) each Grantor shall have delivered to the Administrative Agent: (i) a certified copy of its Organic Documents; (ii) a certified copy of the resolutions authorizing it to enter into, execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless party and until to perform its obligations thereunder; (iii) a later certificate revising the prior certificate has been furnished as to the Lender.incumbency of its officers signing the Loan Documents to which it is a party; and (jiv) A certification regarding a certificate of status, good standing or like certificate with respect to such Grantor issued by the beneficial ownership appropriate government officials of the Borrowerjurisdiction of its incorporation; (c) there shall have been no Material Adverse Change since December 31, 2006; (d) no Default or Event of Default shall have occurred and be continuing; (e) opinions of Borrowers’ Counsel and local counsel, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.)applicable, as amended from time to time, the regulations promulgated thereunder, and any successor statuteeach Grantor, in form and substance satisfactory to the Lender.Lenders’ Counsel and the Administrative Agent, each acting reasonably, shall have been delivered to the Administrative Agent; (kf) Evidencenone of the undertaking, property or assets of any of the Grantors shall be subject to any Liens other than (i) Permitted Encumbrances or (ii) Liens with respect to which the Administrative Agent shall have received satisfactory evidence of the repayment of the underlying obligation and fully executed discharges and releases thereof (in registrable form where appropriate), and substance acceptable each of the Grantors shall have delivered to the LenderAdministrative Agent a Permitted Encumbrance Certificate if any of the undertaking, that property or assets of such Grantor is subject to any registered Liens; (g) the Borrower has a tangible balance sheet equity of at least twenty percent Borrowers shall have paid all fees and expenses relating to the Facility provided for in this Agreement as set out in Section 2.14 and any other Loan Document, to the extent then owing; (20%h) each Security Document required to be delivered on the Closing Date. (l) An opinion of counsel on behalf Date shall have been registered, filed, recorded or otherwise perfected in the manner required by the law applicable to such Security Document to the satisfaction of the Borrower Administrative Agent and Lenders’ Counsel, each acting reasonably. Each of the GuarantorGrantors shall have delivered to the Administrative Agent all certificates evidencing all of the Pledged Shares required to be pledged pursuant to Section 9.1(p)(i)(A)(ii), dated together with such stock powers, powers of transfer or such other instruments or documents and such actions taken as the Closing DateAdministrative Agent shall deem necessary or desirable, acting reasonably, to perfect its first priority security interest in such Pledged Shares, provided such Pledged Shares are in certificated form or, if such Pledged Shares are not in certificated form, the issuer of such Pledged Shares shall have entered into a securities control agreement with the Administrative Agent, in form and substance satisfactory to the Lender in absolute discretion.Administrative Agent and Lenders’ Counsel, each acting reasonably; and (mi) An opinion Celestica shall have delivered to the Administrative Agent an Officer’s Certificate certifying as of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory : (i) as to the Lender matters in absolute discretion.Section 6.1(c) and 6.1(d); and (nii) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, satisfactory in form applicable schedule attached to such Officer’s Certificate sets out a complete list of (A) all Material Restricted Subsidiaries and content to the Lender, indicating that jurisdiction of formation for each such Material Restricted Subsidiary; (B) all Restricted Subsidiaries (other than Material Restricted Subsidiaries) and the estimated value jurisdiction of formation of each such furniture, fixtures Restricted Subsidiary; and equipment. (oC) An inventory all Grantors and (x) the jurisdiction of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower shall have executed and delivered all forms, documentation and information necessary for the establishment formation of the Cash Collateral Account at Lendereach such Grantor, and shall have funded (y) each province and/or state in which each such Grantor’s tangible assets in Canada and the Cash Collateral into the Cash Collateral Account (either prior to the Closing Date or contemporaneously therewith). (q) Such other instruments, documents, certificates, assurances and opinions as may be United States of America are located. The conditions set forth in this Section 6.1 are inserted for the preliminary closing checklist delivered sole benefit of the Lenders and may be waived by the Administrative Agent on behalf of the Lenders in whole or in part, with or without terms or conditions. Prior to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above waiving any condition set forth in this Section 4.01 6.1, the Administrative Agent shall be satisfactory in form, content consult with the Joint Lead Arrangers and substance to shall act reasonably given the Lenderviews of each of the Joint Lead Arrangers with respect of such waiver.

Conditions for Closing. The Lender shall not be obligated to disburse the Bridge Loan until the Borrower shall have fulfilled and/or furnished to the Lender, at the Borrower’s own cost and expense, the following conditions (unless waived in writing by Lender): (a) The Loan Documents duly executed shall be satisfied by the Borrower and each Guarantor (as applicable) along Borrowers contemporaneously with evidence that all financing statements and other filings contemplated thereby have been made and the Security Documents to be placed of record or filed shall have been duly executed and recorded and filed in all appropriate offices and shall constitute a first and prior Lien on the Collateral, subject only to those matters set forth in Section 6.01 of this Agreement and all taxes, fees and charges in connection therewith shall have been paid. (b) Evidence, in form and substance satisfactory to the Lender, that the Aircraft, business and all assets of the Borrower are adequately insured as required by Section 5.04. (c) Payment of the Origination Fee and all reimbursable costs and expenses pursuant to the Loan Documents, together with evidence of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date. (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect to the Borrower and each Guarantor (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. (e) With respect to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined in the International Registry) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of each of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the their execution and delivery of this Agreement Agreement: (a) each Borrower shall have duly authorized, executed and delivered to the other Administrative Agent each of the Loan Documents to which it is a party and which is required to be delivered pursuant to this Agreement, and each such Loan Document shall constitute a legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms; (iiib) each Borrower shall have delivered to the names, true signatures and incumbency Administrative Agent: (i) a certified copy of its Organic Documents; (ii) a certified copy of the members/managers/officers of such Person authorized resolutions authorizing it to enter into, execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless party and until to perform its obligations thereunder; (iii) a later certificate revising the prior certificate has been furnished as to the Lender.incumbency of its officers signing the Loan Documents to which it is a party; and (jiv) A certification regarding a certificate of status, good standing or like certificate with respect to such Borrower issued by the beneficial ownership appropriate government officials of the Borrowerjurisdiction of its incorporation; (c) there shall have been no Material Adverse Change since September 30, as required by the Bank Secrecy Act 2003; (31 C.F.R. §1010.230 et. seq.), as amended from time to time, the regulations promulgated thereunder, d) no Default or Event of Default shall have occurred and any successor statutebe continuing; (e) opinions of Borrowers' Counsel, in form and substance satisfactory to the Lender.Lenders' counsel and the Administrative Agent, acting reasonably, shall have been delivered to the Administrative Agent; (kf) Evidence, in form the Borrowers shall have paid all fees and substance acceptable expenses that are due to the Lender, that Administrative Agent or the Borrower has a tangible balance sheet equity of at least twenty percent (20%) on Lenders and related to the Closing Date.Facility and this Agreement; and (lg) An opinion of counsel Celestica, on behalf of the Borrower itself and the GuarantorInternational, dated the Closing Date, in form and substance satisfactory shall pay to the Lender in absolute discretion. (m) An opinion of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (n) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment. (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower shall have executed and delivered all forms, documentation and information necessary Administrative Agent for the establishment account of the Cash Collateral Account at Lender, and shall Lenders who have funded the Cash Collateral into the Cash Collateral Account (either prior consented to the Closing Date or contemporaneously therewith). (q) Such other instruments, documents, certificates, assurances and opinions as may be set forth in the preliminary closing checklist delivered to the Borrower in connection with this Agreement or as an amendment fee of 10 basis points on the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above in this Section 4.01 shall be satisfactory in form, content and substance to the Lenderaggregate Commitments.

Conditions for Closing. The Lender following conditions shall not be obligated satisfied by the Borrower on the Closing Date: (a) this Agreement and the Borrower's Security Documents, in form and on terms satisfactory to disburse the Bridge Loan until Lenders, acting reasonably, shall have been duly authorized, executed and delivered to the Administrative Agent by the Borrower and shall constitute legal, valid and binding obligations of the Borrower; (b) the Guarantees and the Guarantors' Security Documents, in form and on terms satisfactory to the Lenders, acting reasonably, shall have been duly authorized, executed and delivered by the Guarantors party thereto to the Administrative Agent and shall constitute legal, valid and binding obligations of the Guarantors party thereto; (c) the Borrower shall have fulfilled and/or furnished delivered to the LenderAdministrative Agent certified copies of its constating documents and by-laws, at all as amended to date, the resolution authorizing this Agreement and the Borrower’s own cost 's Security Documents and expensethe incumbency of officers signing this Agreement and the Borrower's Security Documents and any documents to be provided pursuant to the provisions hereof or thereof and a certificate of compliance, good standing or like certificate with respect to the Borrower issued by appropriate government officials of the jurisdiction of its incorporation; (d) each of the Guarantors shall have delivered to the Administrative Agent certified copies of its certificate of incorporation and by-laws, all as amended to date, the following conditions (unless waived in writing resolution authorizing the Guarantees and the Guarantors' Security Documents to which such Guarantor is a party and the incumbency of officers signing the Guarantee and the Guarantors' Security Documents to which such Guarantor is a party and any documents to be provided pursuant to the provisions hereof or thereof and a certificate of status, good standing or like certificate with respect to such Guarantor issued by Lender):appropriate government officials of the jurisdiction of its incorporation; (ae) The Loan MNL shall have delivered to the Administrative Agent such consent or acknowledgement regarding the continuation of the security and applicability of the Guarantor's Security Documents duly executed by the Borrower and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made to which it is a party, and the Security Documents granted thereunder, to the obligations of the Borrower under this Agreement notwithstanding the amendment to the terms of the Original Credit Agreement in form and on terms satisfactory to the Lenders, acting reasonably; (f) the representations and warranties set forth in Section 7.1 shall be placed true and correct in all material respects on and as of record the Closing Date by reference to the facts and circumstances then existing and the Borrower shall have delivered an Officer's Certificate to such effect; (g) no Default or filed Event of Default shall have occurred and be continuing and the Borrower shall have delivered an Officer's Certificate to such effect; (h) a Borrowing Base Certificate as at the fiscal month ending January 26, 2003 shall have been delivered to the Administrative Agent; (i) the Security and all necessary financing change statements shall have been duly executed registered, filed and recorded and filed in all appropriate offices jurisdictions where such registration, filing or recording, in the opinion of the Lenders, is necessary or advantageous to preserve, protect and perfect the charges and security interest created or intended to be created by the Security Documents; (j) the Borrower shall constitute have delivered to the Administrative Agent evidence of a first policy of insurance by EDC in favour of the Borrower in form and prior Lien on substance satisfactory to the Collateral, subject only Lenders and an acknowledgement by EDC of the direction to those matters set forth in Section 6.01 pay delivered by the Borrower as part of this Agreement and the Borrower's Security Documents; (k) all taxes, fees and charges expenses payable in connection therewith with the transactions contemplated hereby shall have been paid.be paid in full, to the extent that such fees and expenses shall then be due and payable; (bl) Evidenceopinions of Counsel to the Borrower and counsel to the Guarantors, addressed to the Administrative Agent and the Lenders from time to time party hereto, in form and substance satisfactory to the Administrative Agent and each Lender, that the Aircraft, business and all assets of the Borrower are adequately insured as required by Section 5.04. (c) Payment of the Origination Fee and all reimbursable costs and expenses pursuant shall have been delivered to the Loan DocumentsAdministrative Agent (except for the opinion of counsel to MNL, together with evidence of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by shall be delivered on a date occurring not more than 3 Banking Days following the Closing Date.); (dm) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect to the Borrower and each Guarantor (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that there shall have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. (e) With respect to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined no material adverse change in the International Registryassets, liabilities, business, operations, condition (financial or otherwise) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of each prospects of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business its Subsidiaries, considered as a foreign corporation/company/partnershipwhole, if any.which has occurred since October 27, 2002, the end of the Borrower's second quarter of its 2003 fiscal year; (in) A certificate in form and substance satisfactory to Lender from a business plan (the "Business Plan") for the Borrower and each Guarantorits Subsidiaries in the form attached hereto as Schedule L has been approved by the board of directors of the Borrower for the period commencing on November 12, dated 2002 and ending on October 29, 2004; (o) the Borrower shall have repaid Advances outstanding under the Original Credit Agreement such that the total principal amount outstanding on the Closing Date shall not exceed Cdn. $25,000,000, provided that the aggregate undrawn Face Amount of outstanding Letters of Credit shall be deemed, for such purpose, to be principal amounts outstanding under Advances. The Administrative Agent shall prepare a statement as to all Advances outstanding under the Original Credit Agreement on the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying as to (i) true copies the Borrower shall provide confirmation of the organizational documents of details in such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party and (iii) the names, true signatures and incumbency of the members/managers/officers of such Person authorized to execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless and until a later certificate revising the prior certificate has been furnished to the Lender.statement; (jp) A certification regarding the beneficial ownership of the Borrower, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.), as amended from time to time, the regulations promulgated thereunder, and any successor statute, in form and substance satisfactory to the Lender. (k) Evidence, in form and substance acceptable to the Lender, that the Borrower has a tangible balance sheet equity of at least twenty percent (20%) on the Closing Date. (l) An opinion of counsel on behalf all outstanding Debt of the Borrower and the Guarantor, dated the Closing Date, in form and substance satisfactory its Subsidiaries to the Lender in absolute discretion. (m) An opinion of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (n) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment. (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower shall have executed and delivered all forms, documentation and information necessary for the establishment of the Cash Collateral Account at Lender, and shall have funded the Cash Collateral into the Cash Collateral Account (either prior to the Closing Date or contemporaneously therewith). (q) Such other instruments, documents, certificates, assurances and opinions as may be set forth in the preliminary closing checklist delivered to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above in this Section 4.01 shall be satisfactory in form, content and substance to the Lender.T.

Conditions for Closing. The Lender shall not be obligated to disburse the Bridge Loan until the Borrower shall have fulfilled and/or furnished to the Lender, at the Borrower’s own cost and expense, the following conditions (unless waived in writing shall be satisfied by Lender):the Borrowers on or prior to Closing: (a) The Loan Documents duly executed by the Borrower and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made and the Security Documents to be placed of record or filed Obligor shall have been duly authorized, executed and recorded and filed in all appropriate offices and shall constitute a first and prior Lien on the Collateral, subject only to those matters set forth in Section 6.01 of this Agreement and all taxes, fees and charges in connection therewith shall have been paid. (b) Evidence, in form and substance satisfactory delivered to the Lender, that the Aircraft, business and all assets of the Borrower are adequately insured as required by Section 5.04. (c) Payment of the Origination Fee and all reimbursable costs and expenses pursuant to the Loan Documents, together with evidence of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date. (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect to the Borrower and each Guarantor (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. (e) With respect to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined in the International Registry) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of Administrative Agent each of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party and each such Loan Document shall constitute a legal, valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its terms; (iiib) each Obligor shall have delivered to the names, true signatures and incumbency Administrative Agent: (i) a certified copy of its Organic Documents, (ii) a certified copy of the members/managers/officers of such Person authorized resolutions authorizing it to enter into, execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless party and until to perform its obligations thereunder; (iii) a later certificate revising the prior certificate has been furnished as to the Lender.incumbency of its officers signing the Loan Documents to which it is a party; and (jiv) A certification regarding a certificate of status, good standing or like certificate with respect to such Obligor issued by the beneficial ownership appropriate government officials of the Borrower, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.), as amended from time to time, the regulations promulgated thereunder, and any successor statute, in form and substance satisfactory to the Lender.jurisdiction of its incorporation; (kc) Evidencethere shall have been no Material Adverse Change since September 30, in form and substance acceptable to the Lender, that the Borrower has a tangible balance sheet equity of at least twenty percent (20%) on the Closing Date.2002; (ld) An opinion no Default or Event of counsel on behalf of the Borrower Default shall have occurred and the Guarantor, dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion.be continuing; (me) An opinion of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (n) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment. (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower Material Restricted Subsidiary shall have executed and delivered all forms, documentation to the Administrative Agent (i) a confirmation of its Guarantee if previously provided in connection with the Existing Credit Agreement; or (ii) a Guarantee; (f) Celestica shall have executed and information necessary for delivered to the establishment Administrative Agent a Guarantee of the Cash Collateral Account at Lendermonetary Obligations of Celestica International; (g) opinions of Borrowers' Counsel, and local counsel to each Guarantor, substantially in form of Schedule K, shall have funded the Cash Collateral into the Cash Collateral Account (either prior been delivered to the Closing Date or contemporaneously therewith).Administrative Agent; (qh) Such none of the undertaking, property or assets of the Borrowers or any of the Restricted Subsidiaries shall be subject to any Liens other instrumentsthan (i) Permitted Encumbrances or (ii) Liens with respect to which the Administrative Agent shall have received satisfactory evidence of the repayment of the underlying obligation and fully executed discharges and releases thereof and Celestica and each of the Restricted Subsidiaries shall have delivered to the Administrative Agent a -43- Permitted Encumbrance Certificate if any of the undertaking, documents, certificates, assurances property or assets of such Restricted Subsidiary is subject to any Liens; and (i) all amounts owing by the Borrowers to the Lenders and opinions as may the Agents under the Senior Unsecured Credit Agreement shall have been fully repaid and such Senior Unsecured Credit Facility shall have been terminated and cancelled and shall cease to be of any further force and effect. The conditions set forth in the preliminary closing checklist delivered to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above in this Section 4.01 shall 4.1 are inserted for the sole benefit of the Lenders and may be satisfactory waived by the Administrative Agent on behalf of the Lenders in formwhole or in part, content and substance to the Lenderwith or without terms or conditions.

Conditions for Closing. The following conditions shall be satisfied on or prior to the Closing Date: (a) the Borrower will have delivered to the Lender a Net Worth Statement in form and substance reasonably satisfactory to the Lender; (b) the Lender shall not have made such investigation of the business and affairs of the Borrower and of the Corporation and the security to be obligated provided to disburse under the Bridge Loan until Credit Facility as it deems appropriate (and the Borrower shall have fulfilled and/or furnished to cooperated with the Lender, at the Borrower’s own cost and expenseLender in such investigation) and, the following conditions (unless waived Lender in writing by Lender):its sole discretion, shall be satisfied therewith; (ac) The Loan this Credit Facility Documents duly executed by the Borrower and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made and the Security Documents to be placed of record or filed shall have been duly authorized (in the case of the Guarantors), executed and recorded and filed in all appropriate offices delivered to the Lender by the applicable Obligor and shall constitute a first legal, valid, binding and prior Lien on the Collateral, subject only to those matters set forth in Section 6.01 of this Agreement and all taxes, fees and charges in connection therewith shall have been paid. (b) Evidence, in form and substance satisfactory to the Lender, that the Aircraft, business and all assets enforceable obligations of the Borrower are adequately insured as required by Section 5.04. (c) Payment of the Origination Fee and all reimbursable costs and expenses pursuant to the Loan Documents, together with evidence of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing DateObligors. (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect each Guarantor shall have delivered to the Borrower and each Guarantor (at the state and county level) from the jurisdiction Lender certified copies of its organization partnership agreement, constating documents and each other jurisdiction in borrowing by-laws, the resolutions authorizing the Credit Facility Document to which it maintains an officeis a party, including the home airport incumbency of its signing officers signing the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. (e) With respect to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined in the International Registry) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of each of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Credit Facility Documents to which it is a party and any documents to be provided by its pursuant to the provisions hereof; (iiie) the names, representations and warranties set forth in Section 8.1 shall be true signatures and incumbency accurate in all material respects on and as of the members/managers/officers Closing Date by reference to the facts and circumstances then existing; (f) no Default or Event of Default shall have occurred and be continuing nor shall any such Person authorized event occur as a result of entering into of the Credit Facility Documents or the Drawdowns to execute be made on the Closing Date; (g) there shall have been delivered to the Lender an opinion or opinions of Borrowers' counsel dated the Closing Date as to the matters set forth in Schedule G, in form and deliver terms satisfactory to the Loan Documents Lender and Lender's Counsel; (h) the Borrower shall have delivered to which it is the Lender a party. The Lender may conclusively rely on such certification unless and until duly executed power of attorney in respect of the Specified Options in the form of Schedule C to the Borrower's Security Agreement together with undated irrevocable elections in respect of the Specified Options duly executed by the Borrower, in each case, with signatures guaranteed in a later certificate revising the prior certificate has been furnished manner satisfactory to the Lender.; (i) all registrations and filings shall have been made which the Lender determines to be necessary or advisable to preserve and protect the security under the Security Documents; (j) A certification regarding the beneficial ownership of Borrower shall have paid the Borrower, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.), as amended from time to time, the regulations promulgated thereunder, and any successor statute, in form and substance satisfactory Commitment Fee to the Lender.; (k) Evidence, all proceedings to be taken in form and substance acceptable to connection with the Lender, that the Borrower has a tangible balance sheet equity of at least twenty percent (20%) on the Closing Date. (l) An opinion of counsel on behalf of the Borrower and the Guarantor, dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (m) An opinion of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (n) Listing of furniture, fixtures and equipment owned transactions contemplated by the Borrower or a certification that the Borrower does not own any, Credit Facility Document shall be reasonably satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment. (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower shall have executed and delivered all forms, documentation and information necessary for the establishment of the Cash Collateral Account at Lender, and shall have funded the Cash Collateral into the Cash Collateral Account (either prior to the Closing Date or contemporaneously therewith). (q) Such other instruments, documents, certificates, assurances and opinions as may be set forth in the preliminary closing checklist delivered to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above in this Section 4.01 shall be satisfactory in form, content and substance to the Lender, and the Lender shall have received copies of all documents which the Lender may reasonably request in connection with said transactions and copies of the records of all corporate proceedings in connection therewith in form and substance reasonably satisfactory to the Lender; (l) the Borrower shall have delivered to the Lender a copy of his birth certificate; (m) the Borrower shall have delivered a currently dated certificate issued by the Ontario and British Columbia Securities Commissions certifying that the Corporation is a reporting issuer under the Ontario and British Columbia Securities Acts and is not in default by any requirements of such acts or the regulations thereunder; and (n) the Borrower shall have delivered a certificate of the registrar and transfer agent of the Corporation dated the Closing Date certifying the number and class of all then outstanding shares of the Corporation and securities convertible into or exchangeable or exercisable for shares of the Corporation.

Conditions for Closing. The Lender following conditions shall not be obligated to disburse satisfied by the Bridge Loan until the Borrower shall have fulfilled and/or furnished Borrowers on or prior to the Lender, at first Drawdown under the Borrower’s own cost and expense, Project Mortgages established as of the following conditions (unless waived in writing by Lender):Effective Date: (a) The Loan Documents duly executed by the Borrower and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made and the Security Documents to be placed of record or filed shall have been duly executed and recorded and filed in all appropriate offices and shall constitute a first and prior Lien on the Collateral, subject only to those matters set forth in Section 6.01 of this Agreement and all taxes, fees and charges in connection therewith shall have been paid. (b) EvidenceCommitment Agreement, in form and substance on terms satisfactory to the Lender, that shall have been duly authorized, executed and delivered to the Aircraft, business and all assets Lender by each of the Borrower are adequately insured as required by Section 5.04.Original Borrowers and shall constitute legal, valid and binding obligations of each of the Original Borrowers; (b) each of the conditions precedent with respect to a Project Mortgage shall be met to the satisfaction of the Lender with respect to each of the Original Borrowers, and the Project Mortgage Commitments made to the Borrowers in respect of the Original Borrowers’ Projects; (c) Payment the representations and warranties set forth in Section 6.1 shall be true and correct in all material respects on and as of the Origination Fee Effective Date, (other than those made as of an earlier date, each of which shall be true and correct in all reimbursable costs material respects on and expenses pursuant as of such earlier date) both before and after giving effect to any Drawdown of an Advance on such date and to the Loan Documentsapplication of proceeds therefrom, together with evidence by reference to the facts and circumstances then existing and the Original Borrowers shall have delivered a certificate of payment their respective senior officers to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date.such effect; (d) Lien searches (including Uniform Commercial Codeno Default or Event of Default shall have occurred and be continuing, judgments, bankruptcy nor shall any such event occur as a result of making any Advances or the application of proceeds therefrom and taxes) with respect the Original Borrowers shall have delivered a certificate of their respective senior officers to the Borrower and each Guarantor (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date.effect; and (e) With respect all proceedings to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches be taken by each of the applicable Canadian government authoritiesOriginal Borrowers, including without limitation the Investors Committee under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (and as defined in the International Registry) Framework Agreement, the Investors and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of each of the Borrower and parties to the Guarantor from Project Documents entered into in connection with the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and Original Borrowers’ Projects, as applicable in connection with the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person transactions contemplated by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Commitment Agreement and the other Loan under such Project Documents to which it is a party and (iii) the names, true signatures and incumbency of the members/managers/officers of such Person authorized to execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless and until a later certificate revising the prior certificate has been furnished to the Lender. (j) A certification regarding the beneficial ownership of the Borrower, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.), as amended from time to time, the regulations promulgated thereunder, and any successor statute, in form and substance satisfactory to the Lender. (k) Evidence, in form and substance acceptable to the Lender, that the Borrower has a tangible balance sheet equity of at least twenty percent (20%) on the Closing Date. (l) An opinion of counsel on behalf of the Borrower and the Guarantor, dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (m) An opinion of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (n) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, shall be reasonably satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment. (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower shall have executed and delivered all forms, documentation and information necessary for the establishment of the Cash Collateral Account at Lender, and shall have funded the Cash Collateral into the Cash Collateral Account (either prior to the Closing Date or contemporaneously therewith). (q) Such other instruments, documents, certificates, assurances and opinions as may be set forth in the preliminary closing checklist delivered to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above in this Section 4.01 shall be satisfactory in form, content and substance to the Lender, and the Lender shall have received copies of all documents (not otherwise required under this Section 4.1) from each of the Borrowers which the Lender may reasonably request in connection with said transactions.

Conditions for Closing. The Lender shall not be obligated to disburse the Bridge Loan until the Borrower shall have fulfilled and/or furnished to the Lender, at the Borrower’s own cost and expense, the following conditions (unless waived in writing by Lender):shall be satisfied on or prior to Closing: (a) The Loan Documents duly executed by the Borrower and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made and the Security Documents to be placed of record or filed Grantor shall have been duly authorized, executed and recorded and filed in all appropriate offices and shall constitute a first and prior Lien on the Collateral, subject only to those matters set forth in Section 6.01 of this Agreement and all taxes, fees and charges in connection therewith shall have been paid. (b) Evidence, in form and substance satisfactory delivered to the Lender, that the Aircraft, business and all assets of the Borrower are adequately insured as required by Section 5.04. (c) Payment of the Origination Fee and all reimbursable costs and expenses pursuant to the Loan Documents, together with evidence of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date. (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect to the Borrower and each Guarantor (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. (e) With respect to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined in the International Registry) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of Administrative Agent each of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party including: (i) (x) a confirmation of its Guarantee if such Grantor has previously provided a Guarantee or, (y) a Guarantee; (ii) confirmation of all Security Documents required to be delivered pursuant to the terms of the Existing Credit Agreement; and (iii) in the names, true signatures and incumbency case of the members/managers/officers Borrowers, this Agreement; and each such Loan Document shall constitute a legal, valid and binding obligation of such Person authorized Grantor, enforceable against such Grantor in accordance with its terms; (b) each Grantor shall have delivered to the Administrative Agent: (i) a certified copy of its Organic Documents; (ii) a certified copy of the resolutions authorizing it to enter into, execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless party and until to perform its obligations thereunder; (iii) a later certificate revising the prior certificate has been furnished as to the Lender.incumbency of its officers signing the Loan Documents to which it is a party; and (jiv) A certification regarding a certificate of status, good standing or like certificate with respect to such Grantor issued by the beneficial ownership appropriate government officials of the Borrowerjurisdiction of its incorporation; (c) there shall have been no Material Adverse Change since December 31, 2008; (d) no Default or Event of Default shall have occurred and be continuing; (e) opinions of Borrowers’ Counsel and local counsel, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.)applicable, as amended from time to time, the regulations promulgated thereunder, and any successor statuteeach Grantor, in form and substance satisfactory to the Lender.Lenders’ Counsel and the Administrative Agent, each acting reasonably, shall have been delivered to the Administrative Agent; (kf) Evidencenone of the undertaking, property or assets of any of the Grantors shall be subject to any Liens other than (i) Permitted Encumbrances or (ii) Liens with respect to which the Administrative Agent shall have received satisfactory evidence of the repayment of the underlying obligation and fully executed discharges and releases thereof (in registrable form where appropriate), and substance acceptable each of the Grantors shall have delivered to the LenderAdministrative Agent a Permitted Encumbrance Certificate if any of the undertaking, that property or assets of such Grantor is subject to any registered Liens; (g) the Borrower has a tangible balance sheet equity of at least twenty percent Borrowers shall have paid all fees and expenses relating to the Facility provided for in this Agreement as set out in Section 2.14 and any other Loan Document, to the extent then owing; (20%h) each Security Document required to be delivered or remain in place on the Closing Date. (l) An opinion of counsel on behalf Date shall have been registered, filed, recorded or otherwise perfected in the manner required by the law applicable to such Security Document to the satisfaction of the Borrower Administrative Agent and Lenders’ Counsel, each acting reasonably. Each of the GuarantorGrantors shall have delivered to the Administrative Agent all certificates evidencing all of the Pledged Shares required to be pledged pursuant to the provisions of the Existing Credit Agreement, dated together with such stock powers, powers of transfer or such other instruments or documents and such actions taken as the Closing DateAdministrative Agent shall deem necessary or desirable, acting reasonably, to perfect its first priority security interest in such Pledged Shares, provided such Pledged Shares are in certificated form or, if such Pledged Shares are not in certificated form, the issuer of such Pledged Shares shall have entered into a securities control agreement with the Administrative Agent, in form and substance satisfactory to the Lender in absolute discretion.Administrative Agent and Lenders’ Counsel, each acting reasonably; and (mi) An opinion Celestica shall have delivered to the Administrative Agent an Officer’s Certificate certifying as of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory : (i) as to the Lender matters in absolute discretion.Section 6.1(c) and 6.1(d); and (nii) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, satisfactory in form applicable schedule attached to such Officer’s Certificate sets out a complete list of (A) all Material Restricted Subsidiaries and content to the Lender, indicating that jurisdiction of formation for each such Material Restricted Subsidiary; (B) all Restricted Subsidiaries (other than Material Restricted Subsidiaries) and the estimated value jurisdiction of formation of each such furniture, fixtures Restricted Subsidiary; and equipment. (oC) An inventory all Grantors and (x) the jurisdiction of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower shall have executed and delivered all forms, documentation and information necessary for the establishment formation of the Cash Collateral Account at Lendereach such Grantor, and shall have funded (y) each province and/or state in which each such Grantor’s tangible assets in Canada and the Cash Collateral into the Cash Collateral Account (either prior to the Closing Date or contemporaneously therewith). (q) Such other instruments, documents, certificates, assurances and opinions as may be United States of America are located. The conditions set forth in this Section 6.1 are inserted for the preliminary closing checklist delivered sole benefit of the Lenders and may be waived by the Administrative Agent on behalf of the Lenders in whole or in part, with or without terms or conditions. Prior to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above waiving any condition set forth in this Section 4.01 6.1, the Administrative Agent shall be satisfactory in form, content consult with the Co-Lead Arrangers and substance to shall act reasonably given the Lenderviews of each of the Co-Lead Arrangers with respect of such waiver.

Conditions for Closing. 5.1. Conditions for the Company to Satisfy. The Lender shall not be obligated several obligations of each Purchaser to disburse purchase its respective Note and Warrant as contemplated by this Agreement is subject to satisfaction of the Bridge Loan until the Borrower shall have fulfilled and/or furnished following contingencies at or prior to the Lender, at the Borrower’s own cost and expense, the following conditions (unless waived in writing by Lender):Closing: (a) The Loan Documents duly executed by the Borrower and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made and the Security Documents to be placed of record or filed Company shall have been duly executed and recorded and filed in all appropriate offices and shall constitute a first and prior Lien on delivered to the Collateral, subject only to those matters set forth in Section 6.01 of this Agreement and all taxes, fees and charges in connection therewith shall have been paidPurchasers at Closing the Transaction Documents. (b) EvidenceThe Company shall have paid Whitebox Advisors a $45,000 cash origination fee, in form and substance satisfactory plus all reasonable out-of-pocket expenses for due diligence, related to the Lender, that the Aircraft, business and all assets of the Borrower are adequately insured as required by Section 5.04transactions contemplated hereby. (c) Payment of the Origination Fee and all reimbursable costs and expenses pursuant Xxxxxx Xxxxxxx Xxxxxx & Brand, LLP, legal counsel to the Loan DocumentsCompany, together with evidence of payment shall have delivered an opinion to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date. (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) Purchasers with respect to the Borrower following matters (which opinion may contain customary exclusions and each Guarantor (at limitations that are reasonably acceptable to counsel for the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, Purchasers): (i) showing no The Company is a corporation duly incorporated, validly existing Liens and in good standing under the laws of the State of Delaware. The Company has all corporate power and authority necessary to own its properties and to conduct its business as, to our knowledge, it is presently conducted. (ii) The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents. (iii) The Transaction Documents have been duly authorized by all necessary corporate action on the Collateral pledged by such Persons part of the Company. (iv) The authorized capital stock of the Company consists of 50,000,000 shares of Common Stock, par value $0.01 per share, and 2,000,000 shares of Preferred Stock, par value $0.01 per share. To our knowledge, except as permitted hereunder described in the Purchase Agreement (including the schedules and exhibits thereto), there are no other presently outstanding preemptive rights to purchase from the Company any of the authorized but unissued stock of the Company. (v) Each of the Transaction Documents, when executed and delivered by the Company, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. (vi) When issued in compliance with the provisions of the Notes and Warrants (and upon payment as provided by the Warrants), the Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Shares may be subject to restrictions on transfer under applicable state and federal securities laws. (vii) The execution and delivery of the Transaction Documents by the Company will not result in (i) a violation of the Company's Certificate of Incorporation or Bylaws (in each case, as amended or restated) or (ii) accompanied to our knowledge, a violation or default under any agreement known by necessary termination statements, release statements and us to which the Company is a party or by which any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed its properties or for which satisfactory arrangements have been made for such filing on the Closing Dateassets are bound. (eviii) With respect To our knowledge, except as disclosed in the SEC Reports, there is no other action, suit, proceeding or investigation pending or currently threatened against the Company that questions the validity of the Purchase Agreement or the other Transaction Documents, or the right of the Company to enter into any of such agreements, or to consummate the transactions contemplated thereby. To our knowledge, except as disclosed in the SEC Reports, neither the Company nor any Subsidiary is a party or subject to the Aircraftprovisions of any order, (i) an FAA and International Registry lien and title search acceptable to the Lenderwrit, (ii) a copy injunction, judgment or decree of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian any court or government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined in the International Registry) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programsagency or instrumentality. (fix) Copies of all Upon consummation of the Aircraft Contracts in effect as transactions contemplated by the Transaction Documents, including delivery of the Closing DateSecurity Agreement, and filing of a UCC Financing Statement covering the Collateral, a security interest in form and substance reasonably acceptable to the Lender. (g) A copy Collateral will attach in favor of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the LenderPurchasers. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of each of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party and (iii) the names, true signatures and incumbency of the members/managers/officers of such Person authorized to execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless and until a later certificate revising the prior certificate has been furnished to the Lender. (j) A certification regarding the beneficial ownership of the Borrower, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.), as amended from time to time, the regulations promulgated thereunder, and any successor statute, in form and substance satisfactory to the Lender. (k) Evidence, in form and substance acceptable to the Lender, that the Borrower has a tangible balance sheet equity of at least twenty percent (20%) on the Closing Date. (l) An opinion of counsel on behalf of the Borrower and the Guarantor, dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (m) An opinion of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory to the Lender in absolute discretion. (n) Listing of furniture, fixtures and equipment owned by the Borrower or a certification that the Borrower does not own any, satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment. (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) The Borrower shall have executed and delivered all forms, documentation and information necessary for the establishment of the Cash Collateral Account at Lender, and shall have funded the Cash Collateral into the Cash Collateral Account (either prior to the Closing Date or contemporaneously therewith). (q) Such other instruments, documents, certificates, assurances and opinions as may be set forth in the preliminary closing checklist delivered to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above in this Section 4.01 shall be satisfactory in form, content and substance to the Lender.

Conditions for Closing. The Lender shall not be obligated to disburse the Bridge Loan until the Borrower shall have fulfilled and/or furnished to the Lender, at the Borrower’s own cost and expense, the following conditions (unless waived shall be satisfied in writing by Lender):order for this Agreement to be effective: (a) The Loan Documents duly executed by the Borrower and each Guarantor (as applicable) along with evidence that all financing statements and other filings contemplated thereby have been made and the Security Documents to be placed of record or filed Grantor shall have been duly authorized, executed and recorded and filed in all appropriate offices and shall constitute a first and prior Lien on the Collateral, subject only to those matters set forth in Section 6.01 of this Agreement and all taxes, fees and charges in connection therewith shall have been paid. (b) Evidence, in form and substance satisfactory delivered to the Lender, that the Aircraft, business and all assets of the Borrower are adequately insured as required by Section 5.04. (c) Payment of the Origination Fee and all reimbursable costs and expenses pursuant to the Loan Documents, together with evidence of payment to other parties of all fees and costs which Borrower is required under the Loan Documents to pay by the Closing Date. (d) Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect to the Borrower and each Guarantor (at the state and county level) from the jurisdiction of its organization and each other jurisdiction in which it maintains an office, including the home airport of the Aircraft, (i) showing no existing Liens on the Collateral pledged by such Persons except as permitted hereunder or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed or for which satisfactory arrangements have been made for such filing on the Closing Date. (e) With respect to the Aircraft, (i) an FAA and International Registry lien and title search acceptable to the Lender, (ii) a copy of Aircraft Registration Certificate, (iii) lien and title searches of the applicable Canadian government authorities, including without limitation under the Personal Property Security Act, in form acceptable to the Lender, (iv) evidence that the Borrower has become a Transaction User Entity (as defined in the International Registry) and appointed an administrator and a professional registry user entity, in form and substance satisfactory to the Lender, (v) reasonable evidence that the Aircraft is eligible for prompt issuance of a U.S. Certificate of Airworthiness following the Aircraft’s transfer of title to Borrower, (vi) Completed Customs and Border Protection Forms 7501 and 3461 evidencing importation into the U.S., and (vii) a copy of the airframe, engine, and avionics maintenance programs. (f) Copies of all of the Aircraft Contracts in effect as of the Closing Date, in form and substance reasonably acceptable to the Lender. (g) A copy of the Borrower’s and each Guarantor’s organizational documents, in form and substance satisfactory to the Lender. (h) A certificate of existence, authorization, good standing certificate, or its equivalent of Administrative Agent each of the Borrower and the Guarantor from the Secretary of State of such Person’s jurisdiction of incorporation/formation/organization and the Secretary of State of each other jurisdiction in which such Person is qualified to do business as a foreign corporation/company/partnership, if any. (i) A certificate in form and substance satisfactory to Lender from the Borrower and each Guarantor, dated the Closing Date and signed on behalf of such Person by an authorized member/manager/officer of such Person certifying as to (i) true copies of the organizational documents of such Person and any amendments thereto, (ii) the resolutions of the directors/managers and/or shareholders/members (as the case may be) of such Person authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party including: (i) (x) a confirmation of its Guarantee if such Grantor has previously provided a Guarantee or, (y) a Guarantee; (ii) confirmation of all Security Documents required to be delivered pursuant to the terms of the Existing Credit Agreement; and (iii) in the names, true signatures and incumbency case of the members/managers/officers Borrowers, this Agreement; and each such Loan Document shall constitute a legal, valid and binding obligation of such Person authorized Grantor, enforceable against such Grantor in accordance with its terms; (b) each Grantor shall have delivered to the Administrative Agent: (i) a certified copy of its Organic Documents; (ii) a certified copy of the resolutions authorizing it to enter into, execute and deliver the Loan Documents to which it is a party. The Lender may conclusively rely on such certification unless party and until to perform its obligations thereunder; (iii) a later certificate revising the prior certificate has been furnished as to the Lender.incumbency of its officers signing the Loan Documents to which it is a party; and (jiv) A certification regarding a certificate of status, good standing or like certificate with respect to such Grantor issued by the beneficial ownership appropriate government officials of the Borrowerjurisdiction of its incorporation; (c) there shall have been no Material Adverse Change since December 31, 2014; (d) no Default or Event of Default shall have occurred and be continuing; (e) opinions of Borrowers’ Counsel and local counsel, as required by the Bank Secrecy Act (31 C.F.R. §1010.230 et. seq.)applicable, as amended from time to time, the regulations promulgated thereunder, and any successor statuteeach Grantor, in form and substance satisfactory to the Lender.Lenders’ Counsel and the Administrative Agent, each acting reasonably, shall have been delivered to the Administrative Agent; (kf) Evidencenone of the undertaking, property or assets of any of the Grantors shall be subject to any Liens other than (i) Permitted Encumbrances or (ii) Liens with respect to which the Administrative Agent shall have received satisfactory evidence of the repayment of the underlying obligation and fully executed discharges and releases thereof (in registrable form where appropriate), and substance acceptable each of the Grantors shall have delivered to the LenderAdministrative Agent a Permitted Encumbrance Certificate if any of the undertaking, that property or assets of such Grantor is subject to any registered Liens; (g) the Borrower has a tangible balance sheet equity of at least twenty percent Borrowers shall have paid all fees and expenses relating to the Facilities provided for in this Agreement as set out in Section 2.19 and any other Loan Document, to the extent then owing; (20%h) each Security Document required to be delivered or remain in place on the Closing Date. (l) An opinion of counsel on behalf Date shall have been registered, filed, recorded or otherwise perfected in the manner required by the law applicable to such Security Document to the satisfaction of the Borrower Administrative Agent and Lenders’ Counsel, each acting reasonably. Each of the GuarantorGrantors shall have delivered to the Administrative Agent all certificates evidencing all of the Pledged Shares required to be pledged pursuant to the provisions of the Existing Credit Agreement, dated together with such stock powers, powers of transfer or such other instruments or documents and such actions taken as the Closing DateAdministrative Agent shall deem necessary or desirable, acting reasonably, to perfect its first priority security interest in such Pledged Shares, provided such Pledged Shares are in certificated form or, if such Pledged Shares are not in certificated form, the issuer of such Pledged Shares shall have entered into a securities control agreement with the Administrative Agent, in form and substance satisfactory to the Lender in absolute discretion.Administrative Agent and Lenders’ Counsel, each acting reasonably; (mi) An opinion Celestica shall have delivered to the Administrative Agent an Officer’s Certificate certifying as of special FAA counsel, including an International Registry Priority Search Certificate, each dated the Closing Date, in form and substance satisfactory : (i) as to the Lender matters in absolute discretion.Section 6.1(c) and 6.1(d); and (nii) Listing that the applicable schedule attached to such Officer’s Certificate sets out a complete list of furniture(A) all Material Restricted Subsidiaries and the jurisdiction of formation for each such Material Restricted Subsidiary; (B) all Restricted Subsidiaries (other than Material Restricted Subsidiaries) and the jurisdiction of formation of each such Restricted Subsidiary; and (C) all Grantors and (x) the jurisdiction of formation of each such Grantor, fixtures and equipment owned (y) each province and/or state in which each such Grantor’s tangible assets in Canada and the United States of America are located; (j) Celestica shall have delivered to the Administrative Agent a certificate of an authorized officer with respect to insurance described in Section 9.1(h); and (k) the Lenders shall have received all applicable “know-your-client” and anti-money laundering rules and regulations information reasonably requested by the Borrower or a certification that the Borrower does not own any, satisfactory in form and content to the Lender, indicating that the estimated value of such furniture, fixtures and equipment. (o) An inventory of all Warranties (including copies all documentation with respect thereto) relating to the Aircraft. (p) Lenders. The Borrower shall have executed and delivered all forms, documentation and information necessary for the establishment of the Cash Collateral Account at Lender, and shall have funded the Cash Collateral into the Cash Collateral Account (either prior to the Closing Date or contemporaneously therewith). (q) Such other instruments, documents, certificates, assurances and opinions as may be conditions set forth in this Section 6.1 are inserted for the preliminary closing checklist delivered sole benefit of the Lenders and may be waived by the Administrative Agent on behalf of the Lenders in whole or in part, with or without terms or conditions. Prior to the Borrower in connection with this Agreement or as the Lender shall reasonably require to evidence and secure the Loan, to comply with the provisions hereof and the requirements of regulatory authorities to which the Lender is subject, all of which, including those referred to above waiving any condition set forth in this Section 4.01 6.1, the Administrative Agent shall be satisfactory in form, content consult with the Co-Lead Arrangers and substance to shall act reasonably given the Lenderviews of each of the Co-Lead Arrangers with respect of such waiver.