Common use of LIBOR Advances Clause in Contracts

LIBOR Advances. (a) Libor Advances shall be available in U.S. Dollars in a minimum principal amount of U.S. $1,000,000 and integral multiples of U.S. $100,000 in excess thereof. The Drawdown Notice and each Conversion Notice or Rollover shall specify the applicable Interest Period for the Libor Advance. The duration of each such Interest Period shall be for periods of approximately one, two, three or six months (or such other period as may be agreed to by the Required Lenders), as the Borrower may select in the applicable Drawdown Notice, Conversion Notice or Rollover Notice. No Libor Advance may have an Interest Period ending after the Maturity Date. If any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Day. (b) If a Lender determines that deposits of the necessary amount for the relevant Interest Period are not available in the London interbank market or if for any other reason a Lender, acting reasonably, is unable to determine the applicable Libor Rate, then the relevant Libor Advance will not be made to the Borrower, such Lender shall notify the Administrative Agent and the Administrative Agent will notify the Borrower of such event forthwith and will discuss with the Borrower the particular circumstances and implications of such event. In the event that such determination is made by a Lender in the case of a proposed Rollover of an existing Libor Advance or a proposed Conversion of a U.S. Base Rate Advance into a Libor Advance, the proposed Libor Advance will automatically be deemed to be a U.S. Base Rate Advance. (c) Interest on any Libor Advance shall be calculated at a rate per annum equal to the Libor Rate plus the Applicable Margin, shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed (including the first day of each Interest Period but excluding the last day thereof) and divided by 360. Interest on any Libor Advance shall be payable in U.S. Dollars in arrears on the last day of the Interest Period relating thereto; provided, however, that if the Interest Period is for a term of more than three months, interest shall be payable on the last day of the first three-month period and on the last day of each three-month period thereafter, as well as on the last day of the Interest Period (each such payment date being the "Libor Interest Payment Date"). (d) If a Libor Advance is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.14, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such Libor Advance on or before 10:00 a.m. on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding Libor Advance shall be deemed to be converted, by way of Conversion on the last day of the then current Interest Period, to a U.S. Base Rate Advance. (e) Except as otherwise provided herein, Libor Advances shall not be repaid, prepaid or converted into another type of Advance except on the last day of any Interest Period relating thereto unless the Borrower pays to the Administrative Agent for the account of a Lender any amounts which may be payable under Section 13.2.

LIBOR Advances. (a) Libor Converting Floating Rate Advances to LIBOR Advances; Procedures. So long as no Default Period is in effect, the Borrower may convert all or any part of the principal amount of any outstanding Floating Rate Advance into a LIBOR Advance by requesting that the Lender convert same no later than the Cut-off Time on the Business Day immediately preceding the last Business Day of the prior month on which the Borrower wishes the conversion to become effective. Each request that conforms to the terms of this Agreement shall be effective upon receipt by the Lender and shall be confirmed in writing by the Borrower if the Lender so requests by any Officer or designated agent identified in Section 2.2(b) or Person reasonably believed by the Lender to be such an Officer or designated agent, which request shall specify the Business Day on which the conversion is to occur, the total amount of the Floating Rate Advance to be converted, and the applicable Interest Period. Each such conversion shall occur on a Business Day, and the aggregate amount of Floating Rate Advances converted to LIBOR Advances shall be available in U.S. Dollars in multiples of $100,000, with a minimum principal conversion amount of U.S. at least $1,000,000 and integral multiples of U.S. $100,000 in excess thereof. The Drawdown Notice and each Conversion Notice or Rollover shall specify the applicable Interest Period for the Libor Advance. The duration of each such Interest Period shall be for periods of approximately one, two, three or six months (or such other period as may be agreed to by the Required Lenders), as the Borrower may select in the applicable Drawdown Notice, Conversion Notice or Rollover Notice. No Libor Advance may have an Interest Period ending after the Maturity Date. If any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Day500,000. (b) If Procedures at End of an Interest Period. Unless the Borrower requests a new LIBOR Advance in accordance with the procedures set forth below, or prepays the principal of an outstanding LIBOR Advance at the expiration of an Interest Period, the Lender determines that deposits shall automatically and without request of the necessary amount for the relevant Interest Period are not available in the London interbank market or if for any other reason Borrower convert each LIBOR Advance to a Lender, acting reasonably, is unable to determine the applicable Libor Rate, then the relevant Libor Advance will not be made to the Borrower, such Lender shall notify the Administrative Agent and the Administrative Agent will notify the Borrower of such event forthwith and will discuss with the Borrower the particular circumstances and implications of such event. In the event that such determination is made by a Lender in the case of a proposed Rollover of an existing Libor Advance or a proposed Conversion of a U.S. Base Floating Rate Advance into a Libor Advance, the proposed Libor Advance will automatically be deemed to be a U.S. Base Rate Advance. (c) Interest on any Libor Advance shall be calculated at a rate per annum equal to the Libor Rate plus the Applicable Margin, shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed (including the first day of each Interest Period but excluding the last day thereof) and divided by 360. Interest on any Libor Advance shall be payable in U.S. Dollars in arrears on the last day of the relevant Interest Period relating thereto; providedPeriod. So long as no Default exists, however, the Borrower may cause all or any part of any maturing LIBOR Advance to be renewed as a new LIBOR Advance by requesting that if the Interest Period is for Lender continue the maturing Advance as a term of more LIBOR Advance no later than three months, interest shall be payable the Cut-off Time on the last Business Day constituting the first day of the first three-month period new Interest Period. Each such request shall be confirmed in writing by the Borrower upon the Lender's request by any Officer or designated agent identified in Section 2.2(b), which confirmation shall be effective upon receipt by the Lender, and which shall specify the amount of the expiring LIBOR Advance to be continued and the applicable Interest Period. Each new Interest Period shall begin on a Business Day and the last day amount of each three-month period thereafter, as well as on the last day of the Interest Period (each such payment date being the "Libor Interest Payment Date"). (d) If a Libor Advance is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.14, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such Libor Advance on or before 10:00 a.m. on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding Libor LIBOR Advance shall be deemed to be convertedin multiples of $100,000, by way with a minimum Advance of Conversion on the last day of the then current Interest Period, to a U.S. Base Rate Advanceat least $500,000. (e) Except as otherwise provided herein, Libor Advances shall not be repaid, prepaid or converted into another type of Advance except on the last day of any Interest Period relating thereto unless the Borrower pays to the Administrative Agent for the account of a Lender any amounts which may be payable under Section 13.2.

LIBOR Advances. (a) Libor Converting Floating Rate Advances to LIBOR Advances; Procedures. So long as no Default Period is in effect, the Borrower may convert all or any part of the principal amount of any outstanding Floating Rate Advance into a LIBOR Advance by requesting that the Lender convert same no later than the Cut-off Time on the Business Day immediately preceding the Business Day on which the Borrower wishes the conversion to become effective. Each request that conforms to the terms of this Agreement shall be effective upon receipt by the Lender and shall be confirmed in writing by the Borrower if the Lender so requests by any Officer or designated agent identified in Section 2.2(b) or Person reasonably believed by the Lender to be such an Officer or designated agent, which request shall specify the Business Day on which the conversion is to occur, the total amount of the Floating Rate Advance to be converted, and the applicable Interest Period. Each such conversion shall occur on a Business Day, and the aggregate amount of Floating Rate Advances converted to LIBOR Advances shall be available in U.S. Dollars in multiples of $500,000, with a minimum principal conversion amount of U.S. at least $1,000,000 and integral multiples of U.S. $100,000 in excess thereof. The Drawdown Notice and each Conversion Notice or Rollover shall specify the applicable Interest Period for the Libor Advance. The duration of each such Interest Period shall be for periods of approximately one, two, three or six months (or such other period as may be agreed to by the Required Lenders), as the Borrower may select in the applicable Drawdown Notice, Conversion Notice or Rollover Notice. No Libor Advance may have an Interest Period ending after the Maturity Date. If any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Day500,000. (b) If Procedures at End of an Interest Period. Unless the Borrower requests a new LIBOR Advance in accordance with the procedures set forth below, or prepays the principal of an outstanding LIBOR Advance at the expiration of an Interest Period, the Lender determines that deposits shall automatically and without request of the necessary amount for the relevant Interest Period are not available in the London interbank market or if for any other reason Borrower convert each LIBOR Advance to a Lender, acting reasonably, is unable to determine the applicable Libor Rate, then the relevant Libor Advance will not be made to the Borrower, such Lender shall notify the Administrative Agent and the Administrative Agent will notify the Borrower of such event forthwith and will discuss with the Borrower the particular circumstances and implications of such event. In the event that such determination is made by a Lender in the case of a proposed Rollover of an existing Libor Advance or a proposed Conversion of a U.S. Base Floating Rate Advance into a Libor Advance, the proposed Libor Advance will automatically be deemed to be a U.S. Base Rate Advance. (c) Interest on any Libor Advance shall be calculated at a rate per annum equal to the Libor Rate plus the Applicable Margin, shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed (including the first day of each Interest Period but excluding the last day thereof) and divided by 360. Interest on any Libor Advance shall be payable in U.S. Dollars in arrears on the last day of the relevant Interest Period. So long as no Default exists, the Borrower may cause all or any part of any maturing LIBOR Advance to be renewed as a new LIBOR Advance by requesting that the Lender continue the maturing Advance as a LIBOR Advance no later than the Cut-off Time on the Business Day immediately preceding the Business Day constituting the first day of the new Interest Period. Each such request shall be confirmed in writing by the Borrower upon the Lender’s request by any Officer or designated agent identified in Section 2.2(b), which confirmation shall be effective upon receipt by the Lender, and which shall specify the amount of the expiring LIBOR Advance to be continued and the applicable Interest Period. Each new Interest Period relating thereto; shall begin on a Business Day and the amount of each LIBOR Advance shall be in multiples of $500,000, with a minimum Advance of at least $2,000,000, provided, however, that if the Interest Period is for a term of Borrower shall be permitted to request and have one, but not more than three monthsone, interest shall be payable on the last day LIBOR Advance in an amount of the first three-month period and on the last day of each three-month period thereafter, as well as on the last day of the Interest Period (each such payment date being the "Libor Interest Payment Date")not less than $200,000 outstanding at any time. (d) If a Libor Advance is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.14, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such Libor Advance on or before 10:00 a.m. on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding Libor Advance shall be deemed to be converted, by way of Conversion on the last day of the then current Interest Period, to a U.S. Base Rate Advance. (e) Except as otherwise provided herein, Libor Advances shall not be repaid, prepaid or converted into another type of Advance except on the last day of any Interest Period relating thereto unless the Borrower pays to the Administrative Agent for the account of a Lender any amounts which may be payable under Section 13.2.

LIBOR Advances. (a) Libor Converting Floating Rate Advances to LIBOR Advances; Procedures. So long as no Default Period is in effect, the Borrower may convert all or any part of the principal amount of any outstanding Floating Rate Advance into a LIBOR Advance by requesting that the Lender convert same no later than the Cut-off Time on the Business Day immediately preceding the Business Day on which the Borrower wishes the conversion to become effective. Each request that conforms to the terms of this Agreement shall be effective upon receipt by the Lender and shall be confirmed in writing by the Borrower if the Lender so requests by any Officer or designated agent identified in Section 2.2(b) or Person reasonably believed by the Lender to be such an Officer or designated agent, which request shall specify the Business Day on which the conversion is to occur, the total amount of the Floating Rate Advance to be converted, and the applicable Interest Period. Each such conversion shall occur on a Business Day, and the aggregate amount of Floating Rate Advances converted to LIBOR Advances shall be available in U.S. Dollars in multiples of $100,000, with a minimum principal conversion amount of U.S. at least $1,000,000 and integral multiples of U.S. $100,000 in excess thereof. The Drawdown Notice and each Conversion Notice or Rollover shall specify the applicable Interest Period for the Libor Advance. The duration of each such Interest Period shall be for periods of approximately one, two, three or six months (or such other period as may be agreed to by the Required Lenders), as the Borrower may select in the applicable Drawdown Notice, Conversion Notice or Rollover Notice. No Libor Advance may have an Interest Period ending after the Maturity Date. If any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Day500,000. (b) If Procedures at End of an Interest Period. Unless the Borrower requests a new LIBOR Advance in accordance with the procedures set forth below, or prepays the principal of an outstanding LIBOR Advance at the expiration of an Interest Period, the Lender determines that deposits shall automatically and without request of the necessary amount for the relevant Interest Period are not available in the London interbank market or if for any other reason Borrower convert each LIBOR Advance to a Lender, acting reasonably, is unable to determine the applicable Libor Rate, then the relevant Libor Advance will not be made to the Borrower, such Lender shall notify the Administrative Agent and the Administrative Agent will notify the Borrower of such event forthwith and will discuss with the Borrower the particular circumstances and implications of such event. In the event that such determination is made by a Lender in the case of a proposed Rollover of an existing Libor Advance or a proposed Conversion of a U.S. Base Floating Rate Advance into a Libor Advance, the proposed Libor Advance will automatically be deemed to be a U.S. Base Rate Advance. (c) Interest on any Libor Advance shall be calculated at a rate per annum equal to the Libor Rate plus the Applicable Margin, shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed (including the first day of each Interest Period but excluding the last day thereof) and divided by 360. Interest on any Libor Advance shall be payable in U.S. Dollars in arrears on the last day of the relevant Interest Period relating thereto; providedPeriod. So long as no Default exists, however, the Borrower may cause all or any part of any maturing LIBOR Advance to be renewed as a new LIBOR Advance by requesting that if the Interest Period is for Lender continue the maturing Advance as a term of more LIBOR Advance no later than three months, interest shall be payable the Cut-off Time on the last Business Day immediately preceding the Business Day constituting the first day of the first three-month period new Interest Period. Each such request shall be confirmed in writing by the Borrower upon the Lender’s request by any Officer or designated agent identified in Section 2.2(b), which confirmation shall be effective upon receipt by the Lender, and which shall specify the amount of the expiring LIBOR Advance to be continued and the applicable Interest Period. Each new Interest Period shall begin on a Business Day and the last day amount of each three-month period thereafter, as well as on the last day of the Interest Period (each such payment date being the "Libor Interest Payment Date"). (d) If a Libor Advance is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.14, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such Libor Advance on or before 10:00 a.m. on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding Libor LIBOR Advance shall be deemed to be convertedin multiples of $100,000, by way with a minimum Advance of Conversion on the last day of the then current Interest Period, to a U.S. Base Rate Advanceat least $500,000. (e) Except as otherwise provided herein, Libor Advances shall not be repaid, prepaid or converted into another type of Advance except on the last day of any Interest Period relating thereto unless the Borrower pays to the Administrative Agent for the account of a Lender any amounts which may be payable under Section 13.2.

LIBOR Advances. (a) Libor LIBOR Advances shall be available for Drawdown, Conversion or Rollover in U.S. United States Dollars in a minimum principal amount amounts of U.S. $1,000,000 U.S.$5,000,000 and integral multiples of U.S. $100,000 U.S.$100,000 in excess thereof. The Each Drawdown Notice and each Conversion Notice or Rollover shall specify the applicable Interest Period for the Libor LIBOR Advance. The duration of each such Interest Period shall be for periods a period of approximately one, two, three or six months (months, or such any other period as may be period, if available and agreed to by the Required Administrative Agent on behalf of the Lenders), as the Borrower requesting such Drawdown, Conversion or Rollover may select in the applicable Drawdown Notice, Conversion Notice or Rollover Notice. No Libor LIBOR Advance may have an Interest Period ending after the Maturity Date. If any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Day. (b) If a Lender determines that deposits of the necessary amount in the requested currency for the relevant applicable Interest Period are not available in the London interbank market or if for any other reason a Lenderthe Administrative Agent, acting reasonably, is unable to determine the applicable Libor LIBO Rate, then the relevant Libor LIBOR Advance will not be made to the Borrowermade, such Lender shall notify the Administrative Agent and the Administrative Agent will notify the Borrower of such event forthwith and will discuss with the such Borrower the particular circumstances and implications of such event. In the event that such determination is made by a Lender the Administrative Agent in the case of a proposed Rollover of an existing Libor LIBOR Advance or a proposed Conversion of a U.S. Base Rate another type of Advance into a Libor LIBOR Advance, the proposed Libor LIBOR Advance will automatically be deemed to be a U.S. Base Rate Canada Advance. (c) Interest on any Libor LIBOR Advance shall be calculated at a rate per annum equal to the Libor LIBO Rate plus the Applicable Margin, plus any applicable Mandatory Cost then in effect, shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed (including the first day of each Interest Period but excluding the last day thereof) and divided by 360. Interest on any Libor LIBOR Advance shall be payable to the Administrative Agent in U.S. United States Dollars in arrears on the last day of the Interest Period relating thereto; provided, however, that if the Interest Period is for a term of more than three months, interest shall be payable on the last day Banking Day of the first three-month period and on the last day Banking Day of each three-month period thereafter, as well as on the last day of the Interest Period (each such payment date being the "Libor Interest Payment Date")Period. (d) If a Libor LIBOR Advance to a Borrower is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.142.15, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such Libor LIBOR Advance on at or before 10:00 a.m. (local time in Toronto, Canada) on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding Libor LIBOR Advance shall be deemed to be converted, by way of Conversion on the last day of the then current Interest Period, to into a U.S. Base Rate Canada Advance. (e) Except as otherwise provided herein, Libor LIBOR Advances shall not be repaid, prepaid or converted into another type of Advance except on the last day of any Interest Period relating thereto unless thereto. (f) If the Borrower pays Majority Lenders determine in good faith that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Advance does not adequately and fairly reflect the cost to such Lenders of funding such Advance, the Administrative Agent will promptly so notify the Borrower and each Lender in writing. Thereafter, the obligation of the Lenders to make or maintain LIBOR Advances shall be suspended until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice; provided that, at any time and from time to time, the Borrower shall have the right to request the Administrative Agent to request that the Lenders determine whether at such time the circumstances causing the suspension continue to exist and if the Majority Lenders determine, in good faith, that such circumstances no longer continue to exist then the Administrative Agent shall notify the Borrower in writing of such determination and immediately revoke such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBOR Advance or, failing that, will be deemed to have converted such request into a request for a Base Rate Canada Advance in the account of a Lender any amounts which may be payable under Section 13.2amount specified therein.

LIBOR Advances. (a) Libor LIBOR Advances shall be available for Drawdown, Conversion or Rollover in U.S. United States Dollars in a minimum principal amount amounts of U.S. $1,000,000 U.S.$5,000,000 and integral multiples of U.S. $100,000 U.S.$100,000 in excess thereof. The Each Drawdown Notice and each Conversion Notice or Rollover shall specify the applicable Interest Period for the Libor LIBOR Advance. The duration of each such Interest Period shall be for periods a period of approximately one, two, three or six months (months, or such any other period as may be period, if available and agreed to by the Required Administrative Agent on behalf of the Lenders), as the Borrower requesting such Drawdown, Conversion or Rollover may select in the applicable Drawdown Notice, Conversion Notice or Rollover Notice. No Libor LIBOR Advance may have an Interest Period ending after the Maturity Date. If any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Day. (b) If a Lender determines that deposits of the necessary amount in the requested currency for the relevant applicable Interest Period are not available in the London interbank market or if for any other reason a Lenderthe Administrative Agent, acting reasonably, is unable to determine the applicable Libor LIBO Rate, then the relevant Libor LIBOR Advance will not be made to the Borrowermade, such Lender shall notify the Administrative Agent and the Administrative Agent will notify the Borrower of such event forthwith and will discuss with the such Borrower the particular circumstances and implications of such event. In the event that such determination is made by a Lender the Administrative Agent in the case of a proposed Rollover of an existing Libor LIBOR Advance or a proposed Conversion of a U.S. Base Rate another type of Advance into a Libor LIBOR Advance, the proposed Libor LIBOR Advance will automatically be deemed to be a U.S. Base Rate Canada Advance. (c) Interest on any Libor LIBOR Advance shall be calculated at a rate per annum equal to the Libor LIBO Rate plus the Applicable Margin, plus any applicable Mandatory Cost then in effect, shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed (including the first day of each Interest Period but excluding the last day thereof) and divided by 360. Interest on any Libor LIBOR Advance shall be payable to the Administrative Agent in U.S. United States Dollars in arrears on the last day of the Interest Period relating thereto; provided, however, that if the Interest Period is for a term of more than three months, interest shall be payable on the last day Banking Day of the first three-month period and on the last day Banking Day of each three-month period thereafter, as well as on the last day of the Interest Period (each such payment date being the "Libor Interest Payment Date")Period. (d) [Intentionally Deleted] (e) If a Libor LIBOR Advance to a Borrower is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.142.15, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such Libor LIBOR Advance on at or before 10:00 a.m. (local time in Toronto, Canada) on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding Libor LIBOR Advance shall be deemed to be converted, by way of Conversion on the last day of the then current Interest Period, to into a U.S. Base Rate Canada Advance. (ef) [Intentionally Deleted] (g) Except as otherwise provided herein, Libor LIBOR Advances shall not be repaid, prepaid or converted into another type of Advance except on the last day of any Interest Period relating thereto unless the Borrower pays to the Administrative Agent for the account of a Lender any amounts which may be payable under Section 13.2thereto.

LIBOR Advances. (a) Libor LIBOR Advances shall be available for Drawdown, Conversion or Rollover in U.S. United States Dollars in a minimum principal amount amounts of U.S. $1,000,000 5,000,000 and integral multiples of U.S. $100,000 in excess thereof. The Each Drawdown Notice and each Conversion Notice or Rollover shall specify the applicable Interest Period for the Libor LIBOR Advance. The duration of each such Interest Period shall be for periods a period of approximately one, two, three or six months (or such other period as may be agreed to by the Required Administrative Agent with the consent of the Majority Lenders), as the Borrower requesting such Drawdown, Conversion or Rollover may select in the applicable Drawdown Notice, Conversion Notice or Rollover Notice. No Libor LIBOR Advance may have an Interest Period ending after the Maturity Date. If any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Day. (b) If a Lender determines that deposits of the necessary amount for the relevant applicable Interest Period are not available in the London interbank market or if for any other reason a Lenderthe Administrative Agent, acting reasonably, is unable to determine the applicable Libor LIBO Rate, then the relevant Libor LIBOR Advance will not be made to the Borrowermade, such Lender shall notify the Administrative Agent and the Administrative Agent will notify the Borrower of such event forthwith and will discuss with the such Borrower the particular circumstances and implications of such event. In the event that such determination is made by a Lender the Administrative Agent in the case of a proposed Rollover of an existing Libor LIBOR Advance or a proposed Conversion of a U.S. Base Rate Canada Advance into a Libor LIBOR Advance, the proposed Libor LIBOR Advance will automatically be deemed to be a U.S. Base Rate Canada Advance. (c) Interest on any Libor LIBOR Advance shall be calculated at a rate per annum equal to the Libor LIBO Rate plus the Applicable Margin, plus any applicable Mandatory Cost then in effect, shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed (including the first day of each Interest Period but excluding the last day thereof) and divided by 360. Interest on any Libor LIBOR Advance shall be payable to the Administrative Agent in U.S. United States Dollars in arrears on the last day of the Interest Period relating thereto; provided, however, that if the Interest Period is for a term of more than three months, interest shall be payable on the last day Banking Day of the first three-month period and on the last day Banking Day of each three-month period thereafter, as well as on the last day of the Interest Period (each such payment date being the "Libor Interest Payment Date")Period. (d) If a Libor LIBOR Advance to a Borrower is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.142.12, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such Libor LIBOR Advance on at or before 10:00 a.m. on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding Libor LIBOR Advance shall be deemed to be converted, by way of Conversion on the last day of the then current Interest Period, to into a U.S. Base Rate Canada Advance. (e) Except as otherwise provided herein, Libor LIBOR Advances shall not be repaid, prepaid or converted into another type of Advance except on the last day of any Interest Period relating thereto unless the Borrower pays to the Administrative Agent for the account of a Lender any amounts which may be payable under Section 13.2thereto.

LIBOR Advances. (a) Libor LIBOR Advances shall be available for Drawdown, Conversion or Rollover in U.S. United States Dollars in a minimum principal amount amounts of U.S. $1,000,000 U.S.$ 5,000,000 and integral multiples of U.S. $U.S.$ 100,000 in excess thereof. The Each Drawdown Notice and each Conversion Notice or Rollover shall specify the applicable Interest Period for the Libor LIBOR Advance. The duration of each such Interest Period shall be for periods a period of approximately one, two, three or six months (months, or such any other period as may be period, if available and agreed to by the Required Administrative Agent on behalf of the Lenders), as the Borrower requesting such Drawdown, Conversion or Rollover may select in the applicable Drawdown Notice, Conversion Notice or Rollover Notice. No Libor LIBOR Advance may have an Interest Period ending after the Maturity Date. If any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Day. (b) If a Lender determines that deposits of the necessary amount in the requested currency for the relevant applicable Interest Period are not available in the London interbank market or if for any other reason a Lenderthe Administrative Agent, acting reasonably, is unable to determine the applicable Libor LIBO Rate, then the relevant Libor LIBOR Advance will not be made to the Borrowermade, such Lender shall notify the Administrative Agent and the Administrative Agent will notify the Borrower of such event forthwith and will discuss with the such Borrower the particular circumstances and implications of such event. In the event that such determination is made by a Lender the Administrative Agent in the case of a proposed Rollover of an existing Libor LIBOR Advance or a proposed Conversion of a U.S. Base Rate another type of Advance into a Libor LIBOR Advance, the proposed Libor LIBOR Advance will automatically be deemed to be a U.S. Base Rate Canada Advance. (c) Interest on any Libor LIBOR Advance shall be calculated at a rate per annum equal to the Libor LIBO Rate plus the Applicable Margin, plus any applicable Mandatory Cost then in effect, shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed (including the first day of each Interest Period but excluding the last day thereof) and divided by 360. Interest on any Libor LIBOR Advance shall be payable to the Administrative Agent in U.S. United States Dollars in arrears on the last day of the Interest Period relating thereto; provided, however, that if the Interest Period is for a term of more than three months, interest shall be payable on the last day Banking Day of the first three-month period and on the last day Banking Day of each three-month period thereafter, as well as on the last day of the Interest Period (each such payment date being the "Libor Interest Payment Date")Period. (d) If a Libor LIBOR Advance to a Borrower is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.142.15, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such Libor LIBOR Advance on at or before 10:00 a.m. (local time in Toronto, Canada) on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding Libor LIBOR Advance shall be deemed to be converted, by way of Conversion on the last day of the then current Interest Period, to into a U.S. Base Rate Canada Advance. (e) Except as otherwise provided herein, Libor LIBOR Advances shall not be repaid, prepaid or converted into another type of Advance except on the last day of any Interest Period relating thereto unless the Borrower pays to the Administrative Agent for the account of a Lender any amounts which may be payable under Section 13.2thereto.

LIBOR Advances. (a) Libor Converting Floating Rate Advances to LIBOR Advances; Procedures. So long as no Default Period is in effect, the Borrower may convert all or any part of the principal amount of any outstanding Floating Rate Advance into a LIBOR Advance by requesting that the Lender convert same no later than the Cut-off Time on the Business Day immediately preceding the Business Day on which the Borrower wishes the conversion to become effective. Each request that conforms to the terms of this Agreement shall be effective upon receipt by the Lender and shall be confirmed in writing by the Borrower if the Lender so requests by any Officer or designated agent identified in Section 2.2(b) or Person reasonably believed by the Lender to be such an Officer or designated agent, which request shall specify the Business Day on which the conversion is to occur, the total amount of the Floating Rate Advance to be converted, and the applicable Interest Period. Each such conversion shall occur on a Business Day, and the aggregate amount of Floating Rate Advances converted to LIBOR Advances shall be available in U.S. Dollars in multiples of $100,000, with a minimum conversion amount of at least $500,000; provided, however that at no time shall LIBOR Advances constitute more than seventy-five percent (75%) of the aggregate outstanding principal amount of U.S. $1,000,000 and integral multiples of U.S. $100,000 in excess thereof. The Drawdown Notice and each Conversion Notice or Rollover shall specify the applicable Interest Period for the Libor Advance. The duration of each such Interest Period shall be for periods of approximately one, two, three or six months (or such other period as may be agreed to by the Required Lenders), as the Borrower may select in the applicable Drawdown Notice, Conversion Notice or Rollover Notice. No Libor Advance may have an Interest Period ending after the Maturity Date. If any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking DayAdvances. (b) If Procedures at End of an Interest Period. Unless the Borrower requests a new LIBOR Advance in accordance with the procedures set forth below, or prepays the principal of an outstanding LIBOR Advance at the expiration of an Interest Period, the Lender determines that deposits shall automatically and without request of the necessary amount for the relevant Interest Period are not available in the London interbank market or if for any other reason Borrower convert each LIBOR Advance to a Lender, acting reasonably, is unable to determine the applicable Libor Rate, then the relevant Libor Advance will not be made to the Borrower, such Lender shall notify the Administrative Agent and the Administrative Agent will notify the Borrower of such event forthwith and will discuss with the Borrower the particular circumstances and implications of such event. In the event that such determination is made by a Lender in the case of a proposed Rollover of an existing Libor Advance or a proposed Conversion of a U.S. Base Floating Rate Advance into a Libor Advance, the proposed Libor Advance will automatically be deemed to be a U.S. Base Rate Advance. (c) Interest on any Libor Advance shall be calculated at a rate per annum equal to the Libor Rate plus the Applicable Margin, shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed (including the first day of each Interest Period but excluding the last day thereof) and divided by 360. Interest on any Libor Advance shall be payable in U.S. Dollars in arrears on the last day of the relevant Interest Period relating thereto; providedPeriod. So long as no Default exists, however, the Borrower may cause all or any part of any maturing LIBOR Advance to be renewed as a new LIBOR Advance by requesting that if the Interest Period is for Lender continue the maturing Advance as a term of more LIBOR Advance no later than three months, interest shall be payable the Cut-off Time on the last Business Day immediately preceding the Business Day constituting the first day of the first three-month period new Interest Period. Each such request shall be confirmed in writing by the Borrower upon the Lender's request by any Officer or designated agent identified in Section 2.2(b), which confirmation shall be effective upon receipt by the Lender, and which shall specify the amount of the expiring LIBOR Advance to be continued and the applicable Interest Period. Each new Interest Period shall begin on a Business Day and the last day amount of each three-month period thereafter, as well as on the last day of the Interest Period (each such payment date being the "Libor Interest Payment Date"). (d) If a Libor Advance is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.14, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such Libor Advance on or before 10:00 a.m. on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding Libor LIBOR Advance shall be deemed to be convertedin multiples of $100,000, by way with a minimum Advance of Conversion on the last day of the then current Interest Period, to a U.S. Base Rate Advanceat least $500,000. (e) Except as otherwise provided herein, Libor Advances shall not be repaid, prepaid or converted into another type of Advance except on the last day of any Interest Period relating thereto unless the Borrower pays to the Administrative Agent for the account of a Lender any amounts which may be payable under Section 13.2.

LIBOR Advances. (a) Libor LIBOR Advances shall be available for Drawdown, Conversion or Rollover in U.S. United States Dollars in a minimum principal amount amounts of U.S. $1,000,000 U.S.$5,000,000 and integral multiples of U.S. $100,000 U.S.$100,000 in excess thereof. The Each Drawdown Notice and each Conversion Notice or Rollover shall specify the applicable Interest Period for the Libor LIBOR Advance. The duration of each such Interest Period shall be for periods a period of approximately one, two, three or six months (months, or such any other period as may be period, if available and agreed to by the Required Administrative Agent on behalf of the Lenders), as the Borrower requesting such Drawdown, Conversion or Rollover may select in the applicable Drawdown Notice, Conversion Notice or Rollover Notice. No Libor LIBOR Advance may have an Interest Period ending after the Maturity Date. If any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Day. (b) If a Lender determines that deposits of the necessary amount in the requested currency for the relevant applicable Interest Period are not available in the London interbank market or if for any other reason a Lenderthe Administrative Agent, acting reasonably, is unable to determine the applicable Libor LIBO Rate, then the relevant Libor LIBOR Advance will not be made to the Borrowermade, such Lender shall notify the Administrative Agent and the Administrative Agent will notify the Borrower of such event forthwith and will discuss with the such Borrower the particular circumstances and implications of such event. In the event that such determination is made by a Lender the Administrative Agent in the case of a proposed Rollover of an existing Libor LIBOR Advance or a proposed Conversion of a U.S. Base Rate another type of Advance into a Libor LIBOR Advance, the proposed Libor LIBOR Advance will automatically be deemed to be a U.S. Base Rate Canada Advance if the Borrower delivering such Rollover Notice or Conversion Notice is Celestica or a Canadian Designated Subsidiary or a Base Rate Advance, if the Borrower delivering such Rollover Notice or Conversion Notice is a U.S. Designated Subsidiary or a Consent Designated Subsidiary. (c) Interest on any Libor LIBOR Advance shall be calculated at a rate per annum equal to (without duplication) the Libor LIBO Rate plus the Applicable Margin, plus any applicable Mandatory Cost then in effect, shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed (including the first day of each Interest Period but excluding the last day thereof) and divided by 360. Interest on any Libor LIBOR Advance shall be payable to the Administrative Agent in U.S. United States Dollars in arrears on the last day of the Interest Period relating thereto; provided, however, that if the Interest Period is for a term of more than three months, interest shall be payable on the last day Banking Day of the first three-month period and on the last day Banking Day of each three-month period thereafter, as well as on the last day of the Interest Period (each such payment date being the "Libor Interest Payment Date")Period. (d) If a Libor LIBOR Advance to a U.S. Designated Subsidiary is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.142.15, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such Libor LIBOR Advance on at or before 10:00 a.m. (local time in New York, New York) on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding Libor LIBOR Advance shall be deemed to be converted, by way of Conversion on the last day of the then current Interest Period, to into a U.S. Base Rate Advance. (e) If a LIBOR Advance to Celestica or a Canadian Designated Subsidiary is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.15, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such LIBOR Advance at or before 10:00 a.m. (Toronto, Canada) on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding LIBOR Advance shall be deemed to be converted, by way of Conversion on the last day of the then current Interest Period, into a Base Rate Canada Advance. (f) If a LIBOR Advance to a Consent Designated Subsidiary is not repaid on the last day of an Interest Period, and if the Administrative Agent has not received a Rollover Notice specifying the term of the next Interest Period for such LIBOR Advance at or before 10:00 a.m. (Toronto, Canada) on the third Banking Day prior to the last day of the then current Interest Period, then on the last day of the then current Interest Period there shall be a deemed Rollover of the outstanding LIBOR Advance into a LIBOR Advance with an Interest Period of one month. (g) Except as otherwise provided herein, Libor LIBOR Advances shall not be repaid, prepaid or converted into another type of Advance except on the last day of any Interest Period relating thereto unless thereto. (h) If the Borrower pays Majority Lenders determine in good faith that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Advance does not adequately and fairly reflect the cost to such Lenders of funding such Advance, the Administrative Agent will promptly so notify the Borrower and each Lender in writing. Thereafter, the obligation of the Lenders to make or maintain LIBOR Advances shall be suspended until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice; provided that, at any time and from time to time, the Borrower shall have the right to request the Administrative Agent to request that the Lenders determine whether at such time the circumstances causing the suspension continue to exist and if the Majority Lenders determine, in good faith, that such circumstances no longer continue to exist then the Administrative Agent shall notify the Borrower in writing of such determination and immediately revoke such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBOR Advance or, failing that, in the account case of Celestica or a Canadian Designated Subsidiary will be deemed to have converted such request into a request for a Base Rate Canada Advance and in the case of a Lender any amounts which may U.S. Designated Subsidiary or a Consent Designated Subsidiary will be payable under Section 13.2deemed to have converted such request into a request for a Base Rate Advance.

LIBOR Advances. (ai) Libor Interest shall accrue on all LIBOR Advances shall be available in U.S. Dollars in at a minimum principal amount variable rate of U.S. $1,000,000 and integral multiples of U.S. $100,000 in excess thereof. The Drawdown Notice and each Conversion Notice or Rollover shall specify the applicable Interest Period for the Libor Advance. The duration of each interest equal to LIBOR plus 175 basis points per annum at such Interest Period as shall be for periods of approximately one, two, three or six months (or such other period as may be agreed to specified by the Required Lenders), as the Borrower may select in the applicable Drawdown NoticeBorrowing Request; provided, Conversion Notice or Rollover Notice. No Libor Advance may have an Interest Period ending after the Maturity Date. If any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Day. (b) If a Lender determines that deposits of the necessary amount for the relevant Interest Period are not available in the London interbank market or if for any other reason a Lender, acting reasonably, is unable to determine the applicable Libor Rate, then the relevant Libor Advance will not be made to the Borrower, such Lender shall notify the Administrative Agent and the Administrative Agent will notify the Borrower of such event forthwith and will discuss with the Borrower the particular circumstances and implications of such event. In the event that such determination is made by a Lender in the case of a proposed Rollover of an existing Libor Advance or a proposed Conversion of a U.S. Base Rate Advance into a Libor Advance, the proposed Libor Advance will automatically be deemed to be a U.S. Base Rate Advance. (c) Interest on any Libor Advance shall be calculated at a rate per annum equal to the Libor Rate plus the Applicable Margin, interest shall accrue from day at the Default Rate following the occurrence of any Event of Default (regardless of whether notice thereof has been given to day and Borrower). Interest shall be calculated accrue on the basis of a 360 day year. (ii) Borrower shall have the actual number option at the end of days elapsed (including the first day of each any Interest Period but excluding in respect to any Advance (A) to continue such Interest Period, (B) to convert such Interest Period, or (C) to convert such LIBOR Advance to a Base Rate Advance by providing Lender with a Notice of Continuation/Conversion in the last day thereof) and divided by 360form of Exhibit 2.4 attached hereto three Business Days prior to the end of the then applicable Interest Period. Interest on any Libor Advance Each such Notice of Continuation/Conversion shall be payable in U.S. Dollars in arrears on irrevocable and shall specify (A) the last day of Advance to which such notice applies, (B) the Interest Period relating thereto; providedapplicable thereto after giving effect to such continuation/conversion, howeveras applicable, that if and (C) whether such LIBOR Advance will be converted to a Base Rate Advance. If, on the expiration of any Interest Period is for in respect of any LIBOR Advance, the Borrower shall have failed to deliver a term Notice of more than three monthsContinuation/Conversion, interest shall be payable on the last day of the first three-month period and on the last day of each three-month period thereafterthen, as well as on the last day of the Interest Period (each unless such payment date being the "Libor Interest Payment Date"). (d) If a Libor LIBOR Advance is neither repaid on as provided herein, the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.14, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such Libor Advance on or before 10:00 a.m. on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding Libor Advance Borrower shall be deemed to be converted, by way of Conversion on have elected to continue such Advance at the last day of the then current previously applicable Interest Period, . Subsequent to any conversion to a U.S. Base Rate Advance. (eAdvance in accordance herewith, such Advance shall then be governed in accordance with Section 2.4(a) Except hereof and such other provisions of this Agreement as otherwise provided herein, Libor Advances shall not be repaid, prepaid or converted into another type of Advance except on the last day of any Interest Period relating thereto unless the Borrower pays to the Administrative Agent for the account of a Lender any amounts which may be payable under Section 13.2applicable to Base Rate Advances.

LIBOR Advances. (a) Libor Advances shall be available for Drawdown in U.S. Dollars in a minimum principal amount of U.S. $1,000,000 and integral multiples of U.S. $100,000 in excess thereofUnited States Dollars. The Each Drawdown Notice and each Conversion Notice or Rollover shall specify the applicable Interest Period for the Libor Advance. The duration of each such Interest Period shall be for periods of approximately one, two, three or six months (or such other period as may be agreed to by the Required LendersLender), as the Borrower may select in the applicable Drawdown Notice, Conversion Notice or Rollover Notice. No Libor Advance may have an Interest Period ending after the applicable Maturity Date. If any Interest Period would end on a day which is not a Banking Business Day, such Interest Period shall be extended to the next succeeding Banking Business Day unless such next succeeding Banking Business Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Business Day. (b) If a the Lender determines that deposits of the necessary amount for the relevant Interest Period are not available in the London interbank market or if for any other reason a the Lender, acting reasonably, is unable to determine the applicable Libor Rate, then the relevant Libor Advance will not be made to the Borrower, such Lender shall notify the Administrative Agent and the Administrative Agent Lender will notify the Borrower of such event forthwith and the Lender will discuss with the Borrower the particular circumstances and implications of such event. In the event that such determination is made by a the Lender in the case of a proposed Rollover of an existing Libor Advance or a proposed Conversion of a U.S. Base Rate another type of Advance into a Libor Advance, the proposed Libor Advance will automatically be deemed to be a U.S. Base Rate Advance. (c) Interest on any Libor Advance shall be calculated at a rate per annum equal to the Libor Rate plus the Applicable Libor Margin, shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed (including the first day of each Interest Period but excluding the last day thereof) and divided by 360. Interest on any Libor Advance shall be payable in U.S. United States Dollars in arrears on the last day of the Interest Period relating thereto; provided, however, that if the Interest Period is for a term of more than three months, interest shall be payable on the last day of the first three-month period and on the last day of each three-month period thereafter, as well as on the last day of the Interest Period (each such payment date being the "Libor Interest Payment Date")Period. (d) If a Libor Advance is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.142.13, and if the Administrative Agent Lender has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such Libor Advance on or before 10:00 a.m. on the third Banking second Business Day prior to the last day of the then current Interest Period, then the outstanding Libor Advance shall be deemed to be converted, by way of Conversion on the last day of the then current Interest Period, to as a U.S. Base Rate Advance. (e) Except as otherwise provided herein, Libor Advances shall not be repaid, prepaid or converted into another type of Advance except on the last day of any Interest Period relating thereto unless the Borrower pays to the Administrative Agent for the account of a Lender any Lender, all amounts which may be payable under Section 13.212.2.

LIBOR Advances. (a) Libor LIBOR Advances shall be available for Drawdown, Conversion or Rollover in U.S. United States Dollars and in a Freely Tradeable European Currencies in minimum principal amount amounts of U.S. $1,000,000 5,000,000 and integral multiples of U.S. $100,000 in excess thereof, and the relevant Equivalent Amounts thereof in the subject Freely Tradeable European Currency. The Each Drawdown Notice and each Conversion Notice or Rollover shall specify the applicable Interest Period and the requested currency for the Libor LIBOR Advance. The duration of each such Interest Period shall be for periods a period of approximately one, two, three or six months and, in respect of a LIBOR Advance to a U.K. -44- Designated Subsidiary, may also be for a seven (7) day period (or such other period as may be agreed to by the Required Administrative Agent with the consent of the Majority Lenders), as the Borrower requesting such Drawdown, Conversion or Rollover may select in the applicable Drawdown Notice, Conversion Notice or Rollover Notice. No Libor LIBOR Advance may have an Interest Period ending after the Final Maturity Date. If any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Day. (b) If a Lender determines that deposits of the necessary amount in the requested currency for the relevant applicable Interest Period are not available in the London interbank market or if for any other reason a Lenderthe Administrative Agent, acting reasonably, is unable to determine the applicable Libor LIBO Rate, then the relevant Libor LIBOR Advance will not be made to the Borrowermade, such Lender shall notify the Administrative Agent and the Administrative Agent will notify the Borrower Relevant Facility Agent requesting such LIBOR Advance of such event forthwith and the Relevant Facility Agent will discuss with the such Borrower the particular circumstances and implications of such event. In the event that such determination is made by a Lender the Administrative Agent in the case of a proposed Rollover of an existing Libor LIBOR Advance or a proposed Conversion of a U.S. Base Rate another type of Advance into a Libor LIBOR Advance, the proposed Libor LIBOR Advance will automatically be deemed to be a U.S. Base Rate Canada Advance, if the Borrower delivering such Rollover Notice or Conversion Notice is Celestica or a Canadian Designated Subsidiary or a Base Rate Advance. (c) Interest on any Libor Advance shall be calculated at a rate per annum equal to the Libor Rate plus the Applicable Margin, shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed (including the first day of each Interest Period but excluding the last day thereof) and divided by 360. Interest on any Libor Advance shall be payable in U.S. Dollars in arrears on the last day of the Interest Period relating thereto; provided, however, that if the Interest Period is for a term of more than three months, interest shall be payable on the last day of the first three-month period and on the last day of each three-month period thereafter, as well as on the last day of the Interest Period (each Borrower delivering such payment date being the "Libor Interest Payment Date"). (d) If a Libor Advance is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.14, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such Libor Advance on or before 10:00 a.m. on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding Libor Advance shall be deemed to be converted, by way of Conversion on the last day of the then current Interest Period, to is a U.S. Base Rate Advance. (e) Except as otherwise provided herein, Libor Advances shall not be repaid, prepaid or converted into another type of Advance except on the last day of any Interest Period relating thereto unless the Borrower pays to the Administrative Agent for the account of a Lender any amounts which may be payable under Section 13.2.U.S.

LIBOR Advances. (a) Libor LIBOR Advances shall be available for Drawdown, Conversion or Rollover in U.S. United States Dollars in a minimum principal amount amounts of U.S. $1,000,000 U.S.$5,000,000 and integral multiples of U.S. $100,000 U.S.$100,000 in excess thereof. The Each Drawdown Notice and each Conversion Notice or Rollover shall specify the applicable Interest Period for the Libor LIBOR Advance. The duration of each such Interest Period shall be for periods a period of approximately one, two, three or six months (months, or such any other period as may be period, if available and agreed to by the Required Administrative Agent on behalf of the Lenders), as the Borrower requesting such Drawdown, Conversion or Rollover may select in the applicable Drawdown Notice, Conversion Notice or Rollover Notice. No Libor LIBOR Advance may have an Interest Period ending after the Maturity Date. If any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Day. (b) If a Lender determines that deposits of the necessary amount in the requested currency for the relevant applicable Interest Period are not available in the London interbank market or if for any other reason a Lenderthe Administrative Agent, acting reasonably, is unable to determine the applicable Libor LIBO Rate, then the relevant Libor LIBOR Advance will not be made to the Borrowermade, such Lender shall notify the Administrative Agent and the Administrative Agent will notify the Borrower of such event forthwith and will discuss with the such Borrower the particular circumstances and implications of such event. In the event that such determination is made by a Lender the Administrative Agent in the case of a proposed Rollover of an existing Libor LIBOR Advance or a proposed Conversion of a U.S. Base Rate another type of Advance into a Libor LIBOR Advance, the proposed Libor LIBOR Advance will automatically be deemed to be a U.S. Base Rate Canada Advance if the Borrower delivering such Rollover Notice or Conversion Notice is Celestica or a Canadian Designated Subsidiary or a Base Rate Advance, if the Borrower delivering such Rollover Notice or Conversion Notice is a U.S. Designated Subsidiary or a Consent Designated Subsidiary. (c) Interest on any Libor LIBOR Advance shall be calculated at a rate per annum equal to the Libor LIBO Rate plus the Applicable Margin, plus any applicable Mandatory Cost then in effect, shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed (including the first day of each Interest Period but excluding the last day thereof) and divided by 360. Interest on any Libor LIBOR Advance shall be payable to the Administrative Agent in U.S. United States Dollars in arrears on the last day of the Interest Period relating thereto; provided, however, that if the Interest Period is for a term of more than three months, interest shall be payable on the last day Banking Day of the first three-month period and on the last day Banking Day of each three-month period thereafter, as well as on the last day of the Interest Period (each such payment date being the "Libor Interest Payment Date")Period. (d) If a Libor LIBOR Advance to a U.S. Designated Subsidiary is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.142.15, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such Libor LIBOR Advance on at or before 10:00 a.m. (local time in New York, New York) on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding Libor LIBOR Advance shall be deemed to be converted, by way of Conversion on the last day of the then current Interest Period, to into a U.S. Base Rate Advance. (e) If a LIBOR Advance to Celestica or a Canadian Designated Subsidiary is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.15, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such LIBOR Advance at or before 10:00 a.m. (Toronto, Canada) on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding LIBOR Advance shall be deemed to be converted, by way of Conversion on the last day of the then current Interest Period, into a Base Rate Canada Advance. (f) If a LIBOR Advance to a Consent Designated Subsidiary is not repaid on the last day of an Interest Period, and if the Administrative Agent has not received a Rollover Notice specifying the term of the next Interest Period for such LIBOR Advance at or before 10:00 a.m. (Toronto, Canada) on the third Banking Day prior to the last day of the then current Interest Period, then on the last day of the then current Interest Period there shall be a deemed Rollover of the outstanding LIBOR Advance into a LIBOR Advance with an Interest Period of one month. (g) Except as otherwise provided herein, Libor LIBOR Advances shall not be repaid, prepaid or converted into another type of Advance except on the last day of any Interest Period relating thereto unless thereto. (h) If the Borrower pays Majority Lenders determine in good faith that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Advance does not adequately and fairly reflect the cost to such Lenders of funding such Advance, the Administrative Agent will promptly so notify the Borrower and each Lender in writing. Thereafter, the obligation of the Lenders to make or maintain LIBOR Advances shall be suspended until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice; provided that, at any time and from time to time, the Borrower shall have the right to request the Administrative Agent to request that the Lenders determine whether at such time the circumstances causing the suspension continue to exist and if the Majority Lenders determine, in good faith, that such circumstances no longer continue to exist then the Administrative Agent shall notify the Borrower in writing of such determination and immediately revoke such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBOR Advance or, failing that, in the account case of Celestica or a Canadian Designated Subsidiary will be deemed to have converted such request into a request for a Base Rate Canada Advance and in the case of a Lender any amounts which may U.S. Designated Subsidiary or a Consent Designated Subsidiary will be payable under Section 13.2deemed to have converted such request into a request for a Base Rate Advance.

LIBOR Advances. (a) Libor LIBOR Advances shall be available for Drawdown, Conversion or Rollover in U.S. United States Dollars in a minimum principal amount amounts of U.S. $1,000,000 5,000,000 and integral multiples of U.S. $100,000 in excess thereof. The Each Drawdown Notice and each Conversion Notice or Rollover shall specify the applicable Interest Period for the Libor LIBOR Advance. The duration of each such Interest Period shall be for periods a period of approximately one, two, three or six months (or such other period as may be agreed to by the Required Lenders)months, as the Borrower requesting such Drawdown, Conversion or -29- Rollover may select in the applicable Drawdown Notice, Conversion Notice or Rollover Notice. No Libor LIBOR Advance may have an Interest Period ending after the Maturity Date. If any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Day. (b) If a Lender determines that deposits of the necessary amount for the relevant applicable Interest Period are not available in the London interbank market or if for any other reason a Lenderthe Administrative Agent, acting reasonably, is unable to determine the applicable Libor LIBO Rate, then the relevant Libor LIBOR Advance will not be made to the Borrowermade, such Lender shall notify the Administrative Agent and the Administrative Agent will notify the Borrower of such event forthwith and will discuss with the such Borrower the particular circumstances and implications of such event. In the event that such determination is made by a Lender the Administrative Agent in the case of a proposed Rollover of an existing Libor LIBOR Advance or a proposed Conversion of a U.S. Base Rate Canada Advance into a Libor LIBOR Advance, the proposed Libor LIBOR Advance will automatically be deemed to be a U.S. Base Rate Canada Advance. (c) Interest on any Libor LIBOR Advance shall be calculated at a rate per annum equal to the Libor LIBO Rate plus the Applicable Margin, plus any applicable Mandatory Cost then in effect, shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed (including the first day of each Interest Period but excluding the last day thereof) and divided by 360360 or by 365 where market practice so requires. Interest on any Libor LIBOR Advance shall be payable to the Administrative Agent in U.S. United States Dollars in arrears on the last day of the Interest Period relating thereto; provided, however, that if the Interest Period is for a term of more than three months, interest shall be payable on the last day Banking Day of the first three-month period and on the last day Banking Day of each three-month period thereafter, as well as on the last day of the Interest Period (each such payment date being the "Libor Interest Payment Date")Period. (d) If a Libor LIBOR Advance to a Borrower is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.142.12, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such Libor LIBOR Advance on at or before 10:00 a.m. (local time in Toronto, Canada) on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding Libor LIBOR Advance shall be deemed to be converted, by way of Conversion on the last day of the then current Interest Period, to into a U.S. Base Rate Canada Advance. (e) Except as otherwise provided herein, Libor LIBOR Advances shall not be repaid, prepaid or converted into another type of Advance except on the last day of any Interest Period relating thereto unless the Borrower pays to the Administrative Agent for the account of a Lender any amounts which may be payable under Section 13.2thereto.

LIBOR Advances. (a) Libor LIBOR Advances shall be available for Drawdown, Conversion or Rollover in U.S. United States Dollars in a minimum principal amount amounts of U.S. $1,000,000 U.S.$5,000,000 and integral multiples of U.S. $100,000 U.S.$100,000 in excess thereof. The Each Drawdown Notice and each Conversion Notice or Rollover shall specify the applicable Interest Period for the Libor LIBOR Advance. The duration of each such Interest Period shall be for periods a period of approximately one, two, three or six months (months, or such any other period as may be period, if available and agreed to by the Required Administrative Agent on behalf of the Lenders), as the Borrower requesting such Drawdown, Conversion or Rollover may select in the applicable Drawdown Notice, Conversion Notice or Rollover Notice. No Libor LIBOR Advance may have an Interest Period ending after the Maturity Date. If any Interest Period would end on a day which is not a Banking Day, such Interest Period shall be extended to the next succeeding Banking Day unless such next succeeding Banking Day falls in the next calendar month, in which case such Interest Period shall be shortened to end on the immediately preceding Banking Day. (b) If a Lender determines that deposits of the necessary amount in the requested currency for the relevant applicable Interest Period are not available in the London interbank market or if for any other reason a Lenderthe Administrative Agent, acting reasonably, is unable to determine the applicable Libor LIBO Rate, then the relevant Libor LIBOR Advance will not be made to the Borrowermade, such Lender shall notify the Administrative Agent and the Administrative Agent will notify the Borrower of such event forthwith and will discuss with the such Borrower the particular circumstances and implications of such event. In the event that such determination is made by a Lender the Administrative Agent in the case of a proposed Rollover of an existing Libor LIBOR Advance or a proposed Conversion of a U.S. Base Rate another type of Advance into a Libor LIBOR Advance, the proposed Libor LIBOR Advance will automatically be deemed to be a U.S. Base Rate Canada Advance if the Borrower delivering such Rollover Notice or Conversion Notice is Celestica or a Canadian Designated Subsidiary or a Base Rate Advance, if the Borrower delivering such Rollover Notice or Conversion Notice is a U.S. Designated Subsidiary or a Consent Designated Subsidiary. (c) Interest on any Libor LIBOR Advance shall be calculated at a rate per annum equal to (without duplication) the Libor LIBO Rate plus the Applicable Margin, plus any applicable Mandatory Cost then in effect, shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed (including the first day of each Interest Period but excluding the last day thereof) and divided by 360. Interest on any Libor LIBOR Advance shall be payable to the Administrative Agent in U.S. United States Dollars in arrears on the last day of the Interest Period relating thereto; provided, however, that if the Interest Period is for a term of more than three months, interest shall be payable on the last day Banking Day of the first three-month period and on the last day Banking Day of each three-month period thereafter, as well as on the last day of the Interest Period (each such payment date being the "Libor Interest Payment Date")Period. (d) If a Libor LIBOR Advance to a U.S. Designated Subsidiary is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.142.20, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such Libor LIBOR Advance on at or before 10:00 a.m. (local time in New York, New York) on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding Libor LIBOR Advance shall be deemed to be converted, by way of Conversion on the last day of the then current Interest Period, to into a U.S. Base Rate Advance. (e) If a LIBOR Advance to Celestica or a Canadian Designated Subsidiary is neither repaid on the last day of an Interest Period nor converted into another type of Advance on such date pursuant to Section 2.20, and if the Administrative Agent has not received a Rollover Notice or a Conversion Notice specifying the term of the next Interest Period for such LIBOR Advance at or before 10:00 a.m. (Toronto, Canada) on the third Banking Day prior to the last day of the then current Interest Period, then the outstanding LIBOR Advance shall be deemed to be converted, by way of Conversion on the last day of the then current Interest Period, into a Base Rate Canada Advance. (f) If a LIBOR Advance to a Consent Designated Subsidiary is not repaid on the last day of an Interest Period, and if the Administrative Agent has not received a Rollover Notice specifying the term of the next Interest Period for such LIBOR Advance at or before 10:00 a.m. (Toronto, Canada) on the third Banking Day prior to the last day of the then current Interest Period, then on the last day of the then current Interest Period there shall be a deemed Rollover of the outstanding LIBOR Advance into a LIBOR Advance with an Interest Period of one month. (g) Except as otherwise provided herein, Libor LIBOR Advances shall not be repaid, prepaid or converted into another type of Advance except on the last day of any Interest Period relating thereto unless thereto. (h) If the Borrower pays Majority Lenders determine in good faith that the LIBO Rate for any requested Interest Period with respect to a proposed LIBOR Advance does not adequately and fairly reflect the cost to such Lenders of funding such Advance, the Administrative Agent will promptly so notify the Borrower and each Lender in writing. Thereafter, the obligation of the Lenders to make or maintain LIBOR Advances shall be suspended until the Administrative Agent (upon the instruction of the Majority Lenders) revokes such notice; provided that, at any time and from time to time, the Borrower shall have the right to request the Administrative Agent to request that the Lenders determine whether at such time the circumstances causing the suspension continue to exist and if the Majority Lenders determine, in good faith, that such circumstances no longer continue to exist then the Administrative Agent shall notify the Borrower in writing of such determination and immediately revoke such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing, conversion or continuation of LIBOR Advance or, failing that, in the account case of Celestica or a Canadian Designated Subsidiary will be deemed to have converted such request into a request for a Base Rate Canada Advance and in the case of a Lender any amounts which may U.S. Designated Subsidiary or a Consent Designated Subsidiary will be payable under Section 13.2deemed to have converted such request into a request for a Base Rate Advance.