Common use of Presigned Draft Forms Clause in Contracts

Presigned Draft Forms. To enable the Tranche B Lenders to create Bankers’ Acceptances or purchase Drafts, as the case may be, in accordance with Section 2.1(b) and this Section 2.15, TCCI hereby appoints each Tranche B Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Tranche B Lender, blank forms of Drafts. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender shall bind TCCI as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCI. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-signed or pre-endorsed by or on behalf of TCCI and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record with respect to Drafts held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B Lender agrees to provide such records to TCCI at TCCI’s expense upon request. Drafts shall be signed by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f). Notwithstanding that any person whose signature appears on any Drafts as a signatory for TCCI may no longer be an authorized signatory for TCCI at the date of issuance of a Drafts, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts so signed shall be binding on TCCI.

Presigned Draft Forms. (i) To enable the Tranche B Canadian Lenders to create Bankers’ Acceptances or purchase Drafts, as complete Drafts in the case may be, manner specified in accordance with Section 2.1(b) and this Section 2.152.04, TCCI McKesson Canada shall supply each Canadian Lender with such number of Drafts as such Canadian Lender may reasonably request, duly endorsed and executed on behalf of McKesson Canada by any one or more of its authorized officers. Each Canadian Lender shall exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it. Each Canadian Lender will, upon request by McKesson Canada, promptly advise McKesson Canada of the number and designations, if any, of the uncompleted Drafts then held by it. The signatures of such officers may be mechanically reproduced in facsimile and Drafts and Bankers’ Acceptances bearing such facsimile signatures shall be binding upon McKesson Canada as if they had been manually signed by such officers. Notwithstanding that any of the individuals whose manual or facsimile signature appears on any Draft or Bankers’ Acceptance as one of such officers may no longer hold office at the date thereof or at the date of its acceptance by a Canadian Lender or a participant hereunder or at any time thereafter, any Draft or Bankers’ Acceptance so signed shall be valid and binding upon McKesson Canada. (ii) To facilitate the acceptance of Drafts hereunder, McKesson Canada hereby appoints each Tranche B Canadian Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase behalf, as and when considered necessary by such Canadian Lender in connection with a Drawing, an appropriate number of Drafts pursuant to this Agreement)in the form prescribed by that Canadian Lender. Any Draft signed by a Canadian Lender as attorney for McKesson Canada, whether signed in handwriting or by the facsimile or mechanical signature as and when deemed necessary by such Tranche B of an authorized officer of a Canadian Lender, blank forms of Drafts. In this respect, it is each Tranche B Lender’s responsibility may be dealt with by the Canadian Administrative Agent or any Canadian Lender to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes all intents and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender purposes and shall bind TCCI as fully and effectually McKesson Canada as if duly signed in the handwriting of and duly issued by the proper signing officers of TCCI. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-signed or pre-endorsed by or on behalf of TCCI and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record with respect to Drafts held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B Lender agrees to provide such records to TCCI at TCCI’s expense upon request. Drafts shall be signed by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f). Notwithstanding that any person whose signature appears on any Drafts as a signatory for TCCI may no longer be an authorized signatory for TCCI at the date of issuance of a Drafts, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts so signed shall be binding on TCCIMcKesson Canada.

Presigned Draft Forms. To enable the Tranche B Lenders to create Bankers’ Acceptances or purchase Drafts, as the case may be, in accordance with Section 2.1(b) and this Section 2.15, TCCI hereby appoints each Tranche B Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Tranche B Lender, blank forms of Drafts. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender shall bind TCCI as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCI. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-signed or pre-endorsed by or on behalf of TCCI and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record with respect to Drafts held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B Lender agrees to provide such records to TCCI at TCCI’s expense upon request. Drafts shall be signed by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f). Notwithstanding that any person whose signature appears on any Drafts as a signatory for TCCI may no longer be an authorized signatory for TCCI at the date of issuance of a any Drafts, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts so signed shall be binding on TCCI.

Presigned Draft Forms. To (1) Subject to paragraph (2) of this Section 4.04, in order to enable the Tranche B Lenders to create Bankers’ Banker’s Acceptances or purchase Draftscomplete Drafts in the manner specified in this ARTICLE 4, the Canadian Borrower shall supply each Lender or its agent with such number of Drafts as it may reasonably request, duly signed on behalf of the case Canadian Borrower. Each Lender hereby agrees to indemnify the Canadian Borrower against any loss or improper use thereof by such Lender or its agents, will exercise and cause its agents to exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it and will, upon request by the Canadian Borrower, promptly advise the Canadian Borrower of the number and designations, if any, of uncompleted Drafts held by it or its agents for the Canadian Borrower. The signature of any officer of the Canadian Borrower on a Draft may bebe mechanically reproduced and any BA Instrument bearing a facsimile signature shall be binding upon the Canadian Borrower as if it had been manually signed. Even if the individuals whose manual or facsimile signature appears on any BA Instrument no longer hold office at the date of its acceptance by the applicable Lender or at any time after such date, any BA Instrument so signed shall be valid and binding upon the Canadian Borrower. No Lender shall be liable for its failure to accept a Draft as required hereby if the cause of such failure is, in accordance with Section 2.1(bwhole or in part, due to the failure of the Canadian Borrower to provide Drafts to such Lender on a timely basis. (2) and this Section 2.15, TCCI The Canadian Borrower hereby irrevocably appoints each Tranche B Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement)behalf, in handwriting manually or by facsimile or mechanical signature as and when deemed signature, any BA Instrument necessary by such Tranche B Lender, blank forms of Draftsto enable each Lender to make Drawings in the manner specified in this ARTICLE 4. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts All BA Instruments signed and/or or endorsed on its the Canadian Borrower’s behalf by a Tranche B Lender shall bind TCCI as fully and effectually be binding on the Canadian Borrower, all as if duly signed in the handwriting of and duly issued or endorsed by the proper signing officers of TCCICanadian Borrower. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-signed or pre-endorsed by or on behalf of TCCI and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall (i) maintain a record with respect to Drafts held by it any BA Instrument completed in blank hereunderaccordance with this Section 4.04(1), voided by it for any reason, accepted and purchased or purchased or, in the case of a BA Equivalent Note, exchanged for another BA Instrument by it hereunderpursuant to this Section 4.04, and cancelled at their its respective maturities. Each Tranche B Lender agrees to provide maturity; and (ii) retain such records in the manner and for the statutory periods provided by Laws which apply to TCCI at TCCI’s expense upon requestsuch Lender and make such records available to the Canadian Borrower acting reasonably. Drafts On request by the Canadian Borrower, a Lender shall be cancel and return to the possession of the Canadian Borrower all BA Instruments which have been pre-signed or pre-endorsed on behalf of the Canadian Borrower and which are held by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant such Lender and are not required to make Drawings in accordance with this Section 2.15(f). Notwithstanding that any person whose signature appears on any Drafts as a signatory for TCCI may no longer be an authorized signatory for TCCI at the date of issuance of a Drafts, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts so signed shall be binding on TCCIARTICLE 4.

Presigned Draft Forms. To (1) Subject to paragraph (2) of this Section 4.04, in order to enable the Tranche B Lenders to create accept and purchase Bankers’ Acceptances or purchase Draftscomplete Drafts in the manner specified in this Article 4, each Borrower shall deliver to each Lender or the Administrative Agent such number of Drafts as it may reasonably request, duly signed on behalf of such Borrower. Each Lender hereby indemnifies each Borrower against any loss or improper use thereof by such Lender or its agents, will exercise and cause its agents to exercise such care in the case custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it and will, upon request by the Borrowers, promptly advise the Borrowers of the number and designations, if any, of uncompleted Drafts held by it as agent for the Borrowers. The signature of any Responsible Officer of a Borrower on a Draft may bebe mechanically reproduced and any BA Instrument bearing a facsimile signature shall be binding upon such Borrower as if it had been manually signed. Even if the individuals whose manual or facsimile signature appears on any BA Instrument no longer hold office at the date of its acceptance by the applicable Lender or at any time after such date, any BA Instrument so signed shall be valid and binding upon such Borrower. No Lender shall be liable for its failure to accept a Draft as required hereby if the cause of such failure is, in accordance with Section 2.1(bwhole or in part, due to the failure of the applicable Borrower to provide Drafts to such Lender on a timely basis. (2) and this Section 2.15, TCCI Each Borrower hereby irrevocably appoints each Tranche B applicable Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement)behalf, in handwriting manually or by facsimile or mechanical signature as and when deemed signature, any BA Instrument necessary by to enable each such Tranche B Lender, blank forms of DraftsLender to make Drawings in the manner specified in this Article 4. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts All BA Instruments signed and/or or endorsed on its a Borrower’s behalf by a Tranche B Lender and any rounding by the Administrative Agent pursuant to Section 4.01(3) shall be binding on such Borrower, all as if duly signed or endorsed by such Borrower. Each Lender shall bind TCCI as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCI. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreementi) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-signed or pre-endorsed by or on behalf of TCCI and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record with respect to Drafts held by it any BA Instrument completed in blank hereunderaccordance with this Section 4.04(2), voided by it for any reason, accepted and purchased or purchased or, in the case of a BA Instrument, exchanged for another BA Instrument by it hereunderpursuant to this Section 4.04, and cancelled at their its respective maturities. Each Tranche B Lender agrees to provide maturity; and (ii) retain such records in the manner and for the statutory periods provided by Laws which apply to TCCI at TCCI’s expense upon requestsuch Lender and make such records available to the Borrowers acting reasonably. Drafts shall be signed On request by a duly authorized officer or officers of TCCI or by its attorneysBorrower, including its attorneys appointed pursuant the applicable Lender shall cancel and return to this Section 2.15(f). Notwithstanding that any person whose signature appears on any Drafts as a signatory for TCCI may no longer be an authorized signatory for TCCI at the date of issuance of a Drafts, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time possession of such issuance, Borrower all BA Instruments which have been pre-signed or pre-endorsed on behalf of such Borrower and any which are held by such Drafts so signed shall be binding on TCCILender and are not required to make Drawings in accordance with this Article 4.

Presigned Draft Forms. To enable the Tranche B C Lenders to create Bankers’ Acceptances or purchase Drafts, as the case may be, in accordance with Section 2.1(b2.01(c) and this Section 2.15, TCCI hereby appoints each Tranche B C Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Tranche B C Lender, blank forms of Drafts. In this respect, it is each Tranche B C Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B C Lender shall bind TCCI as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCI. Each Tranche B C Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B C Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B C Lender. On request by TCCI, a Tranche B C Lender shall cancel all forms of Drafts which have been pre-signed or pre-endorsed by or on behalf of TCCI and which are held by such Tranche B C Lender and have not yet been issued in accordance herewith. Each Tranche B C Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B C Lender. Each Tranche B C Lender shall maintain a record with respect to Drafts held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B C Lender agrees to provide such records to TCCI at TCCI’s expense upon request. Drafts shall be signed by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f). Notwithstanding that any person whose signature appears on any Drafts as a signatory for TCCI may no longer be an authorized signatory for TCCI at the date of issuance of a DraftsDrafts , such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts so signed shall be binding on TCCI.

Presigned Draft Forms. To enable the Tranche B Lenders to create Bankers’ Acceptances or purchase Drafts, as complete Drafts in the case may be, manner specified in accordance with Section 2.1(bthis Schedule 1.01(b) and this Section 2.15the Agreement, TCCI hereby appoints each Tranche B Borrower shall supply each Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase with such number of Drafts pursuant to this Agreement)as it may reasonably request, in handwriting or by facsimile or mechanical signature as duly endorsed and when deemed necessary by executed on behalf of such Tranche B Lender, blank forms of Drafts. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender shall bind TCCI as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCIBorrower. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts B/A Instruments endorsed in blank in such face amounts Face Amounts as may be determined by such Tranche B Lender; , provided that the aggregate amount thereof is equal to the aggregate amount of Drafts B/A Instruments required to be purchased by such Tranche B Lender. On No Lender shall be responsible or liable for its failure to accept and/or purchase a B/A Instrument if the cause of such failure is, in whole or in part, due to the failure of the relevant Borrower to provide duly executed and endorsed B/A Instruments to such Lender on a timely basis. Each Lender will exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it and will, upon request by TCCIany Borrower, a Tranche B Lender shall cancel all forms promptly advise such Borrower of Drafts which have been pre-signed or pre-endorsed by or on behalf the number and designations, if any, of TCCI and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record with respect to uncompleted Drafts held by it in blank hereunder, voided by it for such Borrower. The signature of any reason, accepted officer of any Borrower on a Draft may be mechanically reproduced and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B Lender agrees to provide such records to TCCI at TCCI’s expense upon request. Drafts B/A Instruments bearing facsimile signature shall be signed by a duly authorized officer binding upon such Borrower as if they had been manually signed. Even if the individuals whose manual or officers of TCCI or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f). Notwithstanding that any person whose facsimile signature appears on any Drafts as a signatory for TCCI may B/A Instrument no longer be an authorized signatory for TCCI hold office on the date of signature, at the date of issuance of a Draftsits acceptance by the Lender or at any time after such date, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts B/A Instrument so signed shall be valid and binding on TCCIupon each Borrower.

Presigned Draft Forms. To enable the Tranche B applicable Lenders to create Bankers’ Acceptances or purchase Draftsaccept Canadian BAs, the Canadian Borrower shall supply each such Lender with such number of drafts as such Lender may reasonably request, duly endorsed and executed on behalf of the case may beCanadian Borrower. Each Lender agrees that, in accordance with Section 2.1(b) and this Section 2.15, TCCI hereby appoints each Tranche B Lender as its attorney respect of the safekeeping of executed drafts of the Canadian Borrower which are delivered to sign and endorse on its behalf (it for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Tranche B Lender, blank forms of Drafts. In this respecthereunder, it is each Tranche B Lender’s responsibility will exercise the same degree of care which it gives to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender shall bind TCCI as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCI. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lenderown negotiable instruments; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required such Lender shall not be deemed to be purchased by such Tranche B Lenderan insurer thereof. On Such Lender will, upon request by TCCIthe Canadian Borrower, a Tranche B Lender shall cancel all forms promptly advise the Canadian Borrower of Drafts which have been pre-signed or pre-endorsed by or on behalf the number and designations, if any, of TCCI and which are the uncompleted drafts then held by such Tranche B Lender and have not yet been issued in accordance herewithit. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record with respect to Drafts held by it in blank hereunder, voided by it for The signature of any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B Lender agrees to provide such records to TCCI at TCCI’s expense upon request. Drafts shall be signed by a duly authorized officer or officers of TCCI or the Canadian Borrower on a draft may be mechanically reproduced in facsimile and drafts and Canadian BAs bearing such facsimile signature shall be binding upon the Canadian Borrower as if they had been manually signed by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f)such officer. Notwithstanding that any person of the individuals whose manual or facsimile signature appears on any Drafts draft as a signatory for TCCI one of such officers may no longer be an authorized signatory for TCCI hold office at the date thereof or at the date of issuance of a Draftsits acceptance by such Lender hereunder or at any time thereafter, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts draft or Canadian BA so signed shall be valid and binding on TCCIupon the Canadian Borrower. The receipt by the Administrative Agent of a request for a Borrowing by way of Canadian BAs shall be each applicable Lender's sufficient authority to complete, and each applicable Lender shall, subject to the terms and conditions of this Agreement, complete the pre-signed forms of drafts in accordance with such request and the advice of the Administrative Agent as to the amount of the Canadian BAs to be accepted by such Lender, and the drafts so completed shall thereupon be deemed to have been presented for acceptance. Except as set forth in the immediately preceding sentence, no Lender shall complete any pre-signed forms of drafts.

Presigned Draft Forms. To enable the Tranche B Canadian Lenders to create Bankers’ Acceptances or purchase Draftsaccept Canadian BAs, the Canadian Borrower shall supply each Canadian Lender with such number of drafts as the case such Canadian Lender may bereasonably request, in accordance with Section 2.1(b) duly endorsed and this Section 2.15, TCCI hereby appoints each Tranche B Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Tranche B Lender, blank forms of Drafts. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender shall bind TCCI as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCI. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-signed or pre-endorsed by or executed on behalf of TCCI and the Canadian Borrower. Each Canadian Lender agrees that, in respect of the safekeeping of executed drafts of the Canadian Borrower which are delivered to it for acceptance hereunder, it will exercise the same degree of care which it gives to its own negotiable instruments; PROVIDED that such Canadian Lender shall not be deemed to be an insurer thereof. Such Canadian Lender will, upon request by the Canadian Borrower, promptly advise the Canadian Borrower of the number and designations, if any, of the uncompleted drafts then held by such Tranche B Lender and have not yet been issued in accordance herewithit. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record with respect to Drafts held by it in blank hereunder, voided by it for The signature of any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B Lender agrees to provide such records to TCCI at TCCI’s expense upon request. Drafts shall be signed by a duly authorized officer or officers of TCCI or the Canadian Borrower on a draft may be mechanically reproduced in facsimile and drafts and Canadian BAs bearing such facsimile signature shall be binding upon the Canadian Borrower as if they had been manually signed by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f)such officer. Notwithstanding that any person of the individuals whose manual or facsimile signature appears on any Drafts draft as a signatory for TCCI one of such officers may no longer be an authorized signatory for TCCI hold office at the date thereof or at the date of issuance of a Draftsits acceptance by such Canadian Lender hereunder or at any time thereafter, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts draft or Canadian BA so signed shall be valid and binding on TCCIupon the Canadian Borrower. The receipt by the Canadian Agent of a request for a Borrowing by way of Canadian BAs shall be each Canadian Lender's sufficient authority to complete, and each Canadian Lender shall, subject to the terms and conditions of this Agreement, complete the pre-signed forms of drafts in accordance with such request and the advice of the Canadian Agent as to the amount of the Canadian BAs to be accepted by such Canadian Lender, and the drafts so completed shall thereupon be deemed to have been presented for acceptance.

Presigned Draft Forms. To enable the Tranche B Canadian Lenders which are BA Lenders to create Bankers’ Acceptances or purchase Drafts, as the case may be, in accordance with Section 2.1(b2.01(c) and this Section 2.152.16, TCCI the Canadian Borrower intending to make Drawings of Bankers’ Acceptances hereby appoints each Tranche B BA Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or and purchase of Drafts Bankers’ Acceptances pursuant to this Agreement), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Tranche B BA Lender, blank forms of DraftsBankers’ Acceptances. In this respect, it is each Tranche B BA Lender’s responsibility to maintain an adequate supply of blank forms of Drafts Bankers’ Acceptances for acceptance under this Agreement. TCCI The Canadian Borrower recognizes and agrees that all Drafts Bankers’ Acceptances signed and/or endorsed on its behalf by a Tranche B BA Lender shall bind TCCI the Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCIthe Canadian Borrower. Each Tranche B BA Lender is hereby authorized (for the purpose of acceptance and/or and purchase of Drafts Bankers’ Acceptances pursuant to this Agreement) to complete and issue such Drafts Bankers’ Acceptances endorsed in blank in such face amounts as may be determined by such Tranche B BA Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts Bankers’ Acceptances required to be accepted and purchased by such Tranche B BA Lender. On request by TCCIthe Canadian Borrower, a Tranche B BA Lender shall cancel all forms of Drafts Bankers’ Acceptances which have been pre-signed or pre-endorsed by or on behalf of TCCI the Canadian Borrower and which are held by such Tranche B BA Lender and have not yet been issued in accordance herewith. Each Tranche B BA Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B BA Lender. Each Tranche B BA Lender shall maintain a record with respect to Drafts Bankers’ Acceptances held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B BA Lender agrees to provide such records to TCCI the Canadian Borrower at TCCIthe Canadian Borrower’s expense upon request. Drafts Bankers’ Acceptances shall be signed by a duly authorized officer or officers of TCCI the Canadian Borrower or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f2.16(g). Notwithstanding that any person whose signature appears on any Drafts Bankers’ Acceptance as a signatory for TCCI the Canadian Borrower may no longer be an authorized signatory for TCCI the Canadian Borrower at the date of issuance of a DraftsBankers’ Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts Bankers’ Acceptance so signed shall be binding on TCCIthe Canadian Borrower.

Presigned Draft Forms. To enable the Tranche B Canadian Revolving Lenders to create Bankers’ Acceptances or purchase Draftscomplete Drafts in the manner specified in this Schedule XI and the Credit Agreement, as the case may be, in accordance each Canadian Revolving Borrower shall supply each Canadian Revolving Lender with Section 2.1(b) and this Section 2.15, TCCI hereby appoints each Tranche B Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase such number of Drafts pursuant to this Agreement)as it may reasonably request, in handwriting or by facsimile or mechanical signature as duly endorsed and when deemed necessary by executed on behalf of such Tranche B Lender, blank forms of Drafts. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender shall bind TCCI as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCICanadian Revolving Borrower. Each Tranche B Lender Canadian Revolving Borrower is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts Bankers’ Acceptances endorsed in blank in such face amounts Face Amounts as may be determined by such Tranche B Canadian Revolving Lender; , provided that the aggregate amount thereof is equal to the aggregate amount of Drafts Bankers’ Acceptances required to be purchased accepted by such Tranche B Canadian Revolving Lender. On None of the Canadian Revolving Lenders and their respective directors, officers, employees or representatives (collectively, the “Canadian Lender Persons”) shall be responsible or liable for its failure to accept and/or purchase a B/A Instrument if the cause of such failure is, in whole or in part, due to the failure of any Canadian Revolving Borrower to provide duly executed and endorsed B/A Instruments to such Canadian Revolving Lender on a timely basis nor shall any such Canadian Lender Person be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct or fraud of such Canadian Lender Person, nor shall any such Canadian Lender Person be liable for any other action taken or omitted to be taken by any of them under this Section 9 or Section 10 below, except for such Canadian Lender Person’s own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). Each Canadian Revolving Lender will exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it and will, upon request by TCCIany Canadian Revolving Borrower, a Tranche B Lender shall cancel all forms promptly advise such Canadian Revolving Borrower of Drafts which have been pre-signed or pre-endorsed by or on behalf the number and designations, if any, of TCCI and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record with respect to uncompleted Drafts held by it in blank hereunder, voided by it for such Canadian Revolving Borrower. The signature of any reason, accepted officer of any Canadian Revolving Borrower on a Draft may be mechanically reproduced and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B Lender agrees to provide such records to TCCI at TCCI’s expense upon request. Drafts B/A Instruments bearing facsimile signature shall be signed by a duly authorized officer binding upon such Canadian Revolving Borrower as if it had been manually signed. Even if the individuals whose manual or officers of TCCI or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f). Notwithstanding that any person whose facsimile signature appears on any Drafts as a signatory for TCCI may B/A Instrument no longer be an authorized signatory for TCCI hold office on the date of signature, at the date of issuance of its acceptance by a DraftsCanadian Revolving Lender or at any time after such date, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts B/A Instrument so signed shall be valid and binding on TCCIupon each Canadian Revolving Borrower.

Presigned Draft Forms. To (a) Subject to Section 4.3(b), in order to enable the Tranche B Canadian Lenders to create Bankers’ Banker’s Acceptances or purchase DraftsAcceptance Notes in the manner specified in this Article 4, Celestica and each Canadian Designated Subsidiary shall supply each Canadian Lender with such number of drafts as it may reasonably request, duly signed on behalf of such Borrower. Each Canadian Lender hereby indemnifies each such Borrower from and against any damages, losses, costs, expenses or other claims incurred by such Borrower and arising by reason of or resulting from any loss or improper use thereof by such Canadian Lender, will exercise and cause its agents to exercise such care in the case custody and safekeeping of such drafts as it would exercise in the custody and safekeeping of similar property owned by it and will, upon request by any such Borrower, promptly advise such Borrower of the number and designations, if any, of uncompleted drafts held by it for and on behalf of such Borrower. The signature of any officer of the applicable Borrower on a draft may bebe mechanically reproduced by the applicable Borrower and any Banker’s Acceptance or Acceptance Note bearing a facsimile signature of a duly authorized officer of a Borrower shall be binding upon the applicable Borrower as if it had been manually signed by such person even if such person no longer holds office on the date of its acceptance by the Canadian Lender or at any time after such date. No Canadian Lender shall be liable for its failure to accept a draft as required hereby if the cause of such failure is, in whole or in part, due to the failure of the applicable Borrower to provide drafts to such Canadian Lender on a timely basis in accordance with Section 2.1(bthe terms hereof. (b) Each of Celestica and this Section 2.15, TCCI each Canadian Designated Subsidiary hereby irrevocably appoints each Tranche B Canadian Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement)behalf, in handwriting manually or by facsimile or mechanical signature as and when deemed signature, any Banker’s Acceptance or Acceptance Note necessary by such Tranche B Lender, blank forms of Drafts. In this respect, it is to enable each Tranche B Lender’s responsibility Canadian Lender to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender shall bind TCCI as fully and effectually as if signed make Advances in the handwriting of and duly issued by the proper signing officers of TCCImanner specified in this Article 4. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-All Banker’s Acceptances or Acceptance Notes signed or pre-endorsed by or on behalf of TCCI and which are held the applicable Borrower by a Canadian Lender shall be binding on such Borrower, all as if duly signed or endorsed by such Tranche B Lender and have not yet been issued in accordance herewithBorrower. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall (i) maintain a record with respect to Drafts held by it any Banker’s Acceptance or Acceptance Note completed in blank hereunderaccordance with this Section 4.3(b), voided by it for any reason, accepted and purchased by it hereunderor purchased or exchanged, and cancelled at their its respective maturities. Each Tranche B Lender agrees to provide maturity; and (ii) retain such records in the manner and for the statutory periods provided by Applicable Law and make such records available to TCCI at TCCI’s expense upon requestCelestica and each Canadian Designated Subsidiary acting reasonably. Drafts On request by Celestica or any Canadian Designated Subsidiary, a Canadian Lender shall be signed by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant cancel and return to this Section 2.15(f). Notwithstanding that any person whose signature appears on any Drafts as a signatory for TCCI may no longer be an authorized signatory for TCCI at the date of issuance of a Drafts, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time possession of such issuance, Borrower all Banker’s Acceptances or Acceptance Notes which have been pre-signed or pre-endorsed on behalf of such Borrower and any which are held by such Drafts so signed shall be binding on TCCICanadian Lender and are not required to make Advances in accordance with this Article 4.

Presigned Draft Forms. To enable the Tranche B Canadian Lenders which are BA Lenders to create Bankers’ Acceptances or purchase Drafts, as the case may be, in accordance with Section 2.1(b2.01(c) and this Section 2.152.19, TCCI each Canadian Borrower intending to make Drawings of Bankers’ Acceptances and Notional Bankers’ Acceptances hereby appoints each Tranche B BA Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or and purchase of Drafts Bankers' Acceptances pursuant to this Agreement), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Tranche B BA Lender, blank forms of DraftsBankers' Acceptances. In this respect, it is each Tranche B BA Lender’s 's responsibility to maintain an adequate supply of blank forms of Drafts Bankers' Acceptances for acceptance under this Agreement. TCCI recognizes The Canadian Borrowers recognize and agrees agree that all Drafts Bankers' Acceptances signed and/or endorsed on its behalf by a Tranche B BA Lender shall bind TCCI each Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCIsuch Canadian Borrower. Each Tranche B BA Lender is hereby authorized (for the purpose of acceptance and/or and purchase of Drafts Bankers' Acceptances pursuant to this Agreement) to complete and issue such Drafts Bankers' Acceptances endorsed in blank in such face amounts as may be determined by such Tranche B BA Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts Bankers' Acceptances required to be accepted and purchased by such Tranche B BA Lender. On request by TCCIany Canadian Borrower, a Tranche B BA Lender shall cancel all forms of Drafts Bankers' Acceptances which have been pre-signed or pre-endorsed by or on behalf of TCCI the Canadian Borrowers and which are held by such Tranche B BA Lender and have not yet been issued in accordance herewith. Each Tranche B BA Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B BA Lender. Each Tranche B BA Lender shall maintain a record with respect to Drafts Bankers' Acceptances held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B BA Lender agrees to provide such records to TCCI the Canadian Borrowers at TCCI’s the Canadian Borrowers’ expense upon request. Drafts Bankers' Acceptances shall be signed by a duly authorized officer or officers of TCCI the Canadian Borrowers or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f2.19(g). Notwithstanding that any person whose signature appears on any Drafts Bankers' Acceptance as a signatory for TCCI any Canadian Borrower may no longer be an authorized signatory for TCCI such Canadian Borrower at the date of issuance of a DraftsBankers' Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts Bankers' Acceptance so signed shall be binding on TCCIthe Canadian Borrowers.

Presigned Draft Forms. To (a) Subject to Section 4.3(b), in order to enable the Tranche B Canadian Lenders to create Banker’s Acceptances or Acceptance Notes in the manner specified in this Article 4, Celestica and each Canadian Designated Subsidiary shall supply each Canadian Lender with such number of drafts as it may reasonably request, duly signed on behalf of such Borrower. Each Canadian Lender hereby indemnifies each such Borrower from and against any damages, losses, costs, expenses or other claims incurred by such Borrower and arising by reason of or resulting from any loss or improper use thereof by such Canadian Lender, will exercise and cause its agents to exercise such care in the custody and safekeeping of such drafts as it would exercise in the custody and safekeeping of similar property owned by it and will, upon request by any such Borrower, promptly advise such Borrower of the number and designations, if any, of uncompleted drafts held by it for and on behalf of such Borrower. The signature of any officer of the applicable Borrower on a draft may be mechanically reproduced by the applicable Borrower and any Bankers’ Acceptances Acceptance or purchase DraftsAcceptance Note bearing a facsimile signature of a duly authorized officer of a Borrower shall be binding upon the applicable Borrower as if it had been manually signed by such person even if such person no longer holds office on the date of its acceptance by the Canadian Lender or at any time after such date. No Canadian Lender shall be liable for its failure to accept a draft as required hereby if the cause of such failure is, as in whole or in part, due to the case may be, failure of the applicable Borrower to provide drafts to such Canadian Lender on a timely basis in accordance with Section 2.1(bthe terms hereof. (b) Each of Celestica and this Section 2.15, TCCI each Canadian Designated Subsidiary hereby irrevocably appoints each Tranche B Canadian Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement)behalf, in handwriting manually or by facsimile or mechanical signature as and when deemed signature, any Banker’s Acceptance or Acceptance Note necessary by such Tranche B Lender, blank forms of Drafts. In this respect, it is to enable each Tranche B Lender’s responsibility Canadian Lender to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender shall bind TCCI as fully and effectually as if signed make Advances in the handwriting of and duly issued by the proper signing officers of TCCImanner specified in this Article 4. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-All Banker’s Acceptances or Acceptance Notes signed or pre-endorsed by or on behalf of TCCI and which are held the applicable Borrower by a Canadian Lender shall be binding on such Borrower, all as if duly signed or endorsed by such Tranche B Lender and have not yet been issued in accordance herewithBorrower. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall (i) maintain a record with respect to Drafts held by it any Bankers’ Acceptance or Acceptance Note completed in blank hereunderaccordance with this Section 4.3(b), voided by it for any reason, accepted and purchased by it hereunderor purchased or exchanged, and cancelled at their its respective maturities. Each Tranche B Lender agrees to provide maturity; and (ii) retain such records in the manner and for the statutory periods provided by Applicable Law and make such records available to TCCI at TCCI’s expense upon requestCelestica and each Canadian Designated Subsidiary acting reasonably. Drafts On request by Celestica or any Canadian Designated Subsidiary, a Canadian Lender shall be signed by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant cancel and return to this Section 2.15(f). Notwithstanding that any person whose signature appears on any Drafts as a signatory for TCCI may no longer be an authorized signatory for TCCI at the date of issuance of a Drafts, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time possession of such issuance, Borrower all Bankers’ Acceptances or Acceptance Notes which have been pre-signed or pre-endorsed on behalf of such Borrower and any which are held by such Drafts so signed shall be binding on TCCICanadian Lender and are not required to make Advances in accordance with this Article 4.

Presigned Draft Forms. To enable the Tranche B Canadian Lenders which are BA Lenders to create Bankers’ ' Acceptances or purchase Drafts, as the case may be, in accordance with Section 2.1(b2.01(c) and this Section 2.152.19, TCCI each Canadian Borrower intending to make Drawings of Bankers' Acceptances and Notional Bankers' Acceptances hereby appoints each Tranche B BA Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or and purchase of Drafts Bankers' Acceptances pursuant to this Agreement), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Tranche B BA Lender, blank forms of DraftsBankers' Acceptances. In this respect, it is each Tranche B BA Lender’s 's responsibility to maintain an adequate supply of blank forms of Drafts Bankers' Acceptances for acceptance under this Agreement. TCCI recognizes The Canadian Borrowers recognize and agrees agree that all Drafts Bankers' Acceptances signed and/or endorsed on its behalf by a Tranche B BA Lender shall bind TCCI each Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCIsuch Canadian Borrower. Each Tranche B BA Lender is hereby authorized (for the purpose of acceptance and/or and purchase of Drafts Bankers' Acceptances pursuant to this Agreement) to complete and issue such Drafts Bankers' Acceptances endorsed in blank in such face amounts as may be determined by such Tranche B BA Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts Bankers' Acceptances required to be accepted and purchased by such Tranche B BA Lender. On request by TCCIany Canadian Borrower, a Tranche B BA Lender shall cancel all forms of Drafts Bankers' Acceptances which have been pre-signed or pre-endorsed by or on behalf of TCCI the Canadian Borrowers and which are held by such Tranche B BA Lender and have not yet been issued in accordance herewith. Each Tranche B BA Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B BA Lender. Each Tranche B BA Lender shall maintain a record with respect to Drafts Bankers' Acceptances held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B BA Lender agrees to provide such records to TCCI the Canadian Borrowers at TCCI’s the Canadian Borrowers' expense upon request. Drafts Bankers' Acceptances shall be signed by a duly authorized officer or officers of TCCI the Canadian Borrowers or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f2.19(g). Notwithstanding that any person whose signature appears on any Drafts Bankers' Acceptance as a signatory for TCCI any Canadian Borrower may no longer be an authorized signatory for TCCI such Canadian Borrower at the date of issuance of a DraftsBankers' Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts Bankers' Acceptance so signed shall be binding on TCCIthe Canadian Borrowers.

Presigned Draft Forms. To enable the Tranche B Revolving Facility Lenders to create Bankers’ Acceptances or purchase Drafts, as complete Drafts in the case may be, manner specified in accordance with Section 2.1(bthis Schedule 2.13(g) and this Section 2.15the Credit Agreement, TCCI hereby appoints the applicable Borrower shall supply each Tranche B Revolving Facility Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase with such number of Drafts pursuant to this Agreement)as it may reasonably request, in handwriting or by facsimile or mechanical signature as duly endorsed and when deemed necessary by such Tranche B Lender, blank forms executed on behalf of Drafts. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender shall bind TCCI as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCIapplicable Borrower. Each Tranche B Revolving Facility Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Bankers’ Acceptances or Drafts endorsed in blank in such face amounts Face Amounts as may be determined by such Tranche B Revolving Facility Lender; , provided that the aggregate amount thereof is equal to the aggregate amount of Bankers’ Acceptances or Drafts required to be accepted or purchased by such Tranche B Revolving Facility Lender. On None of the Revolving Facility Lenders and their respective directors, officers, employees or representatives (collectively, “Revolving Facility Lender Persons”) shall be responsible or liable for any such Revolving Facility Lender’s failure to accept and/or purchase a B/A Instrument if the cause of such failure is, in whole or in part, due to the failure of the applicable Borrower to provide duly executed and endorsed B/A Instruments to such Revolving Facility Lender on a timely basis nor shall any such Revolving Facility Lender Person be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct or fraud of such Revolving Facility Lender Person (as determined by a court of competent jurisdiction in a final non-appealable judgment), nor shall any such Revolving Facility Lender Person be liable for any other action taken or omitted to be taken by any of them under Section 9 or 10 of this Schedule 2.13(g), except for such Revolving Facility Lender Person’s own gross negligence, willful misconduct or fraud (as determined by a court of competent jurisdiction in a final non-appealable judgment). Each Revolving Facility Lender will exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it and will, upon request by TCCIthe Lux Borrower, a Tranche B Lender shall cancel all forms promptly advise the Lux Borrower of Drafts which have been pre-signed or pre-endorsed by or on behalf the number and designations, if any, of TCCI and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record with respect to uncompleted Drafts held by it in blank hereunder, voided by it for the Borrowers. The signature of any reason, accepted officer of the applicable Borrower on a Draft may be mechanically reproduced and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B Lender agrees to provide such records to TCCI at TCCI’s expense upon request. Drafts B/A Instruments bearing facsimile signature shall be signed by a duly authorized officer binding upon the applicable Borrower as if they had been manually signed. Even if the individuals whose manual or officers of TCCI or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f). Notwithstanding that any person whose facsimile signature appears on any Drafts as a signatory for TCCI may B/A Instrument no longer be an authorized signatory for TCCI hold office at the date of issuance of a Draftssignature, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the date of its acceptance by the Revolving Facility Lender or at any time of after such issuancedate, and any such Drafts B/A Instrument so signed shall be valid and binding on TCCIupon the applicable Borrower.

Presigned Draft Forms. To (1) Subject to paragraph (2) of this Section 4.04, in order to enable the Tranche B Canadian Revolving Credit Lenders to create accept and purchase Bankers’ Acceptances or purchase Draftscomplete Drafts in the manner specified in this Article 4, the applicable Canadian Revolving Credit Borrower shall deliver each applicable Lender or its Administrative Agent with such number of Drafts as it may reasonably request, duly signed on behalf of such Borrower. Each applicable Canadian Revolving Credit Lender hereby indemnifies each applicable Canadian Revolving Credit Borrower against any loss or improper use thereof by such Lender or its Administrative Agents, will exercise and cause its agents to exercise such care in the case custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it and will, upon request by an applicable Canadian Revolving Credit Borrower, promptly advise such Borrower of the number and designations, if any, of uncompleted Drafts held by it or the Administrative Agent for such Borrower. The signature of any Responsible Officer of an applicable Canadian Revolving Credit Borrower on a Draft may bebe mechanically reproduced and any BA Instrument bearing a facsimile signature shall be binding upon such Borrower as if it had been manually signed. Even if the individuals whose manual or facsimile signature appears on any BA Instrument no longer hold office at the date of its acceptance by the applicable Canadian Revolving Credit Lender or at any time after such date, any BA Instrument so signed shall be valid and binding upon the applicable Canadian Revolving Credit Borrower. No Canadian Revolving Credit Lender shall be liable for its failure to accept a Draft as required hereby if the cause of such failure is, in accordance with Section 2.1(bwhole or in part, due to the failure of a Canadian Revolving Credit Borrower to provide Drafts to such Lender on a timely basis. (2) and this Section 2.15, TCCI Each applicable Canadian Revolving Credit Borrower hereby irrevocably appoints each Tranche B applicable Canadian Revolving Credit Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement)behalf, in handwriting manually or by facsimile or mechanical signature as and when deemed signature, any BA Instrument necessary by to enable each such Tranche B Lender, blank forms of DraftsLender to make Drawings in the manner specified in this Article 4. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts All BA Instruments signed and/or or endorsed on its an applicable Canadian Revolving Credit Borrower’s behalf by a Tranche B Canadian Revolving Credit Lender shall bind TCCI as fully and effectually be binding on such Borrower, all as if duly signed in the handwriting of and duly issued or endorsed by the proper signing officers of TCCIsuch Borrower. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Canadian Revolving Credit Lender shall cancel all forms of Drafts which have been pre-signed or pre-endorsed by or on behalf of TCCI and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall (i) maintain a record with respect to Drafts held by it any BA Instrument completed in blank hereunderaccordance with this Section 4.04(2), voided by it for any reason, accepted and purchased or purchased or, in the case of a BA Instrument, exchanged for another BA Instrument by it hereunderpursuant to this Section 4.04, and cancelled at their its respective maturities. Each Tranche B Lender agrees to provide maturity; and (ii) retain such records in the manner and for the statutory periods provided by Laws which apply to TCCI at TCCI’s expense upon requestsuch Lender and make such records available to applicable Canadian Revolving Credit Borrowers acting reasonably. Drafts On request by an applicable Canadian Revolving Credit Borrower, the applicable Canadian Revolving Credit Lender shall be signed by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant cancel and return to this Section 2.15(f). Notwithstanding that any person whose signature appears on any Drafts as a signatory for TCCI may no longer be an authorized signatory for TCCI at the date of issuance of a Drafts, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time possession of such issuance, Borrower all BA Instruments which have been pre-signed or pre-endorsed on behalf of such Borrower and any which are held by such Drafts so signed shall be binding on TCCILender and are not required to make Drawings in accordance with this Article 4 Procedure for Drawing.

Presigned Draft Forms. To enable the Tranche B Lenders a BA Lender to create stamp Bankers’ Acceptances or purchase Draftscomplete Drafts in the manner specified in this Article 4, as the case may beeach Canadian Borrower hereby authorizes each BA Lender to complete, in accordance with Section 2.1(b) and this Section 2.15, TCCI hereby appoints each Tranche B Lender as its attorney to sign and endorse Drafts on its behalf (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement), in handwriting handwritten form or by facsimile or mechanical signature or otherwise and, once so completed, signed and endorsed, to accept them as and when deemed necessary by such Tranche B Lender, blank forms of Drafts. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance a Bankers’ Acceptance under this AgreementAgreement in accordance with the provisions hereof. TCCI recognizes Drafts so completed, signed and agrees that all Drafts signed and/or endorsed and negotiated on its behalf of a Canadian Borrower by a Tranche B any BA Lender shall bind TCCI such Borrower as fully and effectually effectively as if so performed by an authorized officer of such Borrower. Each Draft of a Bankers’ Acceptance completed, signed or endorsed by a BA Lender shall mature on the last day of the period selected by such Borrower with respect thereto. A Canadian Borrower may also supply such BA Lender with such number of Drafts as such BA Lender may reasonably request, duly endorsed and executed on behalf of the applicable Canadian Borrower by any one or more of its officers in accordance with the handwriting of and duly issued applicable Canadian Borrower’s required signing authorities as evidenced by the proper signing officers then current borrowing by-law and resolution, certified copies of TCCI. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-signed or pre-endorsed by or on behalf of TCCI delivered to the Agent and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B BA Lender. Each Tranche B BA Lender shall maintain a record with respect to exercise such care in the custody and safekeeping of Drafts held as it would exercise in the custody and safekeeping of similar property owned by it it. The signatures of such officers may be mechanically reproduced in blank hereunder, voided by it for any reason, accepted facsimile and purchased by it hereunder, Drafts and cancelled at their respective maturities. Each Tranche B Lender agrees to provide Bankers’ Acceptances bearing such records to TCCI at TCCI’s expense upon request. Drafts facsimile signatures shall be binding upon the applicable Canadian Borrower as if they had been manually signed by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f)such officers. Notwithstanding that any person of the individuals whose manual or facsimile signature appears on any Drafts Draft or as a signatory for TCCI one of such officers may no longer be an authorized signatory for TCCI hold office at the date thereof or at the date of issuance of its acceptance by a DraftsBA Lender hereunder or at any time thereafter, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts Draft or Bankers’ Acceptance so signed shall be valid and binding upon the applicable Canadian Borrower. A BA Lender shall not be liable for its failure to stamp a Bankers’ Acceptance as required hereunder if the cause of such failure is, in whole or in part, due to the failure of a Canadian Borrower to provide Drafts, duly endorsed and executed on TCCIbehalf of such Canadian Borrower, on a timely basis.

Presigned Draft Forms. To (a) Subject to paragraph (b) of this Section 4.4, in order to enable the Tranche B Lenders under the Credit Facility to create Bankers’ Acceptances or purchase Draftscomplete Drafts in the manner specified in this Article 4, the Borrower shall supply each Lender under the Credit Facility with such number of Drafts as it may reasonably request, duly signed and endorsed on behalf of the case Borrower. Each Lender under the Credit Facility hereby indemnifies the Borrower against any loss or improper use thereof by such Lender, will exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it and will, upon request by the Borrower, promptly advise the Borrower of the number and designations, if any, of uncompleted Drafts held by it for the Borrower. The signature of any officer of the Borrower on a Draft may bebe mechanically reproduced and any BA Instrument bearing a facsimile signature shall be binding upon the Borrower as if it had been manually signed. Even if the individuals whose manual or facsimile signature appears on any BA Instrument no longer hold office at the date of its acceptance by the Lender or at any time after such date, any BA Instrument so signed shall be valid and binding upon the Borrower. No Lender shall be liable for its failure to accept a Draft as required hereby if the cause of such failure is, in accordance with Section 2.1(bwhole or in part, due to the failure of the Borrower to provide Drafts to such Lender on a timely basis. (b) and this Section 2.15, TCCI The Borrower hereby irrevocably appoints each Tranche B Lender under the Credit Facility as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement)behalf, in handwriting manually or by facsimile or mechanical signature as and when deemed signature, any BA Instrument under the Credit Facility necessary by such Tranche B Lender, blank forms of Draftsto enable each Lender to make Drawings in the manner specified in this Article 4 under the Credit Facility. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts All Bankers’ Acceptances signed and/or or endorsed on its the Borrower’s behalf by a Tranche B Lender shall bind TCCI as fully and effectually be binding on the Borrower, all as if duly signed in the handwriting of and duly issued or endorsed by the proper signing officers of TCCIBorrower. Each Tranche B Lender is hereby authorized shall: (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreementi) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-signed or pre-endorsed by or on behalf of TCCI and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record under the Credit Facility with respect to Drafts held by it any BA Instrument completed in blank hereunderaccordance with this Section 4.4, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their its respective maturities. Each Tranche B Lender agrees to provide maturity; and (ii) retain such records in the manner and for the statutory periods provided in the various provincial or federal statutes and regulations which apply to TCCI at TCCI’s expense upon requestsuch Lender and make such records available to the Borrower acting reasonably. Drafts On request by the Borrower, a Lender shall be cancel and return to the possession of the Borrower all BA Instruments under the Credit Facility which have been pre-signed or pre-endorsed on behalf of the Borrower and which are held by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant such Lender and are not required to make Drawings in accordance with this Section 2.15(f). Notwithstanding that any person whose signature appears on any Drafts as a signatory for TCCI may no longer be an authorized signatory for TCCI at Article 4 under the date of issuance of a Drafts, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts so signed shall be binding on TCCICredit Facility.

Presigned Draft Forms. To enable the Tranche B BA Lenders to create Bankers’ ' Acceptances or purchase Draftscomplete Drafts in the manner specified in this ARTICLE 4, as the case may beBorrower shall supply the Agent with an appropriate number of Drafts in the form prescribed by each BA Lender, duly endorsed and executed in blank on behalf of the Borrower by any one or more of its officers in accordance with Section 2.1(b) the Borrower's required signing authorities as evidenced by the Borrower's then current borrowing by-law and this Section 2.15resolution, TCCI hereby appoints each Tranche B certified copies of which shall have been delivered to the Agent. Each BA Lender as its attorney to sign shall exercise such care in the custody and endorse on its behalf (for the purpose of acceptance and/or purchase safekeeping of Drafts pursuant to this Agreement), as it would exercise in handwriting or the custody and safekeeping of similar property owned by it. The signatures of such officers may be mechanically reproduced in facsimile or mechanical signature and Drafts and Bankers' Acceptances bearing such facsimile signatures shall be binding upon the Borrower as and when deemed necessary if they had been manually signed by such Tranche B Lender, blank forms of Drafts. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender shall bind TCCI as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCI. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-signed or pre-endorsed by or on behalf of TCCI and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record with respect to Drafts held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B Lender agrees to provide such records to TCCI at TCCI’s expense upon request. Drafts shall be signed by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f)officers. Notwithstanding that any person of the individuals whose manual or facsimile signature appears on any Drafts Draft as a signatory for TCCI one of such officers may no longer be an authorized signatory for TCCI hold office at the date thereof or at the date of issuance of its acceptance or purchase by a DraftsLender hereunder or at any time thereafter, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts Draft or Bankers' Acceptance so signed shall be valid and binding upon the Borrower. A Lender shall not be liable for its failure to accept a Bankers' Acceptance as required hereunder if the cause of such failure is, in whole or in part, due to the failure of the Borrower to provide Drafts, duly endorsed and executed on TCCIbehalf of the Borrower, on a timely basis and the Borrower hereby agrees to indemnify and hold the Agent and each of the Lenders harmless from and against all Claims and Losses arising out of payment or negotiation of any Draft or Bankers' Acceptance which has not been duly endorsed and executed.

Presigned Draft Forms. To enable the Tranche B Canadian Lenders which are BA Lenders to create Bankers’ Acceptances or purchase Drafts, as the case may be, in accordance with Section 2.1(b2.01(c) and this Section 2.152.16, TCCI the Canadian Borrower intending to make Drawings of Bankers’ Acceptances and Notional Bankers’ Acceptances hereby appoints each Tranche B BA Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or and purchase of Drafts Bankers’ Acceptances pursuant to this Agreement), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Tranche B BA Lender, blank forms of DraftsBankers’ Acceptances. In this respect, it is each Tranche B BA Lender’s responsibility to maintain an adequate supply of blank forms of Drafts Bankers’ Acceptances for acceptance under this Agreement. TCCI The Canadian Borrower recognizes and agrees that all Drafts Bankers’ Acceptances signed and/or endorsed on its behalf by a Tranche B BA Lender shall bind TCCI the Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCIthe Canadian Borrower. Each Tranche B BA Lender is hereby authorized (for the purpose of acceptance and/or and purchase of Drafts Bankers’ Acceptances pursuant to this Agreement) to complete and issue such Drafts Bankers’ Acceptances endorsed in blank in such face amounts as may be determined by such Tranche B BA Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts Bankers’ Acceptances required to be accepted and purchased by such Tranche B BA Lender. On request by TCCIthe Canadian Borrower, a Tranche B BA Lender shall cancel all forms of Drafts Bankers’ Acceptances which have been pre-signed or pre-endorsed by or on behalf of TCCI the Canadian Borrower and which are held by such Tranche B BA Lender and have not yet been issued in accordance herewith. Each Tranche B BA Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B BA Lender. Each Tranche B BA Lender shall maintain a record with respect to Drafts Bankers’ Acceptances held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B BA Lender agrees to provide such records to TCCI the Canadian Borrower at TCCIthe Canadian Borrower’s expense upon request. Drafts Bankers’ Acceptances shall be signed by a duly authorized officer or officers of TCCI the Canadian Borrower or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f2.16(g). Notwithstanding that any person whose signature appears on any Drafts Bankers’ Acceptance as a signatory for TCCI the Canadian Borrower may no longer be an authorized signatory for TCCI the Canadian Borrower at the date of issuance of a DraftsBankers’ Acceptance, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts Bankers’ Acceptance so signed shall be binding on TCCIthe Canadian Borrower.

Presigned Draft Forms. To (a) Subject to paragraph (b) of this Section 4.3, in order to enable the Tranche B Lenders to create Bankers’ Banker's Acceptances or purchase DraftsAcceptance Notes in the manner specified in this Article 4, Celestica and each Canadian Designated Subsidiary shall supply each Lender with such number of drafts as it may reasonably request, duly signed on behalf of such Borrower. Each Lender hereby indemnifies each such Borrower from and against any damages, losses, costs, expenses or other claims incurred by such Borrower and arising by reason of or resulting from any loss or improper use thereof by such Lender, will exercise and cause its agents to exercise such care in the case custody and safekeeping of such drafts as it would exercise in the custody and safekeeping of similar property owned by it and will, upon request by any such Borrower, promptly advise such Borrower of the number and designations, if any, of uncompleted drafts held by it for and on behalf of such Borrower. The signature of any officer of the applicable Borrower on a draft may bebe mechanically reproduced by the applicable Borrower and any Banker's Acceptance or Acceptance Note bearing a facsimile signature of a duly authorized officer of a Borrower shall be binding upon the applicable Borrower as if it had been manually signed by such person even if such person no longer holds office on the date of its acceptance by the Lender or at any time after such date. No Lender shall be liable for its failure to accept a draft as required hereby if the cause of such failure is, in whole or in part, due to the failure of the applicable Borrower to provide drafts to such Lender on a timely basis in accordance with Section 2.1(bthe terms hereof. (b) Each of Celestica and this Section 2.15, TCCI each Canadian Designated Subsidiary hereby irrevocably appoints each Tranche B Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement)behalf, in handwriting manually or by facsimile or mechanical signature as and when deemed signature, any Banker's Acceptance or Acceptance Note necessary by such Tranche B Lender, blank forms of Drafts. In this respect, it is to enable each Tranche B Lender’s responsibility Lender to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender shall bind TCCI as fully and effectually as if signed make Advances in the handwriting of and duly issued by the proper signing officers of TCCImanner specified in this Article 4. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-All Banker's Acceptances or Acceptance Notes signed or pre-endorsed by or on behalf of TCCI and which are held the applicable Borrower by a Lender shall be binding on such Borrower, all as if duly signed or endorsed by such Tranche B Lender and have not yet been issued in accordance herewithBorrower. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall (i) maintain a record with respect to Drafts held by it any Banker's Acceptance or Acceptance Note completed in blank hereunderaccordance with this Section 4.3(b), voided by it for any reason, accepted and purchased by it hereunderor purchased or exchanged, and cancelled at their its respective maturities. Each Tranche B Lender agrees to provide maturity; and (ii) retain such records in the manner and for the statutory periods provided by Applicable Law and make such records available to TCCI at TCCI’s expense upon requestCelestica and each Canadian Designated Subsidiary acting reasonably. Drafts On request by Celestica or any Canadian Designated Subsidiary, a Lender shall be signed by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant cancel and return to this Section 2.15(f). Notwithstanding that any person whose signature appears on any Drafts as a signatory for TCCI may no longer be an authorized signatory for TCCI at the date of issuance of a Drafts, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time possession of such issuance, Borrower all Banker's Acceptances or Acceptance Notes which have been pre-signed or pre-endorsed on behalf of such Borrower and any which are held by such Drafts so signed shall be binding on TCCILender and are not required to make Advances in accordance with this Article 4.

Presigned Draft Forms. (1) To enable the Tranche B Domestic Lenders to create Bankers’ ' Acceptances or purchase Draftscomplete Drafts in the manner specified in this Article 4, Bracknell and State shall each supply each Domestic Lender with such number of Drafts as it may reasonably request, duly endorsed and executed on behalf of such Borrower. Each Lender will exercise such care in the case custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it and will, upon request by a Borrower, promptly advise the Borrower of the number and designations, if any, of uncompleted Drafts held by it for the Borrower. The signature of any officer of a Borrower on a Draft may bebe mechanically reproduced and BA Instruments bearing facsimile signature shall be binding upon such Borrower as if they had been manually signed. Even if the individuals whose manual or facsimile signature appears on any BA Instrument no longer hold office at the date of signature, in accordance with Section 2.1(bat the date of its acceptance by the Lender or at any time after such date, any BA Instrument so signed shall be valid and binding upon the Borrower. (2) Each of Bracknell and this Section 2.15, TCCI State hereby irrevocably appoints each Tranche B Domestic Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement)behalf, in handwriting manually or by facsimile or mechanical signature as and when deemed signature, any Drafts necessary by to enable such Tranche B Lender, blank forms of DraftsLender to make Drawings in the manner specified in this Article 4. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts All Bankers' Acceptances signed and/or or endorsed on its a Borrower's behalf by a Tranche B Lender shall bind TCCI as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCI. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-signed or pre-endorsed by or on behalf of TCCI and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record with respect to Drafts held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B Lender agrees to provide such records to TCCI at TCCI’s expense upon request. Drafts shall be signed by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f). Notwithstanding that any person whose signature appears on any Drafts as a signatory for TCCI may no longer be an authorized signatory for TCCI at the date of issuance of a Drafts, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts so signed shall be binding on TCCIsuch Borrower, all as if duly executed and issued by the Borrower.

Presigned Draft Forms. To (a) Subject to paragraph (b) of this Section 4.3, in order to enable the Tranche B Canadian Lenders to create Bankers’ Banker’s Acceptances or purchase DraftsAcceptance Notes in the manner specified in this Article 4, Celestica and each Canadian Designated Subsidiary shall supply each Canadian Lender with such number of drafts as it may reasonably request, duly signed on behalf of such Borrower. Each Canadian Lender hereby indemnifies each such Borrower from and against any damages, losses, costs, expenses or other claims incurred by such Borrower and arising by reason of or resulting from any loss or improper use thereof by such Canadian Lender, will exercise and cause its agents to exercise such care in the case custody and safekeeping of such drafts as it would exercise in the custody and safekeeping of similar property owned by it and will, upon request by any such Borrower, promptly advise such Borrower of the number and designations, if any, of uncompleted drafts held by it for and on behalf of such Borrower. The signature of any officer of the applicable Borrower on a draft may bebe mechanically reproduced by the applicable Borrower and any Banker’s Acceptance or Acceptance Note bearing a facsimile signature of a duly authorized officer of a Borrower shall be binding upon the applicable Borrower as if it had been manually signed by such person even if such person no longer holds office on the date of its acceptance by the Canadian Lender or at any time after such date. No Canadian Lender shall be liable for its failure to accept a draft as required hereby if the cause of such failure is, in whole or in part, due to the failure of the applicable Borrower to provide drafts to such Canadian Lender on a timely basis in accordance with Section 2.1(bthe terms hereof. (b) Each of Celestica and this Section 2.15, TCCI each Canadian Designated Subsidiary hereby irrevocably appoints each Tranche B Canadian Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement)behalf, in handwriting manually or by facsimile or mechanical signature as and when deemed signature, any Banker’s Acceptance or Acceptance Note necessary by such Tranche B Lender, blank forms of Drafts. In this respect, it is to enable each Tranche B Lender’s responsibility Canadian Lender to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender shall bind TCCI as fully and effectually as if signed make Advances in the handwriting of and duly issued by the proper signing officers of TCCImanner specified in this Article 4. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-All Banker’s Acceptances or Acceptance Notes signed or pre-endorsed by or on behalf of TCCI and which are held the applicable Borrower by a Canadian Lender shall be binding on such Borrower, all as if duly signed or endorsed by such Tranche B Lender and have not yet been issued in accordance herewithBorrower. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall (i) maintain a record with respect to Drafts held by it any Banker’s Acceptance or Acceptance Note completed in blank hereunderaccordance with this Section 4.3(b), voided by it for any reason, accepted and purchased by it hereunderor purchased or exchanged, and cancelled at their its respective maturities. Each Tranche B Lender agrees to provide maturity; and (ii) retain such records in the manner and for the statutory periods provided by Applicable Law and make such records available to TCCI at TCCI’s expense upon requestCelestica and each Canadian Designated Subsidiary acting reasonably. Drafts On request by Celestica or any Canadian Designated Subsidiary, a Canadian Lender shall be signed by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant cancel and return to this Section 2.15(f). Notwithstanding that any person whose signature appears on any Drafts as a signatory for TCCI may no longer be an authorized signatory for TCCI at the date of issuance of a Drafts, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time possession of such issuance, Borrower all Banker’s Acceptances or Acceptance Notes which have been pre-signed or pre-endorsed on behalf of such Borrower and any which are held by such Drafts so signed shall be binding on TCCICanadian Lender and are not required to make Advances in accordance with this Article 4.

Presigned Draft Forms. To enable the Tranche B Revolving Facility Lenders to create Bankers’ Acceptances or purchase Drafts, as complete Drafts in the case may be, manner specified in accordance with Section 2.1(bthis Schedule 2.13(g) and this Section 2.15the Credit Agreement, TCCI hereby appoints the Luxapplicable Borrower shall supply each Tranche B Revolving Facility Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase with such number of Drafts pursuant to this Agreement)as it may reasonably request, in handwriting or by facsimile or mechanical signature as duly endorsed and when deemed necessary by such Tranche B Lender, blank forms executed on behalf of Drafts. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender shall bind TCCI as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCILuxapplicable Borrower. Each Tranche B Revolving Facility Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Bankers’ Acceptances or Drafts endorsed in blank in such face amounts Face Amounts as may be determined by such Tranche B Revolving Facility Lender; , provided that the aggregate amount thereof is equal to the aggregate amount of Bankers’ Acceptances or Drafts required to be accepted or purchased by such Tranche B Revolving Facility Lender. On None of the Revolving Facility Lenders and their respective directors, officers, employees or representatives (collectively, “Revolving Facility Lender Persons”) shall be responsible or liable for any such Revolving Facility Lender’s failure to accept and/or purchase a B/A Instrument if the cause of such failure is, in whole or in part, due to the failure of the Luxapplicable Borrower to provide duly executed and endorsed B/A Instruments to such Revolving Facility Lender on a timely basis nor shall any such Revolving Facility Lender Person be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct or fraud of such Revolving Facility Lender Person (as determined by a court of competent jurisdiction in a final non-appealable judgment), nor shall any such Revolving Facility Lender Person be liable for any other action taken or omitted to be taken by any of them under Section 9 or 10 of this Schedule 2.13(g), except for such Revolving Facility Lender Person’s own gross negligence, willful misconduct or fraud (as determined by a court of competent jurisdiction in a final non-appealable judgment). Each Revolving Facility Lender will exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it and will, upon request by TCCIthe Lux Borrower, a Tranche B Lender shall cancel all forms promptly advise the Lux Borrower of Drafts which have been pre-signed or pre-endorsed by or on behalf the number and designations, if any, of TCCI and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record with respect to uncompleted Drafts held by it in blank hereunder, voided by it for the Lux BorrowerBorrowers. The signature of any reason, accepted officer of the Luxapplicable Borrower on a Draft may be mechanically reproduced and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B Lender agrees to provide such records to TCCI at TCCI’s expense upon request. Drafts B/A Instruments bearing facsimile signature shall be signed by a duly authorized officer binding upon the Luxapplicable Borrower as if they had been manually signed. Even if the individuals whose manual or officers of TCCI or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f). Notwithstanding that any person whose facsimile signature appears on any Drafts as a signatory for TCCI may B/A Instrument no longer be an authorized signatory for TCCI hold office at the date of issuance of a Draftssignature, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the date of its acceptance by the Revolving Facility Lender or at any time of after such issuancedate, and any such Drafts B/A Instrument so signed shall be valid and binding on TCCIupon the Luxapplicable Borrower.

Presigned Draft Forms. To enable the Tranche B Canadian Revolving Lenders to create Bankers’ Acceptances or purchase Draftscomplete Drafts in the manner specified in this Schedule X and the Credit Agreement, as the case may be, in accordance each Canadian Revolving Borrower shall supply each Canadian Revolving Lender with Section 2.1(b) and this Section 2.15, TCCI hereby appoints each Tranche B Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase such number of Drafts pursuant to this Agreement)as it may reasonably request, in handwriting or by facsimile or mechanical signature as duly endorsed and when deemed necessary by executed on behalf of such Tranche B Lender, blank forms of Drafts. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender shall bind TCCI as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCICanadian Revolving Borrower. Each Tranche B Lender Canadian Revolving Borrower is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts Bankers’ Acceptances endorsed in blank in such face amounts Face Amounts as may be determined by such Tranche B Canadian Revolving Lender; , provided that the aggregate amount thereof is equal to the aggregate amount of Drafts Bankers’ Acceptances required to be purchased accepted by such Tranche B Canadian Revolving Lender. On None of the Canadian Revolving Lenders and their respective directors, officers, employees or representatives (collectively, the “Canadian Lender Persons”) shall be responsible or liable for its failure to accept and/or purchase a B/A Instrument if the cause of such failure is, in whole or in part, due to the failure of any Canadian Revolving Borrower to provide duly executed and endorsed B/A Instruments to such Canadian Revolving Lender on a timely basis nor shall any such Canadian Lender Person be liable for any damage, loss or other claim arising by reason of any loss or improper use of any such instrument except loss or improper use arising by reason of the gross negligence or willful misconduct or fraud of such Canadian Lender Person (as determined by a court of competent jurisdiction in a final and non-appealable decision), nor shall any such Canadian Lender Person be liable for any other action taken or omitted to be taken by any of them under this Section 9 or Section 10 below, except for such Canadian Lender Person’s own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision). Each Canadian Revolving Lender will exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it and will, upon request by TCCIany Canadian Revolving Borrower, a Tranche B Lender shall cancel all forms promptly advise such Canadian Revolving Borrower of Drafts which have been pre-signed or pre-endorsed by or on behalf the number and designations, if any, of TCCI and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record with respect to uncompleted Drafts held by it in blank hereunder, voided by it for such Canadian Revolving Borrower. The signature of any reason, accepted officer of any Canadian Revolving Borrower on a Draft may be mechanically reproduced and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B Lender agrees to provide such records to TCCI at TCCI’s expense upon request. Drafts B/A Instruments bearing facsimile signature shall be signed by a duly authorized officer binding upon such Canadian Revolving Borrower as if it had been manually signed. Even if the individuals whose manual or officers of TCCI or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f). Notwithstanding that any person whose facsimile signature appears on any Drafts as a signatory for TCCI may B/A Instrument no longer be an authorized signatory for TCCI hold office on the date of signature, at the date of issuance of its acceptance by a DraftsCanadian Revolving Lender or at any time after such date, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts B/A Instrument so signed shall be valid and binding on TCCIupon each Canadian Revolving Borrower.

Presigned Draft Forms. To (a) Subject to paragraph (b) of this Section 4.4, in order to enable the Tranche B Lenders under a Credit Facility to create Bankers’ Acceptances or purchase Draftscomplete Drafts in the manner specified in this Article 4, each Borrower shall supply each Lender under such Credit Facility with such number of Drafts as it may reasonably request, duly signed and endorsed on behalf of the case applicable Borrower. Each Lender under the applicable Credit Facility hereby indemnifies the applicable Borrower against any loss or improper use thereof by such Lender, will exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it and will, upon request by a Borrower, promptly advise the applicable Borrower of the number and designations, if any, of uncompleted Drafts held by it for such Borrower. The signature of any officer of a Borrower on a Draft may bebe mechanically reproduced and any BA Instrument bearing a facsimile signature shall be binding upon such Borrower as if it had been manually signed. Even if the individuals whose manual or facsimile signature appears on any BA Instrument no longer hold office at the date of its acceptance by the Lender or at any time after such date, any BA Instrument so signed shall be valid and binding upon the applicable Borrower. No Lender shall be liable for its failure to accept a Draft as required hereby if the cause of such failure is, in accordance with Section 2.1(bwhole or in part, due to the failure of the Borrowers to provide Drafts to such Lender on a timely basis. (b) and this Section 2.15, TCCI Each Borrower hereby irrevocably appoints each Tranche B Lender under a Credit Facility as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement)behalf, in handwriting manually or by facsimile or mechanical signature as and when deemed signature, any BA Instrument under such Credit Facility necessary by to enable each Lender to make Drawings in the manner specified in this Article 4 under such Tranche B Lender, blank forms of DraftsCredit Facility. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts All Bankers’ Acceptances signed and/or or endorsed on its a Borrower’s behalf by a Tranche B Lender shall bind TCCI as fully and effectually be binding on such Borrower, all as if duly signed in the handwriting of and duly issued or endorsed by the proper signing officers of TCCIsuch Borrower. Each Tranche B Lender is hereby authorized shall: (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreementi) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-signed or pre-endorsed by or on behalf of TCCI and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record under the applicable Credit Facility with respect to Drafts held by it any BA Instrument completed in blank hereunderaccordance with this Section 4.4, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their its respective maturities. Each Tranche B Lender agrees to provide maturity; and (ii) retain such records in the manner and for the statutory periods provided in the various provincial or federal statutes and regulations which apply to TCCI at TCCI’s expense upon requestsuch Lender and make such records available to the Borrowers acting reasonably. Drafts shall be signed On request by a duly authorized officer or officers of TCCI or by its attorneysBorrower, including its attorneys appointed pursuant a Lender shall cancel and return to this Section 2.15(f). Notwithstanding that any person whose signature appears on any Drafts as a signatory for TCCI may no longer be an authorized signatory for TCCI at the date of issuance of a Drafts, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time possession of such issuance, Borrower all BA Instruments under a Credit Facility which have been pre-signed or pre-endorsed on behalf of such Borrower and any which are held by such Drafts so signed shall be binding on TCCILender and are not required to make Drawings in accordance with this Article 4 under such Credit Facility.

Presigned Draft Forms. To enable the Tranche B Canadian Revolving Lenders which are BA Lenders to create Bankers’ Acceptances or purchase Drafts, as the case may be, in accordance with Section 2.1(b2.01(b) and this Section 2.152.03, TCCI hereby appoints the Canadian Borrower shall supply each Tranche B Lender as its attorney BA Lender, upon the Canadian Borrower’s execution of this Agreement and from time to sign and endorse on its behalf (for the purpose of acceptance and/or purchase time thereafter, with such number of Drafts pursuant provided to this Agreement), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Tranche B Lender, blank forms of Drafts. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender shall bind TCCI as fully and effectually as if signed in the handwriting of and duly issued Canadian Borrower by the proper signing officers of TCCI. Each Tranche B Lender is hereby authorized (for Administrative Agent as the purpose of acceptance and/or purchase of Drafts pursuant Administrative Agent may from time to this Agreement) to complete time reasonably request, duly endorsed and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-signed or pre-endorsed by or executed on behalf of TCCI the Canadian Borrower by any one or more of its duly authorized officers. Each BA Lender shall exercise such care in the custody and which are held safekeeping of any Drafts in its possession from time to time as it would exercise in the custody and safekeeping of similar property owned by it. The signatures of officers of the Canadian Borrower on Drafts may be mechanically reproduced in facsimile and Bankers’ Acceptances bearing such facsimile signatures shall be binding upon the Canadian Borrower as if they had been manually signed by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record with respect to Drafts held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B Lender agrees to provide such records to TCCI at TCCI’s expense upon request. Drafts shall be signed by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f)officers. Notwithstanding that any person of the individuals whose manual or facsimile signature appears on any Drafts Draft as a signatory for TCCI one of such officers may no longer be an authorized signatory for TCCI hold office at the date of issuance of a Drafts, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force draft or at the date of its acceptance by a Lender hereunder or at any time of such issuancethereafter, and any such Drafts Draft or Bankers’ Acceptance so signed shall be valid and binding on TCCIupon, and enforceable against, the Canadian Borrower. The Canadian Borrower hereby appoints each Canadian Revolving Lender holding a Draft with respect to a Drawing made under this Agreement, as its attorney-in-fact to, from time to time, complete such Draft to adequately reflect such Drawing made by the Canadian Revolving Lender.

Presigned Draft Forms. (i) To enable the Tranche B Canadian Lenders to create Bankers’ ' Acceptances or purchase Drafts, as complete Drafts in the case may be, manner specified in accordance with Section 2.1(b) and this Section 2.152.04, TCCI McKesson Canada shall supply each Canadian Lender with such number of Drafts as such Canadian Lender may reasonably request, duly endorsed and executed on behalf of McKesson Canada by any one or more of its authorized officers. Each Canadian Lender shall exercise such care in the custody and safekeeping of Drafts as it would exercise in the custody and safekeeping of similar property owned by it. Each Canadian Lender will, upon request by McKesson Canada, promptly advise McKesson Canada of the number and designations, if any, of the uncompleted Drafts then held by it. The signatures of such officers may be mechanically reproduced in facsimile and Drafts and Bankers' Acceptances bearing such facsimile signatures shall be binding upon McKesson Canada as if they had been manually signed by such officers. Notwithstanding that any of the individuals whose manual or facsimile signature appears on any Draft or Bankers' Acceptance as one of such officers may no longer hold office at the date thereof or at the date of its acceptance by a Canadian Lender or a participant hereunder or at any time thereafter, any Draft or Bankers' Acceptance so signed shall be valid and binding upon McKesson Canada. (ii) To facilitate the acceptance of Drafts hereunder, McKesson Canada hereby appoints each Tranche B Canadian Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase behalf, as and when considered necessary by such Canadian Lender in connection with a Drawing, an appropriate number of Drafts pursuant to this Agreement)in the form prescribed by that Canadian Lender. Any Draft signed by a Canadian Lender as attorney for McKesson Canada, whether signed in handwriting or by the facsimile or mechanical signature as and when deemed necessary by such Tranche B of an authorized officer of a Canadian Lender, blank forms of Drafts. In this respect, it is each Tranche B Lender’s responsibility may be dealt with by the Canadian Administrative Agent or any Canadian Lender to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes all intents and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender purposes and shall bind TCCI as fully and effectually McKesson Canada as if duly signed in the handwriting of and duly issued by the proper signing officers of TCCI. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-signed or pre-endorsed by or on behalf of TCCI and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record with respect to Drafts held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B Lender agrees to provide such records to TCCI at TCCI’s expense upon request. Drafts shall be signed by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f). Notwithstanding that any person whose signature appears on any Drafts as a signatory for TCCI may no longer be an authorized signatory for TCCI at the date of issuance of a Drafts, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts so signed shall be binding on TCCIMcKesson Canada.

Presigned Draft Forms. To enable the Tranche B Lenders to create Bankers’ Acceptances or purchase Drafts, as the case may be, in accordance with Section 2.1(b) and this Section 2.15, TCCI hereby appoints each Tranche B Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase of Drafts pursuant to this Toyota – Five Year Credit Agreement (2015) Agreement), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Tranche B Lender, blank forms of Drafts. In this respect, it is each Tranche B Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B Lender shall bind TCCI as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCI. Each Tranche B Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B Lender. On request by TCCI, a Tranche B Lender shall cancel all forms of Drafts which have been pre-signed or pre-endorsed by or on behalf of TCCI and which are held by such Tranche B Lender and have not yet been issued in accordance herewith. Each Tranche B Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B Lender. Each Tranche B Lender shall maintain a record with respect to Drafts held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B Lender agrees to provide such records to TCCI at TCCI’s expense upon request. Drafts shall be signed by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f). Notwithstanding that any person whose signature appears on any Drafts as a signatory for TCCI may no longer be an authorized signatory for TCCI at the date of issuance of a any Drafts, such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts so signed shall be binding on TCCI.

Presigned Draft Forms. To enable the Tranche B C Lenders to create Bankers’ Acceptances or purchase Drafts, as the case may be, in accordance with Section 2.1(b2.01(c) and this Section 2.15, TCCI hereby appoints each Tranche B C Lender as its attorney to sign and endorse on its behalf (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement), in handwriting or by facsimile or mechanical signature as and when deemed necessary by such Tranche B C Lender, blank forms of Drafts. In this respect, it is each Tranche B C Lender’s responsibility to maintain an adequate supply of blank forms of Drafts for acceptance under this Agreement. TCCI recognizes and agrees that all Drafts signed and/or endorsed on its behalf by a Tranche B C Lender shall bind TCCI as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of TCCI. Each Tranche B C Lender is hereby authorized (for the purpose of acceptance and/or purchase of Drafts pursuant to this Agreement) to complete and issue such Drafts endorsed in blank in such face amounts as may be determined by such Tranche B C Lender; provided that the aggregate amount thereof is equal to the aggregate amount of Drafts required to be purchased by such Tranche B C Lender. On request by TCCI, a Tranche B C Lender shall cancel all forms of Drafts which have been pre-signed or pre-endorsed by or on behalf of TCCI and which are held by such Tranche B C Lender and have not yet been issued in accordance herewith. Each Tranche B C Lender further agrees to retain such records in the manner and/or the statutory periods provided in the various Canadian provincial or federal statutes and regulations which apply to such Tranche B C Lender. Each Tranche B C Lender NYDOCS03/828371 shall maintain a record with respect to Drafts held by it in blank hereunder, voided by it for any reason, accepted and purchased by it hereunder, and cancelled at their respective maturities. Each Tranche B C Lender agrees to provide such records to TCCI at TCCI’s expense upon request. Drafts shall be signed by a duly authorized officer or officers of TCCI or by its attorneys, including its attorneys appointed pursuant to this Section 2.15(f). Notwithstanding that any person whose signature appears on any Drafts as a signatory for TCCI may no longer be an authorized signatory for TCCI at the date of issuance of a DraftsDrafts , such signature shall nevertheless be valid and sufficient for all purposes as if such authority had remained in force at the time of such issuance, and any such Drafts so signed shall be binding on TCCI.