Common use of Special Provisions Relating to Acceptance Notes Clause in Contracts

Special Provisions Relating to Acceptance Notes. (a) The Canadian Borrower and each applicable Canadian Lender hereby acknowledge and agree that from time to time certain Canadian Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA drafts, and the Canadian Borrower and each applicable Canadian Lender agrees that any such Canadian Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(b) in lieu of accepting Canadian BAs for its account. (b) In the event that any Canadian Lender described in Section 2.9.3 (a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs hereunder, such Canadian Lender shall not accept Canadian BAs hereunder, but rather, if the Canadian Borrower requests the acceptance of such Canadian BAs, the Canadian Borrower shall deliver to such Canadian Lender non-interest bearing promissory notes (each, an "Acceptance Note") of the Canadian Borrower, substantially in the form of Exhibit A-6 hereto, having the same maturity as the Canadian BAs that would otherwise be accepted by such Canadian Lender and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAs. Each such Canadian Lender hereby agrees to purchase each Acceptance Note from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender which would have been applicable if a Canadian BA draft had been accepted by such Lender and such Acceptance Notes shall be governed by the provisions of this Article II as if they were Canadian BAs.

Special Provisions Relating to Acceptance Notes. (aA) The Canadian Borrower and each applicable Canadian Lender hereby acknowledge and agree that from time to time certain Canadian Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA draftsand purchase Bankers’ Acceptances, and the Canadian Borrower and each applicable Canadian Lender agrees agree that any such Canadian Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(b2.2(f)(vii)(B) in lieu of accepting Canadian BAs and purchasing Bankers’ Acceptances for its account. (bB) In the event that any Canadian Lender described in Section 2.9.3 (a2.2(f)(vii)(A) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs Bankers’ Acceptances hereunder, such Canadian Lender shall not be required to accept Canadian BAs Bankers’ Acceptances hereunder, but rather, if the Canadian Borrower requests the acceptance of such Canadian BAsBankers’ Acceptances, then the Canadian Borrower shall deliver to such Canadian BA Lender non-interest bearing promissory notes (each, an "“Acceptance Note"”) of the Canadian Borrower, substantially in the form of Exhibit A-6 heretoSchedule 2.2(f), having the same maturity as the Canadian BAs that would otherwise Bankers’ Acceptances to be accepted by such Canadian Lender and in an aggregate principal face amount equal to the undiscounted face amount Face Amount of such Canadian BAsBankers’ Acceptances. Each such Canadian Acceptance Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender which would have been applicable if a Canadian BA Bankers’ Acceptance draft had been accepted by such Lender it and such Acceptance Notes shall be governed by the provisions of this Article II Section 2.2(f) as if they were Bankers’ Acceptances. Notwithstanding the foregoing, unless the Acceptance Lender otherwise notifies the Canadian BAsBorrower in writing, in lieu of receiving delivery of Acceptance Notes, such Acceptance Notes shall be uncertificated and Acceptance Notes shall be evidenced by the account of the Lenders.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Borrower and each applicable Canadian Lender hereby acknowledge and agree that from time to time certain Canadian Lenders may not be authorized to or may, as a matter of general corporate policymarket availability, elect not to accept Canadian BA draftsDrafts, and the Canadian Borrower and each applicable Canadian Lender agrees agree that any such Canadian Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(b5.7(b) in lieu of accepting Canadian BAs creating Acceptances for its account. (b) In the event that any Canadian Lender described in Section 2.9.3 (a5.7(a) above is unable to, or elects as a matter of general corporate policy market availability not to, accept Canadian BAs create Acceptances hereunder, such Canadian Lender shall not accept Canadian BAs create Acceptances hereunder, but rather, if the Canadian Borrower requests the acceptance creation of such Canadian BAsAcceptances, the Canadian Borrower shall deliver to such Canadian Lender non-interest bearing promissory notes (each, an "Acceptance Note") of the Canadian Borrower, substantially in the form of Exhibit A-6 heretoG, having the same maturity as the Canadian BAs that would otherwise Acceptances to be accepted by such Canadian Lender created and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAsAcceptances. Each such Canadian Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender Acceptance Purchase Price which would have been applicable if a Canadian BA draft Draft in the same aggregate face amount as the principal amount of its Acceptance Notes had been accepted by it (less any stamping fee which would have been paid pursuant to Section 5.4 if such Lender had created an Acceptance) and such Acceptance Notes shall be governed by the provisions of this Article II Section 5 as if they were Canadian BAsAcceptances.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Borrower and each applicable Canadian Lender hereby acknowledge and agree that from time to time certain Canadian Lenders which are not Canadian chartered banks or which are Schedule II Canadian Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA draftsDrafts, and the Canadian Borrower and each applicable Canadian Lender agrees agree that any such Canadian Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(bsubsection 6.8(b) in lieu of accepting Canadian BAs creating Acceptances for its account. (b) In the event that any Canadian Lender described in Section 2.9.3 (asubsection 6.8(a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs create Acceptances hereunder, such Canadian Lender shall not accept Canadian BAs create Acceptances hereunder, but rather, if the Canadian Borrower requests the acceptance creation of such Canadian BAsAcceptances, the Canadian Borrower shall deliver to such Canadian Lender non-interest bearing promissory notes (each, an "Acceptance Note") of the Canadian Borrower, substantially in the form of Exhibit A-6 heretoE, having the same maturity as the Canadian BAs that would otherwise Acceptances to be accepted by such Canadian Lender created and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAsAcceptances. Each such Canadian Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender Acceptance Purchase Price which would have been applicable if a Canadian BA draft Draft in the same aggregate face amount as the principal amount of its Acceptance Notes and of the same maturity had been accepted by it (less any stamping fee which would have been paid pursuant to subsection 6.4 if such Lender had created an Acceptance) and such Acceptance Notes shall be governed by the provisions of this Article II Section 6 as if they were Canadian BAsAcceptances.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Each Borrower and each applicable Canadian Lender hereby acknowledge acknowledges and agree agrees that from time to time certain Canadian Lenders which are Non-Schedule I Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA or purchase Bankers’ Acceptance drafts, and the Canadian Borrower Borrowers and each applicable Canadian Lender agrees agree that any such Canadian Lender may purchase Acceptance Notes of the any of Celestica or any Canadian Borrower Designated Subsidiary in accordance with the provisions of Section 2.9.3(b4.7(b) in lieu of accepting Canadian BAs creating Bankers’ Acceptances for its account. (b) In the event that any Canadian Lender described in Section 2.9.3 (a4.7(a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs or purchase Bankers’ Acceptances hereunder, such Canadian Lender shall not be required to accept Canadian BAs or purchase Bankers’ Acceptances hereunder, but rather, if the Celestica or any Canadian Borrower Designated Subsidiary requests the acceptance of such Canadian BAsBankers’ Acceptances, the Canadian that Borrower shall deliver to such Canadian Lender non-interest bearing promissory notes (each, an "Acceptance Note") Note or Acceptance Notes of the Canadian Borrower, substantially in the form of Exhibit A-6 hereto, such Borrower having the same maturity as the Canadian BAs that would otherwise Bankers’ Acceptances to be accepted by such Canadian Lender and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAsBankers’ Acceptances. Each such Canadian Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian such Borrower at a purchase price equal to the Notional BA Proceeds for a Lender which would have been applicable if a Canadian BA Bankers’ Acceptance draft had been accepted by such Lender it and such Acceptance Notes shall be governed by the provisions of this Article II 4 as if they were Canadian BAsBankers’ Acceptances.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Each Borrower and each applicable Canadian Lender hereby acknowledge acknowledges and agree agrees that from time to time certain Canadian Lenders which are Non-Schedule I Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA or purchase Bankers’ Acceptance drafts, and the Canadian Borrower Borrowers and each applicable Canadian Lender agrees agree that any such Canadian Lender may purchase Acceptance Notes of the any of Celestica or any Canadian Borrower Designated Subsidiary in accordance with the provisions of Section 2.9.3(b4.7(b) in lieu of accepting Canadian BAs creating Bankers’ Acceptances for its account. (b) In the event that any Canadian Lender described in Section 2.9.3 (a4.7(a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs or purchase Bankers’ Acceptances hereunder, such Canadian Lender shall not be required to accept Canadian BAs or purchase Bankers’ Acceptances hereunder, but rather, if the Celestica or any Canadian Borrower Designated Subsidiary requests the acceptance of such Canadian BAsBankers’ Acceptances, the Canadian that Borrower shall deliver to such Canadian Lender non-interest bearing promissory notes (each, an "Acceptance Note") Note or Acceptance Notes of the Canadian Borrower, substantially in the form of Exhibit A-6 hereto, such Borrower having the same maturity as the Canadian BAs that would otherwise Bankers’ Acceptances to be accepted by such Canadian Lender and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAsBankers’ Acceptances. Each such Canadian Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian such Borrower at a purchase price equal to the Notional BA Proceeds for a Lender which would have been applicable if a Canadian BA Bankers’ Acceptance draft had been accepted by such Lender it and such Acceptance Notes shall be governed by the provisions of this Article II 4 as if they were Canadian BAsBankers’ Acceptances.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Each Borrower and each applicable Canadian Lender hereby acknowledge acknowledges and agree agrees that from time to time certain Canadian Lenders which are Non-Schedule I Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA or purchase Bankers' Acceptance drafts, and the Canadian Borrower Borrowers and each applicable Canadian Lender agrees agree that any such Canadian Lender may purchase Acceptance Notes of the any of Celestica or any Canadian Borrower Designated Subsidiary in accordance with the provisions of Section 2.9.3(b4.7(b) in lieu of accepting Canadian BAs creating Bankers' Acceptances for its account. (b) In the event that any Canadian Lender described in Section 2.9.3 (a4.7(a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs or purchase Bankers' Acceptances hereunder, such Canadian Lender shall not be required to accept Canadian BAs or purchase Bankers' Acceptances hereunder, but rather, if the Celestica or any Canadian Borrower Designated Subsidiary requests the acceptance of such Canadian BAsBankers' Acceptances, the Canadian that Borrower shall deliver to such Canadian Lender non-interest bearing promissory notes (each, an "Acceptance Note") Note or Acceptance Notes of the Canadian Borrower, substantially in the form of Exhibit A-6 hereto, such Borrower having the same maturity as the Canadian BAs that would otherwise Bankers' Acceptances to be accepted by such Canadian Lender and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAsBankers' Acceptances. Each such Canadian Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian such Borrower at a purchase price equal to the Notional BA Proceeds for a Lender which would have been applicable if a Canadian BA Bankers' Acceptance draft had been accepted by such Lender it and such Acceptance Notes shall be governed by the provisions of this Article II 4 as if they were Canadian BAsBankers' Acceptances.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Borrower and each applicable Canadian Revolving Loan Lender hereby acknowledge and agree that from time to time certain Canadian Revolving Loan Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to to, accept Canadian BA drafts, and the Canadian Borrower and each applicable Canadian Revolving Loan Lender agrees that any such Canadian Revolving Loan Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of clause (b) of this Section 2.9.3(b) 2.8.3 in lieu of accepting Canadian BAs for its account. (b) In the event that any Canadian Revolving Loan Lender described in Section 2.9.3 clause (a) above of this Section 2.8.3 is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs hereunder, such Canadian Revolving Loan Lender shall not accept Canadian BAs hereunder, but rather, if the Canadian Borrower requests the acceptance of such Canadian BAs, the Canadian Borrower shall deliver to such Canadian Revolving Loan Lender non-interest bearing promissory notes (each, an "“Acceptance Note"”) of the Canadian Borrower, substantially in the form of Exhibit A-6 A-5 hereto, having the same maturity as the Canadian BAs that would otherwise be accepted by such Canadian Revolving Loan Lender and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAs. Each such Canadian Revolving Loan Lender hereby agrees to purchase each Acceptance Note from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Revolving Loan Lender which would have been applicable if a Canadian BA draft had been accepted by such Revolving Loan Lender and such Acceptance Notes shall be governed by the provisions of this Article II as if they were Canadian BAs.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Borrower and each applicable Canadian Lender hereby acknowledge and agree that from time to time certain Canadian Lenders which are not Canadian chartered banks or which are Schedule II Canadian Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA draftsDrafts, and the Canadian Borrower and each applicable Canadian Lender agrees agree that any such Canadian Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(bsubsection 6.8(b) in lieu of accepting Canadian BAs creating Acceptances for its account. (b) In the event that any Canadian Lender described in Section 2.9.3 (asubsection 6.8(a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs create Acceptances hereunder, such Canadian Lender shall not accept Canadian BAs create Acceptances hereunder, but rather, if the Canadian Borrower requests the acceptance creation of such Canadian BAsAcceptances, the Canadian Borrower shall deliver to such Canadian Lender non-interest bearing promissory notes (each, an "Acceptance Note") of the Canadian Borrower, substantially in the form of Exhibit A-6 heretoE, having the same maturity as the Canadian BAs that would otherwise Acceptances to be accepted by such Canadian Lender created and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAsAcceptances. Each such Canadian Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender Acceptance Purchase Price which would have been applicable if a Canadian BA draft Draft in the same aggregate face amount as the principal amount of its Acceptance Notes and of the same maturity had been accepted by it (less any stamping fee which would have been paid pursuant to subsection 5.4 if such Lender had created an Acceptance) and such Acceptance Notes shall be governed by the provisions of this Article II Section 6 as if they were Canadian BAsAcceptances.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Borrower and each applicable Canadian Lender hereby acknowledge and agree that from time to time certain Lenders which are not Canadian chartered banks or which are Schedule II Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA draftsDrafts, and the Canadian Borrower and each applicable Canadian Lender agrees that any such Canadian Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(bsubsection 3.8(b) in lieu of accepting Canadian BAs creating Acceptances for its account. (b) In the event that any Canadian Lender described in Section 2.9.3 (asubsection 3.8(a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs create Acceptances hereunder, such Canadian Lender shall not accept Canadian BAs create Acceptances hereunder, but rather, if the Canadian Borrower requests the acceptance creation of such Canadian BAsAcceptances, the Canadian Borrower shall deliver to such Canadian Lender non-interest bearing promissory notes (each, an "Acceptance Note") of the Canadian Borrower, substantially in the form of Exhibit A-6 heretoC, having the same maturity as the Canadian BAs that would otherwise Acceptances to be accepted by such Canadian Lender created and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAsAcceptances. Each such Canadian Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender Acceptance Purchase Price which would have been applicable if a Canadian BA draft Draft had been accepted by it (less any stamping fee which would have been paid pursuant to Section 3.4 if such Lender had created an Acceptance) and such Acceptance Notes shall be governed by the provisions of this Article II 3 as if they were Canadian BAsAcceptances.

Special Provisions Relating to Acceptance Notes. (aA) The Canadian Borrower and each applicable Canadian Revolving Lender hereby acknowledge and agree that from time to time certain Canadian Revolving Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA draftsand purchase Bankers’ Acceptances, and the Canadian Borrower and each applicable Canadian Revolving Lender agrees agree that any such Canadian Revolving Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(b2.02(g)(vii)(B) in lieu of accepting Canadian BAs and purchasing Bankers’ Acceptances for its account. (bB) In the event that any Canadian Revolving Lender described in Section 2.9.3 (a2.02(g)(vii)(A) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs Bankers’ Acceptances hereunder, such Canadian Revolving Lender shall not be required to accept Canadian BAs Bankers’ Acceptances hereunder, but rather, if the Canadian Borrower requests the acceptance of such Canadian BAsBankers’ Acceptances, then the Canadian Borrower shall deliver to such Canadian BA Lender non-interest bearing promissory notes (each, an "“Acceptance Note"”) of the Canadian Borrower, substantially in the form of Exhibit A-6 heretoB-5, having the same maturity as the Canadian BAs that would otherwise Bankers’ Acceptances to be accepted by such Canadian Lender and in an aggregate principal face amount equal to the undiscounted face amount Face Amount of such Canadian BAsBankers’ Acceptances. Each such Canadian Acceptance Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender which would have been applicable if a Canadian BA Bankers’ Acceptance draft had been accepted by such Lender it and such Acceptance Notes shall be governed by the provisions of this Article II Section 2.02(g) as if they were Bankers’ Acceptances. Notwithstanding the foregoing, unless the Acceptance Lender otherwise notifies the Canadian BAsBorrower in writing, in lieu of receiving delivery of Acceptance Notes, such Acceptance Notes shall be uncertificated and Acceptance Notes shall be evidenced by the account of the Canadian Revolving Lenders.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Each Borrower and each applicable Canadian Lender hereby acknowledge acknowledges and agree agrees that from time to time certain Canadian Lenders which are Canadian chartered banks listed on Schedule II to the Bank Act (Canada) may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA Bankers' Acceptance drafts, and the Canadian Borrower Borrowers and each applicable Canadian Lender agrees agree that any such Canadian Lender may purchase Acceptance Notes of the any of Celestica or any Canadian Borrower Designated Subsidiary in accordance with the provisions of Section 2.9.3(b4.7(b) in lieu of accepting Canadian BAs creating Bankers' Acceptances for its account. (b) In the event that any Canadian Lender described in Section 2.9.3 (a4.7(a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs create Bankers' Acceptances hereunder, such Canadian Lender shall not be required to accept Canadian BAs Bankers' Acceptances hereunder, but rather, if the Celestica or any Canadian Borrower Designated Subsidiary requests the acceptance of such Canadian BAsBankers' Acceptances, the Canadian that Borrower shall deliver to such Canadian Lender non-interest bearing promissory notes (each, an "Acceptance Note") of the Canadian such Borrower, substantially in the form of Exhibit A-6 heretoSchedule N, having the same maturity as the Canadian BAs that would otherwise Bankers' Acceptances to be accepted by such Canadian Lender and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAsBankers' Acceptances. Each such Canadian Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian such Borrower at a purchase price equal to the Notional BA Proceeds for a Lender which would have been applicable if a Canadian BA Bankers' Acceptance draft had been accepted by such Lender it and such Acceptance Notes shall be governed by the provisions of this Article II 4 as if they were Canadian BAsBankers' Acceptances.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Borrower and each applicable Canadian Lender hereby acknowledge and agree that from time to time certain Lenders which are not Canadian Lenders chartered banks or which are Canadian chartered banks listed on Schedule II of the Bank Act (Canada) may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA drafts, and the Canadian Borrower and each applicable Canadian Lender agrees that any such Canadian Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(b2.8.4(b) in lieu of accepting Canadian BAs for its account. (b) In the event that any Canadian Lender described in Section 2.9.32.8.4 (a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs hereunder, such Canadian Lender shall not accept Canadian BAs hereunder, but rather, if the Canadian Borrower requests the acceptance of such Canadian BAs, the Canadian Borrower shall deliver to such Canadian Lender non-interest bearing promissory notes (each, an "Acceptance Note") of the Canadian Borrower, substantially in the form of Exhibit A-6 A-5 hereto, having the same maturity as the Canadian BAs that would otherwise be accepted by such Canadian Lender and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAs. Each such Canadian Lender hereby agrees to purchase each Acceptance Note from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender listed on Schedule II to the Bank Act (Canada) which would have been applicable if a Canadian BA draft had been accepted by such Lender bank and such Acceptance Notes shall be governed by the provisions of this Article II as if they were Canadian BAs.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Borrower and each applicable Canadian Lender hereby acknowledge and agree that from time to time certain Lenders which are not Canadian Lenders chartered banks or which are Canadian chartered banks listed on Schedule II of the Bank Act (Canada) may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA drafts, and the Canadian Borrower and each applicable Canadian Lender agrees that any such Canadian Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(b2.11.4(b) in lieu of accepting Canadian BAs for its account. (b) In the event that any Canadian Lender described in Section 2.9.3 (a2.11.4(a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs hereunder, such Canadian Lender shall not accept Canadian BAs hereunder, but rather, if the Canadian Borrower requests the acceptance of such Canadian BAs, the Canadian Borrower shall deliver to such Canadian Lender non-non- interest bearing promissory notes (each, an "Acceptance Note") of the Canadian Borrower, substantially in the form of Exhibit A-6 A-4 hereto, having the same maturity as the Canadian BAs that would otherwise be accepted by such Canadian Lender and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAs. Each such Canadian Lender hereby agrees to purchase each Acceptance Note from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender listed on Schedule II to the Bank Act (Canada) which would have been applicable if a Canadian BA draft had been accepted by such Lender bank and such Acceptance Notes shall be governed by the provisions of this Article II as if they were Canadian BAs.

Special Provisions Relating to Acceptance Notes. (aA) The Canadian Borrower and each applicable Canadian Lender hereby acknowledge and agree that from time to time certain Canadian Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA draftsand purchase Bankers' Acceptances, and the Canadian Borrower and each applicable Canadian Lender agrees agree that any such Canadian Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(b2.2(f)(vii)(B) in lieu of accepting Canadian BAs and purchasing Bankers' Acceptances for its account. (bB) In the event that any Canadian Lender described in Section 2.9.3 (a2.2(f)(vii)(A) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs Bankers' Acceptances hereunder, such Canadian Lender shall not be required to accept Canadian BAs Bankers' Acceptances hereunder, but rather, if the Canadian Borrower requests the acceptance of such Canadian BAsBankers' Acceptances, then the Canadian Borrower shall deliver to such Canadian BA Lender non-interest bearing promissory notes (each, an "Acceptance Note") of the Canadian Borrower, substantially in the form of Exhibit A-6 heretoSchedule 2.2(f), having the same maturity as the Canadian BAs that would otherwise Bankers' Acceptances to be accepted by such Canadian Lender and in an aggregate principal face amount equal to the undiscounted face amount Face Amount of such Canadian BAsBankers' Acceptances. Each such Canadian Acceptance Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender which would have been applicable if a Canadian BA Bankers' Acceptance draft had been accepted by such Lender it and such Acceptance Notes shall be governed by the provisions of this Article II Section 2.2(f) as if they were Bankers' Acceptances. Notwithstanding the foregoing, unless the Acceptance Lender otherwise notifies the Canadian BAsBorrower in writing, in lieu of receiving delivery of Acceptance Notes, such Acceptance Notes shall be uncertificated and Acceptance Notes shall be evidenced by the account of the Lenders.

Special Provisions Relating to Acceptance Notes. (aA) The Each Canadian Borrower and each applicable Canadian Lender hereby acknowledge acknowledges and agree agrees that from time to time certain Canadian BA Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA draftsand purchase Bankers’ Acceptances, and the each Canadian Borrower and each applicable Canadian Lender agrees that any such Canadian Lender may purchase Acceptance Notes of the applicable Canadian Borrower in accordance with the provisions of Section 2.9.3(b2.3(c)(vii)(B) in lieu of accepting Canadian BAs and purchasing Bankers’ Acceptances for its account. (bB) In the event that any Canadian BA Lender described in Section 2.9.3 (a2.3(c)(vii)(A) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs Bankers’ Acceptances hereunder, such Canadian Lender shall not be required to accept Canadian BAs Bankers’ Acceptances hereunder, but rather, if the a Canadian Borrower requests the acceptance of such Canadian BAsBankers’ Acceptances, then the Canadian Borrower Borrowers shall deliver to such Canadian BA Lender non-interest bearing promissory notes (each, an "“Acceptance Note"”) of the Canadian BorrowerBorrowers, substantially in the form of Exhibit A-6 heretoB-3, having the same maturity as the Canadian BAs that would otherwise Bankers’ Acceptances to be accepted by such Canadian Lender and in an aggregate principal face amount equal to the undiscounted face amount Face Amount of such Canadian BAsBankers’ Acceptances. Each such Canadian BA Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian Borrower Borrowers at a purchase price equal to the Notional BA Proceeds for a Lender which would have been applicable if a Canadian BA Bankers’ Acceptance draft had been accepted by such Lender it and such Acceptance Notes shall be governed by the provisions of this Article II Section 2.3(c) as if they were Bankers’ Acceptances. Notwithstanding the foregoing, unless the Acceptance Lender otherwise notifies the Canadian BAsBorrowers in writing, in lieu of receiving delivery of Acceptance Notes, such Acceptance Notes shall be uncertificated and Acceptance Notes shall be evidenced by the account of the Lenders.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Borrower and each applicable Canadian Lender hereby acknowledge and agree that from time to time certain Canadian Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA drafts, and the Canadian Borrower and each applicable Canadian Lender agrees that any such Canadian Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(b) in lieu of accepting Canadian BAs for its account. (b) In the event that any Canadian Lender described in Section 2.9.3 (a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs hereunder, such Canadian Lender shall not accept Canadian BAs hereunder, but rather, if the Canadian Borrower requests the acceptance of such Canadian BAs, the Canadian Borrower shall deliver to such Canadian Lender non-interest bearing promissory notes (each, an "Acceptance Note") of the Canadian Borrower, substantially in the form of Exhibit A-6 A-7 hereto, having the same maturity as the Canadian BAs that would otherwise be accepted by such Canadian Lender and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAs. Each such Canadian Lender hereby agrees to purchase each Acceptance Note from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender which would have been applicable if a Canadian BA draft had been accepted by such Lender and such Acceptance Notes shall be governed by the provisions of this Article II as if they were Canadian BAs.

Special Provisions Relating to Acceptance Notes. (a) The Canadian ----------------------------------------------- Borrower and each applicable Canadian Revolving Credit Lender hereby acknowledge and agree that from time to time certain Canadian Revolving Credit Lenders which are not Canadian chartered banks or which are Schedule II Canadian Revolving Credit Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA draftsDrafts, and the Canadian Borrower and each applicable Canadian Revolving Credit Lender agrees agree that any such Canadian Revolving Credit Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(b5.13(b) in lieu of accepting Canadian BAs creating Acceptances for its account. (b) In the event that any Canadian Revolving Credit Lender described in Section 2.9.3 (a5.13(a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs create Acceptances hereunder, such Canadian Revolving Credit Lender shall not accept Canadian BAs create Acceptances hereunder, but rather, if the Canadian Borrower requests the acceptance creation of such Canadian BAsAcceptances, the Canadian Borrower shall deliver to such Canadian Revolving Credit Lender non-non- interest bearing promissory notes (each, an "Acceptance Note") of the Canadian Borrower, --------------- substantially in the form of Exhibit A-6 heretoJ, having the same maturity as the Canadian BAs that would otherwise Acceptances to be accepted by such Canadian Lender created and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAsAcceptances. Each such Canadian Revolving Credit Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender Acceptance Purchase Price which would have been applicable if a Canadian BA draft Draft in the same aggregate face amount as the principal amount of its Acceptance Notes and of the same maturity had been accepted by it (less any stamping fee which would have been paid pursuant to Section 5.9 if such Lender had created an Acceptance) and such Acceptance Notes shall be governed by the provisions of this Article II Section 5 as if they were Canadian BAsAcceptances.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Borrower and each applicable Canadian Lender hereby acknowledge acknowledges and agree agrees that from time to time certain Canadian Lenders which are not Canadian chartered banks or which are Canadian chartered banks listed on Schedule II of the Bank Act (Canada) may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA drafts, and the Canadian Borrower and each applicable Canadian Lender agrees that any such Canadian Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(bSECTION 3.6(b) in lieu of accepting Canadian BAs for its account. (b) In the event that any Canadian Lender described in Section 2.9.3 (aSECTION 3.6(a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs hereunder, such Canadian Lender shall not accept Canadian BAs hereunder, but rather, if the Canadian Borrower requests the acceptance of such Canadian BAs, the Canadian Borrower shall deliver to such Canadian Lender non-interest bearing promissory notes (each, an "Acceptance NoteACCEPTANCE NOTE") of the Canadian Borrower, substantially in the form of Exhibit A-6 EXHIBIT A-7 hereto, having the same maturity as the Canadian BAs that would otherwise to be accepted by such Canadian Lender and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAs. Each such Canadian Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender which would have been applicable if a Canadian BA draft had been accepted by such Canadian Lender and such Acceptance Notes shall be governed by the provisions of this Article II ARTICLE III as if they were Canadian BAs.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Revolver Borrower and each applicable Canadian Lender hereby acknowledge and agree that from time to time certain Lenders which are not Canadian Lenders chartered banks or which are Canadian chartered banks listed on Schedule II and Schedule III of the Bank Act (Canada) may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA drafts, and the Canadian Revolver Borrower and each applicable Canadian Lender agrees that any such Canadian Lender may purchase Acceptance Notes of the Canadian Revolver Borrower in accordance with the provisions of Section 2.9.3(b2.8.4(b) in lieu of accepting Canadian BAs for its account. (b) In the event that any Canadian Lender described in Section 2.9.3 2.8.4. (a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs hereunder, such Canadian Lender shall not accept Canadian BAs hereunder, but rather, if the Canadian Revolver Borrower requests the acceptance of such Canadian BAs, the Canadian Revolver Borrower shall deliver to such Canadian Lender a non-interest bearing promissory notes note (each, an "“Acceptance Note"”) of the Canadian Revolver Borrower, substantially in the form of Exhibit A-6 A-3 hereto, having the same maturity as the Canadian BAs BA that would otherwise be accepted by such Canadian Lender and in an aggregate principal undiscounted face amount equal to the undiscounted face amount of such Canadian BAs. Each such Canadian Lender hereby agrees to purchase each Acceptance Note from the Canadian Revolver Borrower at a purchase price equal to the Notional BA Proceeds for a Lender listed on Schedule II and Schedule III to the Bank Act (Canada) which would have been applicable if a Canadian BA draft had been accepted by such Lender and such Acceptance Notes shall be governed by the provisions of this Article II 2 as if they were Canadian BAs.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Each Borrower and each applicable Canadian Lender hereby acknowledge and agree that from time to time certain Canadian Lenders which are Canadian chartered banks listed on Schedule II to the BANK ACT (Canada) may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA Bankers' Acceptance drafts, and the Canadian Borrower Borrowers and each applicable Canadian Lender agrees agree, that any such Canadian Lender may purchase Acceptance Notes of the any of Celestica or any Canadian Borrower Designated Subsidiary in accordance with the provisions of Section 2.9.3(b4.7(b) in lieu of accepting Canadian BAs creating Bankers' Acceptances for its account. (b) In the event that any Canadian Lender described in Section 2.9.3 (a4.7(a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs create Bankers' Acceptances hereunder, such Canadian Lender shall not be required to accept Canadian BAs Bankers' Acceptances hereunder, but rather, if the Celestica or any Canadian Borrower Designated Subsidiary requests the acceptance of such Canadian BAsBankers' Acceptances, the Canadian that Borrower shall deliver to such Canadian Lender non-interest bearing promissory notes (each, an "Acceptance Note") of the Canadian such Borrower, substantially in the form of Exhibit A-6 heretoSchedule O, having the same maturity as the Canadian BAs that would otherwise Bankers' Acceptances to be accepted by such Canadian Lender and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAsBankers' Acceptances. Each such Canadian Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian such Borrower at a purchase price equal to the Notional BA Proceeds for a Lender which would have been applicable if a Canadian BA Bankers' Acceptance draft had been accepted by such Lender it and such Acceptance Notes shall be governed by the provisions of this Article II 4 as if they were Canadian BAsBankers' Acceptances.

Special Provisions Relating to Acceptance Notes. (ai) The Canadian Borrower and each applicable Canadian Relevant Lender hereby acknowledge acknowledges and agree agrees that from time to time certain Canadian Relevant Lenders may not be authorized able to or may, as a matter of general corporate policy, elect not to accept Canadian BA draftsdrafts or depository bills as a Bankers’ Acceptance, and the Canadian Borrower and each applicable Canadian such Relevant Lender agrees agree that any such Canadian Relevant Lender may shall, in lieu thereof, accept and purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of this Section 2.9.3(b) in lieu of accepting Canadian BAs for its account2.6. (bii) In the event that any Canadian Relevant Lender described referred to in Section 2.9.3 (a2.6(f) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs Bankers’ Acceptances hereunder, such Canadian Relevant Lender shall not be required to accept Canadian BAs such drafts or depository bills hereunder, but rather, if the Canadian Borrower requests the acceptance and purchase of such Canadian BAsBankers’ Acceptances, the Canadian Borrower shall deliver to such Canadian Relevant Lender one or more non-interest bearing promissory notes (each, an "“Acceptance Note"”) of made by the Canadian Borrower, substantially Borrower in favor of such Relevant Lender or to bearer in the form of Exhibit A-6 hereto, having the same maturity as the Canadian BAs that would otherwise be accepted customarily used by such Canadian Relevant Lender and for such purposes, in an aggregate principal amount equal to the undiscounted face amount Face Amount of such Canadian BAsdrafts or depository bills and having the same maturity as the drafts or depository bills to be accepted as Bankers’ Acceptances. Each The Relevant Lender shall accept and purchase such Canadian Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian Borrower at a purchase price equal to the Notional BA Discount Proceeds for a Lender which would have been applicable if a Canadian BA draft or depository xxxx in such amount and for the same Interest Period had been accepted and purchased by such Lender it as a Bankers’ Acceptance hereunder, and such Acceptance Notes shall be governed by the provisions of this Article II Section 2.6 in the same manner as if they were Bankers’ Acceptances. The Canadian BAsBorrower hereby irrevocably appoints the proper officers of each Relevant Lender as its lawful attorneys-in-fact to execute and deliver all Acceptance Notes on behalf and in the name of the Canadian Borrower, and any such Acceptance Note so executed and delivered on behalf and in the name of the Canadian Borrower by any such officer or officers of any Relevant Lender shall be valid, binding and enforceable against the Canadian Borrower to the same extent as if such Acceptance Note was executed and delivered by the proper officers of such Relevant Lender in its name and on its behalf. The Canadian Borrower recognizes and agrees that all Acceptance Notes signed and/or endorsed by a Relevant Lender on behalf of the Canadian Borrower shall bind the Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian Borrower.

Special Provisions Relating to Acceptance Notes. (aA) The Canadian Borrower and each applicable Canadian Lender hereby acknowledge and agree that from time to time certain Canadian Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA draftsand purchase Bankers’ Acceptances, and the Canadian Borrower and each applicable Canadian Lender agrees agree that any such Canadian Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(b2.2(f)(vii)(B) in lieu of accepting Canadian BAs and purchasing Bankers’ Acceptances for its account. (bB) In the event that any Canadian Lender described in Section 2.9.3 (a2.2(f)(vii)(A) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs Bankers’ Acceptances hereunder, such Canadian Lender shall not be required to accept Canadian BAs Bankers’ Acceptances hereunder, but rather, if the Canadian Borrower requests the acceptance of such Canadian BAsBankers’ Acceptances, then the Canadian Borrower shall deliver to such Canadian BA Lender non-interest bearing promissory notes (each, an "“Acceptance Note"”) of the Canadian Borrower, substantially in the form of Exhibit A-6 heretoSchedule 2.2(f) to the Original Credit Agreement, having the same maturity as the Canadian BAs that would otherwise Bankers’ Acceptances to be accepted by such Canadian Lender and in an aggregate principal face amount equal to the undiscounted face amount Face Amount of such Canadian BAsBankers’ Acceptances. Each such Canadian Acceptance Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender which would have been applicable if a Canadian BA Bankers’ Acceptance draft had been accepted by such Lender it and such Acceptance Notes shall be governed by the provisions of this Article II Section 2.2(f) as if they were Bankers’ Acceptances. Notwithstanding the foregoing, unless the Acceptance Lender otherwise notifies the Canadian BAsBorrower in writing, in lieu of receiving delivery of Acceptance Notes, such Acceptance Notes shall be uncertificated and Acceptance Notes shall be evidenced by the account of the Lenders.

Special Provisions Relating to Acceptance Notes. (aA) The Canadian Borrower and each applicable Canadian Lender hereby acknowledge and agree that from time to time certain Canadian Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA drafts, and the Canadian Borrower and each applicable Canadian Lender agrees that any such Canadian Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(b2.2(f)(iii)(B) in lieu of accepting Canadian BAs BA for its account. (bB) In the event that any Canadian Lender described in Section 2.9.3 (a2.2(f)(i) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs BA hereunder, such Canadian Lender shall not accept Canadian BAs BA hereunder, but rather, if the Canadian Borrower requests the acceptance of such Canadian BAsBA, the Canadian Borrower shall deliver to such Canadian Lender non-interest bearing promissory notes (each, an "Acceptance Note") of the Canadian Borrower, substantially in the form of Exhibit A-6 A-7 hereto, having the same maturity as the Canadian BAs BA that would otherwise be accepted by such Canadian Lender and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAsBA. Each such Canadian Lender hereby agrees to purchase each Acceptance Note from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender which would have been applicable if a Canadian BA draft had been accepted by such Lender and such Acceptance Notes shall be governed by the provisions of this Article II as if they were Canadian BAsBA.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Borrower and each applicable Canadian Lender hereby acknowledge and agree that from time to time certain Canadian Lenders may not be authorized to or may, as a matter of general corporate policymarket availability, elect not to accept Canadian BA draftsDrafts, and the Canadian Borrower and each applicable Canadian Lender agrees agree that any such Canadian Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(b5.7(b) in lieu of accepting Canadian BAs creating Acceptances for its account. (b) In the event that any Canadian Lender described in Section 2.9.3 (a5.7(a) above is unable to, or elects as a matter of general corporate policy market availability not to, accept Canadian BAs create Acceptances hereunder, such Canadian Lender shall not accept Canadian BAs create Acceptances hereunder, but rather, if the Canadian Borrower requests the acceptance creation of such Canadian BAsAcceptances, the Canadian Borrower shall deliver to such Canadian Lender non-interest bearing promissory notes (each, an "Acceptance NoteACCEPTANCE NOTE") of the Canadian Borrower, substantially in the form of Exhibit A-6 heretoG, having the same maturity as the Canadian BAs that would otherwise Acceptances to be accepted by such Canadian Lender created and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAsAcceptances. Each such Canadian Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender Acceptance Purchase Price which would have been applicable if a Canadian BA draft Draft in the same aggregate face amount as the principal amount of its Acceptance Notes had been accepted by it (less any stamping fee which would have been paid pursuant to Section 5.4 if such Lender had created an Acceptance) and such Acceptance Notes shall be governed by the provisions of this Article II Section 5 as if they were Canadian BAsAcceptances.

Special Provisions Relating to Acceptance Notes. (a) The ----------------------------------------------- Canadian Borrower and each applicable Canadian Revolving Credit Lender hereby acknowledge and agree that from time to time certain Canadian Revolving Credit Lenders which are not Canadian chartered banks or which are Schedule II Canadian Revolving Credit Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA draftsDrafts, and the Canadian Borrower and each applicable Canadian Revolving Credit Lender agrees agree that any such Canadian Revolving Credit Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(b5.13(b) in lieu of accepting Canadian BAs creating Acceptances for its account. (b) In the event that any Canadian Revolving Credit Lender described in Section 2.9.3 (a5.13(a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs create Acceptances hereunder, such Canadian Revolving Credit Lender shall not accept Canadian BAs create Acceptances hereunder, but rather, if the Canadian Borrower requests the acceptance creation of such Canadian BAsAcceptances, the Canadian Borrower shall deliver to such Canadian Revolving Credit Lender non-interest bearing promissory notes (each, an "Acceptance Note") of the Canadian Borrower, --------------- substantially in the form of Exhibit A-6 heretoJ, having the same maturity as the Canadian BAs that would otherwise Acceptances to be accepted by such Canadian Lender created and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAsAcceptances. Each such Canadian Revolving Credit Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender Acceptance Purchase Price which would have been applicable if a Canadian BA draft Draft in the same aggregate face amount as the principal amount of its Acceptance Notes and of the same maturity had been accepted by it (less any stamping fee which would have been paid pursuant to Section 5.9 if such Lender had created an Acceptance) and such Acceptance Notes shall be governed by the provisions of this Article II Section 5 as if they were Canadian BAsAcceptances.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Borrower and each applicable Canadian Lender hereby acknowledge and agree that from time to time certain Canadian Lenders which are not Canadian chartered banks or which are Schedule II Canadian Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA draftsDrafts, and the Canadian Borrower and each applicable Canadian Lender agrees agree that any such Canadian Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(bsubsection 6.8(b) in lieu of accepting Canadian BAs creating Acceptances for its account. (b) In the event that any Canadian Lender described in Section 2.9.3 (asubsection 6.8(a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs create Acceptances hereunder, such Canadian Lender shall not accept Canadian BAs create Acceptances hereunder, but rather, if the Canadian Borrower requests the acceptance creation of such Canadian BAsAcceptances, the Canadian Borrower shall deliver to such Canadian Lender non-interest bearing promissory notes (each, an "Acceptance Note") of the Canadian Borrower, substantially in the form of Exhibit A-6 heretoE, having the same maturity as the Canadian BAs that would otherwise Acceptances to be accepted by such Canadian Lender created and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAsAcceptances. Each such Canadian Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender Acceptance Purchase Price which would have been applicable if a Canadian BA draft Draft in the same aggregate face amount as the principal amount of its Acceptance Notes had been accepted by it (less any stamping fee which would have been paid pursuant to subsection 5.4 if such Lender had created an Acceptance) and such Acceptance Notes shall be governed by the provisions of this Article II Section 6 as if they were Canadian BAsAcceptances.

Special Provisions Relating to Acceptance Notes. (ai) The Canadian Borrower and each applicable Canadian Relevant Lender hereby acknowledge acknowledges and agree agrees that from time to time certain Canadian Relevant Lenders may not be authorized able to or may, as a matter of general corporate policy, elect not to accept Canadian BA draftsdrafts or depository bills as a Bankers' Acceptance, and the Canadian Borrower and each applicable Canadian such Relevant Lender agrees agree that any such Canadian Relevant Lender may shall, in lieu thereof, accept and purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of this Section 2.9.3(b) in lieu of accepting Canadian BAs for its account2.6. (bii) In the event that any Canadian Relevant Lender described referred to in Section 2.9.3 (a2.6(f) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs Bankers' Acceptances hereunder, such Canadian Relevant Lender shall not be required to accept Canadian BAs such drafts or depository bills hereunder, but rather, if the Canadian Borrower requests the acceptance and purchase of such Canadian BAsBankers' Acceptances, the Canadian Borrower shall deliver to such Canadian Relevant Lender one or more non-interest bearing promissory notes (each, an "''Acceptance Note"'') of made by the Canadian Borrower, substantially Borrower in favor of such Relevant Lender or to bearer in the form of Exhibit A-6 hereto, having the same maturity as the Canadian BAs that would otherwise be accepted customarily used by such Canadian Relevant Lender and for such purposes, in an aggregate principal amount equal to the undiscounted face amount Face Amount of such Canadian BAsdrafts or depository bills and having the same maturity as the drafts or depository bills to be accepted as Bankers' Acceptances. Each The Relevant Lender shall accept and purchase such Canadian Lender hereby agrees to purchase each Acceptance Note Notes from the Canadian Borrower at a purchase price equal to the Notional BA Discount Proceeds for a Lender which would have been applicable if a Canadian BA draft or depository bxxx in such amount and for the same Interest Period had been accepted and purchased by such Lender it as a Bankers' Acceptance hereunder, and such Acceptance Notes shall be governed by the provisions of this Article II Section 2.6 in the same manner as if they were Bankers' Acceptances. The Canadian BAsBorrower hereby irrevocably appoints the proper officers of each Relevant Lender as its lawful attorneys-in-fact to execute and deliver all Acceptance Notes on behalf and in the name of the Canadian Borrower, and any such Acceptance Note so executed and delivered on behalf and in the name of the Canadian Borrower by any such officer or officers of any Relevant Lender shall be valid, binding and enforceable against the Canadian Borrower to the same extent as if such Acceptance Note was executed and delivered by the proper officers of such Relevant Lender in its name and on its behalf. The Canadian Borrower recognizes and agrees that all Acceptance Notes signed and/or endorsed by a Relevant Lender on behalf of the Canadian Borrower shall bind the Canadian Borrower as fully and effectually as if signed in the handwriting of and duly issued by the proper signing officers of the Canadian Borrower.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Borrower and each applicable Canadian Revolving Loan Lender hereby acknowledge and agree that from time to time certain Canadian Revolving Loan Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to to, accept Canadian BA drafts, and the Canadian Borrower and each applicable Canadian Revolving Loan Lender agrees that any such Canadian Revolving Loan Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of clause (b) of this Section 2.9.3(b) 2.8.3 in lieu of accepting Canadian BAs for its account. (b) In the event that any Canadian Revolving Loan Lender described in Section 2.9.3 clause (a) above of this Section 2.8.3 is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs hereunder, such Canadian Revolving Loan Lender shall not accept Canadian BAs hereunder, but rather, if the Canadian Borrower requests the acceptance of such Canadian BAs, the Canadian Borrower shall deliver to such Canadian Revolving Loan Lender non-interest bearing promissory notes (each, an "“Acceptance Note"”) of the Canadian Borrower, substantially in the form of Exhibit A-6 hereto, having the same maturity as the Canadian BAs that would otherwise be accepted by such Canadian Revolving Loan Lender and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAs. Each such Canadian Revolving Loan Lender hereby agrees to purchase each Acceptance Note from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Revolving Loan Lender which would have been applicable if a Canadian BA draft had been accepted by such Revolving Loan Lender and such Acceptance Notes shall be governed by the provisions of this Article II as if they were Canadian BAs.

Special Provisions Relating to Acceptance Notes. (a) The Each Canadian Revolving Loan Borrower and each applicable Canadian Lender hereby acknowledge acknowledges and agree agrees that from time to time certain Canadian Revolving Loan Lenders may not be authorized to or may, as a matter of general corporate policy, elect not to to, accept Canadian BA drafts, and the each Canadian Revolving Loan Borrower and each applicable Canadian Lender agrees that any such Canadian Revolving Loan Lender may purchase Acceptance Notes of the any Canadian Revolving Loan Borrower in accordance with the provisions of Section 2.9.3(bclause (b) in lieu of accepting Canadian BAs for its account. (b) In the event that any Canadian Revolving Loan Lender described in Section 2.9.3 clause (a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs hereunder, such Canadian Revolving Loan Lender shall not accept Canadian BAs hereunder, but rather, if the any Canadian Revolving Loan Borrower requests the acceptance of such Canadian BAs, the such Canadian Revolving Loan Borrower shall deliver to such Canadian Revolving Loan Lender non-interest bearing promissory notes (each, an "“Acceptance Note"”) of the such Canadian Revolving Loan Borrower, substantially in the form of Exhibit A-6 A-7 hereto, having the same maturity as the Canadian BAs that would otherwise be accepted by such Canadian Revolving Loan Lender and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAs. Each such Canadian Revolving Loan Lender hereby agrees to purchase each Acceptance Note from the any Canadian Revolving Loan Borrower at a purchase price equal to the Notional BA Proceeds for a Lender which would have been applicable if a Canadian BA draft had been accepted by such Lender and such Acceptance Notes shall be governed by the provisions of this Article II as if they were Canadian BAs.

Special Provisions Relating to Acceptance Notes. (a) The Canadian Borrower and each applicable Canadian Lender hereby acknowledge and agree that from time to time certain Lenders which are not Canadian Lenders chartered banks or which are Canadian chartered banks listed on Schedule II of the Bank Act (Canada) may not be authorized to or may, as a matter of general corporate policy, elect not to accept Canadian BA drafts, and the Canadian Borrower and each applicable Canadian Lender agrees that any such Canadian Lender may purchase Acceptance Notes of the Canadian Borrower in accordance with the provisions of Section 2.9.3(b2.11.3(b) in lieu of accepting Canadian BAs for its account. (b) In the event that any Canadian Lender described in Section 2.9.3 (a2.11.3(a) above is unable to, or elects as a matter of general corporate policy not to, accept Canadian BAs hereunder, such Canadian Lender shall not accept Canadian BAs hereunder, but rather, if the Canadian Borrower requests the acceptance of such Canadian BAs, the Canadian Borrower shall deliver to such Canadian Lender non-interest bearing promissory notes (each, an "Acceptance Note") of the Canadian Borrower, substantially in the form of Exhibit A-6 A-4 hereto, having the same maturity as the Canadian BAs that would otherwise be accepted by such Canadian Lender and in an aggregate principal amount equal to the undiscounted face amount of such Canadian BAs. Each such Canadian Lender hereby agrees to purchase each Acceptance Note from the Canadian Borrower at a purchase price equal to the Notional BA Proceeds for a Lender listed on Schedule II to the Bank Act (Canada) which would have been applicable if a Canadian BA draft had been accepted by such Lender bank and such Acceptance Notes shall be governed by the provisions of this Article II as if they were Canadian BAs.