Common use of Conditions for Closing Clause in Contracts

Conditions for Closing. The following conditions shall be satisfied by the Borrowers on or prior to the first Drawdown under the Project Mortgages established as of the Effective Date: (a) this Commitment Agreement, in form and on terms satisfactory to the Lender, shall have been duly authorized, executed and delivered to the Lender by each of the Original Borrowers and shall constitute legal, valid and binding obligations of each of the Original Borrowers; (b) each of the conditions precedent with respect to a Project Mortgage shall be met to the satisfaction of the Lender with respect to each of the Original Borrowers, and the Project Mortgage Commitments made to the Borrowers in respect of the Original Borrowers’ Projects; (c) the representations and warranties set forth in Section 6.1 shall be true and correct in all material respects on and as of the Effective Date, (other than those made as of an earlier date, each of which shall be true and correct in all material respects on and as of such earlier date) both before and after giving effect to any Drawdown of an Advance on such date and to the application of proceeds therefrom, by reference to the facts and circumstances then existing and the Original Borrowers shall have delivered a certificate of their respective senior officers to such effect; (d) no Default or Event of Default shall have occurred and be continuing, nor shall any such event occur as a result of making any Advances or the application of proceeds therefrom and the Original Borrowers shall have delivered a certificate of their respective senior officers to such effect; and (e) all proceedings to be taken by each of the Original Borrowers, the Investors Committee under and as defined in the Framework Agreement, the Investors and each of the parties to the Project Documents entered into in connection with the Original Borrowers’ Projects, as applicable in connection with the transactions contemplated by this Commitment Agreement and under such Project Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received copies of all documents (not otherwise required under this Section 4.1) from each of the Borrowers which the Lender may reasonably request in connection with said transactions.

Conditions for Closing. The following conditions shall be satisfied by the Borrowers on or prior to the first Drawdown under the Project Mortgages established as contemporaneously with their execution and delivery of the Effective Datethis Agreement: (a) this Commitment Agreement, in form and on terms satisfactory to the Lender, each Borrower shall have been duly authorized, executed and delivered to the Lender by Administrative Agent each of the Original Borrowers Loan Documents to which it is a party and which is required to be delivered pursuant to this Agreement, and each such Loan Document shall constitute a legal, valid and binding obligations obligation of each of the Original Borrowerssuch Borrower, enforceable against such Borrower in accordance with its terms; (b) each Borrower shall have delivered to the Administrative Agent: (i) a certified copy of its Organic Documents; (ii) a certified copy of the conditions precedent resolutions authorizing it to enter into, execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder; (iii) a certificate as to the incumbency of its officers signing the Loan Documents to which it is a party; and (iv) a certificate of status, good standing or like certificate with respect to a Project Mortgage shall be met to such Borrower issued by the satisfaction appropriate government officials of the Lender with respect to each jurisdiction of the Original Borrowers, and the Project Mortgage Commitments made to the Borrowers in respect of the Original Borrowers’ Projectsits incorporation; (c) the representations and warranties set forth in Section 6.1 shall be true and correct in all material respects on and as of the Effective Date, (other than those made as of an earlier date, each of which shall be true and correct in all material respects on and as of such earlier date) both before and after giving effect to any Drawdown of an Advance on such date and to the application of proceeds therefrom, by reference to the facts and circumstances then existing and the Original Borrowers there shall have delivered a certificate of their respective senior officers to such effectbeen no Material Adverse Change since September 30, 2003; (d) no Default or Event of Default shall have occurred and be continuing, nor ; (e) each Borrower shall any such event occur as have executed and delivered to the Administrative Agent a result confirmation of making any Advances or its Guarantee; (f) opinions of Borrowers' Counsel in form and substance satisfactory to the application of proceeds therefrom Lenders' Counsel and the Original Administrative Agent, acting reasonably, shall have been delivered to the Administrative Agent; (g) the Borrowers shall have delivered a certificate of their respective senior officers paid all fees and expenses that are due to such effectthe Administrative Agent or the Lenders and related to the Facility and this Agreement; and (eh) all proceedings Celestica, on behalf of itself and the other Borrowers, shall pay to be taken by each the Administrative Agent for the account of the Original Borrowers, Lenders who have consented to this Agreement an amendment fee of 25 basis points on the Investors Committee under and as defined in the Framework Agreement, the Investors and each of the parties aggregate Commitments after giving effect to the Project Documents entered into in connection with the Original Borrowers’ Projects, as applicable in connection with the transactions amendments contemplated by this Commitment Agreement and under such Project Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received copies of all documents (not otherwise required under this Section 4.1) from each of the Borrowers which the Lender may reasonably request in connection with said transactionshereby.

Conditions for Closing. The following conditions shall be satisfied by the Borrowers on or prior to the first Drawdown under the Project Mortgages established as of the Effective DateClosing: (a) this Commitment Agreement, in form and on terms satisfactory to the Lender, each Grantor shall have been duly authorized, executed and delivered to the Lender by Administrative Agent each of the Original Borrowers Loan Documents (excluding any Security Document required to be delivered pursuant to or in connection with Section 9.1(p)(i)(B)) to which it is a party including: (i) (x) an amendment and confirmation of its Guarantee if such Grantor has previously provided a Guarantee or, (y) a Guarantee; (ii) other Security Documents required to be delivered on the Closing Date pursuant to Sections 9.1(p)(i) and 9.1(p)(ii); and (iii) in the case of the Borrowers, this Agreement; and each such Loan Document shall constitute a legal, valid and binding obligations obligation of each of the Original Borrowerssuch Grantor, enforceable against such Grantor in accordance with its terms; (b) each Grantor shall have delivered to the Administrative Agent: (i) a certified copy of its Organic Documents; (ii) a certified copy of the conditions precedent resolutions authorizing it to enter into, execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder; (iii) a certificate as to the incumbency of its officers signing the Loan Documents to which it is a party; and (iv) a certificate of status, good standing or like certificate with respect to a Project Mortgage shall be met to such Grantor issued by the satisfaction appropriate government officials of the Lender with respect to each jurisdiction of the Original Borrowers, and the Project Mortgage Commitments made to the Borrowers in respect of the Original Borrowers’ Projectsits incorporation; (c) the representations and warranties set forth in Section 6.1 shall be true and correct in all material respects on and as of the Effective Date, (other than those made as of an earlier date, each of which shall be true and correct in all material respects on and as of such earlier date) both before and after giving effect to any Drawdown of an Advance on such date and to the application of proceeds therefrom, by reference to the facts and circumstances then existing and the Original Borrowers there shall have delivered a certificate of their respective senior officers to such effectbeen no Material Adverse Change since December 31, 2006; (d) no Default or Event of Default shall have occurred and be continuing; (e) opinions of Borrowers’ Counsel and local counsel, nor shall any such event occur as a result of making any Advances or applicable, to each Grantor, in form and substance satisfactory to the application of proceeds therefrom Lenders’ Counsel and the Original Administrative Agent, each acting reasonably, shall have been delivered to the Administrative Agent; (f) none of the undertaking, property or assets of any of the Grantors shall be subject to any Liens other than (i) Permitted Encumbrances or (ii) Liens with respect to which the Administrative Agent shall have received satisfactory evidence of the repayment of the underlying obligation and fully executed discharges and releases thereof (in registrable form where appropriate), and each of the Grantors shall have delivered to the Administrative Agent a Permitted Encumbrance Certificate if any of the undertaking, property or assets of such Grantor is subject to any registered Liens; (g) the Borrowers shall have paid all fees and expenses relating to the Facility provided for in this Agreement as set out in Section 2.14 and any other Loan Document, to the extent then owing; (h) each Security Document required to be delivered a certificate of their respective senior officers on the Closing Date shall have been registered, filed, recorded or otherwise perfected in the manner required by the law applicable to such effectSecurity Document to the satisfaction of the Administrative Agent and Lenders’ Counsel, each acting reasonably. Each of the Grantors shall have delivered to the Administrative Agent all certificates evidencing all of the Pledged Shares required to be pledged pursuant to Section 9.1(p)(i)(A)(ii), together with such stock powers, powers of transfer or such other instruments or documents and such actions taken as the Administrative Agent shall deem necessary or desirable, acting reasonably, to perfect its first priority security interest in such Pledged Shares, provided such Pledged Shares are in certificated form or, if such Pledged Shares are not in certificated form, the issuer of such Pledged Shares shall have entered into a securities control agreement with the Administrative Agent, in form and substance satisfactory to the Administrative Agent and Lenders’ Counsel, each acting reasonably; and (ei) Celestica shall have delivered to the Administrative Agent an Officer’s Certificate certifying as of the Closing Date: (i) as to the matters in Section 6.1(c) and 6.1(d); and (ii) that the applicable schedule attached to such Officer’s Certificate sets out a complete list of (A) all proceedings Material Restricted Subsidiaries and the jurisdiction of formation for each such Material Restricted Subsidiary; (B) all Restricted Subsidiaries (other than Material Restricted Subsidiaries) and the jurisdiction of formation of each such Restricted Subsidiary; and (C) all Grantors and (x) the jurisdiction of formation of each such Grantor, and (y) each province and/or state in which each such Grantor’s tangible assets in Canada and the United States of America are located. The conditions set forth in this Section 6.1 are inserted for the sole benefit of the Lenders and may be waived by the Administrative Agent on behalf of the Lenders in whole or in part, with or without terms or conditions. Prior to be taken by waiving any condition set forth in this Section 6.1, the Administrative Agent shall consult with the Joint Lead Arrangers and shall act reasonably given the views of each of the Original Borrowers, the Investors Committee under and as defined in the Framework Agreement, the Investors and each Joint Lead Arrangers with respect of the parties to the Project Documents entered into in connection with the Original Borrowers’ Projects, as applicable in connection with the transactions contemplated by this Commitment Agreement and under such Project Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received copies of all documents (not otherwise required under this Section 4.1) from each of the Borrowers which the Lender may reasonably request in connection with said transactionswaiver.

Conditions for Closing. The following conditions shall be satisfied by the Borrowers on or prior to the first Drawdown under the Project Mortgages established as of the Effective DateClosing: (a) this Commitment Agreement, in form and on terms satisfactory to the Lender, each Grantor shall have been duly authorized, executed and delivered to the Lender by Administrative Agent each of the Original Borrowers Loan Documents to which it is a party including: (i) (x) a confirmation of its Guarantee if such Grantor has previously provided a Guarantee or, (y) a Guarantee; (ii) confirmation of all Security Documents required to be delivered pursuant to the terms of the Existing Credit Agreement; and (iii) in the case of the Borrowers, this Agreement; and each such Loan Document shall constitute a legal, valid and binding obligations obligation of each of the Original Borrowerssuch Grantor, enforceable against such Grantor in accordance with its terms; (b) each Grantor shall have delivered to the Administrative Agent: (i) a certified copy of its Organic Documents; (ii) a certified copy of the conditions precedent resolutions authorizing it to enter into, execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder; (iii) a certificate as to the incumbency of its officers signing the Loan Documents to which it is a party; and (iv) a certificate of status, good standing or like certificate with respect to a Project Mortgage shall be met to such Grantor issued by the satisfaction appropriate government officials of the Lender with respect to each jurisdiction of the Original Borrowers, and the Project Mortgage Commitments made to the Borrowers in respect of the Original Borrowers’ Projectsits incorporation; (c) the representations and warranties set forth in Section 6.1 shall be true and correct in all material respects on and as of the Effective Date, (other than those made as of an earlier date, each of which shall be true and correct in all material respects on and as of such earlier date) both before and after giving effect to any Drawdown of an Advance on such date and to the application of proceeds therefrom, by reference to the facts and circumstances then existing and the Original Borrowers there shall have delivered a certificate of their respective senior officers to such effectbeen no Material Adverse Change since December 31, 2008; (d) no Default or Event of Default shall have occurred and be continuing; (e) opinions of Borrowers’ Counsel and local counsel, nor shall any such event occur as a result of making any Advances or applicable, to each Grantor, in form and substance satisfactory to the application of proceeds therefrom Lenders’ Counsel and the Original Administrative Agent, each acting reasonably, shall have been delivered to the Administrative Agent; (f) none of the undertaking, property or assets of any of the Grantors shall be subject to any Liens other than (i) Permitted Encumbrances or (ii) Liens with respect to which the Administrative Agent shall have received satisfactory evidence of the repayment of the underlying obligation and fully executed discharges and releases thereof (in registrable form where appropriate), and each of the Grantors shall have delivered to the Administrative Agent a Permitted Encumbrance Certificate if any of the undertaking, property or assets of such Grantor is subject to any registered Liens; (g) the Borrowers shall have paid all fees and expenses relating to the Facility provided for in this Agreement as set out in Section 2.14 and any other Loan Document, to the extent then owing; (h) each Security Document required to be delivered a certificate of their respective senior officers or remain in place on the Closing Date shall have been registered, filed, recorded or otherwise perfected in the manner required by the law applicable to such effectSecurity Document to the satisfaction of the Administrative Agent and Lenders’ Counsel, each acting reasonably. Each of the Grantors shall have delivered to the Administrative Agent all certificates evidencing all of the Pledged Shares required to be pledged pursuant to the provisions of the Existing Credit Agreement, together with such stock powers, powers of transfer or such other instruments or documents and such actions taken as the Administrative Agent shall deem necessary or desirable, acting reasonably, to perfect its first priority security interest in such Pledged Shares, provided such Pledged Shares are in certificated form or, if such Pledged Shares are not in certificated form, the issuer of such Pledged Shares shall have entered into a securities control agreement with the Administrative Agent, in form and substance satisfactory to the Administrative Agent and Lenders’ Counsel, each acting reasonably; and (ei) Celestica shall have delivered to the Administrative Agent an Officer’s Certificate certifying as of the Closing Date: (i) as to the matters in Section 6.1(c) and 6.1(d); and (ii) that the applicable schedule attached to such Officer’s Certificate sets out a complete list of (A) all proceedings Material Restricted Subsidiaries and the jurisdiction of formation for each such Material Restricted Subsidiary; (B) all Restricted Subsidiaries (other than Material Restricted Subsidiaries) and the jurisdiction of formation of each such Restricted Subsidiary; and (C) all Grantors and (x) the jurisdiction of formation of each such Grantor, and (y) each province and/or state in which each such Grantor’s tangible assets in Canada and the United States of America are located. The conditions set forth in this Section 6.1 are inserted for the sole benefit of the Lenders and may be waived by the Administrative Agent on behalf of the Lenders in whole or in part, with or without terms or conditions. Prior to be taken by waiving any condition set forth in this Section 6.1, the Administrative Agent shall consult with the Co-Lead Arrangers and shall act reasonably given the views of each of the Original Borrowers, the Investors Committee under and as defined in the Framework Agreement, the Investors and each Co-Lead Arrangers with respect of the parties to the Project Documents entered into in connection with the Original Borrowers’ Projects, as applicable in connection with the transactions contemplated by this Commitment Agreement and under such Project Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received copies of all documents (not otherwise required under this Section 4.1) from each of the Borrowers which the Lender may reasonably request in connection with said transactionswaiver.

Conditions for Closing. The following conditions shall be satisfied by the Borrowers on or prior to the first Drawdown under the Project Mortgages established as of the Effective DateClosing: (a) this Commitment Agreement, in form and on terms satisfactory to the Lender, each Grantor shall have been duly authorized, executed and delivered to the Lender by Administrative Agent each of the Original Borrowers Loan Documents to which it is a party including: (i) (x) a confirmation of its Guarantee if such Grantor has previously provided a Guarantee or, (y) a Guarantee; (ii) confirmation of all Security Documents required to be delivered pursuant to the terms of the Existing Credit Agreement; and (iii) in the case of the Borrowers, this Agreement; and each such Loan Document shall constitute a legal, valid and binding obligations obligation of each of the Original Borrowerssuch Grantor, enforceable against such Grantor in accordance with its terms; (b) each Grantor shall have delivered to the Administrative Agent: (i) a certified copy of its Organic Documents; (ii) a certified copy of the conditions precedent resolutions authorizing it to enter into, execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder; (iii) a certificate as to the incumbency of its officers signing the Loan Documents to which it is a party; and (iv) a certificate of status, good standing or like certificate with respect to a Project Mortgage shall be met to such Grantor issued by the satisfaction appropriate government officials of the Lender with respect to each jurisdiction of the Original Borrowers, and the Project Mortgage Commitments made to the Borrowers in respect of the Original Borrowers’ Projectsits incorporation; (c) the representations and warranties set forth in Section 6.1 shall be true and correct in all material respects on and as of the Effective Date, (other than those made as of an earlier date, each of which shall be true and correct in all material respects on and as of such earlier date) both before and after giving effect to any Drawdown of an Advance on such date and to the application of proceeds therefrom, by reference to the facts and circumstances then existing and the Original Borrowers there shall have delivered a certificate of their respective senior officers to such effectbeen no Material Adverse Change since December 31, 2013; (d) no Default or Event of Default shall have occurred and be continuing; (e) opinions of Borrowers’ Counsel and local counsel, nor shall any such event occur as a result of making any Advances or applicable, to each Grantor, in form and substance satisfactory to the application of proceeds therefrom Lenders’ Counsel and the Original Administrative Agent, each acting reasonably, shall have been delivered to the Administrative Agent; (f) none of the undertaking, property or assets of any of the Grantors shall be subject to any Liens other than (i) Permitted Encumbrances or (ii) Liens with respect to which the Administrative Agent shall have received satisfactory evidence of the repayment of the underlying obligation and fully executed discharges and releases thereof (in registrable form where appropriate), and each of the Grantors shall have delivered to the Administrative Agent a Permitted Encumbrance Certificate if any of the undertaking, property or assets of such Grantor is subject to any registered Liens; (g) the Borrowers shall have paid all fees and expenses relating to the Facility provided for in this Agreement as set out in Section 2.14 and any other Loan Document, to the extent then owing; (h) each Security Document required to be delivered a certificate of their respective senior officers or remain in place on the Closing Date shall have been registered, filed, recorded or otherwise perfected in the manner required by the law applicable to such effectSecurity Document to the satisfaction of the Administrative Agent and Lenders’ Counsel, each acting reasonably. Each of the Grantors shall have delivered to the Administrative Agent all certificates evidencing all of the Pledged Shares required to be pledged pursuant to the provisions of the Existing Credit Agreement, together with such stock powers, powers of transfer or such other instruments or documents and such actions taken as the Administrative Agent shall deem necessary or desirable, acting reasonably, to perfect its first priority security interest in such Pledged Shares, provided such Pledged Shares are in certificated form or, if such Pledged Shares are not in certificated form, the issuer of such Pledged Shares shall have entered into a securities control agreement with the Administrative Agent, in form and substance satisfactory to the Administrative Agent and Lenders’ Counsel, each acting reasonably; (i) Celestica shall have delivered to the Administrative Agent an Officer’s Certificate certifying as of the Closing Date: (i) as to the matters in Section 6.1(c) and 6.1(d); and (eii) that the applicable schedule attached to such Officer’s Certificate sets out a complete list of (A) all proceedings Material Restricted Subsidiaries and the jurisdiction of formation for each such Material Restricted Subsidiary; (B) all Restricted Subsidiaries (other than Material Restricted Subsidiaries) and the jurisdiction of formation of each such Restricted Subsidiary; and (C) all Grantors and (x) the jurisdiction of formation of each such Grantor, and (y) each province and/or state in which each such Grantor’s tangible assets in Canada and the United States of America are located; (j) Celestica shall have delivered to the Administrative Agent a certificate of an authorized officer with respect to insurance described in Section 9.01(h); and (k) the Lenders shall have received all applicable “know-your-client” and anti-money laundering rules and regulations information reasonably requested by the Lenders. The conditions set forth in this Section 6.1 are inserted for the sole benefit of the Lenders and may be taken waived by the Administrative Agent on behalf of the Lenders in whole or in part, with or without terms or conditions. Prior to waiving any condition set forth in this Section 6.1, the Administrative Agent shall consult with the Co-Lead Arrangers and shall act reasonably given the views of each of the Original Borrowers, the Investors Committee under and as defined in the Framework Agreement, the Investors and each Co-Lead Arrangers with respect of the parties to the Project Documents entered into in connection with the Original Borrowers’ Projects, as applicable in connection with the transactions contemplated by this Commitment Agreement and under such Project Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received copies of all documents (not otherwise required under this Section 4.1) from each of the Borrowers which the Lender may reasonably request in connection with said transactionswaiver.

Conditions for Closing. The following conditions shall be satisfied by the Borrowers on or prior to the first Drawdown under the Project Mortgages established as of the Effective DateClosing: (a) this Commitment Agreement, in form and on terms satisfactory to the Lender, each Grantor shall have been duly authorized, executed and delivered to the Lender by Administrative Agent each of the Original Borrowers Loan Documents to which it is a party including: (i) (x) a confirmation of its Guarantee if such Grantor has previously provided a Guarantee or, (y) a Guarantee; (ii) confirmation of all Security Documents required to be delivered pursuant to the terms of the Existing Credit Agreement; and (iii) in the case of the Borrowers, this Agreement; and each such Loan Document shall constitute a legal, valid and binding obligations obligation of each of the Original Borrowerssuch Grantor, enforceable against such Grantor in accordance with its terms; (b) each Grantor shall have delivered to the Administrative Agent: (i) a certified copy of its Organic Documents; (ii) a certified copy of the conditions precedent resolutions authorizing it to enter into, execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder; (iii) a certificate as to the incumbency of its officers signing the Loan Documents to which it is a party; and (iv) a certificate of status, good standing or like certificate with respect to a Project Mortgage shall be met to such Grantor issued by the satisfaction appropriate government officials of the Lender with respect to each jurisdiction of the Original Borrowers, and the Project Mortgage Commitments made to the Borrowers in respect of the Original Borrowers’ Projectsits incorporation; (c) the representations and warranties set forth in Section 6.1 shall be true and correct in all material respects on and as of the Effective Date, (other than those made as of an earlier date, each of which shall be true and correct in all material respects on and as of such earlier date) both before and after giving effect to any Drawdown of an Advance on such date and to the application of proceeds therefrom, by reference to the facts and circumstances then existing and the Original Borrowers there shall have delivered a certificate of their respective senior officers to such effectbeen no Material Adverse Change since December 31, 2009; (d) no Default or Event of Default shall have occurred and be continuing; (e) opinions of Borrowers’ Counsel and local counsel, nor shall any such event occur as a result of making any Advances or applicable, to each Grantor, in form and substance satisfactory to the application of proceeds therefrom Lenders’ Counsel and the Original Administrative Agent, each acting reasonably, shall have been delivered to the Administrative Agent; (f) none of the undertaking, property or assets of any of the Grantors shall be subject to any Liens other than (i) Permitted Encumbrances or (ii) Liens with respect to which the Administrative Agent shall have received satisfactory evidence of the repayment of the underlying obligation and fully executed discharges and releases thereof (in registrable form where appropriate), and each of the Grantors shall have delivered to the Administrative Agent a Permitted Encumbrance Certificate if any of the undertaking, property or assets of such Grantor is subject to any registered Liens; (g) the Borrowers shall have paid all fees and expenses relating to the Facility provided for in this Agreement as set out in Section 2.14 and any other Loan Document, to the extent then owing; (h) each Security Document required to be delivered a certificate of their respective senior officers or remain in place on the Closing Date shall have been registered, filed, recorded or otherwise perfected in the manner required by the law applicable to such effectSecurity Document to the satisfaction of the Administrative Agent and Lenders’ Counsel, each acting reasonably. Each of the Grantors shall have delivered to the Administrative Agent all certificates evidencing all of the Pledged Shares required to be pledged pursuant to the provisions of the Existing Credit Agreement, together with such stock powers, powers of transfer or such other instruments or documents and such actions taken as the Administrative Agent shall deem necessary or desirable, acting reasonably, to perfect its first priority security interest in such Pledged Shares, provided such Pledged Shares are in certificated form or, if such Pledged Shares are not in certificated form, the issuer of such Pledged Shares shall have entered into a securities control agreement with the Administrative Agent, in form and substance satisfactory to the Administrative Agent and Lenders’ Counsel, each acting reasonably; and (ei) Celestica shall have delivered to the Administrative Agent an Officer’s Certificate certifying as of the Closing Date: (i) as to the matters in Section 6.1(c) and 6.1(d); and (ii) that the applicable schedule attached to such Officer’s Certificate sets out a complete list of (A) all proceedings Material Restricted Subsidiaries and the jurisdiction of formation for each such Material Restricted Subsidiary; (B) all Restricted Subsidiaries (other than Material Restricted Subsidiaries) and the jurisdiction of formation of each such Restricted Subsidiary; and (C) all Grantors and (x) the jurisdiction of formation of each such Grantor, and (y) each province and/or state in which each such Grantor’s tangible assets in Canada and the United States of America are located. The conditions set forth in this Section 6.1 are inserted for the sole benefit of the Lenders and may be waived by the Administrative Agent on behalf of the Lenders in whole or in part, with or without terms or conditions. Prior to be taken by waiving any condition set forth in this Section 6.1, the Administrative Agent shall consult with the Co-Lead Arrangers and shall act reasonably given the views of each of the Original Borrowers, the Investors Committee under and as defined in the Framework Agreement, the Investors and each Co-Lead Arrangers with respect of the parties to the Project Documents entered into in connection with the Original Borrowers’ Projects, as applicable in connection with the transactions contemplated by this Commitment Agreement and under such Project Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received copies of all documents (not otherwise required under this Section 4.1) from each of the Borrowers which the Lender may reasonably request in connection with said transactionswaiver.

Conditions for Closing. The following conditions shall be satisfied by the Borrowers on or prior to the first Drawdown under the Project Mortgages established as of the Effective DateClosing: (a) this Commitment Agreement, in form and on terms satisfactory to the Lender, each Obligor shall have been duly authorized, executed and delivered to the Lender by Administrative Agent each of the Original Borrowers Loan Documents to which it is a party and each such Loan Document shall constitute a legal, valid and binding obligations obligation of each of the Original Borrowerssuch Obligor, enforceable against such Obligor in accordance with its terms; (b) each Obligor shall have delivered to the Administrative Agent: (i) a certified copy of its Organic Documents, (ii) a certified copy of the conditions precedent resolutions authorizing it to enter into, execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder; (iii) a certificate as to the incumbency of its officers signing the Loan Documents to which it is a party; and (iv) a certificate of status, good standing or like certificate with respect to a Project Mortgage shall be met to such Obligor issued by the satisfaction appropriate government officials of the Lender with respect to each jurisdiction of the Original Borrowers, and the Project Mortgage Commitments made to the Borrowers in respect of the Original Borrowers’ Projectsits incorporation; (c) the representations and warranties set forth in Section 6.1 shall be true and correct in all material respects on and as of the Effective Date, (other than those made as of an earlier date, each of which shall be true and correct in all material respects on and as of such earlier date) both before and after giving effect to any Drawdown of an Advance on such date and to the application of proceeds therefrom, by reference to the facts and circumstances then existing and the Original Borrowers there shall have delivered a certificate of their respective senior officers to such effectbeen no Material Adverse Change since September 30, 2002; (d) no Default or Event of Default shall have occurred and be continuing; (e) each Material Restricted Subsidiary shall have executed and delivered to the Administrative Agent (i) a confirmation of its Guarantee if previously provided in connection with the Existing Credit Agreement; or (ii) a Guarantee; (f) Celestica shall have executed and delivered to the Administrative Agent a confirmation of its Guarantee of the monetary Obligations of each Borrower (other than Celestica); (g) opinions of Borrowers' Counsel, nor and local counsel to each Guarantor, substantially in form of Schedule O, shall have been delivered to the Administrative Agent; (h) none of the undertaking, property or assets of the Borrowers or any of the Restricted Subsidiaries shall be subject to any Liens other than (i) Permitted Encumbrances or (ii) Liens with respect to which the Administrative Agent shall have received satisfactory evidence of the repayment of the underlying obligation and fully executed discharges and releases thereof and Celestica and each of the -61- Restricted Subsidiaries shall have delivered to the Administrative Agent a Permitted Encumbrance Certificate if any of the undertaking, property or assets of such event occur as a result of making Restricted Subsidiary is subject to any Advances or Liens; (i) the application of proceeds therefrom and the Original Borrowers shall have delivered a certificate of their respective senior officers paid all fees and expenses relating to such effectthe Facility provided for in this Agreement as set out in Section 2.14; and (ej) all proceedings amounts owing by the Borrowers to the Lenders and the Agents under the Senior Unsecured Credit Agreement shall have been fully repaid and such Senior Unsecured Credit Facility shall have been terminated and cancelled and shall cease to be taken of any further force and effect. The conditions set forth in this Section 6.1 are inserted for the sole benefit of the Lenders and may be waived by the Administrative Agent on behalf of the Lenders in whole or in part, with or without terms or conditions. Prior to waiving any condition set forth in this Section 6.1, the Administrative Agent shall consult with the Joint Lead Arrangers and shall act reasonably given the views of each of the Original Borrowers, the Investors Committee under and as defined in the Framework Agreement, the Investors and each of the parties Joint Lead Arrangers with respect to the Project Documents entered into in connection with the Original Borrowers’ Projects, as applicable in connection with the transactions contemplated by this Commitment Agreement and under such Project Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received copies of all documents (not otherwise required under this Section 4.1) from each of the Borrowers which the Lender may reasonably request in connection with said transactionswaiver.

Conditions for Closing. The Closing shall take place within two Business Days after satisfaction of the following conditions (collectively, the “Conditions”), provided, that Infinity Capital shall be satisfied by have the Borrowers on or prior right at any time to waive the first Drawdown under conditions set forth in Section 2.3 (c), (d) and (e). Each of the Project Mortgages established parties shall use its respective commercially reasonable efforts to satisfy the conditions to its obligations hereunder and to cause its representations and warranties to remain true and correct in all material respects as of the Effective Date:Closing. (a) this Commitment Agreement, in form and on terms satisfactory to the Lender, shall have been duly authorized, executed and delivered to the Lender by each Company at its Shareholders General Meeting has passed a resolution under Section 81 (1A) of the Original Borrowers Companies Act, 1956 approving the issue and shall constitute legal, valid and binding obligations of each allotment of the Original BorrowersSubscribed Shares to Infinity Capital on the terms contained in this Agreement (the “Shareholder Resolution”); (b) each the Company has obtained the requisite approval from the Central Government (Foreign Investment Promotion Board) for issue and allotment of the conditions precedent with respect Subscribed Shares to a Project Mortgage shall be met to the satisfaction of the Lender with respect to each of the Original Borrowers, and the Project Mortgage Commitments made to the Borrowers in respect of the Original Borrowers’ ProjectsInfinity Capital; (c) the Company shall have delivered and Infinity Capital shall have received an opinion of counsel addressed to Infinity Capital and dated as of the Closing, substantially in the form of Exhibit C; (d) all the covenants and agreements set forth in this Agreement to be performed by the Company on or before the Closing shall have been performed in all material respects; (e) (i) the representations and warranties made by the Company in this Agreement shall have been true and correct in all material respects when made and as of the Closing and (ii) the Company shall deliver an executed officer’s certificate to that effect; provided, however, that the Condition set forth in Section 6.1 clause (i) shall be deemed to be satisfied notwithstanding the failure of any representation to be true and correct in all material respects on and as of the Effective DateClosing in the event that such failure results from any action, event or occurrence beyond the control of the Company. (other than those made as f) no court or governmental or regulatory authority of an earlier date, each of which shall be true and correct in all material respects on and as of such earlier date) both before and after giving effect to any Drawdown of an Advance on such date and to the application of proceeds therefrom, by reference to the facts and circumstances then existing and the Original Borrowers competent jurisdiction shall have delivered a certificate enacted, issued, promulgated, enforced or entered any order which is in effect and makes SV 481355.2 illegal or prohibits the consummation of their respective senior officers to such effect; (d) no Default or Event of Default shall have occurred and be continuing, nor shall any such event occur as a result of making any Advances or the application of proceeds therefrom and the Original Borrowers shall have delivered a certificate of their respective senior officers to such effect; and (e) all proceedings to be taken by each of the Original Borrowers, the Investors Committee under and as defined in the Framework Agreement, the Investors and each of the parties to the Project Documents entered into in connection with the Original Borrowers’ Projects, as applicable in connection with the transactions contemplated by this Commitment Agreement and under such Project Documents shall be reasonably satisfactory in form and substance to Agreement; provided that the Lender, and the Lender Company shall have received copies used reasonable efforts to obtain the removal of all documents (not otherwise required under this Section 4.1) from each of any order if such order is against the Borrowers which the Lender may reasonably request in connection with said transactionsCompany.

Conditions for Closing. The following conditions shall be satisfied by the Borrowers on or prior to the first Drawdown under the Project Mortgages established as of the Effective Closing Date: (a) this Commitment Agreement, the Borrower will have delivered to the Lender a Net Worth Statement in form and on terms substance reasonably satisfactory to the Lender; (b) the Lender shall have made such investigation of the business and affairs of the Borrower and of the Corporation and the security to be provided to under the Credit Facility as it deems appropriate (and the Borrower shall have cooperated with the Lender in such investigation) and, the Lender in its sole discretion, shall be satisfied therewith; (c) this Credit Facility Documents shall have been duly authorizedauthorized (in the case of the Guarantors), executed and delivered to the Lender by each of the Original Borrowers applicable Obligor and shall constitute legal, valid valid, binding and binding enforceable obligations of the Obligors. (d) each Guarantor shall have delivered to the Lender certified copies of its partnership agreement, constating documents and borrowing by-laws, the Original Borrowersresolutions authorizing the Credit Facility Document to which it is a party, the incumbency of its signing officers signing the Credit Facility Documents to which it is a party and any documents to be provided by its pursuant to the provisions hereof; (b) each of the conditions precedent with respect to a Project Mortgage shall be met to the satisfaction of the Lender with respect to each of the Original Borrowers, and the Project Mortgage Commitments made to the Borrowers in respect of the Original Borrowers’ Projects; (ce) the representations and warranties set forth in Section 6.1 8.1 shall be true and correct accurate in all material respects on and as of the Effective Date, (other than those made as of an earlier date, each of which shall be true and correct in all material respects on and as of such earlier date) both before and after giving effect to any Drawdown of an Advance on such date and to the application of proceeds therefrom, Closing Date by reference to the facts and circumstances then existing and the Original Borrowers shall have delivered a certificate of their respective senior officers to such effectexisting; (df) no Default or Event of Default shall have occurred and be continuing, continuing nor shall any such event occur as a result of making any Advances entering into of the Credit Facility Documents or the application Drawdowns to be made on the Closing Date; (g) there shall have been delivered to the Lender an opinion or opinions of proceeds therefrom Borrowers' counsel dated the Closing Date as to the matters set forth in Schedule G, in form and terms satisfactory to the Original Borrowers Lender and Lender's Counsel; (h) the Borrower shall have delivered to the Lender a certificate duly executed power of their respective senior officers attorney in respect of the Specified Options in the form of Schedule C to such effect; andthe Borrower's Security Agreement together with undated irrevocable elections in respect of the Specified Options duly executed by the Borrower, in each case, with signatures guaranteed in a manner satisfactory to the Lender; (ei) all registrations and filings shall have been made which the Lender determines to be necessary or advisable to preserve and protect the security under the Security Documents; (j) the Borrower shall have paid the Commitment Fee to the Lender; (k) all proceedings to be taken by each of the Original Borrowers, the Investors Committee under and as defined in the Framework Agreement, the Investors and each of the parties to the Project Documents entered into in connection with the Original Borrowers’ Projects, as applicable in connection with the transactions contemplated by this Commitment Agreement and under such Project Documents the Credit Facility Document shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received copies of all documents (not otherwise required under this Section 4.1) from each of the Borrowers which the Lender may reasonably request in connection with said transactionstransactions and copies of the records of all corporate proceedings in connection therewith in form and substance reasonably satisfactory to the Lender; (l) the Borrower shall have delivered to the Lender a copy of his birth certificate; (m) the Borrower shall have delivered a currently dated certificate issued by the Ontario and British Columbia Securities Commissions certifying that the Corporation is a reporting issuer under the Ontario and British Columbia Securities Acts and is not in default by any requirements of such acts or the regulations thereunder; and (n) the Borrower shall have delivered a certificate of the registrar and transfer agent of the Corporation dated the Closing Date certifying the number and class of all then outstanding shares of the Corporation and securities convertible into or exchangeable or exercisable for shares of the Corporation.

Conditions for Closing. The following conditions shall be satisfied by the Borrowers on or prior in order for this Agreement to the first Drawdown under the Project Mortgages established as of the Effective Datebe effective: (a) this Commitment Agreement, in form and on terms satisfactory to the Lender, each Grantor shall have been duly authorized, executed and delivered to the Lender by Administrative Agent each of the Original Borrowers Loan Documents to which it is a party including: (i) (x) a confirmation of its Guarantee if such Grantor has previously provided a Guarantee or, (y) a Guarantee; (ii) confirmation of all Security Documents required to be delivered pursuant to the terms of the Existing Credit Agreement; and (iii) in the case of the Borrowers, this Agreement; and each such Loan Document shall constitute a legal, valid and binding obligations obligation of each of the Original Borrowerssuch Grantor, enforceable against such Grantor in accordance with its terms; (b) each Grantor shall have delivered to the Administrative Agent: (i) a certified copy of its Organic Documents; (ii) a certified copy of the conditions precedent resolutions authorizing it to enter into, execute and deliver the Loan Documents to which it is a party and to perform its obligations thereunder; (iii) a certificate as to the incumbency of its officers signing the Loan Documents to which it is a party; and (iv) a certificate of status, good standing or like certificate with respect to a Project Mortgage shall be met to such Grantor issued by the satisfaction appropriate government officials of the Lender with respect to each jurisdiction of the Original Borrowers, and the Project Mortgage Commitments made to the Borrowers in respect of the Original Borrowers’ Projectsits incorporation; (c) the representations and warranties set forth in Section 6.1 shall be true and correct in all material respects on and as of the Effective Date, (other than those made as of an earlier date, each of which shall be true and correct in all material respects on and as of such earlier date) both before and after giving effect to any Drawdown of an Advance on such date and to the application of proceeds therefrom, by reference to the facts and circumstances then existing and the Original Borrowers there shall have delivered a certificate of their respective senior officers to such effectbeen no Material Adverse Change since December 31, 2014; (d) no Default or Event of Default shall have occurred and be continuing; (e) opinions of Borrowers’ Counsel and local counsel, nor shall any such event occur as a result of making any Advances or applicable, to each Grantor, in form and substance satisfactory to the application of proceeds therefrom Lenders’ Counsel and the Original Administrative Agent, each acting reasonably, shall have been delivered to the Administrative Agent; (f) none of the undertaking, property or assets of any of the Grantors shall be subject to any Liens other than (i) Permitted Encumbrances or (ii) Liens with respect to which the Administrative Agent shall have received satisfactory evidence of the repayment of the underlying obligation and fully executed discharges and releases thereof (in registrable form where appropriate), and each of the Grantors shall have delivered to the Administrative Agent a Permitted Encumbrance Certificate if any of the undertaking, property or assets of such Grantor is subject to any registered Liens; (g) the Borrowers shall have paid all fees and expenses relating to the Facilities provided for in this Agreement as set out in Section 2.19 and any other Loan Document, to the extent then owing; (h) each Security Document required to be delivered a certificate of their respective senior officers or remain in place on the Closing Date shall have been registered, filed, recorded or otherwise perfected in the manner required by the law applicable to such effectSecurity Document to the satisfaction of the Administrative Agent and Lenders’ Counsel, each acting reasonably. Each of the Grantors shall have delivered to the Administrative Agent all certificates evidencing all of the Pledged Shares required to be pledged pursuant to the provisions of the Existing Credit Agreement, together with such stock powers, powers of transfer or such other instruments or documents and such actions taken as the Administrative Agent shall deem necessary or desirable, acting reasonably, to perfect its first priority security interest in such Pledged Shares, provided such Pledged Shares are in certificated form or, if such Pledged Shares are not in certificated form, the issuer of such Pledged Shares shall have entered into a securities control agreement with the Administrative Agent, in form and substance satisfactory to the Administrative Agent and Lenders’ Counsel, each acting reasonably; (i) Celestica shall have delivered to the Administrative Agent an Officer’s Certificate certifying as of the Closing Date: (i) as to the matters in Section 6.1(c) and 6.1(d); and (eii) that the applicable schedule attached to such Officer’s Certificate sets out a complete list of (A) all proceedings Material Restricted Subsidiaries and the jurisdiction of formation for each such Material Restricted Subsidiary; (B) all Restricted Subsidiaries (other than Material Restricted Subsidiaries) and the jurisdiction of formation of each such Restricted Subsidiary; and (C) all Grantors and (x) the jurisdiction of formation of each such Grantor, and (y) each province and/or state in which each such Grantor’s tangible assets in Canada and the United States of America are located; (j) Celestica shall have delivered to the Administrative Agent a certificate of an authorized officer with respect to insurance described in Section 9.1(h); and (k) the Lenders shall have received all applicable “know-your-client” and anti-money laundering rules and regulations information reasonably requested by the Lenders. The conditions set forth in this Section 6.1 are inserted for the sole benefit of the Lenders and may be taken waived by the Administrative Agent on behalf of the Lenders in whole or in part, with or without terms or conditions. Prior to waiving any condition set forth in this Section 6.1, the Administrative Agent shall consult with the Co-Lead Arrangers and shall act reasonably given the views of each of the Original Borrowers, the Investors Committee under and as defined in the Framework Agreement, the Investors and each Co-Lead Arrangers with respect of the parties to the Project Documents entered into in connection with the Original Borrowers’ Projects, as applicable in connection with the transactions contemplated by this Commitment Agreement and under such Project Documents shall be reasonably satisfactory in form and substance to the Lender, and the Lender shall have received copies of all documents (not otherwise required under this Section 4.1) from each of the Borrowers which the Lender may reasonably request in connection with said transactionswaiver.

Conditions for Closing. The Closing shall take place within two Business Days after satisfaction of the following conditions (collectively, the “Conditions”), provided, that Infinity Capital shall be satisfied by have the Borrowers on or prior right at any time to waive the first Drawdown under conditions set forth in Section 2.3 (c), (d) and (e). Each of the Project Mortgages established parties shall use its respective commercially reasonable efforts to satisfy the conditions to its obligations hereunder and to cause its representations and warranties to remain true and correct in all material respects as of the Effective Date:Closing. (a) this Commitment Agreement, in form and on terms satisfactory to the Lender, shall have been duly authorized, executed and delivered to the Lender by each Company at its Shareholders General Meeting has passed a resolution under Section 81 (1A) of the Original Borrowers Companies Act, 1956 approving the issue and shall constitute legal, valid and binding obligations of each allotment of the Original BorrowersSubscribed Shares to Infinity Capital on the terms contained in this Agreement (the “Shareholder Resolution”); (b) each the Company has obtained the requisite approval from the Central Government (Foreign Investment Promotion Board) for issue and allotment of the conditions precedent with respect Subscribed Shares to a Project Mortgage shall be met to the satisfaction of the Lender with respect to each of the Original Borrowers, and the Project Mortgage Commitments made to the Borrowers in respect of the Original Borrowers’ ProjectsInfinity Capital; (c) the Company shall have delivered and Infinity Capital shall have received an opinion of counsel addressed to Infinity Capital and dated as of the Closing, substantially in the form of Exhibit C; (d) all the covenants and agreements set forth in this Agreement to be performed by the Company on or before the Closing shall have been performed in all material respects; (e) (i) the representations and warranties made by the Company in this Agreement shall have been true and correct in all material respects when made and as of the Closing and (ii) the Company shall deliver an executed officer’s certificate to that effect; provided, however, that the Condition set forth in Section 6.1 clause (i) shall be deemed to be satisfied notwithstanding the failure of any representation to be true and correct in all material respects on and as of the Effective DateClosing in the event that such failure results from any action, event or occurrence beyond the control of the Company. (other than those made as f) no court or governmental or regulatory authority of an earlier date, each of which shall be true and correct in all material respects on and as of such earlier date) both before and after giving effect to any Drawdown of an Advance on such date and to the application of proceeds therefrom, by reference to the facts and circumstances then existing and the Original Borrowers competent jurisdiction shall have delivered a certificate enacted, issued, promulgated, enforced or entered any order which is in effect and makes illegal or prohibits the consummation of their respective senior officers to such effect; (d) no Default or Event of Default shall have occurred and be continuing, nor shall any such event occur as a result of making any Advances or the application of proceeds therefrom and the Original Borrowers shall have delivered a certificate of their respective senior officers to such effect; and (e) all proceedings to be taken by each of the Original Borrowers, the Investors Committee under and as defined in the Framework Agreement, the Investors and each of the parties to the Project Documents entered into in connection with the Original Borrowers’ Projects, as applicable in connection with the transactions contemplated by this Commitment Agreement and under such Project Documents shall be reasonably satisfactory in form and substance to Agreement; provided that the Lender, and the Lender Company shall have received copies used reasonable efforts to obtain the removal of all documents (not otherwise required under this Section 4.1) from each of any order if such order is against the Borrowers which the Lender may reasonably request in connection with said transactionsCompany.