Common use of Other Lenders' Participation Clause in Contracts

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing Bank) in their respective Main Facility Rateable Portions. Each Canadian Lender shall, to the extent of its Main Facility Rateable Portion, be deemed irrevocably to have participated in the issuance of the Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank for Reimbursement Obligations which have not been reimbursed by Celestica in accordance with Section 3.4 or which have been reimbursed by Celestica but must be returned, restored or disgorged by the Issuing Bank for any reason and each Canadian Lender shall, to the extent of its Main Facility Rateable Portion, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion of the fee received by the Administrative Agent with respect to each Letter of Credit payable pursuant to Section 3.8(b). In the event that Celestica shall fail to reimburse the Issuing Bank or if for any reason Advances shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 and in an amount equal to the amount of any drawing on or by the Issuing Bank under a Letter of Credit, or in the event the Issuing Bank must, for any reason, return, restore or disgorge such reimbursement, the Issuing Bank shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit. Each Canadian Lender shall make available to the Issuing Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit in same day or immediately available funds at the office of the Issuing Bank specified in such notice not later than 10:00 a.m. local time on the Banking Day after the date notified by the Issuing Bank. In the event that any Canadian Lender fails to make available to the Issuing Bank the amount of such Canadian Lender’s participation in such Letter of Credit as provided herein, the Issuing Bank shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a daily rate consistent with market practice. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any amounts made available by such Canadian Lender to the Issuing Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit by the Issuing Bank in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Bank. The Issuing Bank shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such other Canadian Lender’s Main Facility Rateable Portion of all payments received by the Issuing Bank from Celestica in reimbursement of drawings honoured by the Issuing Bank under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 4.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage (unless the Issuer shall have received written notice that the conditions precedent to the issuance of such Letter of Credit had not occurred prior to such issuance), be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the applicable Borrower in accordance with Section 3.4 4.5, or which have been reimbursed by Celestica the applicable Borrower but must be returned, restored or disgorged by the Issuing Bank Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.3, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the applicable Borrower shall fail to reimburse the Issuing Bank Issuer, or if for any reason Advances Revolving Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 4.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing BankIssuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank Issuer specified in such notice not later than 10:00 a.m. local time A.M., New York time, on the Banking Business Day after the date the Lenders are notified by the Issuing BankIssuer. In the event that any Canadian Lender fails to make available to the Issuing Bank Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a daily rate consistent the Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Prime Rate plus 2%. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank Issuer any amounts made available by such Canadian Lender to the Issuing Bank Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing BankIssuer. The Issuing Bank Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank Issuer such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by the Issuing Bank Issuer from Celestica the applicable Borrower in reimbursement of drawings honoured honored by the Issuing Bank Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing Bank) in their respective Main Facility Rateable Portions. Each Canadian Lender shall, to the extent of its Main Facility Rateable Portion, be deemed irrevocably to have participated in the issuance of the Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank for Reimbursement Obligations which have not been reimbursed by Celestica in accordance with Section 3.4 or which have been reimbursed by Celestica but must be returned, restored or disgorged by the Issuing Bank for any reason and each Canadian Lender shall, to the extent of its Main Facility Rateable Portion, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion of the fee received by the Administrative Agent with respect to each Letter of Credit payable pursuant to Section 3.8(b). In the event that Celestica shall fail to reimburse the Issuing Bank or if for any reason Advances shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 and in an amount equal to the amount of any drawing on or by the Issuing Bank under a Letter of Credit, or in the event the Issuing Bank must, for any reason, return, restore or disgorge such reimbursement, the Issuing Bank shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit. Each Canadian Lender shall make available to the Issuing Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit in same day or immediately available funds at the office of the Issuing Bank specified in such notice not later than 10:00 a.m. local time on the Banking Day after the date notified by the Issuing Bank. In the event that any Canadian Lender fails to make available to the Issuing Bank the amount of such Canadian Lender’s participation in such Letter of Credit as provided herein, the Issuing Bank shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a daily rate consistent with market practice. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any amounts made available by such Canadian Lender to the Issuing Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit by the Issuing Bank in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Bank. The Issuing Bank shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such other Canadian Lender’s Main Facility Rateable Portion of all payments received by the Issuing Bank from Celestica in reimbursement of drawings honoured by the Issuing Bank under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 2.11(b) shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentage Shares. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage Share, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 2.11(e), or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage Share, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee Letter of Credit Fee received by the Administrative Agent pursuant to Section 2.5(c), with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank any Issuer, or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 2.11(e) and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank such Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and of such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of Creditparticipation therein. Each Canadian Lender shall make available to the Issuing Banksuch Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank such Issuer specified in such notice not later than 10:00 a.m. local time 11:00 a.m., Central time, on the Banking Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by the Issuing Banksuch Issuer. In the event that any Canadian Lender fails to make available to the Issuing Bank such Issuer the amount of such Canadian Lender’s participation in such Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily average Federal Funds Rate for three (3) Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the interest rate consistent with market practiceapplicable to ABR Loans plus two percent (2%). Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank such Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank such Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful willful misconduct on the part of the Issuing Banksuch Issuer. The Issuing Bank Each Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such Issuer such other Canadian Lender’s Main Facility Rateable Portion Percentage Share of all payments received by such Issuer from the Issuing Bank from Celestica Borrower in reimbursement of drawings honoured honored by the Issuing Bank such Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 4.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender (x) shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 4.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank Issuer for any reason reason, or (y) in the case of an LOC Liquidity Disbursement, shall participate in such LOC Liquidity Disbursement in accordance with the terms of the Enhancement Letter of Credit Application and each Canadian Agreement relating thereto. Each Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.4 with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica (a) the Borrower shall fail to reimburse the Issuing Bank Issuer, or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 4.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank Issuer under a Letter of CreditCredit issued by it, or in (b) the event the Issuing Bank must, Issuer must for any reason, return, restore reason return or disgorge such reimbursementreimbursement or (c) an LOC Liquidity Disbursement has occurred, the Issuing Bank Issuer shall promptly notify each Canadian Lender the Administrative Agent of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing BankAdministrative Agent for the account of the Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank Issuer specified in such notice not later than 10:00 11:00 a.m. local time (New York City, New York time) on the Banking Business Day (under the laws of the jurisdiction of the Issuer) after the date notified by the Issuing BankIssuer. In the event that any Canadian Lender fails to make available to the Issuing Bank Administrative Agent for the account of the Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent and/or the Issuer, as the case may be, pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus 2.0%. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank Issuer any amounts made available by such Canadian Lender to the Issuing Bank Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing BankIssuer. The Issuing Bank Issuer shall distribute to the Administrative Agent for the account of each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank Issuer such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by the Issuing Bank Issuer from Celestica the Borrower in reimbursement of drawings honoured honored by the Issuing Bank Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing Bank) in their respective Main Facility Rateable Portions. Each Canadian Lender shall, to the extent of its Main Facility Rateable Portion, be deemed irrevocably to have participated in the issuance of the Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank for Reimbursement Obligations which have not been reimbursed by Celestica in accordance with Section 3.4 or which have been reimbursed by Celestica but must be returned, restored or disgorged by the Issuing Bank for any reason and each Canadian Lender shall, to the extent of its Main Facility Rateable Portion, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion of the fee LC Fee received by the Administrative Agent with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica shall fail to reimburse the Issuing Bank or if for any reason Advances shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 and in an amount equal to the amount of any drawing on or by the Issuing Bank under a Letter of Credit, or in the event the Issuing Bank must, for any reason, return, restore or disgorge such reimbursement, the Issuing Bank shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s 's respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit. Each Canadian Lender shall make available to the Issuing Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit in same day or immediately available funds at the office of the Issuing Bank specified in such notice not later than 10:00 a.m. local time on the Banking Day after the date notified by the Issuing Bank. In the event that any Canadian Lender fails to make available to the Issuing Bank the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a daily rate consistent with market practice. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any amounts made available by such Canadian Lender to the Issuing Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit by the Issuing Bank in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Bank. The Issuing Bank shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such other Canadian Lender’s 's Main Facility Rateable Portion of all payments received by the Issuing Bank from Celestica in reimbursement of drawings honoured by the Issuing Bank under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 4.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed responsible to have purchased from pay promptly to the Issuing Bank an interest in each Issuer thereof such Lender's Percentage of any unreimbursed drawings under a Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 4.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank Issuer thereof for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.2.3, with respect to each Letter of Credit payable Credit. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this Section 3.8(b)4.4 in respect of Letters of Credit issued or amended while such Lender remains a party to this Agreement is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment of any Letter of Credit or the occurrence and continuation of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank or if for any reason Advances shall not be made to fund any Reimbursement Obligation, all Issuer thereof as provided in Section 3.4 4.5 and Section 4.6 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank such Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing Banksuch Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank such Issuer specified in such notice not later than 10:00 a.m. local time 2:00 p.m., New York time, on the Banking Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by the Issuing BankIssuer. In the event that any Canadian Lender fails to make available to the Issuing Bank an Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent with market practiceaverage Federal Funds Rate for three Business Days and thereafter at the Alternate Base Rate plus 2%. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank an Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank Issuer thereof in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful willful misconduct on the part of the Issuing Banksuch Issuer. The Issuing Bank Each Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such other Canadian Issuer such Lender’s Main Facility Rateable Portion 's Percentage of all payments received by such Issuer from the Issuing Bank from Celestica Borrower in reimbursement of drawings honoured honored by the Issuing Bank such Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Revolving Loan Letter of Credit issued pursuant to Section 3.2 2.8(b) shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof in the case of an Issuer that is also a Lender) in pro rata according to their respective Main Facility Rateable PortionsPercentage Shares. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage Share, be deemed irrevocably to have participated in the issuance of the any such Revolving Loan Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 2.8(e), or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage Share, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3(c), with respect to each Revolving Loan Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank any Issuer, or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 2.8(e) and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Revolving Loan Letter of CreditCredit issued by it, or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank such Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter Lender's respective participation therein calculated on the basis of Creditits Percentage Share. Each Canadian Lender shall make available to the Issuing Banksuch Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion participation, calculated on the basis of the Face Amount of such Letter of Credit its Percentage Share, in same day or immediately available funds at the office of the Issuing Bank such Issuer specified in such notice if the Issuer shall notify the Agent on or before 11:30 a.m. (Chicago, Illinois time) of any Business Day by the close of business on such Business Day or if the Issuer shall notify the Agent after 11:30 a.m. (Chicago, Illinois time) of any Business Day not later than 10:00 11:30 a.m. local time (Chicago, Illinois time) on the Banking Business Day after immediately succeeding the date notified by the Issuing Banksuch Issuer. In the event that any Canadian Lender fails to make available to the Issuing Bank such Issuer the amount of such Canadian Lender’s 's participation in such Revolving Loan Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest for each day on the unpaid amount thereof at a the daily rate consistent average Federal Funds Rate for each of the first three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the LIBO Rate plus the Applicable Margin. Nothing in this Section 2.8(d) shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank such Issuer pursuant to this Section 2.8(d) in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Revolving Loan Letter of Credit by the Issuing Bank such Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful willful misconduct on the part of the Issuing Banksuch Issuer. The Issuing Bank Each Issuer shall distribute to each Lender (other Canadian Lender than itself, in the case of an Issuer that is also a Lender) which has paid all amounts payable by it under this Section 2.8(d) with respect to any Revolving Loan Letter of Credit issued by the Issuing Bank such other Canadian Issuer such Lender’s Main Facility Rateable Portion 's Percentage Share of all payments received by such Issuer from the Issuing Bank from Celestica Borrower in reimbursement of drawings honoured honored by the Issuing Bank such Issuer under such Revolving Loan Letter of Credit when such payments are received.

Other Lenders' Participation. Each Upon the issuance of each Letter of Credit issued pursuant to Section 3.2 shallhereto, effective upon its issuance and without further action, each Revolving Lender (other than the Issuer) shall be issued on behalf deemed to have irrevocably purchased, to the extent of all Canadian Lenders its Letter of Credit Commitment, a participation interest in each such Letter of Credit (including the Issuing Bank) in their respective Main Facility Rateable Portions. Each Canadian any Letter of Credit Reimbursement Obligation with respect thereto), and each Revolving Lender shall, to the extent of its Main Facility Rateable Portionthen existing Revolving Loan Commitment, be deemed irrevocably responsible for funding promptly (and in any event within one (1) Business Day) to have participated in the issuance Issuer the amount of the Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank for Reimbursement Obligations Obligation which have has not otherwise been reimbursed by Celestica the Borrower in accordance with Section 3.4 or which have been reimbursed by Celestica but must be returned2.4.3. In addition, restored or disgorged by the Issuing Bank for any reason and each Canadian Revolving Lender shall, to the extent of its Main Facility Rateable PortionRevolving Loan Commitment, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion of the fee received by the Administrative Agent with respect to each Letter of Credit interest payable pursuant to Section 3.8(b). In the event that Celestica shall fail to reimburse the Issuing Bank or if for any reason Advances shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 and in an amount equal to the amount of any drawing on or by the Issuing Bank under a Letter of Credit, or in the event the Issuing Bank must, for any reason, return, restore or disgorge such reimbursement, the Issuing Bank shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit. Each Canadian Lender shall make available to the Issuing Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit in same day or immediately available funds at the office of the Issuing Bank specified in such notice not later than 10:00 a.m. local time on the Banking Day after the date notified by the Issuing Bank. In the event that any Canadian Lender fails to make available to the Issuing Bank the amount of such Canadian Lender’s participation in such Letter of Credit as provided herein, the Issuing Bank shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a daily rate consistent with market practice. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any amounts made available by such Canadian Lender to the Issuing Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit by the Issuing Bank in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Bank. The Issuing Bank shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section 3.2 with respect to any Letter of Credit issued Reimbursement Obligation. To the extent that a Revolving Lender has reimbursed the Issuer for a Letter of Credit Disbursement as required by this Section 2.4.1, such Revolving Lender shall be entitled to receive its ratable portion of any amounts subsequently received (from the Issuing Bank such other Canadian Lender’s Main Facility Rateable Portion Borrower or otherwise) in respect of all payments received by the Issuing Bank from Celestica in reimbursement of drawings honoured by the Issuing Bank under such Letter of Credit when Disbursement. The obligations of each Revolving Lender under this Section 2.4.1 are obligatory on the part of each Revolving Lender, such payments are receivedobligations of each Revolving Lender shall be performed whether or not a Default exists hereunder and whether or not the conditions set forth in Article V have been satisfied, shall be absolute, unconditional, and irrevocable, and shall be performed by each Revolving Lender strictly in accordance with the terms and provisions of this Agreement, under any and all circumstances and irrespective of any set-off, counterclaim, or defense to payment which the Revolving Lenders, individually or collectively, may have or have had against the Issuer. Notwithstanding anything to the contrary in this Section 2.4.1, so long as any Letter of Credit is outstanding, each of the Revolving Lenders shall have the absolute obligation to make a Revolving Loan on behalf of the Borrower for the benefit of the Issuer in accordance with Section 2.4.2.

Other Lenders' Participation. ERROR! BOOKMARK NOT DEFINED. Each Letter of Credit issued pursuant to Section 3.2 SECTION 4.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in PRO RATA according to their respective Main Facility Rateable PortionsWorking Capital Percentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionWorking Capital Percentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 SECTION 4.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionWorking Capital Percentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to SECTION 3.3.2, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank Issuer, or if for any reason Advances Working Capital Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 SECTION 4.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing BankIssuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank Issuer specified in such notice not later than 10:00 a.m. local time 8:00 a.m., San Francisco time, on the Banking Business Day after the date notified by the Issuing BankIssuer. In the event that any Canadian Lender fails to make available to the Issuing Bank Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus the Applicable Base Rate Margin plus 2%. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank Issuer any amounts made available by such Canadian Lender to the Issuing Bank Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful willful misconduct on the part of the Issuing BankIssuer. The Issuing Bank Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank Issuer such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by the Issuing Bank Issuer from Celestica the Borrower in reimbursement of drawings honoured honored by the Issuing Bank Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 5.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed promptly pay to have purchased from the Issuing Bank Administrative Agent for the account of the Issuer thereof an interest in each Letter of Credit amount equal to its Main Facility Rateable Portion such Xxxxxx’s Percentage of the Face Amount amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank for Reimbursement Obligations drawings which have not been reimbursed by Celestica the Borrowers, in accordance with Section 3.4 5.5, or which have been reimbursed by Celestica the Borrowers but must be returned, restored returned or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender (unless such Lender is then a Defaulting Lender) shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee Letter of Credit Fees received by the Administrative Agent pursuant to Section 4.4, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrowers shall fail to reimburse any Issuer (through the Issuing Bank Administrative Agent), or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 5.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank Administrative Agent shall promptly notify such Issuer and each Canadian Lender of the unreimbursed amount of such drawing and of such Canadian LenderXxxxxx’s respective Main Facility Rateable Portion of the Face Amount of such Letter of Creditparticipation therein. Each Canadian Lender shall make available to the Issuing BankAdministrative Agent, for the account of such Issuer, whether or not any Event of Default or Unmatured Event of Default shall have occurred and be continuingexist, an amount equal to its such Xxxxxx’s respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank specified in such notice Administrative Agent not later than 10:00 a.m. local time (New York City time) on the Banking Business Day after the date notified by such Issuer. The Administrative Agent will promptly make available to the Issuing Bankapplicable Issuer any amounts received by it pursuant to the preceding sentence. In the event that any Canadian Lender fails to make available to the Issuing Bank Administrative Agent the amount of such Canadian LenderXxxxxx’s participation in such Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three (3) Business Days (together with market practicesuch other compensatory amounts determined by the Administrative Agent in accordance with banking industry rules on interbank compensation) and thereafter at the Alternate Base Rate plus 2%. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank such Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the applicable payment with respect to such a Letter of Credit by the Issuing Bank in respect of which payment was made by such Canadian Lender Issuer constituted gross negligence or wilful willful misconduct on the part of such Issuer. Each Issuer shall pay to the Issuing Bank. The Issuing Bank shall distribute to Administrative Agent, for the account of each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such other Canadian LenderIssuer, such Xxxxxx’s Main Facility Rateable Portion Percentage of all payments received by such Issuer from the Issuing Bank from Celestica Borrowers, in reimbursement of drawings honoured honored by the Issuing Bank such Issuer under such Letter of Credit when such payments are received. The Administrative Agent will promptly make available to the applicable Lenders any amounts received by it from an Issuer pursuant to the preceding sentence.

Other Lenders' Participation. Each Revolving Loan ---------------------------- Letter of Credit issued pursuant to Section 3.2 2.8.2 shall, effective upon its ------------- issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the any such Revolving Loan Letter of Credit and shall be is hereby deemed to have purchased from participated to the Issuing Bank an interest in each extent of its Bolivian Letter of Credit equal to its Main Facility Rateable Portion Percentage (effective the date hereof) in the issuance of the Face Amount of each Letter of Credit; provided, however, that in the event that any Bolivian Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 2.8.5, ------------- or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage or Bolivian Letter of Credit Percentage, as applicable, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.3, with ------------- respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank any Issuer, or if for any reason Advances Revolving Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 2.8.5 ------------- and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Letter of Credit issued by it (including without limitation, the Bolivian Letter of Credit), or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank such Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Lender's respective participation therein calculated on the basis of its Percentage or its Bolivian Letter of CreditCredit Percentage, as applicable. Each Canadian Lender shall make available to the Issuing Banksuch Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion participation, calculated on the basis of the Face Amount of such its Percentage or its Bolivian Letter of Credit Percentage, as applicable, in same day or immediately available funds at the office of the Issuing Bank such Issuer specified in such notice if the Issuer shall notify the Agent on or before 11:30 a.m. (U.S. Central time) of any Business Day by the close of business on such Business Day or if the Issuer shall notify the Agent after 11:30 a.m. (U.S. Central time) of any Business Day not later than 10:00 11:30 a.m. local time (U.S. Central time) on the Banking Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by the Issuing Banksuch Issuer. In the event that any Canadian Lender fails to make available to the Issuing Bank such Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the LIBO Rate plus the Applicable Margin. Nothing in this Section 2.8.4 shall be deemed to prejudice the right of any Canadian ------------- Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank such Issuer pursuant to this Section 2.8.4 in the event that it is ------------- determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank such Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Banksuch Issuer. The Issuing Bank Each Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section 2.8.4 ------------- with respect to any Letter of Credit issued by the Issuing Bank such Issuer such other Canadian Lender’s Main Facility Rateable Portion 's Percentage or Bolivian Letter of Credit Percentage, as applicable, of all payments received by such Issuer from the Issuing Bank from Celestica Borrower in reimbursement of drawings honoured honored by the Issuing Bank such Issuer under such Letter of Credit when such payments are received."

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 5.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed promptly pay to have purchased from the Issuing Bank Administrative Agent for the account of the Issuer thereof an interest in each Letter of Credit amount equal to its Main Facility Rateable Portion such Lender’s Percentage of the Face Amount amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank for Reimbursement Obligations drawings which have not been reimbursed by Celestica TCIL or TALICC, as applicable, in accordance with Section 3.4 5.5, or which have been reimbursed by Celestica TCIL or TALICC, as applicable, but must be returned, restored returned or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender (unless such Lender is then a Defaulting Lender) shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee Letter of Credit Fees received by the Administrative Agent pursuant to Section 4.4, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica TCIL or TALICC, as applicable, shall fail to reimburse any Issuer (through the Issuing Bank Administrative Agent), or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 5.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank Administrative Agent shall promptly notify such Issuer and each Canadian Lender of the unreimbursed amount of such drawing and of such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of Creditparticipation therein. Each Canadian Lender shall make available to the Issuing BankAdministrative Agent, for the account of such Issuer, whether or not any Event of Default or Unmatured Event of Default shall have occurred and be continuingexist, an amount equal to its such Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank specified in such notice Administrative Agent not later than 10:00 a.m. local time on the Banking Business Day after the date notified by such Issuer. The Administrative Agent will promptly make available to the Issuing Bankapplicable Issuer any amounts received by it pursuant to the preceding sentence. In the event that any Canadian Lender fails to make available to the Issuing Bank Administrative Agent the amount of such Canadian Lender’s participation in such Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts determined by the Administrative Agent in accordance with banking industry rules on interbank compensation) and thereafter at the Alternate Base Rate plus 2%. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank such Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the applicable payment with respect to such a Letter of Credit by the Issuing Bank in respect of which payment was made by such Canadian Lender Issuer constituted gross negligence or wilful willful misconduct on the part of such Issuer. Each Issuer shall pay to the Issuing Bank. The Issuing Bank shall distribute to Administrative Agent, for the account of each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such other Canadian Issuer, such Lender’s Main Facility Rateable Portion Percentage of all payments received by the Issuing Bank such Issuer from Celestica TCIL or TALICC, as applicable, in reimbursement of drawings honoured honored by the Issuing Bank such Issuer under such Letter of Credit when such payments are received. The Administrative Agent will promptly make available to the applicable Lenders any amounts received by it from an Issuer pursuant to the preceding sentence. Each Lender’s obligation to participate in Letters of Credit shall (a) continue notwithstanding termination of the Commitments until all Liabilities with respect to Letter of Credit Outstandings have been fully and finally paid and (b) be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Issuer, TCIL, TALICC or any other Person for any reason whatsoever; (ii) (x) with respect to TCIL, the occurrence or continuance of a TCIL Event of Default or an Unmatured TCIL Event of Default and (y) with respect to TALICC, the occurrence or continuance of a TALICC Event of Default or an Unmatured TALICC Event of Default or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Lender’s obligation to make Alternate Base Rate Loans pursuant to Section 5.5 is subject to the conditions set forth in Section 11.2 (other than delivery by a Borrower of a Loan Request).

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 2.6.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 2.6.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.3, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank any Issuer, or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 2.6.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank such Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing Banksuch Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank such Issuer specified in such notice not later than 10:00 a.m. local time 11:30 a.m., Central time, on the Banking Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by the Issuing Banksuch Issuer. In the event that any Canadian Lender fails to make available to the Issuing Bank such Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus 2%. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank such Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank such Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Banksuch Issuer. The Issuing Bank Each Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such Issuer such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by such Issuer from the Issuing Bank from Celestica Borrower in reimbursement of drawings honoured honored by the Issuing Bank such Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued and each Acceptance created pursuant to Section 3.2 4.2 shall, effective upon its issuance or creation, as the case may be, and without further action, be issued and/or created on behalf of all Canadian Lenders (including the Issuing BankFronting Bank thereof) in according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter creation of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars such Acceptance and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Fronting Bank thereof for Reimbursement Obligations which have not been converted into a Loan on the Disbursement Date or Maturity Date related thereto pursuant to the terms of this Agreement or reimbursed by Celestica the Borrowers in accordance with Section 3.4 4.5, or which have been converted into a Loan on the Disbursement Date or Maturity Date related thereto pursuant to the terms of this Agreement or reimbursed by Celestica the Borrowers but must be returned, restored or disgorged by the Issuing Fronting Bank for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of all fees and interest with respect to such Letter of Credit and/or such Acceptance (including the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.1, with respect to each Letter of Credit Credit, but excluding any fronting fees and other charges payable pursuant to Section 3.8(bthe Fronting Bank qua Fronting Bank). In the event that Celestica any Borrower shall fail to reimburse the Issuing Bank Fronting Bank, or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all in each case as provided in Section 3.4 this Agreement and in an amount equal to the Disbursement amount or the face amount of any drawing on or by the Issuing Bank under a Letter of Creditmatured Acceptance, as applicable, or in the event the Issuing Fronting Bank must, must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Fronting Bank shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount or face amount of such Letter matured Acceptance and of Creditsuch Lender's respective participation therein. Each Canadian Lender shall make available to the Issuing Fronting Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Fronting Bank specified in such notice not later than 10:00 a.m. local time 11:00 a.m., New York City time, on the Banking Business Day after the date notified by the Issuing Fronting Bank. In the event that any Canadian Lender fails to make available to the Issuing Fronting Bank the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a daily rate consistent with market practice. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any amounts made available by such Canadian Lender to the Issuing Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit by the Issuing Bank in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Bank. The Issuing Bank shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such other Canadian Lender’s Main Facility Rateable Portion of all payments received by the Issuing Bank from Celestica in reimbursement of drawings honoured by the Issuing Bank under such Letter of Credit when such payments are received.such

Other Lenders' Participation. (a) Each Letter of Credit issued Issued pursuant to Section 3.2 this Article IV ---------- and each Existing Letter of Credit shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable Portionsrelevant Percentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable Portionrelevant Percentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 4.5, or which ----------- have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable Portionrelevant Percentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.2, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. ------------- In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank Issuer, or if for any reason Advances relevant Loans shall not be made to fund any Reimbursement ObligationObligation (including without limitation, the failure to satisfy the conditions in Section 6.2 or an Insolvency Proceeding), all as provided in Section 3.4 4.5 and in an amount equal to the amount of any ----------- drawing on or honored by the Issuing Bank Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank Issuer shall promptly notify the Agent and each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing BankAgent, who shall thereupon make available to the Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank Issuer specified in such notice not later than 10:00 a.m. local time 8:00 a.m., San Francisco time, on the Banking Business Day after the date notified by the Issuing BankIssuer. In the event that any Canadian Lender fails to so make available to the Issuing Bank the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three (3) Business Days (together with market practice. Nothing in this Section shall such other compensatory amounts as may be deemed required to prejudice the right of any Canadian Lender to recover from the Issuing Bank any amounts made available be paid by such Canadian Lender to the Issuing Bank Agent pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit by the Issuing Bank in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part Rules for Interbank Compensation of the Issuing BankCouncil on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus the Applicable Base Rate Margin plus 2%. The Issuing Bank Issuer shall pay to the Agent, who shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank Issuer, such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by the Issuing Bank Issuer from Celestica the Borrower in reimbursement of drawings honoured honored by the Issuing Bank Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 4.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer) in pro rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 4.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 2.3(b), with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica (i) the Borrower shall fail to reimburse the Issuing Bank or Issuer, and if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 4.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank Issuer under a Letter of CreditCredit issued by it, or in (ii) the event the Issuing Bank must, Issuer must for any reason, return, restore reason return or disgorge all or any portion of such reimbursement, or (iii) the Issuing Bank Borrower shall fail to fully Cash Collateralize any Letter of Credit after the Commitment Termination Date pursuant to Section 4.7 and a payment under or draw upon such Letter of Credit is made, the Issuer shall promptly notify the Administrative Agent who shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and of such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of Creditparticipation therein. Each Canadian Lender shall make available to the Issuing BankIssuer, whether or not any Default shall have occurred and be continuing, and whether or not any other conditions specified in Section 6.2 are satisfied, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank Issuer specified in such notice not later than 10:00 a.m. local time 11:00 a.m., New York time, on the Banking Business Day (under the laws of the jurisdiction of the Issuer) after the date notified by the Issuing BankIssuer. In the event that any Canadian Lender fails to make available to the Issuing Bank Issuer the amount of such Canadian Lender’s participation in such Letter of Credit as provided herein, the Issuing Bank Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent with market practice. Nothing average Federal Funds Rate plus, if such Lender has not paid the Issuer the amount of its participation in this Section shall be deemed to prejudice the right of any Canadian Lender to recover full within four Business Days from the Issuing Bank any amounts made available by date of such Canadian Lender to the Issuing Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit demand by the Issuing Bank in respect of which payment was made by Administrative Agent (and commencing on such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Bankfourth Business Day), 1% per annum. The Issuing Bank Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section Article IV with respect to any Letter of Credit issued by the Issuing Bank such Issuer, such other Canadian Lender’s Main Facility Rateable Portion Percentage of all payments received by the Issuing Bank Issuer from Celestica the Borrower in reimbursement of drawings honoured honored by the Issuing Bank Issuer under such the Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 SECTION 4.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in PRO RATA according to their respective Main Facility Rateable PortionsWorking Capital Percentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 SECTION 4.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionWorking Capital Percentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to SECTION 3.3.2, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank any Issuer, or if for any reason Advances Working Capital Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 SECTION 4.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank such Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing Banksuch Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank such Issuer specified in such notice not later than 10:00 a.m. local time a.m., Chicago time, on the Banking Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by the Issuing Banksuch Issuer. In the event that any Canadian Lender fails to make available to the Issuing Bank such Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus the Applicable Base Rate Margin plus 2%. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank such Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank such Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Banksuch Issuer. The Issuing Bank Each Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such other Canadian Lender’s Main Facility Rateable Portion of all payments received by the Issuing Bank from Celestica in reimbursement of drawings honoured by the Issuing Bank under such Letter of Credit when such payments are received.41

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 4.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender (x) shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the applicable Borrower in accordance with Section 3.4 4.5, or which have been reimbursed by Celestica such Borrower but must be returned, restored or disgorged by the Issuing Bank Issuer for any reason reason, or (y) in the case of an LOC Liquidity Disbursement, shall participate in such LOC Liquidity Disbursement in accordance with the terms of the Enhancement Letter of Credit Application and each Canadian Agreement relating thereto. Each Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.4 with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica (a) the applicable Borrower or Borrowers shall fail to reimburse the Issuing Bank Issuer, or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 4.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank Issuer under a Letter of CreditCredit issued by it, or in (b) the event the Issuing Bank must, Issuer must for any reason, return, restore reason return or disgorge such reimbursementreimbursement or (c) an LOC Liquidity Disbursement has occurred, the Issuing Bank Issuer shall promptly notify each Canadian Lender the Administrative Agent of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing BankAdministrative Agent for the account of the Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank Issuer specified in such notice not later than 10:00 11:00 a.m. local time (New York City, New York time) on the Banking Business Day (under the laws of the jurisdiction of the Issuer) after the date notified by the Issuing BankIssuer. In the event that any Canadian Lender fails to make available to the Issuing Bank Administrative Agent for the account of the Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent and/or the Issuer, as the case may be, pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus 200 basis points. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank Issuer any amounts made available by such Canadian Lender to the Issuing Bank Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing BankIssuer. The Issuing Bank Issuer shall distribute to the Administrative Agent for the account of each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank Issuer such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by the Issuing Bank Issuer from Celestica any Borrower in reimbursement of drawings honoured honored by the Issuing Bank Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 4.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankFronting Bank thereof) in according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Fronting Bank thereof for Reimbursement Obligations which have not been converted into a Loan on the Disbursement Date pursuant to the terms of this Agreement or reimbursed by Celestica the Borrower in accordance with Section 3.4 4.5, or which have been converted into a Loan on the Disbursement Date pursuant to the terms of this Agreement or reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Fronting Bank for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.1, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank Fronting Bank, or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all in each case as provided in Section 3.4 this Agreement and in an amount equal to the amount of any drawing on or by the Issuing Bank under a Letter of CreditDisbursement amount, or in the event the Issuing Fronting Bank must, must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Fronting Bank shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing Fronting Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Fronting Bank specified in such notice not later than 10:00 a.m. local time 11:00 a.m., New York City time, on the Banking Business Day after the date notified by the Issuing Fronting Bank. In the event that any Canadian Lender fails to make available to the Issuing Fronting Bank the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Fronting Bank shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a daily rate consistent the Federal Funds Rate from the date such amount is due through (but excluding) the date such payment is made (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time). Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Fronting Bank any amounts made available by such Canadian Lender to the Issuing Fronting Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Fronting Bank in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Fronting Bank. The Issuing Fronting Bank shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Fronting Bank such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by the Issuing Fronting Bank from Celestica the Borrower in reimbursement of drawings honoured honored by the Issuing Fronting Bank under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued ---------------------------- pursuant to Section 3.2 2.7.2 shall, effective upon its issuance and without further ------------- action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro --- rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent ---- of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 2.7.5, or which have been reimbursed by Celestica the ------------- Borrower but must be returned, restored or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.4, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event ------------- that Celestica the Borrower shall fail to reimburse the Issuing Bank any Issuer, or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 2.7.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank ------------- such Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank such Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing Banksuch Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank such Issuer specified in such notice not later than 10:00 11:30 a.m. local time (Chicago, Illinois time) on the Banking Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by the Issuing Banksuch Issuer. In the event that any Canadian Lender fails to make available to the Issuing Bank such Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus 2%. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank such Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank such Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Banksuch Issuer. The Issuing Bank Each Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such Issuer such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by such Issuer from the Issuing Bank from Celestica Borrower in reimbursement of drawings honoured honored by the Issuing Bank such Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 SECTION 4.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in PRO RATA according to their respective Main Facility Rateable PortionsWorking Capital Percentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall 50 be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 SECTION 4.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionWorking Capital Percentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to SECTION 3.3.2, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank any Issuer, or if for any reason Advances Working Capital Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 SECTION 4.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank such Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing Banksuch Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank such Issuer specified in such notice not later than 10:00 a.m. local time a.m., Chicago time, on the Banking Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by the Issuing Banksuch Issuer. In the event that any Canadian Lender fails to make available to the Issuing Bank such Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus the Applicable Base Rate Margin plus 2%. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank such Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank such Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Banksuch Issuer. The Issuing Bank Each Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such Issuer such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by such Issuer from the Issuing Bank from Celestica Borrower in reimbursement of drawings honoured honored by the Issuing Bank such Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 2.11(b) shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentage Shares. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage Share, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 2.11(e), or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage Share, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee Letter of Credit Fee received by the Administrative Agent pursuant to Section 2.5(c), with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank any Issuer, or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 2.11(e) and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank such Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing Banksuch Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank such Issuer specified in such notice not later than 10:00 a.m. local time 11:00 a.m., Central time, on the Banking Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by the Issuing Banksuch Issuer. In the event that any Canadian Lender fails to make available to the Issuing Bank such Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily average Federal Funds Rate for three (3) Business Days (together with such other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the interest rate consistent with market practiceapplicable to ABR Loans plus two percent (2%). Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank such Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank such Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Banksuch Issuer. The Issuing Bank Each Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such Issuer such other Canadian Lender’s Main Facility Rateable Portion 's Percentage Share of all payments received by such Issuer from the Issuing Bank from Celestica Borrower in reimbursement of drawings honoured honored by the Issuing Bank such Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing Bank) in their respective Main Facility Rateable Portions. Each Canadian Lender shall, to the extent of its Main Facility Rateable Portion, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the such Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank thereof for Reimbursement Obligations which have not been reimbursed by Celestica a Borrower in accordance with Section 3.4 or which have been reimbursed by Celestica such Borrower but must be returned, restored or disgorged by the such Issuing Bank for any reason and each Canadian Lender shall, to the extent of its Main Facility Rateable Portion, be entitled to receive from the Administrative Canadian Facility Agent its Main Facility a Rateable Portion of the fee LC Fee received by the Administrative Canadian Facility Agent with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica shall fail to reimburse the any Issuing Bank or if for any reason Advances shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 and in an amount equal to the amount of any drawing on or by the such Issuing Bank under a Letter of CreditCredit by it, or in the event the such Issuing Bank must, for any reason, return, restore or disgorge such reimbursement, the such Issuing Bank shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s 's respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit. Each Canadian Lender shall make available to the such Issuing Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit in same day or immediately available funds at the office of the Issuing Bank specified in such notice not later than 10:00 a.m. local time on the Banking Day after the date notified by the Issuing Bank. In the event that any Canadian Lender fails to make available to the such Issuing Bank the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the such Issuing Bank shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a daily rate consistent with market practice. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the any Issuing Bank any amounts made available by such Canadian Lender to the such Issuing Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit by the such Issuing Bank in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the such Issuing Bank. The Each Issuing Bank shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the such Issuing Bank such other Canadian Lender’s Main Facility 's Rateable Portion of all payments received by the such Issuing Bank from Celestica the Borrower in reimbursement of drawings honoured by the Issuing Bank under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Revolving Loan Letter of Credit issued pursuant to Section 3.2 2.8.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the any such Revolving Loan Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 2.8.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.3, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank any Issuer, or if for any reason Advances Revolving Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 2.8.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank such Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter Lender's respective participation therein calculated on the basis of Creditits Percentage. Each Canadian Lender shall make available to the Issuing Banksuch Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion participation, calculated on the basis of the Face Amount of such Letter of Credit its Percentage, in same day or immediately available funds at the office of the Issuing Bank such Issuer specified in such notice if the Issuer shall notify the Agent on or before 11:30 a.m. (U.S. Central time) of any Business Day by the close of business on such Business Day or if the Issuer shall notify the Agent after 11:30 a.m. (U.S. Central time) of any Business Day not later than 10:00 11:30 a.m. local time (U.S. Central time) on the Banking Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by the Issuing Banksuch Issuer. In the event that any Canadian Lender fails to make available to the Issuing Bank such Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the LIBO Rate plus the LIBO Rate Applicable Margin. Nothing in this Section 2.8.4 shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank such Issuer pursuant to this Section 2.8.4 in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank such Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful willful misconduct on the part of the Issuing Banksuch Issuer. The Issuing Bank Each Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section 2.8.4 with respect to any Letter of Credit issued by the Issuing Bank such Issuer such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by such Issuer from the Issuing Bank from Celestica Borrower in reimbursement of drawings honoured honored by the Issuing Bank such Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued and each Acceptance created pursuant to Section 3.2 4.2 shall, effective upon its issuance or creation, as the case may be, and without further action, be issued and/or created on behalf of all Canadian Lenders (including the Issuing BankFronting Bank thereof) in according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter creation of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars such Acceptance and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Fronting Bank thereof for Reimbursement Obligations which have not been converted into a Loan on the Disbursement Date or Maturity Date related thereto pursuant to the terms of this Agreement or reimbursed by Celestica the Borrowers in accordance with Section 3.4 4.5, or which have been converted into a Loan on the Disbursement Date or Maturity Date related thereto pursuant to the terms of this Agreement or reimbursed by Celestica the Borrowers but must be returned, restored or disgorged by the Issuing Fronting Bank for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of all fees and interest with respect to such Letter of Credit and/or such Acceptance (including the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.1, with respect to each Letter of Credit Credit, but excluding any fronting fees and other charges payable pursuant to Section 3.8(bthe Fronting Bank qua Fronting Bank). In the event that Celestica any Borrower shall fail to reimburse the Issuing Bank Fronting Bank, or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all in each case as provided in Section 3.4 this Agreement and in an amount equal to the Disbursement amount or the face amount of any drawing on or by the Issuing Bank under a Letter of Creditmatured Acceptance, as applicable, or in the event the Issuing Fronting Bank must, must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Fronting Bank shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount or face amount of such Letter matured Acceptance and of Creditsuch Lender's respective participation therein. Each Canadian Lender shall make available to the Issuing Fronting Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Fronting Bank specified in such notice not later than 10:00 a.m. local time 11:00 a.m., New York City time, on the Banking Business Day after the date notified by the Issuing Fronting Bank. In the event that any Canadian Lender fails to make available to the Issuing Fronting Bank the amount of such Canadian Lender’s 's participation in such Letter of Credit or such Acceptance as provided herein, the Issuing Fronting Bank shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a daily rate consistent the Federal Funds Rate from the date such amount is due through (but excluding) the date such payment is made (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time). Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Fronting Bank any amounts made available by such Canadian Lender to the Issuing Fronting Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit or an Acceptance by the Issuing Fronting Bank in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Fronting Bank. The Issuing Fronting Bank shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued or Acceptance created by the Issuing Bank Fronting Bank, such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by the Issuing Fronting Bank from Celestica the applicable Borrower in reimbursement of the face amount of such matured Acceptance or drawings honoured honored by the Issuing Fronting Bank under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 SECTION 4.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer) in PRO RATA according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 SECTION 4.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to SECTION 2.3(b), with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica (i) the Borrower shall fail to reimburse the Issuing Bank or Issuer, and if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 SECTION 4.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank Issuer under a Letter of CreditCredit issued by it, or in (ii) the event the Issuing Bank must, Issuer must for any reason, return, restore reason return or disgorge all or any portion of such reimbursement, or (iii) the Issuing Bank Borrower shall fail to fully cash collateralize any Letter of Credit after the Commitment Termination Date pursuant to SECTION 4.7 and a payment under or draw upon such Letter of Credit is made, the Issuer shall promptly notify the Administrative Agent who shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing BankIssuer, whether or not any Default shall have occurred and be continuing, and whether or not any other conditions specified in SECTION 6.2 are satisfied, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank Issuer specified in such notice not later than 10:00 a.m. local time 11:00 A.M., Atlanta time, on the Banking Business Day (under the laws of the jurisdiction of the Issuer) after the date notified by the Issuing BankIssuer. In the event that any Canadian Lender fails to make available to the Issuing Bank Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent with market practice. Nothing average Federal Funds Rate PLUS, if such Lender has not paid the Issuer the amount of its participation in this Section shall be deemed to prejudice the right of any Canadian Lender to recover full within four (4) Business Days from the Issuing Bank any amounts made available by date of such Canadian Lender to the Issuing Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit demand by the Issuing Bank in respect of which payment was made by Administrative Agent (and commencing on such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Bankfourth Business Day), 1% per annum. The Issuing Bank Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section ARTICLE IV with respect to any Letter of Credit issued by the Issuing Bank such Issuer, such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by the Issuing Bank Issuer from Celestica the Borrower in reimbursement of drawings honoured honored by the Issuing Bank Issuer under such the Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 2.8.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 2.8.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.3, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank any Issuer, or if for any reason Advances Revolving Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 2.8.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank such Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing Banksuch Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank such Issuer specified in such notice if the Issuer shall notify the Agent on or before 11:30 a.m. (U.S. Central time) of any Business Day by the close of business on such Business Day or if the Issuer shall notify the Agent after 11:30 a.m. (U.S. Central time) of any Business Day not later than 10:00 11:30 a.m. local time (U.S. Central time) on the Banking Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by the Issuing Banksuch Issuer. In the event that any Canadian Lender fails to make available to the Issuing Bank such Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the LIBO Rate plus the Applicable Margin. Nothing in this Section 2.8.4 shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank such Issuer pursuant to this Section 2.8.4 in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank such Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Banksuch Issuer. The Issuing Bank Each Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section 2.8.4 with respect to any Letter of Credit issued by the Issuing Bank such Issuer such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by such Issuer from the Issuing Bank from Celestica Borrower in reimbursement of drawings honoured honored by the Issuing Bank such Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 5.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed promptly pay to have purchased from the Issuing Bank Administrative Agent for the account of the Issuer thereof an interest in each Letter of Credit amount equal to its Main Facility Rateable Portion such Xxxxxx’s Percentage of the Face Amount amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank for Reimbursement Obligations drawings which have not been reimbursed by Celestica the Borrowers, in accordance with Section 3.4 5.5, or which have been reimbursed by Celestica the Borrowers but must be returned, restored returned or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender (unless such Lender is then a Defaulting Lender) shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee Letter of Credit Fees received by the Administrative Agent pursuant to Section 4.4, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrowers shall fail to reimburse any Issuer (through the Issuing Bank Administrative Agent), or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 5.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank Administrative Agent shall promptly notify such Issuer and each Canadian Lender of the unreimbursed amount of such drawing and of such Canadian LenderXxxxxx’s respective Main Facility Rateable Portion of the Face Amount of such Letter of Creditparticipation therein. Each Canadian Lender shall make available to the Issuing BankAdministrative Agent, for the account of such Issuer, whether or not any Event of Default or Unmatured Event of Default shall have occurred and be continuingexist, an amount equal to its such Xxxxxx’s respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank specified in such notice Administrative Agent not later than 10:00 a.m. local time (New York City time) on the Banking Business Day after the date notified by the Issuing Bank. In the event that any Canadian Lender fails to make available to the Issuing Bank the amount of such Canadian Lender’s participation in such Letter of Credit as provided herein, the Issuing Bank shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a daily rate consistent with market practice. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any amounts made available by such Canadian Lender to the Issuing Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit by the Issuing Bank in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing BankIssuer. The Issuing Bank shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such other Canadian Lender’s Main Facility Rateable Portion of all payments received by the Issuing Bank from Celestica in reimbursement of drawings honoured by the Issuing Bank under such Letter of Credit when such payments are received.Administrative Agent will

Other Lenders' Participation. Each Revolving Loan Letter of Credit issued pursuant to Section 3.2 2.8.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the any such Revolving Loan Letter of Credit and shall be is hereby deemed to have purchased from participated (effective the Issuing Bank an interest date hereof) in each the issuance of the Bolivian Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 2.8.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.3, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank any Issuer, or if for any reason Advances Revolving Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 2.8.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Letter of Credit issued by it (including without limitation, the Bolivian Letter of Credit), or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank such Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing Banksuch Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank such Issuer specified in such notice if the Issuer shall notify the Agent on or before 11:30 a.m. (U.S. Central time) of any Business Day by the close of business on such Business Day or if the Issuer shall notify the Agent after 11:30 a.m. (U.S. Central time) of any Business Day not later than 10:00 11:30 a.m. local time (U.S. Central time) on the Banking Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by the Issuing Banksuch Issuer. In the event that any Canadian Lender fails to make available to the Issuing Bank such Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the LIBO Rate plus the Applicable Margin. Nothing in this Section 2.8.4 shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank such Issuer pursuant to this Section 2.8.4 in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank such Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Banksuch Issuer. The Issuing Bank Each Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section 2.8.4 with respect to any Letter of Credit issued by the Issuing Bank such Issuer such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by such Issuer from the Issuing Bank from Celestica Borrower in reimbursement of drawings honoured honored by the Issuing Bank such Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 SECTION 2.7.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in PRO RATA according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 SECTION 2.7.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to SECTION 3.3.3, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank any Issuer, or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 SECTION 2.7.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank such Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing Banksuch Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank such Issuer specified in such notice not later than 10:00 a.m. local time 11:30 a.m., Central time, on the Banking Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by the Issuing Banksuch Issuer. In the event that any Canadian Lender fails to make available to the Issuing Bank such Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate LESS the Base Rate Margin PLUS 2%. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank such Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank such Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Banksuch Issuer. The Issuing Bank Each Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such Issuer such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by such Issuer from the Issuing Bank from Celestica Borrower in reimbursement of drawings honoured honored by the Issuing Bank such Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 4.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed responsible to have purchased from pay promptly to the Issuing Bank an interest in each Issuer thereof such Lender's Percentage of any unreimbursed drawings under a Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 4.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.3, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank Issuer, or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 4.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing BankIssuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank Issuer specified in such notice not later than 10:00 a.m. local time on the Banking Day after the date notified by the Issuing Bank. In the event that any Canadian Lender fails to make available to the Issuing Bank the amount of such Canadian Lender’s participation in such Letter of Credit as provided herein, the Issuing Bank shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a daily rate consistent with market practice. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any amounts made available by such Canadian Lender to the Issuing Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit by the Issuing Bank in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Bank. The Issuing Bank shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such other Canadian Lender’s Main Facility Rateable Portion of all payments received by the Issuing Bank from Celestica in reimbursement of drawings honoured by the Issuing Bank under such Letter of Credit when such payments are received.not

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing Bank) in their respective Main Facility Rateable Portions. Each Canadian Lender shall, to the extent of its Main Facility Rateable Portion, be deemed irrevocably to have participated in the issuance of the Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank for Reimbursement Obligations which have not been reimbursed by Celestica in accordance with Section 3.4 or which have been reimbursed by Celestica but must be returned, restored or disgorged by the Issuing Bank for any reason and each Canadian Lender shall, to the extent of its Main Facility Rateable Portion, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion of the fee received by the Administrative Agent with respect to each Letter of Credit payable pursuant to Section 3.8(b). In the event that Celestica shall fail to reimburse the Issuing Bank or if for any reason Advances shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 and in an amount equal to the amount of any drawing on or by the Issuing Bank under a Letter of Credit, or in the event the Issuing Bank must, for any reason, return, restore or disgorge such reimbursement, the Issuing Bank shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s 's respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit. Each Canadian Lender shall make available to the Issuing Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit in same day or immediately available funds at the office of the Issuing Bank specified in such notice not later than 10:00 a.m. local time on the Banking Day after the date notified by the Issuing Bank. In the event that any Canadian Lender fails to make available to the Issuing Bank the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a daily rate consistent with market practice. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any amounts made available by such Canadian Lender to the Issuing Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit by the Issuing Bank in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Bank. The Issuing Bank shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such other Canadian Lender’s 's Main Facility Rateable Portion of all payments received by the Issuing Bank from Celestica in reimbursement of drawings honoured by the Issuing Bank under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Upon the issuance of each ---------------------------- Letter of Credit issued by the Issuer pursuant to Section 3.2 shallhereto, effective upon its issuance and without further action, each Lender shall be issued on behalf deemed to have severally and irrevocably purchased, to the extent of all Canadian Lenders its Percentage, a participation interest in such Letter of Credit (including the Issuing Bank) in their respective Main Facility Rateable Portions. Each Canadian Contingent Liability of the Issuer with respect thereto and the obligation to pay to the Issuer the amount of any unreimbursed Disbursement thereunder), and such Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably responsible for promptly paying to have participated in the issuance Issuer such Lender's Percentage of any unreimbursed Disbursements under the Letter of Credit and shall be deemed to have purchased from issued by the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank for Reimbursement Obligations Issuer which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 or which have been reimbursed by Celestica but must be returnedSections 2.6.2 and 2.6.3. In addition, restored or disgorged by the Issuing Bank for any reason and each Canadian such Lender shall, to the extent of its Main Facility Rateable Portion-------------- ----- Percentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee received by the Administrative Agent Letter of Credit fees payable pursuant to Section 3.4.4 with respect to each Letter of Credit ------------- (other than the issuance and other fees payable pursuant to Section 3.8(b). In the event that Celestica shall fail to reimburse the Issuing Bank or if for any reason Advances shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 and in an amount equal to the amount of any drawing on or by the Issuing Bank under a Letter of Credit, or in the event the Issuing Bank must, for any reason, return, restore or disgorge such reimbursement, the Issuing Bank shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit. Each Canadian Lender shall make available to the Issuing Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount Issuer of such Letter of Credit in same day or immediately available funds at pursuant to the office last sentence of Section 3.4.4), the Issuing Bank specified in such notice interest payable ------------- pursuant to Section 2.6.2 and, if applicable, the interest payable pursuant to ------------- Section 3.3.2 with respect to any Reimbursement Obligation not later than 10:00 a.m. local time on paid when due. To ------------- the Banking Day after the date notified by the Issuing Bank. In the event extent that any Canadian Lender fails to make available to has reimbursed the Issuing Bank the amount of Issuer for a Disbursement as required by this Section, such Canadian Lender’s participation in such Letter of Credit as provided herein, the Issuing Bank Lender shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a daily rate consistent with market practice. Nothing in this Section shall be deemed to prejudice the right receive its ratable portion of any Canadian Lender to recover amounts subsequently received (from the Issuing Bank any amounts made available by such Canadian Lender to the Issuing Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit by the Issuing Bank Borrower or otherwise) in respect of which payment was made by such Canadian Disbursement. The Issuer shall notify each Lender constituted gross negligence or wilful misconduct on the part each Quarterly Payment Date of the Issuing Bank. The Issuing Bank shall distribute to each other Canadian Lender which has paid outstanding amount of all amounts payable by it under this Section with respect to any Letter Letters of Credit issued by the Issuing Bank such other Canadian Lender’s Main Facility Rateable Portion of all payments received by the Issuing Bank from Celestica in reimbursement of drawings honoured by the Issuing Bank under such Letter of Credit when such payments are receivedand outstanding hereunder.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing Bank) in their respective Main Facility Rateable Portions. Each Canadian Lender shall, to the extent of its Main Facility Rateable Portion, be deemed irrevocably to have participated in the issuance of the Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank for Reimbursement Obligations which have not been reimbursed by Celestica in accordance with Section 3.4 or which have been reimbursed by Celestica but must be returned, restored or disgorged by the Issuing Bank for any reason and each Canadian Lender shall, to the extent of its Main Facility Rateable Portion, be entitled to receive from the Administrative Canadian Facility Agent its Main Facility Rateable Portion of the fee LC Fee received by the Administrative Canadian Facility Agent with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica shall fail to reimburse the Issuing Bank or if for any reason Advances shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 and in an amount equal to the amount of any drawing on or by the Issuing Bank under a Letter of Credit, or in the event the Issuing Bank must, for any reason, return, restore or disgorge such reimbursement, the Issuing Bank shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s 's respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit. Each Canadian Lender shall make available to the Issuing Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit in same day or immediately available funds at the office of the Issuing Bank specified in such notice not later than 10:00 a.m. local time on the Banking Day after the date notified by the Issuing Bank. In the event that any Canadian Lender fails to make available to the Issuing Bank the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a daily rate consistent with market practice. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any amounts made available by such Canadian Lender to the Issuing Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit by the Issuing Bank in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Bank. The Issuing Bank shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such other Canadian Lender’s 's Main Facility Rateable Portion of all payments received by the Issuing Bank from Celestica in reimbursement of drawings honoured by the Issuing Bank under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 2.7.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 2.7.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.3, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank any Issuer, or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 2.7.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank such Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and of such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of Creditparticipation therein. Each Canadian Lender shall make available to the Issuing Banksuch Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank such Issuer specified in such notice not later than 10:00 a.m. local time 11:30 a.m., Central time, on the Banking Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by the Issuing Banksuch Issuer. In the event that any Canadian Lender fails to make available to the Issuing Bank such Issuer the amount of such Canadian Lender’s participation in such Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus 2%. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank such Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank such Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Banksuch Issuer. The Issuing Bank Each Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such Issuer such other Canadian Lender’s Main Facility Rateable Portion Percentage of all payments received by such Issuer from the Issuing Bank from Celestica Borrower in reimbursement of drawings honoured honored by the Issuing Bank such Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 SECTION 2.6.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in PRO RATA according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 SECTION 2.6.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Canadian Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Canadian Administrative Agent pursuant to SECTION 3.3.3, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank any Issuer, or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 SECTION 2.6.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank such Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing Banksuch Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank such Issuer specified in such notice not later than 10:00 a.m. local time 11:30 a.m., Toronto, Ontario time, on the Banking Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by the Issuing Banksuch Issuer. In the event that any Canadian Lender fails to make available to the Issuing Bank such Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Canadian Administrative Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Canadian Prime Rate PLUS 2%. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank such Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank such Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Banksuch Issuer. The Issuing Bank Each Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such Issuer such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by such Issuer from the Issuing Bank from Celestica Borrower in reimbursement of drawings honoured honored by the Issuing Bank such Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 4.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender (x) shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 4.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank Issuer for any reason reason, or (y) in the case of an LOC Liquidity Disbursement, shall participate in such LOC Liquidity Disbursement in accordance with the terms of the Enhancement Letter of Credit Application and each Canadian Agreement relating thereto. Each Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.4 with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica (a) the Borrower shall fail to reimburse the Issuing Bank Issuer, or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 4.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank Issuer under a Letter of CreditCredit issued by it, or in (b) the event the Issuing Bank must, Issuer must for any reason, return, restore reason return or disgorge such reimbursementreimbursement or (c) an LOC Liquidity Disbursement has occurred, the Issuing Bank Issuer shall promptly notify each Canadian Lender the Administrative Agent of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing BankAdministrative Agent for the account of the Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank Issuer specified in such notice not later than 10:00 11:00 a.m. local time (New York City, New York time) on the Banking Business Day (under the laws of the jurisdiction of the Issuer) after the date notified by the Issuing BankIssuer. In the event that any Canadian Lender fails to make available to the Issuing Bank Administrative Agent for the account of the Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent and/or the Issuer, as the case may be, pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus 2.0%. Nothing in this Section shall -57- 64 be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank Issuer any amounts made available by such Canadian Lender to the Issuing Bank Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing BankIssuer. The Issuing Bank Issuer shall distribute to the Administrative Agent for the account of each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank Issuer such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by the Issuing Bank Issuer from Celestica the Borrower in reimbursement of drawings honoured honored by the Issuing Bank Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 4.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian RL Lenders (including the Issuing BankIssuer thereof to the extent that it is an RL Lender) in pro rata according to their respective Main Facility Rateable PortionsRL Percentages. Each Canadian RL Lender shall, to the extent of its Main Facility Rateable PortionRL Percentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit (and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars security therefor or guaranty pertaining thereto) and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender (x) shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 4.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank Issuer for any reason reason, or (y) in the case of an LOC Liquidity Disbursement, shall participate in such LOC Liquidity Disbursement in accordance with the terms of the Enhancement Letter of Credit Application and each Canadian Agreement relating thereto. Each RL Lender shall, to the extent of its Main Facility Rateable PortionRL Percentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.3 with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica (a) the Borrower shall fail to reimburse the Issuing Bank Issuer, or if for any reason Advances Revolving Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 4.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank Issuer under a Letter of CreditCredit issued by it, or in (b) the event the Issuing Bank must, Issuer must for any reason, return, restore reason return or disgorge such reimbursementreimbursement or (c) an LOC Liquidity Disbursement has occurred, the Issuing Bank Issuer shall promptly notify each Canadian Lender the Administrative Agent of the unreimbursed amount of such drawing and of such Canadian RL Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of Creditparticipation therein. Each Canadian RL Lender shall make available to the Issuing BankAdministrative Agent for the account of the Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank Issuer specified in such notice not later than 10:00 11:00 a.m. local time (New York City, New York time) on the Banking Business Day (under the laws of the jurisdiction of the Issuer) after the date notified by the Issuing BankIssuer. In the event that any Canadian RL Lender fails to make available to the Issuing Bank Administrative Agent for the account of the Issuer the amount of such Canadian RL Lender’s participation in such Letter of Credit as provided herein, the Issuing Bank Issuer shall be entitled to recover such amount on demand from such Canadian RL Lender together with interest at a the daily average Federal Funds Rate for three Business Days (together with such other compensatory amounts as may be required to be paid by such RL Lender to the Administrative Agent and/or the Issuer, as the case may be, pursuant to the Rules for Interbank Compensation of the Council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the rate consistent with market practiceof interest applicable to Revolving Loans maintained as ABR Loans. Nothing in this Section shall be deemed to prejudice the right of any Canadian RL Lender to recover from the Issuing Bank Issuer any amounts made available by such Canadian RL Lender to the Issuing Bank Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, final and non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing BankIssuer. The Issuing Bank Issuer shall distribute to the Administrative Agent for the account of each other Canadian RL Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank Issuer such other Canadian RL Lender’s Main Facility Rateable Portion RL Percentage of all payments received by the Issuing Bank Issuer from Celestica the Borrower in reimbursement of drawings honoured honored by the Issuing Bank Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued pursuant to Section 3.2 2.6.2 shall, effective upon its issuance and without further action, be issued on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 2.6.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank such Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Canadian Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Canadian Administrative Agent pursuant to Section 3.3.3, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank any Issuer, or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all as provided in Section 3.4 2.6.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank such Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, such Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank such Issuer shall promptly notify each Canadian Lender of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of CreditLender's respective participation therein. Each Canadian Lender shall make available to the Issuing Banksuch Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank such Issuer specified in such notice not later than 10:00 a.m. local time 11:30 a.m., Toronto, Ontario time, on the Banking Business Day (under the laws of the jurisdiction of such Issuer) after the date notified by the Issuing Banksuch Issuer. In the event that any Canadian Lender fails to make available to the Issuing Bank such Issuer the amount of such Canadian Lender’s 's participation in such Letter of Credit as provided herein, the Issuing Bank such Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three Business Days (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Canadian Administrative Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Canadian Prime Rate plus 2%. Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing Bank any Issuer any amounts made available by such Canadian Lender to the Issuing Bank such Issuer pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such a Letter of Credit by the Issuing Bank such Issuer in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing Banksuch Issuer. The Issuing Bank Each Issuer shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued by the Issuing Bank such Issuer such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by such Issuer from the Issuing Bank from Celestica Borrower in reimbursement of drawings honoured honored by the Issuing Bank such Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. (h) Each Letter of Credit issued Issued pursuant to Section 3.2 shallthis Article IV, effective upon its issuance issuance, and each Existing Letter of Credit, effective as of the Effective Date, shall, without further action, be issued (or deemed issued) on behalf of all Canadian Lenders (including the Issuing BankIssuer thereof) in pro rata according to their respective Main Facility Rateable Portionsrelevant Percentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable Portionrelevant Percentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing Bank Issuer thereof for Reimbursement Obligations which have not been reimbursed by Celestica the Borrower in accordance with Section 3.4 4.5, or which have been reimbursed by Celestica the Borrower but must be returned, restored or disgorged by the Issuing Bank Issuer for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable Portionrelevant Percentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion a ratable portion of the fee letter of credit fees received by the Administrative Agent pursuant to Section 3.3.2, with respect to each Letter of Credit payable pursuant to Section 3.8(b)Credit. In the event that Celestica the Borrower shall fail to reimburse the Issuing Bank Issuer, or if for any reason Advances relevant Loans shall not be made to fund any Reimbursement ObligationObligation (including without limitation, the failure to satisfy the conditions in Section 6.2 or an Insolvency Proceeding), all as provided in Section 3.4 4.5 and in an amount equal to the amount of any drawing on or honored by the Issuing Bank Issuer under a Letter of CreditCredit issued by it, or in the event the Issuing Bank must, Issuer must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing Bank Issuer shall promptly notify the Agent and each Canadian Lender of the unreimbursed amount of such drawing and of such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount of such Letter of Creditparticipation therein. Each Canadian Lender shall make available to the Issuing BankAgent, who shall thereupon make available to the Issuer, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing Bank Issuer specified in such notice not later than 10:00 a.m. local time 11:00 a.m., New York time, on the Banking Business Day after the date notified by the Issuing BankIssuer. In the event that any Canadian Lender fails to so make available to the Issuing Bank the amount of such Canadian Lender’s participation in such Letter of Credit as provided herein, the Issuing Bank Issuer shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a the daily rate consistent average Federal Funds Rate for three (3) Business Days (together with market practice. Nothing in this Section shall such other compensatory amounts as may be deemed required to prejudice the right of any Canadian Lender to recover from the Issuing Bank any amounts made available be paid by such Canadian Lender to the Issuing Bank Agent pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision that the payment with respect to such Letter of Credit by the Issuing Bank in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part Rules for Interbank Compensation of the Issuing BankCouncil on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time) and thereafter at the Alternate Base Rate plus the Applicable Base Rate Margin plus 2%. The Issuing Bank Issuer shall pay to the Agent, who shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section 4.4(a) with respect to any Letter of Credit issued by the Issuing Bank Issuer, such other Canadian Lender’s Main Facility Rateable Portion Percentage of all payments received by the Issuing Bank Issuer from Celestica the Borrower in reimbursement of drawings honoured honored by the Issuing Bank Issuer under such Letter of Credit when such payments are received.

Other Lenders' Participation. Each Letter of Credit issued and each Acceptance created pursuant to Section 3.2 4.1 and Section 4.2 shall, effective upon its issuance or creation, as the case may be, and without further action, be issued and/or created on behalf of all Canadian Lenders (including the Issuing BankFronting Bank thereof) in according to their respective Main Facility Rateable PortionsPercentages. Each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be deemed irrevocably to have participated in the issuance of the such Letter of Credit and shall be deemed to have purchased from the Issuing Bank an interest in each Letter creation of Credit equal to its Main Facility Rateable Portion of the Face Amount of each Letter of Credit; provided, however, that in the event that any Letter of Credit is denominated in a currency other than United States Dollars, each of the Canadian Lenders, other than the Issuing Bank, shall be deemed to have purchased from the Issuing Bank an interest in each Letter of Credit equal to its Main Facility Rateable Portion of the Equivalent Amount, expressed in United States Dollars such Acceptance and determined on the date of issuance, of the Letter of Credit. Each Canadian Lender shall be responsible to reimburse promptly the Issuing applicable Fronting Bank thereof for Reimbursement Obligations which have not been converted into a Loan on the Disbursement Date or Maturity Date related thereto pursuant to the terms of this Agreement or reimbursed by Celestica the Borrowers in accordance with Section 3.4 4.5, or which have been converted into a Loan on the Disbursement Date or Maturity Date related thereto pursuant to the terms of this Agreement or reimbursed by Celestica the Borrowers but must be returned, restored or disgorged by the Issuing a Fronting Bank for any reason reason, and each Canadian Lender shall, to the extent of its Main Facility Rateable PortionPercentage, be entitled to receive from the Administrative Agent its Main Facility Rateable Portion applicable Fronting Bank a ratable portion of all fees and interest with respect to such Letter of Credit and/or such Acceptance (including the fee letter of credit fees received by the Administrative Agent such Fronting Bank pursuant to Section 3.3.1, with respect to each Letter of Credit issued by that Fronting Bank, but excluding any fronting fees and other charges payable pursuant to Section 3.8(bthe applicable Fronting Bank in its capacity as the Fronting Bank). In the event that Celestica any Borrower shall fail to reimburse the Issuing Bank either Fronting Bank, or if for any reason Advances Loans shall not be made to fund any Reimbursement Obligation, all in each case as provided in Section 3.4 this Agreement and in an amount equal to the Disbursement amount or the face amount of any drawing on or by the Issuing Bank under a Letter of Creditmatured Acceptance, as applicable, or in the event the Issuing either Fronting Bank must, must for any reason, return, restore reason return or disgorge such reimbursement, the Issuing such Fronting Bank shall promptly notify each Canadian Lender and the Administrative Agent of the unreimbursed amount of such drawing and such Canadian Lender’s respective Main Facility Rateable Portion of the Face Amount or face amount of such Letter matured Acceptance and of Creditsuch Lender's respective participation therein. Each Canadian Lender shall make available to the Issuing applicable Fronting Bank, whether or not any Default shall have occurred and be continuing, an amount equal to its respective Main Facility Rateable Portion of the Face Amount of such Letter of Credit participation in same day or immediately available funds at the office of the Issuing such Fronting Bank specified in such notice not later than 10:00 a.m. local time 11:00 a.m., New York time, on the Banking Business Day after the date notified by the Issuing such Fronting Bank. In the event that any Canadian Lender fails to make available to the Issuing either Fronting Bank the amount of such Canadian Lender’s 's participation in such Letter of Credit or such Acceptance as provided herein, the Issuing such Fronting Bank shall be entitled to recover such amount on demand from such Canadian Lender together with interest at a daily rate consistent the Federal Funds Rate from the date such amount is due through (but excluding) the date such payment is made (together with market practicesuch other compensatory amounts as may be required to be paid by such Lender to the Administrative Agent pursuant to the Rules for Interbank Compensation of the council on International Banking or the Clearinghouse Compensation Committee, as the case may be, as in effect from time to time). Nothing in this Section shall be deemed to prejudice the right of any Canadian Lender to recover from the Issuing either Fronting Bank any amounts made available by such Canadian Lender to the Issuing such Fronting Bank pursuant to this Section in the event that it is determined by a court of competent jurisdiction in a final, non-appealable decision final nonappealable judgment that the payment with respect to such a Letter of Credit or an Acceptance by the Issuing such Fronting Bank in respect of which payment was made by such Canadian Lender constituted gross negligence or wilful misconduct on the part of the Issuing such Fronting Bank. The Issuing Each Fronting Bank shall distribute to each other Canadian Lender which has paid all amounts payable by it under this Section with respect to any Letter of Credit issued or Acceptance created by the Issuing Bank such Fronting Bank, such other Canadian Lender’s Main Facility Rateable Portion 's Percentage of all payments received by the Issuing such Fronting Bank from Celestica the applicable Borrower in reimbursement of the face amount of such matured Acceptance or drawings honoured honored by the Issuing such Fronting Bank under such Letter of Credit when such payments are received.