Common use of Nature of Reimbursement Obligations Clause in Contracts

Nature of Reimbursement Obligations. Celestica shall assume all risks of the acts, omissions, or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Issuing Bank nor any Lender (except to the extent of its own gross negligence or wilful misconduct) shall be responsible for: (a) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; (b) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, telecopier, or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereof. None of the foregoing shall affect, impair, or prevent the vesting of any of the rights or powers granted to the Issuing Bank or any Lender hereunder. Any action taken or omitted to be taken by the Issuing Bank in good faith shall be binding upon Celestica and shall not subject the Issuing Bank to any resulting liability to Celestica.

Nature of Reimbursement Obligations. Celestica The Revolving Borrower shall assume all risks of the acts, omissions, or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Issuing Bank any Issuer nor any Lender (except to the extent of its own gross negligence or wilful misconduct) shall be responsible for: (a) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; (b) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex, or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereof. None of the foregoing shall affect, impair, or prevent the vesting of any of the rights or powers granted to the Issuing Bank any Issuer or any Lender hereunder. Any In furtherance and extension, and not in limitation or derogation, of any of the foregoing, any action taken or omitted to be taken by the Issuing Bank any Issuer in good faith shall be binding upon Celestica the Revolving Borrower and shall not subject the Issuing Bank to put such Issuer under any resulting liability to Celesticathe Revolving Borrower.

Nature of Reimbursement Obligations. Celestica The Borrower shall assume all risks of the acts, omissions, or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither any Issuer, the Issuing Bank Agent nor any Lender (except to the extent of its own gross negligence or wilful misconduct) shall be responsible for: : (a) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; ; (b) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; ; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; ; (d) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex, facsimile or otherwise; or or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereof. None of the foregoing shall affect, impair, or prevent the vesting of any of the rights or powers granted to the Issuing Bank any Issuer or any Lender hereunder. Any In furtherance and extension, and not in limitation or derogation, of any of the foregoing, any action taken or omitted to be taken by the Issuing Bank any Issuer in good faith shall be binding upon Celestica the Borrower and shall not subject the Issuing Bank to put such Issuer under any resulting liability to Celesticathe Borrower.

Nature of Reimbursement Obligations. Celestica The Borrower and each other Obligor shall assume all risks of the acts, omissions, omissions or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Issuing Bank Lender nor any Lender other issuer of the Letter of Credit (except to the extent of its own gross negligence or wilful willful misconduct) shall be responsible for: (a) : the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; (b) ; the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (c) ; failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) ; errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex or otherwise; or (e) or any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereofCredit. None of the foregoing shall affect, impair, impair or prevent the vesting of any of the rights or powers granted to the Issuing Bank or any Lender hereunder. Any In furtherance and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuing Bank Lender in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon Celestica each Obligor, and shall not subject put the Issuing Bank to Lender under any resulting liability to Celesticaany Obligor.

Nature of Reimbursement Obligations. Celestica The Borrower shall assume all risks of the acts, omissions, or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Issuing Bank any Issuer nor any Lender (except to the extent of its own gross negligence or wilful misconduct) shall be responsible for: : (a) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; ; (b) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; ; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; ; (d) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex, or otherwise; or or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement disbursement under a Letter of Credit or of the proceeds thereof. None of the foregoing shall affect, impair, or prevent the vesting of any of the rights or powers granted to the Issuing Bank any Issuer or any Lender hereunder. Any In furtherance and extension, and not in limitation or derogation, of any of the foregoing, any action taken or omitted to be taken by the Issuing Bank any Issuer in good faith shall be binding upon Celestica the Borrower and shall not subject the Issuing Bank to put such Issuer under any resulting liability to Celesticathe Borrower.

Nature of Reimbursement Obligations. Celestica The Company and, to the extent set forth in Section 1.9.1, each Bank with a Commitment in the respective Tranche shall assume all risks of the acts, omissions, omissions or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Issuing Bank nor any Lender The Issuer (except to the extent of its own gross negligence or wilful willful misconduct) shall not be responsible for: (a) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; (b) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereofCredit. None of the foregoing shall affect, impair, impair or prevent the vesting of any of the rights or powers granted to the Issuing Bank Issuer or any Lender hereunderBank. Any In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuing Bank an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon Celestica the Company and each such Bank, and shall not subject the Issuing Bank to put such Issuer under any resulting liability to Celesticathe Company or any such Bank, as the case may be.

Nature of Reimbursement Obligations. Celestica The Company shall assume all risks of the acts, omissions, or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Issuing Bank nor any Lender Bank (except except, in each case, to the extent of its own gross negligence or wilful misconduct) shall be responsible for: (a) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; (b) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissionsomission, interruptions, or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex, or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement disbursement under a Letter of Credit or of the proceeds thereof. None of the foregoing shall affect, impair, or prevent the vesting of any of the rights or powers granted to the Issuing Bank or any Lender Bank hereunder. Any In furtherance and extension, and not in limitation or derogation, of any of the foregoing, any action taken or omitted to be taken by the Issuing Bank in good faith shall be binding upon Celestica the Company and shall not subject the put such Issuing Bank to under any resulting liability to Celesticathe Company, except for gross negligence or wilful misconduct of the Issuing Bank.

Nature of Reimbursement Obligations. Celestica The Borrower shall assume all risks of the acts, omissions, or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Issuing Bank Issuer nor any Lender (except to the extent of its own gross negligence or wilful willful misconduct) shall be responsible for: (a) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; (b) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits benefits, thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex, or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement disbursement under a Letter of Credit or of the proceeds thereof. None of the foregoing shall affect, impair, or prevent the vesting of any of the rights or powers granted to the Issuing Bank Issuer or any Lender hereunder. Any In furtherance and extension, and not in limitation or derogation, of any of the foregoing, any action taken or omitted to be taken by the Issuing Bank Issuer in good faith shall be binding upon Celestica the Borrower and shall not subject put the Issuing Bank to Issuer under any resulting liability to Celesticathe Borrower.

Nature of Reimbursement Obligations. Celestica The Borrower shall assume all risks of the acts, omissions, or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither any Issuer, the Issuing Bank Agent nor any Lender (except to the extent of its own gross negligence or wilful willful misconduct) shall be responsible for: : (a) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; ; (b) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; ; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; ; (d) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex, facsimile or otherwise; or or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereof. None of the foregoing shall affect, impair, or prevent the vesting of any of the rights or powers granted to the Issuing Bank any Issuer or any Lender hereunder. Any In furtherance and extension, and not in limitation or derogation, of any of the foregoing, any action taken or omitted to be taken by the Issuing Bank any Issuer in good faith shall be binding upon Celestica the Borrower and shall not subject the Issuing Bank to put such Issuer under any resulting liability to Celesticathe Borrower.

Nature of Reimbursement Obligations. Celestica The Company shall assume all risks of the acts, omissions, or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Issuing any Issuer Bank nor the Agent or any Lender (except to the extent of its own gross negligence or wilful willful misconduct) shall be responsible for: (a) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; (b) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any instrument Instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereof. None of the foregoing shall affect, impair, or prevent the vesting of any of the rights or powers granted to any Issuer Bank, the Issuing Bank Agent, or any Lender hereunder. Any In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuing such Issuer Bank in good faith shall be binding upon Celestica the Company and each Lender and shall not subject the Issuing put such Issuer Bank to under any resulting liability to Celesticathe Company or any Lender, except to the extent incurred by such Issuer Bank's gross negligence or willful misconduct.

Nature of Reimbursement Obligations. Celestica The Borrower shall assume all risks of the acts, omissions, or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Issuing Bank Lender nor any Lender Issuer (except to the extent of its own gross negligence or wilful misconduct) shall be responsible for:: 42 (a) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; (b) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex, facsimile or otherwise; or; (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereof. None of the foregoing shall affect, impair, or prevent the vesting of any of the rights or powers granted to the Issuing Bank or any Lender hereunder. Any action taken or omitted to be taken by the Issuing Bank in good faith shall be binding upon Celestica and shall not subject the Issuing Bank to any resulting liability to Celestica.;

Nature of Reimbursement Obligations. Celestica The Borrower and, to the extent set forth in Section 2.6.1, each Lender, shall assume all risks of the acts, omissions, omissions or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Issuing Bank nor any Lender The Issuer (except to the extent of its own gross negligence or wilful willful misconduct) shall not be responsible for: (a) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; (b) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereofCredit. None of the foregoing shall affect, impair, impair or prevent the vesting of any of the rights or powers granted to the Issuing Bank Issuer or any Lender hereunderLender. Any In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuing Bank Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon Celestica the Borrower, each other Obligor and each such Lender, and shall not subject put the Issuing Bank to Issuer under any resulting liability to Celesticathe Borrower, any other Obligor or any Lender, as the case may be.

Nature of Reimbursement Obligations. Celestica Borrower shall assume all risks of the acts, omissions, omissions or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Banks nor the Issuing Bank nor any Lender (except to the extent of its own gross negligence or wilful willful misconduct) shall be responsible for: (a) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or issuance of a any Letter of Credit, even if it such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; (b) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a any Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reasonCredit; (c) failure of the any beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) failure of the Issuing Bank to notify Borrower pursuant to Section 2.18(b); (e) errors, omissions, interruptions, interruption or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex or otherwise; or (ef) any loss or delay in the transmission or otherwise of any document or draft required by or from a beneficiary of a Letter of Credit in order to make a Disbursement under a Letter of Credit or of the proceeds thereof. None of the foregoing shall affect, impair, impair or prevent the vesting of any of the rights or powers granted to the Banks or the Issuing Bank or any Lender hereunder. Any In furtherance and extension, and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Banks or the Issuing Bank in good faith shall be binding upon Celestica the Borrower and shall not subject put the Banks or the Issuing Bank to under any resulting liability to CelesticaBorrower.

Nature of Reimbursement Obligations. Celestica The Borrower shall assume all risks of the acts, omissions, or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither Without limiting the Issuing Bank nor any Lender (except to foregoing and without limiting SECTION 4.6, the extent of its own gross negligence or wilful misconduct) Issuer shall not be responsible forfor the following: (a) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any Letter of Credit or any document submitted to the Issuer by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; (b) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex, or otherwise; or (e) any loss or delay in the transmission or otherwise delivery of any document or draft required in order to make a Disbursement payment or disbursement under a Letter of Credit or of the proceeds thereof. None of the foregoing shall affect, impair, or prevent the vesting of any of the rights or powers granted to the Issuing Bank Issuer or any Lender hereunder. Any In furtherance and extension, and not in limitation or derogation, of any of the foregoing, any action taken or omitted to be taken by the Issuing Bank Issuer in good faith shall be binding upon Celestica the Borrower and shall not subject put the Issuing Bank to Issuer under any resulting liability to Celesticathe Borrower. Any of the foregoing notwithstanding, the Borrower may have a claim against the Issuer, and the Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which were caused by the Issuer's gross negligence or wilful misconduct.

Nature of Reimbursement Obligations. Celestica The Company and, to the extent set forth in Section 1.9.1, each Bank shall assume all risks of the acts, omissions, omissions or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Issuing Bank nor any Lender The Issuer (except to the extent of its own gross negligence or wilful misconduct) shall not be responsible for: (a) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; (b) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereofCredit. None of the foregoing shall affect, impair, impair or prevent the vesting of any of the rights or powers granted to the Issuing Bank Issuer or any Lender hereunderBank. Any In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuing Bank an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon Celestica the Company and each such Bank, and shall not subject the Issuing Bank to put such Issuer under any resulting liability to Celesticathe Company or any such Bank, as the case may be.

Nature of Reimbursement Obligations. Celestica The Borrower and, to the extent set forth in Section 2.8.1, each Lender shall assume all risks of the acts, omissions, omissions or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Issuing Bank nor any Lender The Issuer (except to the extent of its own gross negligence or wilful misconduct) shall not be responsible for: (a) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it 41 50 should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; (b) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereofCredit. None of the foregoing shall affect, impair, impair or prevent the vesting of any of the rights or powers granted to the Issuing Bank Issuer or any Lender hereunderLender. Any In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuing Bank an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon Celestica the Borrower and each such Lender, and shall not subject the Issuing Bank to put such Issuer under any resulting liability to Celesticathe Borrower or any such Lender, as the case may be.

Nature of Reimbursement Obligations. Celestica shall assume Borrower assumes all risks of the acts, omissions, or misuse of any Letter of Credit it has requested by the beneficiary thereofany Person to whom a Letter of Credit is issued. Neither the Issuing Bank nor any Lender (except to the extent of its own gross negligence or wilful willful misconduct) shall will not be responsible for: : (a) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any the Letter of Credit or any document submitted by any party in connection with the application for or issuance of a any Letter of Credit, even if it such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; ; (b) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a any Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; ; (c) failure of the beneficiary any Person to comply fully with the conditions required in order to demand payment under a the Letter of Credit; ; (d) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex or otherwise; or or (e) any loss or delay in the transmission or otherwise of any document or draft required by or from any Person in order to make a Disbursement payment under a the Letter of Credit or of the proceeds thereofCredit. None of the foregoing shall will affect, impair, impair or prevent the vesting of any of the rights or powers granted to Lender. In furtherance and extension and not in limitation or derogation of any of the Issuing Bank or foregoing, any Lender hereunder. Any action act taken or omitted to be taken by the Issuing Bank Lender in good faith shall will be binding upon Celestica on Borrower and shall will not subject the Issuing Bank to put Lender under any resulting liability to CelesticaBorrower.

Nature of Reimbursement Obligations. Celestica The Borrower shall assume all risks of the acts, omissions, omissions or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Issuing The Bank nor any Lender (except to the extent of its own gross negligence or wilful willful misconduct) shall not be responsible for: (a) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; (b) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any instrument Instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (c) the failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit;; 53 -39- (d) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereof. None of the foregoing shall affect, impair, impair or prevent the vesting of any of the rights or powers granted to the Issuing Bank or any Lender hereunder. Any In furtherance and extension, and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuing Bank in good faith shall be binding upon Celestica the Borrower and shall not subject put the Issuing Bank to under any resulting liability to Celesticathe Borrower.

Nature of Reimbursement Obligations. Celestica The Borrower shall assume all risks of the acts, omissions, or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Issuing Bank any Issuer nor any Lender (except to the extent of its own gross negligence or wilful misconduct) shall be responsible for: (a) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; (b) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex, or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement disbursement under a Letter of Credit or of the proceeds thereof. None of the foregoing shall affect, impair, or prevent the vesting of any of the rights or powers granted to the Issuing Bank any Issuer or any Lender hereunder. Any In furtherance and extension, and not in limitation or derogation, of any of the foregoing, any action taken or omitted to be taken by the Issuing Bank any Issuer in good faith shall be binding upon Celestica the Borrower and shall not subject the Issuing Bank to put such Issuer under any resulting liability to Celesticathe Borrower.

Nature of Reimbursement Obligations. Celestica The Borrower and, to the extent set forth in Section 2.6.1, each Lender shall assume all risks of the acts, omissions, omissions or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Issuing Bank nor any Lender The Issuer (except to the extent of its own gross negligence or wilful misconduct) shall not be responsible for: (a) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; (b) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereofCredit. None of the foregoing shall affect, impair, impair or prevent the vesting of any of the rights or powers granted to the Issuing Bank Issuer or any Lender hereunderLender. Any In furtherance and extension and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuing Bank an Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon Celestica the Borrower and each such Lender, and shall not subject the Issuing Bank to put such Issuer under any resulting liability to Celesticathe Borrower or any such Lender, as the case may be.

Nature of Reimbursement Obligations. Celestica The Borrower shall ----------------------------------- assume all risks of the acts, omissions, or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Issuing Bank any Issuer nor any Lender (except to the extent of its own gross negligence or wilful misconduct) shall be responsible for: : (a) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or forged; ; (b) the form, validity, sufficiency, accuracy, genuineness, or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; ; (c) failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; ; (d) errors, omissions, interruptions, or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex, facsimile or otherwise; or or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereof. None of the foregoing shall affect, impair, or prevent the vesting of any of the rights or powers granted to the Issuing Bank any Issuer or any Lender hereunder. Any In furtherance and extension, and not in limitation or derogation, of any of the foregoing, any action taken or omitted to be taken by the Issuing Bank any Issuer in good faith shall be binding upon Celestica the Borrower and shall not subject the Issuing Bank to put such Issuer under any resulting liability to Celesticathe Borrower.

Nature of Reimbursement Obligations. Celestica The Account Party and, to the extent set forth in Section 2.3.1, each Lender shall assume all risks of the acts, omissions, omissions or misuse of any Letter of Credit it has requested by the beneficiary thereof. Neither the Issuing Bank nor any Lender The Issuer (except to the extent of its own gross negligence or wilful willful misconduct) shall not be responsible for: (a) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the application for or and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, fraudulent or forged; (b) the form, validity, sufficiency, accuracy, genuineness, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or the proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (c) the failure of the beneficiary to comply fully with conditions required in order to demand payment under a Letter of Credit; (d) errors, omissions, interruptions, interruptions or delays in transmission or delivery of any messages, by mail, telecopiercable, telegraph, telex or otherwise; or (e) any loss or delay in the transmission or otherwise of any document or draft required in order to make a Disbursement under a Letter of Credit or of the proceeds thereofCredit. None of the foregoing shall affect, impair, impair or prevent the vesting of any of the rights or powers granted to the Issuing Bank Issuer or any Lender hereunder. Any In furtherance and not in limitation or derogation of any of the foregoing, any action taken or omitted to be taken by the Issuing Bank Issuer in good faith (and not constituting gross negligence or willful misconduct) shall be binding upon Celestica the Account Party and each such Credit Party, and shall not subject put the Issuing Bank to Issuer under any resulting liability to Celesticathe Account Party or any Credit Party, as the case may be.