Common use of Funding of Bankers’ Acceptances Clause in Contracts

Funding of Bankers’ Acceptances. (i) Subject to the limitations contained in Section 2.01(a)(i), Section 2.02(a)(ii), Section 2.02(b) and this Section 2.02(g), if the Canadian Administrative Agent receives from the Canadian Borrower a Loan Notice requesting a Bankers’ Acceptance Advance or an extension or conversion of a Base Rate Loan into a Bankers’ Acceptance Advance, the Canadian Administrative Agent shall notify each of the Canadian Revolving Lenders promptly on the third Business Day prior to the date of such requested borrowing of such request except that, if the Face Amount of a Bankers’ Acceptance or Acceptance Note which would otherwise be accepted or purchased by a Canadian Revolving Lender would not be in the amount of CAN$100,000, or an integral multiple thereof, such Face Amount shall be increased or reduced by the Canadian Administrative Agent in its sole and unfettered discretion to the nearest integral multiple of CAN$100,000. Each BA Lender or Acceptance Lender, as applicable, shall, not later than 12:00 noon (Toronto time) on the date of each Bankers’ Acceptance Advance under the Canadian Revolving Loan, subject to this Section 2.02(g) and Section 2.02(a)(ii), purchase Bankers’ Acceptances or Acceptance Notes of the Canadian Borrower which are presented to it for acceptance or purchase and which have an aggregate Face Amount equal to such BA Lender’s or Acceptance Lender’s Applicable Percentage of the total Bankers’ Acceptance Advance on such date. Concurrent with the acceptance or purchase of Bankers’ Acceptances or Acceptance Notes of the Canadian Borrower as aforesaid, each BA Lender or Acceptance Lender, as applicable, shall make available to the Canadian Administrative Agent its pro rata portion of the Notional BA Proceeds with respect to such Bankers’ Acceptance. The Canadian Administrative Agent shall, upon fulfillment by the Canadian Borrower of the conditions set out in Section 5.01 or Section 5.02, as applicable, make such Notional BA Proceeds available to the Canadian Borrower on the date of such Bankers’ Acceptance Advance by wiring the funds available to the Canadian Administrative Agent by the Canadian Revolving Lenders and in like funds as received by the Canadian Administrative Agent in accordance with instructions provided to (and reasonably acceptable to) the Canadian Administrative Agent by the Canadian Borrower.

Funding of Bankers’ Acceptances. (i) Subject to the limitations contained in Section 2.01(a)(i2.3(a), Section 2.02(a)(ii), Section 2.02(b2.3(b) and this Section 2.02(g2.3(c), if the Canadian Administrative Agent receives from the any Canadian Borrower (or the Company on behalf of any Canadian Borrower) a Loan Funding Notice or a Conversion/Continuation Notice requesting a Bankers’ Acceptance Advance or an extension or conversion of a Canadian Dollar Base Rate Loan into a Bankers’ Acceptance Advance, the Canadian Administrative Agent shall notify each of the Canadian Revolving Lenders promptly prior to 12:00 p.m.. (Toronto time) on the third second Business Day prior to the date of such requested borrowing borrowing, of such request except that, if the Face Amount of a Bankers’ Acceptance or Acceptance Note which would otherwise be accepted or purchased by a Canadian Revolving Lender would not be in the amount of CAN$100,000C$500,000, or an integral multiple thereof, such Face Amount shall be increased or reduced by the Canadian Administrative Agent in its sole and unfettered discretion to the nearest integral multiple of CAN$100,000C$100,000. Each BA Lender or Acceptance Lender, as applicablethe case may be, shall, not later than 12:00 noon 2:00 p.m. (Toronto time) on the date of each Bankers’ Advance Acceptance Advance under the Canadian Revolving LoanLoan (whether in respect of a Funding Notice or pursuant to a Conversion/Continuation Notice), subject to this Section 2.02(g) and Section 2.02(a)(ii2.3(c), purchase Bankers’ Acceptances or Acceptance Notes of the Canadian Borrower Borrowers which are presented to it for acceptance or purchase and which have an aggregate Face Amount face amount equal to such BA Lender’s or Acceptance Lender’s Applicable Percentage pro rata share of the total Bankers’ Acceptance Advance on such date. With respect to each Funding Notice or pursuant to a Conversion/Continuation Notice, each BA Lender or Acceptance Lender, as the case may be, shall not be required to accept or purchase any Bankers’ Acceptance or Acceptance Note which has a face amount which is less than C$500,000 or not an integral multiple of C$100,000. Concurrent with the acceptance or purchase of Bankers’ Acceptances or Acceptance Notes of the Canadian Borrower Borrowers as aforesaid, each BA Lender or Acceptance Lender, as applicablethe case may be, shall make available to the Canadian Administrative Agent its pro rata portion of the Notional BA Proceeds with respect to such Bankers’ Acceptance. The Canadian Administrative Agent shall, upon fulfillment by the any Canadian Borrower of the conditions set out in Section 5.01 3.1 or Section 5.023.2, as applicable, make such Notional BA Proceeds available to the such Canadian Borrower on the date of such Bankers’ Acceptance Advance by wiring the funds available to the Canadian Administrative Agent by the Canadian Revolving Lenders and in like funds as received by Canadian Agent to the Canadian Administrative Agent in accordance with instructions provided to (and reasonably acceptable to) the Canadian Administrative Agent account specified by the such Canadian Borrower.

Funding of Bankers’ Acceptances. (i) Subject to the limitations contained in Section 2.01(a)(i), Section 2.02(a)(ii), Section 2.02(bSections 2.15(i)(ii) and this Section 2.02(g)2.15(i)(iii) below, if each Canadian Revolving Lender shall, not later than 2:00 p.m., Toronto, Ontario time, on the Canadian Administrative Agent receives from the Canadian Borrower a Loan Notice requesting a date of creation of Bankers’ Acceptance Advance or an extension or conversion of a Base Rate Loan into a Bankers’ Acceptance AdvanceAcceptances, the Canadian Administrative Agent shall notify each accept orders of the Canadian Borrowers which are presented to it for acceptance in an amount equal to each Canadian Revolving Lenders promptly Lender’s Canadian Revolver Commitment Percentage of the aggregate Face Amounts of Bankers’ Acceptances created on the third Business Day prior to the date of such requested borrowing of such request except thatdate; provided, however, that if the Face Amount of a Bankers’ Acceptance or Acceptance Note Banker’s Acceptance, which would otherwise be accepted or purchased by a Canadian Revolving Lender Lender, would not be in the amount of CAN$100,000, C$100,000 or an integral a larger multiple thereof, such Face Amount shall be increased or reduced by the Canadian Administrative Agent in its sole and unfettered discretion to the nearest integral multiple of CAN$100,000C$100,000. Subject to the provisions hereof, Agent shall be responsible for making all necessary arrangements with each of the Canadian Revolving Lenders with respect to the acceptance of Bankers’ Acceptances. (ii) Each Canadian Revolving Lender shall transfer to Agent for value on such creation date immediately available Canadian Dollars in an aggregate amount equal to the BA Discount Proceeds of all Bankers’ Acceptances accepted and sold or purchased by such Canadian Revolving Lender on such date net of the applicable Acceptance Fee and net of the amount required to pay any of its previously accepted Bankers’ Acceptances that are maturing on such date or Acceptance its percentage of any Canadian Revolving Loan that is being converted to Bankers’ Acceptances on such date. (iii) Subject to Section 2.15(j), if (A) a Canadian Revolving Lender is not a bank, and gives a general notice to Agent and the Canadian Borrowers that such Canadian Revolving Lender is therefore unable to create Bankers’ Acceptances, or (B) in the sole judgment of a Canadian Revolving Lender, as applicablesuch Canadian Revolving Lender is unable to create a Bankers’ Acceptance in accordance with this Agreement, shallsuch Canadian Revolving Lender shall give an irrevocable notice to such effect to Agent and the Canadian Borrowers prior to 12:00 noon, not later than 12:00 noon Toronto, Ontario time, one (Toronto time1) on Business Day prior to the date of each such requested Bankers’ Acceptance Advance under the Acceptance. In such event, such Canadian Revolving Loan, subject to this Section 2.02(g) and Section 2.02(a)(ii), purchase Bankers’ Acceptances or Acceptance Notes of the Canadian Borrower which are presented to it for acceptance or purchase and which have an aggregate Face Amount equal to such BA Lender’s or Acceptance Lender’s Applicable Percentage of the total Bankers’ Acceptance Advance on such date. Concurrent with the acceptance or purchase of Bankers’ Acceptances or Acceptance Notes of the Canadian Borrower as aforesaid, each BA Lender or Acceptance Lender, as applicable, shall make available to the Canadian Administrative Agent its pro rata portion Borrowers prior to 2:00 p.m., Toronto, Ontario time, on the date of the Notional requested creation of the Bankers’ Acceptance, a Canadian Dollar loan (a “BA Equivalent Loan”) in a principal amount equal to the BA Discount Proceeds with respect of such Canadian Revolving Lender’s Pro Rata Share of the aggregate of the Face Amounts of Bankers’ Acceptances to be created on such date and all of such BA Equivalent Loans to be made pursuant to this Section 2.15(i)(iii) on such date, such BA Equivalent Loan to be funded in the same manner as the Bankers’ Acceptances provided by the other Canadian Revolving Lenders. A BA Equivalent Loan shall have the same term as the Bankers’ Acceptance for which it is a substitute and shall bear such interest per annum throughout the term thereof as shall permit such Canadian Revolving Lender to obtain the same effective rate as if such Canadian Revolving Lender had accepted and purchased a Bankers’ Acceptance at the same Acceptance Fee and pricing at which Agent would have accepted and purchased such Bankers’ AcceptanceAcceptance on the bid side of the market at approximately 2:00 p.m., Toronto, Ontario time, on the date such BA Equivalent Loan is made. The Canadian Administrative Agent shallBorrowers hereby agree that if a BA Equivalent Loan is made by a Canadian Revolving Lender, upon fulfillment by the Canadian Borrower of the conditions set out interest shall be payable in Section 5.01 or Section 5.02, as applicable, make such Notional BA Proceeds available to the Canadian Borrower advance on the date of such loan by deducting the interest payable in respect thereof from the principal amount of such BA Equivalent Loan. It is the intention of the parties that BA Equivalent Loans be considered the equivalent of Bankers’ Acceptance Advance by wiring Acceptances, and that references in this Agreement to Bankers’ Acceptances be construed accordingly. Without limiting the funds available generality of the foregoing, whenever in this Agreement a reference is made to the Canadian Administrative Agent by creation, conversion into or from, continuation, prepayment or repayment of any Bankers’ Acceptances, such reference shall, unless the Canadian Revolving Lenders and in like funds context requires otherwise, be read as received by including a reference to the Canadian Administrative Agent in accordance making, conversion into or from, continuation, prepayment or repayment of the BA Equivalent Loans made concurrently with instructions provided to (and reasonably acceptable to) the Canadian Administrative Agent by the Canadian Borrowercreation of such Bankers’ Acceptances.

Funding of Bankers’ Acceptances. (i) Subject to the limitations contained in Section 2.01(a)(i2.2(a), Section 2.02(a)(ii), Section 2.02(b2.2(b) and this Section 2.02(g2.2(f), if the Canadian Administrative Agent receives from the Canadian Borrower a Loan Notice of Borrowing or a Notice of Conversion/Extension requesting a Bankers’ ' Acceptance Advance or an extension or conversion of a Base Canadian Prime Rate Loan into a Bankers’ ' Acceptance Advance, the Canadian Administrative Agent shall notify each of the Canadian Revolving Lenders promptly on the third Business Day prior to the date of such requested borrowing of such request except that, if the Face Amount of a Bankers’ ' Acceptance or Acceptance Note which would otherwise be accepted or purchased by a Canadian Revolving Lender would not be in the amount of CAN$100,000C$100,000, or an integral multiple thereof, such Face Amount shall be increased or reduced by the Canadian Administrative Agent in its sole and unfettered discretion to the nearest integral multiple of CAN$100,000C$100,000. Each BA Lender or Acceptance Lender, as applicable, shall, not later than 12:00 noon (Toronto time) on the date of each Bankers’ ' Advance Acceptance Advance under the Canadian Revolving LoanLoan (whether in respect of a Notice of Borrowing or pursuant to a Notice of Conversion/Extension), subject to this Section 2.02(g2.2(f) and Section 2.02(a)(ii2.2(a), purchase Bankers’ ' Acceptances or Acceptance Notes of the Canadian Borrower which are presented to it for acceptance or purchase and which have an aggregate Face Amount equal to such BA Lender’s 's or Acceptance Lender’s Applicable Percentage 's pro rata share of the total Bankers’ ' Acceptance Advance on such date. Concurrent with the acceptance or purchase of Bankers’ ' Acceptances or Acceptance Notes of the Canadian Borrower as aforesaid, each BA Lender or Acceptance Lender, as applicable, shall make available to the Canadian Administrative Agent its pro rata portion of the Notional BA Proceeds with respect to such Bankers’ ' Acceptance. The Canadian Administrative Agent shall, upon fulfillment by the Canadian Borrower of the conditions set out in Section 5.01 4.1 or Section 5.024.2, as applicable, make such Notional BA Proceeds available to the Canadian Borrower on the date of such Bankers’ ' Acceptance Advance by wiring the funds available to the Canadian Administrative Agent by the Canadian Revolving Lenders and in like funds as received by the Canadian Administrative Agent in accordance with instructions provided to (and reasonably acceptable to) the account of the Canadian Administrative Agent Borrower specified by the Canadian BorrowerBorrower in the Account Designation Letter delivered hereunder.

Funding of Bankers’ Acceptances. (i) Subject to If the limitations contained in Section 2.01(a)(i), Section 2.02(a)(ii), Section 2.02(b) and this Section 2.02(g), if the Canadian Administrative Agent receives from a Notice of Borrowing or a Notice of Continuation/Conversion requesting a Loan by way of, or a continuation of a Loan under the Canadian Borrower Revolving Facility, as or a conversion of a Loan Notice requesting into, a Bankers’ Acceptance Advance or an extension or conversion of a Base Rate Loan into a Bankers’ Acceptance AdvanceLoan, the Canadian Administrative Agent shall notify each of the Canadian Revolving Lenders promptly prior to 4:00 p.m. (New York City time) on the third Business Day prior to of receipt of such Notice of Borrowing or Notice of Continuation/Conversion, as the date case may be, of such receipt and of each Canadian Revolving Lender’s Commitment Percentage of such requested borrowing of such request Bankers’ Acceptance Loan, except that, if the Face Amount of a Bankers’ Acceptance which would otherwise be accepted by or an Acceptance Note which would otherwise be accepted or purchased by issued in favor of a Canadian Revolving Relevant Lender would not be in the amount of CAN$100,000, Cdn$100,000 or an integral multiple thereof, such Face Amount shall be increased or reduced decreased by the Canadian Administrative Agent in its sole and unfettered discretion to the nearest integral multiple of CAN$100,000Cdn$100,000. Each BA Subject to the terms of Section 2.4, this Section 2.6 and Article 4, each Relevant Lender or Acceptance Lender, as applicable, shall, not later than 12:00 noon (Toronto New York City time) on the date requested Extension Date of each Bankers’ Acceptance Advance under the Canadian Revolving such Loan, subject to this Section 2.02(g) accept and Section 2.02(a)(ii), purchase Bankers’ Acceptances or Acceptance Notes of drawn by the Canadian Borrower which are presented to it for acceptance acceptance, or accept and purchase and Acceptance Notes made by such Borrower in favor of such Lender, which have an aggregate Face Amount equal to such BA Lender’s or Acceptance Lender’s Applicable Commitment Percentage of the total Face Amount of Bankers’ Acceptance Advance Loan on such date. With respect to each Bankers’ Acceptance Loan (including any continuation as, or conversion into, a Bankers’ Acceptance Loan), each Relevant Lender shall not be required to accept and purchase any Bankers’ Acceptance or accept and purchase any Acceptance Note which has a Face Amount which is not an integral multiple of Cdn$100,000. Concurrent with the acceptance or and purchase of a Bankers’ Acceptances Acceptance drawn, or Acceptance Notes of the Canadian Borrower Note purchased, as aforesaid, each BA Relevant Lender or Acceptance Lender, as applicable, shall make available available, subject to Section 2.6(b), to the Canadian Administrative Agent its pro rata portion of the Notional BA Discount Proceeds with respect to such Bankers’ AcceptanceAcceptance or Acceptance Note. The Canadian Administrative Agent shall, upon subject to fulfillment by the Canadian Relevant Borrower of the conditions set out in Article 4 and subject to Section 5.01 or Section 5.02, as applicable2.6(b), make such Notional BA Discount Proceeds available to the Canadian Relevant Borrower on the date Extension Date of such Bankers’ Acceptance Advance Loan by wiring crediting the funds available to the Canadian Administrative Agent by the Canadian Revolving Lenders and in like funds as received by the Canadian Administrative Agent in accordance with instructions provided to (and reasonably acceptable to) the Canadian Administrative Agent by the Canadian Relevant Borrower’s Account.

Funding of Bankers’ Acceptances. (i) Subject to If the limitations contained in Section 2.01(a)(i), Section 2.02(a)(ii), Section 2.02(b) and this Section 2.02(g), if the Canadian Administrative Agent receives from the Celestica or a Canadian Borrower Designated Subsidiary a Loan Drawdown Notice or a Rollover Notice or a Conversion Notice requesting a Bankers’ Acceptance an Advance or an extension a Rollover or conversion of a Base Rate Loan Conversion into a Bankers’ ' Acceptance Advance, the Canadian Administrative Agent shall notify each of the Canadian Revolving Lenders promptly Lenders, prior to 11:30 a.m. (Toronto, Canada time) on the third Business first Banking Day prior to the date of such requested borrowing Advance, of such request and each Lender's Main Facility Rateable Portion of such Advance except that, if the Face Amount of a Bankers’ Acceptance or Acceptance Note draft which would otherwise be accepted or purchased by a Canadian Revolving Lender would not be in the amount of CAN$100,000Cdn.$100,000, or an integral multiple thereof, such Face Amount shall be increased or reduced by the Canadian Administrative Agent in its sole and unfettered discretion to the nearest integral multiple of CAN$100,000Cdn.$100,000. Each BA Lender or Acceptance Lender, as applicable, shall, not later than 12:00 noon 11:30 a.m. (Toronto Toronto, Canada time) on the date of each Advance by way of Bankers’ ' Acceptance Advance under the Canadian Revolving Loan, subject Facility (whether in respect of a Drawdown or pursuant to this Section 2.02(g) and Section 2.02(a)(iia Rollover or Conversion), purchase Bankers’ Acceptances accept drafts of such Borrower who has delivered such Drawdown Notice, Rollover Notice or Acceptance Notes of the Canadian Borrower Conversion Notice which are presented to it for acceptance or purchase and which have an aggregate Face Amount face amount equal to such BA Lender’s or Acceptance Lender’s Applicable Percentage 's Main Facility Rateable Portion of the total Advance being made by way of Bankers’ Acceptance Advance ' Acceptances on such date. Concurrent With respect to each Drawdown of or Rollover of or Conversion into Bankers' Acceptances, each Lender shall not be required to accept any draft which has a Face Amount which is not an integral multiple of Cdn.$100,000. Subject to this Section and Section 2.3, each Lender shall purchase its Main Facility Rateable Portion of any Bankers' Acceptances. Concurrently with the acceptance or purchase of Bankers’ Acceptances or Acceptance Notes drafts of the Canadian such Borrower as aforesaid, each BA Lender or Acceptance Lender, as applicable, shall make available to the Canadian Administrative Agent its pro rata portion Main Facility Rateable Portion of the Notional BA Proceeds with respect to such Bankers’ AcceptanceAdvance. The Canadian Administrative Agent shall, upon fulfillment fulfilment by the Canadian such Borrower of the conditions set out in Section 5.01 6.2 or Section 5.026.3, as applicable, make such Notional BA Proceeds available to the Canadian such Borrower on the date of such Bankers’ Acceptance Advance by wiring crediting the funds available to the Canadian Administrative Agent by the Canadian Revolving Lenders and in like funds as received by the Canadian Administrative Agent in accordance with instructions provided to (and reasonably acceptable to) the Canadian Administrative Agent by the Canadian Designated Account of such Borrower.

Funding of Bankers’ Acceptances. (i) Subject to the limitations contained in Section 2.01(a)(i), Section 2.02(a)(ii), Section 2.02(b) and this Section 2.02(g), if If the Canadian Administrative Facility Agent receives from the Celestica or a Canadian Borrower Designated Subsidiary a Loan Drawdown Notice or a Rollover Notice or a Conversion Notice requesting a Bankers’ Acceptance an Advance or an extension a Rollover or conversion of a Base Rate Loan Conversion into a Bankers’ ' Acceptance Advance, the Canadian Administrative Facility Agent shall notify each of the Canadian Revolving Lenders promptly Lenders, prior to 11:30 a.m. (Toronto time) on the third Business first Banking Day prior to the date of such requested borrowing Advance, of such request and each Lender's Rateable Portion of such Advance except that, if the Face Amount of a Bankers’ Acceptance or Acceptance Note draft which would otherwise be accepted or purchased by a Canadian Revolving Lender would not be in the amount of CAN$100,000Cdn. $100,000, or an integral multiple thereof, such Face Amount shall be increased or reduced by the Canadian Administrative Facility Agent in its sole and unfettered discretion to the nearest integral multiple of CAN$100,000Cdn. $100,000. Each BA Canadian Lender or Acceptance Lender, as applicable, shall, not later than 12:00 noon 11:30 a.m. (Toronto time) on the date of each Advance by way of Bankers’ ' Acceptance Advance under the Canadian Revolving Loan, subject Facility (whether in respect of a Drawdown or pursuant to this Section 2.02(g) and Section 2.02(a)(iia Rollover or Conversion), purchase Bankers’ Acceptances accept drafts of such Borrower who has delivered such Drawdown Notice, Rollover Notice or Acceptance Notes of the Canadian Borrower Conversion Notice which are presented to it for acceptance or purchase and which have an aggregate Face Amount face amount equal to such BA Canadian Lender’s or Acceptance Lender’s Applicable Percentage 's Rateable Portion of the total Advance being made by way of Bankers’ Acceptance Advance ' Acceptances on such date. With respect to each Drawdown of or Rollover of or Conversion into Bankers' Acceptances, each Canadian Lender shall not be required to accept any draft which has a face amount which is not an integral multiple of Cdn. $100,000. Subject to this Section and Section 2.3, each Canadian Lender shall purchase its Rateable Portion of any Bankers' Acceptances. Concurrent with the acceptance or purchase of Bankers’ Acceptances or Acceptance Notes drafts of the Canadian such Borrower as aforesaid, each BA Canadian Lender or Acceptance Lender, as applicable, shall make available to the Canadian Administrative Facility Agent its pro rata portion Rateable Portion of the Notional BA Proceeds with respect to such Bankers’ AcceptanceAdvance. The Canadian Administrative Facility Agent shall, upon fulfillment fulfilment by the Canadian such Borrower of the conditions set out in Section 5.01 6.1 or Section 5.026.2, as applicable, make such Notional BA Proceeds available to the Canadian such Borrower on the date of such Bankers’ Acceptance Advance by wiring crediting the funds available to the Canadian Administrative Agent by the Canadian Revolving Lenders and in like funds as received by the Canadian Administrative Agent in accordance with instructions provided to (and reasonably acceptable to) the Canadian Administrative Agent by the Canadian Designated Account of such Borrower.

Funding of Bankers’ Acceptances. (i) Subject to If the limitations contained in Section 2.01(a)(i), Section 2.02(a)(ii), Section 2.02(b) and this Section 2.02(g), if the Canadian Administrative Agent receives from the Celestica or a Canadian Borrower Designated Subsidiary a Loan Drawdown Notice or a Rollover Notice or a Conversion Notice requesting a Bankers’ Acceptance an Advance or an extension a Rollover or conversion of a Base Rate Loan Conversion into a Bankers’ Acceptance Advance, the Canadian Administrative Agent shall notify each of the Canadian Revolving Lenders promptly Lenders, prior to 11:30 a.m. (Toronto, Canada time) on the third Business first Banking Day prior to the date of such requested borrowing Advance, of such request and each Lender’s Main Facility Rateable Portion of such Advance except that, if the Face Amount of a Bankers’ Acceptance or Acceptance Note draft which would otherwise be accepted or purchased by a Canadian Revolving Lender would not be in the amount of CAN$100,000Cdn.$100,000, or an integral multiple thereof, such Face Amount shall be increased or reduced by the Canadian Administrative Agent in its sole and unfettered discretion to the nearest integral multiple of CAN$100,000Cdn.$100,000. Each BA Lender or Acceptance Lender, as applicable, shall, not later than 12:00 noon 11:30 a.m. (Toronto Toronto, Canada time) on the date of each Advance by way of Bankers’ Acceptance Advance under the Canadian Revolving Loan, subject Facility (whether in respect of a Drawdown or pursuant to this Section 2.02(g) and Section 2.02(a)(iia Rollover or Conversion), purchase Bankers’ Acceptances accept drafts of such Borrower who has delivered such Drawdown Notice, Rollover Notice or Acceptance Notes of the Canadian Borrower Conversion Notice which are presented to it for acceptance or purchase and which have an aggregate Face Amount face amount equal to such BA Lender’s or Acceptance Lender’s Applicable Percentage Main Facility Rateable Portion of the total Advance being made by way of Bankers’ Acceptance Advance Acceptances on such date. Concurrent With respect to each Drawdown of or Rollover of or Conversion into Bankers’ Acceptances, each Lender shall not be required to accept any draft which has a Face Amount which is not an integral multiple of Cdn.$100,000. Subject to this Section and Section 2.3, each Lender shall purchase its Main Facility Rateable Portion of any Bankers’ Acceptances. Concurrently with the acceptance or purchase of Bankers’ Acceptances or Acceptance Notes drafts of the Canadian such Borrower as aforesaid, each BA Lender or Acceptance Lender, as applicable, shall make available to the Canadian Administrative Agent its pro rata portion Main Facility Rateable Portion of the Notional BA Proceeds with respect to such Bankers’ AcceptanceAdvance. The Canadian Administrative Agent shall, upon fulfillment fulfilment by the Canadian such Borrower of the conditions set out in Section 5.01 6.2 or Section 5.026.3, as applicable, make such Notional BA Proceeds available to the Canadian such Borrower on the date of such Bankers’ Acceptance Advance by wiring crediting the funds available to the Canadian Administrative Agent by the Canadian Revolving Lenders and in like funds as received by the Canadian Administrative Agent in accordance with instructions provided to (and reasonably acceptable to) the Canadian Administrative Agent by the Canadian Designated Account of such Borrower.

Funding of Bankers’ Acceptances. (i) Subject to If the limitations contained in Section 2.01(a)(i), Section 2.02(a)(ii), Section 2.02(b) and this Section 2.02(g), if the Canadian Administrative Agent receives from the Celestica or a Canadian Borrower Designated Subsidiary a Loan Drawdown Notice or a Rollover Notice or a Conversion Notice requesting a Bankers’ Acceptance an Advance or an extension a Rollover or conversion of a Base Rate Loan Conversion into a Bankers’ Acceptance Advance, the Canadian Administrative Agent shall notify each of the Canadian Revolving Lenders promptly Lenders, prior to 11:30 a.m. (Toronto, Canada time) on the third Business first Banking Day prior to the date of such requested borrowing Advance, of such request and each Lender’s Main Facility Rateable Portion of such Advance except that, if the Face Amount of a Bankers’ Acceptance or Acceptance Note draft which would otherwise be accepted or purchased by a Canadian Revolving Lender would not be in the amount of CAN$100,000Cdn.$ 100,000, or an integral multiple thereof, such Face Amount shall be increased or reduced by the Canadian Administrative Agent in its sole and unfettered discretion to the nearest integral multiple of CAN$100,000Cdn.$ 100,000. Each BA Lender or Acceptance Lender, as applicable, shall, not later than 12:00 noon 11:30 a.m. (Toronto Toronto, Canada time) on the date of each Advance by way of Bankers’ Acceptance Advance under the Canadian Revolving Loan, subject Facility (whether in respect of a Drawdown or pursuant to this Section 2.02(g) and Section 2.02(a)(iia Rollover or Conversion), purchase Bankers’ Acceptances accept drafts of such Borrower who has delivered such Drawdown Notice, Rollover Notice or Acceptance Notes of the Canadian Borrower Conversion Notice which are presented to it for acceptance or purchase and which have an aggregate Face Amount face amount equal to such BA Lender’s or Acceptance Lender’s Applicable Percentage Main Facility Rateable Portion of the total Advance being made by way of Bankers’ Acceptance Advance Acceptances on such date. Concurrent With respect to each Drawdown of or Rollover of or Conversion into Bankers’ Acceptances, each Lender shall not be required to accept any draft which has a Face Amount which is not an integral multiple of Cdn.$ 100,000. Subject to this Section and Section 2.3, each Lender shall purchase its Main Facility Rateable Portion of any Bankers’ Acceptances. Concurrently with the acceptance or purchase of Bankers’ Acceptances or Acceptance Notes drafts of the Canadian such Borrower as aforesaid, each BA Lender or Acceptance Lender, as applicable, shall make available to the Canadian Administrative Agent its pro rata portion Main Facility Rateable Portion of the Notional BA Proceeds with respect to such Bankers’ AcceptanceAdvance. The Canadian Administrative Agent shall, upon fulfillment fulfilment by the Canadian such Borrower of the conditions set out in Section 5.01 6.2 or Section 5.026.3, as applicable, make such Notional BA Proceeds available to the Canadian such Borrower on the date of such Bankers’ Acceptance Advance by wiring crediting the funds available to the Canadian Administrative Agent by the Canadian Revolving Lenders and in like funds as received by the Canadian Administrative Agent in accordance with instructions provided to (and reasonably acceptable to) the Canadian Administrative Agent by the Canadian Designated Account of such Borrower.

Funding of Bankers’ Acceptances. (ia) Subject to If the limitations contained in Section 2.01(a)(i), Section 2.02(a)(ii), Section 2.02(b) and this Section 2.02(g), if the Canadian Administrative Agent receives a Borrowing Notice, Rollover Notice or a Conversion Notice from the Canadian Borrower a Loan Notice requesting a Bankers’ Acceptance BA Advance, a Rollover of an existing BA Advance, or a Conversion of an Advance or an extension or conversion of a Base Rate Loan into a Bankers’ Acceptance AdvanceBA Advance (as the case may be), the Canadian Administrative Agent shall notify each of the Canadian Revolving Lenders promptly of such request prior to 12:00 p.m. (Toronto, Canada time) on the third Business Day prior to the date of such requested borrowing Advance, Rollover or Conversion, which notice shall specify each Lender’s Proportionate Share of such request except thatAdvance. (b) The Face Amount of each draft shall be at least $500,000, if and in integral multiples of $100,000 thereafter, or, in the case of a BA Advance under the Tranche B Facility, in such other amounts that may be required to give effect the amortization prescribed in Section 4.2, and the Face Amount of a any such Bankers’ Acceptance or Acceptance BA Discount Note which would otherwise be accepted or purchased by a Canadian Revolving Lender would not be in the amount of CAN$100,000, or an integral multiple thereof, such Face Amount shall may be increased or reduced by the Canadian Administrative Agent in its sole and unfettered discretion to the nearest integral multiple of CAN$100,000. $1,000. (c) Each BA Lender or Acceptance Lender, as applicable, shall, not later than 12:00 noon 11:30 a.m. (Toronto Toronto, Canada time) on the date of each Bankers’ Acceptance BA Advance under the Canadian Revolving Loana Facility, subject to this Section 2.02(g) and Section 2.02(a)(ii), purchase Bankers’ Acceptances or Acceptance Notes accept drafts of the Canadian Borrower which are presented to it for acceptance or purchase and which have an aggregate Face Amount equal to such BA LenderXxxxxx’s or Acceptance Lender’s Applicable Percentage Proportionate Share of the total BA Advance being made. (d) On the Advance Date specified in a Borrowing Notice, Rollover Notice or Conversion Notice, the Administrative Agent shall advise the Borrower as to the Administrative Agent’s determination of the applicable BA Discount Rate. (e) Each Lender shall purchase the Bankers’ Acceptances accepted by it at the applicable BA Discount Rate. Each Lender shall provide the Administrative Agent, for the account of the Borrower, the BA Discount Proceeds less the Bankers’ Acceptance Advance Fee payable by the Borrower with respect to each Bankers’ Acceptance. Each Lender may, at any time, or from time to time, hold, sell, rediscount or otherwise dispose of any or all drafts of the Borrower to be accepted as Bankers’ Acceptances. (f) Notwithstanding the fact that any person whose signature appears on any Bankers’ Acceptances as signatory for the Borrower may no longer be an authorized signatory for the Borrower at the date of issuance of a Bankers’ Acceptance, such datesignature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Bankers’ Acceptance so signed, shall be binding upon the Borrower. Concurrent with In order to facilitate the acceptance or purchase issuance of Bankers’ Acceptances or Acceptance Notes pursuant to this Agreement, the Borrower hereby authorizes each of the Canadian Borrower as aforesaidLenders, and appoints each BA Lender or Acceptance Lender, as applicable, shall make available to the Canadian Administrative Agent its pro rata portion of the Notional BA Proceeds Lenders as the Borrower’s attorney, to complete, sign and endorse drafts of depository bills (as defined in the Depository Bills and Notes Act (Canada)) on its behalf in handwritten form or by facsimile or mechanical signature or otherwise in accordance with respect the applicable Borrowing Notice or Conversion Notice and, once so completed, signed and endorsed, to accept them as Bankers’ Acceptances under this Agreement and then purchase such Bankers’ AcceptanceAcceptances in accordance with the provisions of this Agreement. Drafts so completed, signed, endorsed and negotiated on behalf of the Borrower by a Lender shall bind the Borrower as fully and effectively as if so performed by an officer of the Borrower. Each draft of a Bankers’ Acceptance completed, signed or endorsed by a Lender shall mature on the last day of the term thereof. All Bankers’ Acceptances to be accepted by a particular Lender shall, at the option of such Lender, be issued in the form of depository bills made payable originally to and deposited with The Canadian Depository for Securities Limited pursuant to the Depository Bills and Notes Act (Canada). (g) The Borrower shall pay the BA stamping fee to the Administrative Agent shall, upon fulfillment by (for the Canadian Borrower account of the conditions set out in Section 5.01 Lenders) upon issuance of any Bankers’ Acceptance or Section 5.02BA Discount Note, as applicable, make such Notional BA Proceeds available at a rate per 365 days equal to the Canadian Borrower Applicable Margin in effect on the date acceptance of such Bankers’ Acceptance Advance or BA Discount Note and calculated on the face amount of such Bankers’ Acceptance or BA Discount Note and on the basis of the number of days in the term of such Bankers’ Acceptance or BA Discount Note divided by wiring 365. (h) Notwithstanding the funds available foregoing, the obligations of the Lenders to purchase Bankers’ Acceptances and provide BA Discount Proceeds in connection therewith shall be subject to each Lender’s right to terminate, cancel or restrict the Canadian Administrative Agent by availability of any unutilized portion of the Canadian Revolving Lenders and in like funds as received by the Canadian Administrative Agent in accordance with instructions provided to (and reasonably acceptable to) the Canadian Administrative Agent by the Canadian BorrowerDemand Facilities.

Funding of Bankers’ Acceptances. (i) Subject to the limitations contained in Section 2.01(a)(i), Section 2.02(a)(ii), Section 2.02(b) and this Section 2.02(g), if If the Canadian Administrative Facility Agent receives from the Celestica or a Canadian Borrower Designated Subsidiary a Loan Drawdown Notice or a Rollover Notice or a Conversion Notice requesting a Bankers’ Acceptance an Advance or an extension a Rollover or conversion of a Base Rate Loan Conversion into a Bankers’ ' Acceptance Advance, the Canadian Administrative Facility Agent shall notify each of the Canadian Revolving Lenders promptly Lenders, prior to 11:30 a.m. (Toronto time) on the third Business first Banking Day prior to the date of such requested borrowing Advance, of such request and each Canadian Lender's Main Facility Rateable Portion of such Advance except that, if the Face Amount of a Bankers’ Acceptance or Acceptance Note draft which would otherwise be accepted or purchased by a Canadian Revolving Lender would not be in the amount of CAN$100,000Cdn.$100,000, or an integral multiple thereof, such Face Amount shall be increased or reduced by the Canadian Administrative Facility Agent in its sole and unfettered discretion to the nearest integral multiple of CAN$100,000Cdn.$100,000. Each BA Canadian Lender or Acceptance Lender, as applicable, shall, not later than 12:00 noon 11:30 a.m. (Toronto time) on the date of each Advance by way of Bankers’ ' Acceptance Advance under the Canadian Revolving Loan, subject Facility (whether in respect of a Drawdown or pursuant to this Section 2.02(g) and Section 2.02(a)(iia Rollover or Conversion), purchase Bankers’ Acceptances accept drafts of such Borrower who has delivered such Drawdown Notice, Rollover Notice or Acceptance Notes of the Canadian Borrower Conversion Notice which are presented to it for acceptance or purchase and which have an aggregate Face Amount face amount equal to such BA Canadian Lender’s or Acceptance Lender’s Applicable Percentage 's Main Facility Rateable Portion of the total Advance being made by way of Bankers’ Acceptance Advance ' Acceptances on such date. Concurrent With respect to each Drawdown of or Rollover of or Conversion into Bankers' Acceptances, each Canadian Lender shall not be required to accept any draft which has a face amount which is not an integral multiple of Cdn.$100,000. Subject to this Section and Section 2.3, each Canadian Lender shall purchase its Main Facility Rateable Portion of any Bankers' Acceptances. Concurrently with the acceptance or purchase of Bankers’ Acceptances or Acceptance Notes drafts of the Canadian such Borrower as aforesaid, each BA Canadian Lender or Acceptance Lender, as applicable, shall make available to the Canadian Administrative Facility Agent its pro rata portion Main Facility Rateable Portion of the Notional BA Proceeds with respect to such Bankers’ AcceptanceAdvance. The Canadian Administrative Facility Agent shall, upon fulfillment fulfilment by the Canadian such Borrower of the conditions set out in Section 5.01 6.1 or Section 5.026.2, as applicable, make such Notional BA Proceeds available to the Canadian such Borrower on the date of such Bankers’ Acceptance Advance by wiring crediting the funds available to the Canadian Administrative Agent by the Canadian Revolving Lenders and in like funds as received by the Canadian Administrative Agent in accordance with instructions provided to (and reasonably acceptable to) the Canadian Administrative Agent by the Canadian Designated Account of such Borrower.

Funding of Bankers’ Acceptances. (i) Subject to If the limitations contained in Section 2.01(a)(i), Section 2.02(a)(ii), Section 2.02(b) and this Section 2.02(g), if the Canadian Administrative Agent receives from a Notice of Borrowing or a Notice of Continuation/Conversion requesting a Loan by way of, or a continuation of a Loan under the Canadian Borrower Revolving Facility, as or a Loan Notice requesting a Bankers’ Acceptance Advance or an extension or conversion of a Base Rate Loan into into, a Bankers’ ' Acceptance AdvanceLoan, the Canadian Administrative Agent shall notify each of the Canadian Revolving Lenders promptly prior to 4:00 p.m. (New York City time) on the third Business Day prior to of receipt of such Notice of Borrowing or Notice of Continuation/Conversion, as the date case may be, of such receipt and of each Canadian Revolving Lender's Commitment Percentage of such requested borrowing of such request Bankers' Acceptance Loan, except that, if the Face Amount of a Bankers’ ' Acceptance which would otherwise be accepted by or an Acceptance Note which would otherwise be accepted or purchased by issued in favor of a Canadian Revolving Relevant Lender would not be in the amount of CAN$100,000, Cdn$100,000 or an integral multiple thereof, such Face Amount shall be increased or reduced decreased by the Canadian Administrative Agent in its sole and unfettered discretion to the nearest integral multiple of CAN$100,000Cdn$100,000. Each BA Subject to the terms of Section 2.4, this Section 2.6 and Article 4, each Relevant Lender or Acceptance Lender, as applicable, shall, not later than 12:00 noon (Toronto New York City time) on the date requested Extension Date of each Bankers’ Acceptance Advance under the Canadian Revolving such Loan, subject to this Section 2.02(g) accept and Section 2.02(a)(ii), purchase Bankers’ ' Acceptances or Acceptance Notes of drawn by the Canadian Borrower which are presented to it for acceptance acceptance, or accept and purchase and Acceptance Notes made by such Borrower in favor of such Lender, which have an aggregate Face Amount equal to such BA Lender’s or Acceptance Lender’s Applicable 's Commitment Percentage of the total Face Amount of Bankers’ ' Acceptance Advance Loan on such date. With respect to each Bankers' Acceptance Loan (including any continuation as, or conversion into, a Bankers' Acceptance Loan), each Relevant Lender shall not be required to accept and purchase any Bankers' Acceptance or accept and purchase any Acceptance Note which has a Face Amount which is not an integral multiple of Cdn$100,000. Concurrent with the acceptance or and purchase of a Bankers’ Acceptances ' Acceptance drawn, or Acceptance Notes of the Canadian Borrower Note purchased, as aforesaid, each BA Relevant Lender or Acceptance Lender, as applicable, shall make available available, subject to Section 2.6(b), to the Canadian Administrative Agent its pro rata portion of the Notional BA Discount Proceeds with respect to such Bankers’ Acceptance' Acceptance or Acceptance Note. The Canadian Administrative Agent shall, upon subject to fulfillment by the Canadian Relevant Borrower of the conditions set out in Article 4 and subject to Section 5.01 or Section 5.02, as applicable2.6(b), make such Notional BA Discount Proceeds available to the Canadian Relevant Borrower on the date Extension Date of such Bankers’ Acceptance Advance Loan by wiring crediting the funds available to the Canadian Administrative Agent by the Canadian Revolving Lenders and in like funds as received by the Canadian Administrative Agent in accordance with instructions provided to (and reasonably acceptable to) the Canadian Administrative Agent by the Canadian Relevant Borrower's Account.

Funding of Bankers’ Acceptances. (i) Subject to the limitations contained in Section 2.01(a)(i), Section 2.02(a)(ii), Section 2.02(b) and this Section 2.02(g), if the Canadian Administrative Agent receives from the Canadian Borrower a Loan Notice requesting a Bankers’ Acceptance Advance or an extension or conversion of a Base Rate Loan into a Bankers’ Acceptance Advance, the Canadian Administrative Agent shall notify each of the Canadian Revolving Lenders promptly on the third Business Day prior to the date of such requested borrowing of such request except that, if the Face Amount of a Bankers’ Acceptance or Acceptance Note which would otherwise be accepted or purchased by a Canadian Revolving Each Lender would not be in the amount of CAN$100,000, or an integral multiple thereof, such Face Amount shall be increased or reduced by the Canadian Administrative Agent in its sole and unfettered discretion to the nearest integral multiple of CAN$100,000. Each BA Lender or Acceptance Lender, as applicable, shall, not later than 12:00 noon (11:00 a.m., Toronto time) , on the date of each Credit Extension by way of Bankers’ Acceptance Advance under the Canadian Revolving Loan' Acceptance, subject to this Section 2.02(g) and Section 2.02(a)(ii), purchase Bankers’ Acceptances or Acceptance Notes accept drafts of the Canadian Borrower Micro Canada which are presented to it for acceptance or purchase and which have an aggregate Face Amount face amount equal to such BA Lender’s or Acceptance Lender’s Applicable 's Adjusted Percentage of the total Credit Extension being made available by way of Bankers’ Acceptance Advance ' Acceptances on such date. Concurrent with With respect to each issuance of, rollover of, or conversion into, Bankers' Acceptances, each Lender shall not be required to accept any draft which has a Face Amount which is not in an integral multiple of $100,000. At any given time, outstanding Bankers' Acceptances shall not have more than four different terms. Each Lender shall purchase the acceptance Bankers' Acceptances which it has accepted for a purchase price equal to the BA Discounted Proceeds therefor. Each Lender may at any time and from time to time hold, sell, rediscount, or purchase otherwise dispose of any and all Bankers’ ' Acceptances or Acceptance Notes accepted and purchased by it. In the case of an issuance, each Lender shall, upon retention of the Canadian Borrower Bankers' Acceptances as aforesaid, each BA Lender or Acceptance Lender, as applicable, shall make available to the Canadian Administrative Agent its pro rata portion Percentage of the Notional BA Proceeds with respect to such Bankers’ AcceptanceCredit Extension. The Canadian Administrative Agent shall, upon fulfillment by the Canadian Borrower of the conditions set out in Section 5.01 or Section 5.02, as applicable, shall make such Notional BA Proceeds available to Micro Canada by wire transfer to the Canadian accounts the relevant Borrower on shall have specified in its Drawing Notice. Notwithstanding any other provision among the date Lenders, the Bankers' Acceptances to be issued in such manner and amounts as the Administrative Agent may, in its sole and unfettered discretion acting reasonably, consider necessary, rounding up or down, so as to ensure that no Lender is required to accept a Bankers' Acceptance for a fraction of $100,000 and, in such event, the Lenders' Adjusted Percentages with respect to such Bankers’ Acceptance Advance by wiring the funds available to the Canadian Administrative Agent by the Canadian Revolving Lenders and in like funds as received by the Canadian Administrative Agent in accordance with instructions provided to (and reasonably acceptable to) the Canadian Administrative Agent by the Canadian Borrower' Acceptances shall be adjusted accordingly.

Funding of Bankers’ Acceptances. (i) Subject to If the limitations contained in Section 2.01(a)(i), Section 2.02(a)(ii), Section 2.02(b) and this Section 2.02(g), if the Canadian Administrative Agent receives from the Celestica or a Canadian Borrower Designated Subsidiary a Loan Drawdown Notice or a Rollover Notice or a Conversion Notice requesting a Bankers’ Acceptance an Advance or an extension a Rollover or conversion of a Base Rate Loan Conversion into a Bankers’ ' Acceptance Advance, the Canadian Administrative Agent shall notify each of the Canadian Revolving Lenders promptly Lenders, prior to 11:30 a.m. (Toronto, Canada time) on the third Business first Banking Day prior to the date of such requested borrowing Advance, of such request and each Lender's Main Facility Rateable Portion of such Advance except that, if the Face Amount of a Bankers’ Acceptance or Acceptance Note draft which would otherwise be accepted or purchased by a Canadian Revolving Lender would not be in the amount of CAN$100,000Cdn.$ 100,000, or an integral multiple thereof, such Face Amount shall be increased or reduced by the Canadian Administrative Agent in its sole and unfettered discretion to the nearest integral multiple of CAN$100,000Cdn.$ 100,000. Each BA Lender or Acceptance Lender, as applicable, shall, not later than 12:00 noon 11:30 a.m. (Toronto Toronto, Canada time) on the date of each Advance by way of Bankers’ ' Acceptance Advance under the Canadian Revolving Loan, subject Facility (whether in respect of a Drawdown or pursuant to this Section 2.02(g) and Section 2.02(a)(iia Rollover or Conversion), purchase Bankers’ Acceptances accept drafts of such Borrower who has delivered such Drawdown Notice, Rollover Notice or Acceptance Notes of the Canadian Borrower Conversion Notice which are presented to it for acceptance or purchase and which have an aggregate Face Amount face amount equal to such BA Lender’s or Acceptance Lender’s Applicable Percentage 's Main Facility Rateable Portion of the total Advance being made by way of Bankers’ Acceptance Advance ' Acceptances on such date. Concurrent With respect to each Drawdown of or Rollover of or Conversion into Bankers' Acceptances, each Lender shall not be required to accept any draft which has a face amount which is not an integral multiple of Cdn.$ 100,000. Subject to this Section and Section 2.3, each Lender shall purchase its Main Facility Rateable Portion of any Bankers' Acceptances. Concurrently with the acceptance or purchase of Bankers’ Acceptances or Acceptance Notes drafts of the Canadian such Borrower as aforesaid, each BA Lender or Acceptance Lender, as applicable, shall make available to the Canadian Administrative Agent its pro rata portion Main Facility Rateable Portion of the Notional BA Proceeds with respect to such Bankers’ AcceptanceAdvance. The Canadian Administrative Agent shall, upon fulfillment fulfilment by the Canadian such Borrower of the conditions set out in Section 5.01 6.1 or Section 5.026.2, as applicable, make such Notional BA Proceeds available to the Canadian such Borrower on the date of such Bankers’ Acceptance Advance by wiring crediting the funds available to the Canadian Administrative Agent by the Canadian Revolving Lenders and in like funds as received by the Canadian Administrative Agent in accordance with instructions provided to (and reasonably acceptable to) the Canadian Administrative Agent by the Canadian Designated Account of such Borrower.