Common use of Issuance of UK Letters of Credit Clause in Contracts

Issuance of UK Letters of Credit. UK Issuing Bank shall issue UK Letters of Credit in Sterling or, at the option of the UK Borrower, Dollars or Euros, or any other currency acceptable to Agent and UK Issuing Bank, from time to time until 30 days prior to the Revolver Termination Date (or until the UK Commitment Termination Date, if earlier), on the terms set forth herein, including the following: (a) UK Borrower acknowledges that UK Issuing Bank’s issuance of any UK Letter of Credit is conditioned upon UK Issuing Bank’s receipt of a UK LC Application with respect to the requested UK Letter of Credit, as well as such other instruments and agreements as UK Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. UK Issuing Bank shall have no obligation to issue any UK Letter of Credit unless (i) UK Issuing Bank receives a UK LC Request and UK LC Application at least three Business Days prior to the requested date of issuance; (ii) each UK LC Condition is satisfied; and (iii) if a Defaulting Lender exists that is a UK Lender, such UK Lender or UK Borrower has entered into arrangements satisfactory to Agent and UK Issuing Bank to eliminate any Fronting Exposure associated with such UK Lender. If, in sufficient time to act, UK Issuing Bank receives written notice from Agent or Required Lenders that a UK LC Condition has not been satisfied, UK Issuing Bank shall not issue the requested UK Letter of Credit. Prior to receipt of any such notice, UK Issuing Bank shall not be deemed to have knowledge of any failure of UK LC Conditions. (b) UK Letters of Credit may be requested by UK Borrower to support obligations incurred in the Ordinary Course of Business, or as otherwise approved by Agent. Increase, renewal or extension of a UK Letter of Credit shall be treated as issuance of a new UK Letter of Credit, except that UK Issuing Bank may require a new UK LC Application in its discretion. (c) UK Borrower assumes all risks of the acts, omissions or misuses of any UK Letter of Credit by the beneficiary. In connection with issuance of any UK Letter of Credit, none of Agent, UK Issuing Bank or any UK Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a UK Letter of Credit or Document; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and UK Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any UK Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of UK Issuing Bank, Agent or any UK Lender, including any act or omission of a Governmental Authority. The rights and remedies of UK Issuing Bank under the Loan Documents shall be cumulative. UK Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against UK Borrower are discharged with proceeds of any UK Letter of Credit. (d) In connection with its administration of and enforcement of rights or remedies under any UK Letters of Credit or UK LC Documents, UK Issuing Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by UK Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. UK Issuing Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. UK Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to UK Letters of Credit or UK LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

Issuance of UK Letters of Credit. Each UK Issuing Fronting Bank shall agrees to issue UK Letters of Credit in Sterling orfor the account of any UK Borrower or any Restricted Subsidiaries from time to time until five Business Days prior to the Multicurrency Facility Commitment Termination Date, in, at the option of the Applicable UK Borrower, Dollars Dollars, Pounds Sterling or Euros, or any other currency acceptable to Agent and UK Issuing Bank, from time to time until 30 days prior to the Revolver Termination Date (or until the UK Commitment Termination Date, if earlier), on the terms set forth herein, including the following: (a) Each UK Borrower acknowledges that each UK Issuing Fronting Bank’s issuance of willingness to issue any UK Letter of Credit is conditioned upon such UK Issuing Fronting Bank’s receipt of a UK LC Application with respect to the requested UK Letter of Credit, as well as such other instruments and agreements as such UK Issuing Fronting Bank may customarily require for issuance of a letter of credit of similar type and amount. No UK Issuing Fronting Bank shall have no any obligation to issue any UK Letter of Credit unless (i) such UK Issuing Fronting Bank receives a UK LC Request and Agent receive UK LC Application at least three Business Days prior to the requested date of issuance; (ii) each UK LC Condition is satisfied; and (iii) if a Defaulting Lender exists that is a UK LenderMulticurrency Facility Lender exists, such UK Defaulting Lender or UK Borrower has Borrowers have entered into arrangements reasonably satisfactory to Agent and such UK Issuing Fronting Bank to eliminate any Fronting Exposure funding risk associated with such UK Defaulting Lender. If, in sufficient time to act, If a UK Issuing Fronting Bank receives written notice from Agent or Required Lenders a Multicurrency Facility Lender at least three Business Days before issuance of a UK Letter of Credit that a any UK LC Condition has not been satisfied, such UK Issuing Fronting Bank shall not have no obligation to issue the requested UK Letter of CreditCredit (or any other) until such notice is withdrawn in writing by such Multicurrency Facility Lender or until the Required Multicurrency Facility Lenders have waived such condition in accordance with this Agreement. Prior to receipt of any such notice, a UK Issuing Fronting Bank shall not be deemed to have knowledge of any failure of UK LC Conditions. (b) UK Letters of Credit may be requested by UK Borrower to support obligations incurred in the Ordinary Course of Business, or as otherwise approved by Agent. Increase, The renewal or extension of a any UK Letter of Credit shall be treated as the issuance of a new UK Letter of Credit, except that UK Issuing Bank may require delivery of a new UK LC Application in its discretionshall only be required at the discretion of the applicable UK Fronting Bank. No UK Fronting Bank shall renew or extend any UK Letter of Credit if it receives written notice from Agent or the Required Multicurrency Facility Lenders of the existence of a Default or Event of Default. (c) The UK Borrower assumes Borrowers assume all risks of the acts, omissions or misuses of any UK Letter of Credit by the beneficiary. In connection with issuance of any UK Letter of Credit, none of Agent, any UK Issuing Fronting Bank or any UK Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a UK Letter of Credit or DocumentDocuments; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a UK BorrowerBorrower or Restricted Subsidiary; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any UK Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of any UK Issuing Fronting Bank, Agent or any UK Multicurrency Facility Lender, including any act or omission of a Governmental Authority. The rights and remedies of each UK Issuing Fronting Bank under the Loan Documents shall be cumulative. Each UK Issuing Fronting Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against UK Borrower Borrowers or Restricted Subsidiaries are discharged with proceeds of any UK Letter of CreditCredit issued by such UK Fronting Bank. (d) In connection with its administration of and enforcement of rights or remedies under any UK Letters of Credit or UK LC Documents, each UK Issuing Fronting Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by such UK Issuing Fronting Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Each UK Issuing Fronting Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Each UK Issuing Fronting Bank may employ agents and attorneys-in-fact in connection with any matter relating to UK Letters of Credit or UK LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care. (e) Schedule 1.1(b) contains a description of letters of credit under the heading “Existing UK Letters of Credit” that were issued by a Multicurrency Facility Lender for the account of a UK Borrower or Restricted Subsidiary prior to the Fourth Amendment Effective Date and which remain outstanding on the Fourth Amendment Effective Date (and setting forth, with respect to each such letter of credit, (i) the name of the issuing lender, (ii) the letter of credit number, (iii) the name of the account party, (iv) the stated amount (which shall be Dollars, Pounds Sterling or Euros), (v) the name of the beneficiary, (vi) the expiry date and (vii) whether such letter of credit constitutes a standby letter of credit or a trade letter of credit). Each UK Borrower and each Multicurrency Facility Lender hereby acknowledges and agrees that each such letter of credit, including any extension or renewal thereof in accordance with the terms thereof and hereof (each, as amended from time to time in accordance with the terms thereof and hereof, an “Existing UK Letter of Credit”) shall constitute a “UK Letter of Credit” for all purposes of this Agreement and, notwithstanding anything to the contrary stated in any such Existing UK Letter of Credit (including, without limitation, the account party named therein), shall be deemed issued on the Fourth Amendment Effective Date for the account of the Applicable UK Borrower or Restricted Subsidiary.

Issuance of UK Letters of Credit. Each UK Issuing Fronting Bank shall agrees to issue UK Letters of Credit for the account of any UK Borrower from time to time until the Facility Termination Date (or until the UK Revolver Commitment Termination Date, if earlier), in Sterling or, at the option of the Applicable UK Borrower, Dollars or Euros, or any other currency acceptable to Agent and UK Issuing Bank, from time to time until 30 days prior to the Revolver Termination Date (or until the UK Commitment Termination Date, if earlier), on the terms set forth herein, including the following: (a) Each UK Borrower acknowledges that each UK Issuing Fronting Bank’s issuance of willingness to issue any UK Letter of Credit is conditioned upon such UK Issuing Fronting Bank’s receipt of a UK LC Application with respect to the requested UK Letter of Credit, as well as such other instruments and agreements as such UK Issuing Fronting Bank may customarily require for issuance of a letter of credit of similar type and amount. No UK Issuing Fronting Bank shall have no any obligation to issue any UK Letter of Credit unless (i) such UK Issuing Fronting Bank receives a and Bank of America (London) receive an UK LC Request and UK LC Application at least three Business Days prior to the requested date of issuance; (ii) each UK LC Condition is satisfied; and (iii) if a Defaulting Lender exists that is a an UK LenderLender exists, such UK Lender or UK Borrower has Borrowers have entered into arrangements reasonably satisfactory to Agent and such UK Issuing Fronting Bank to eliminate any Fronting Exposure funding risk associated with such UK Defaulting Lender. If, in sufficient time to act, If an UK Issuing Fronting Bank receives written notice from Agent or Required Lenders an UK Lender at least three Business Days before issuance of an UK Letter of Credit that a any UK LC Condition has not been satisfied, such UK Issuing Fronting Bank shall not have no obligation to issue the requested UK Letter of CreditCredit (or any other) until such notice is withdrawn in writing by the Required Borrower Group Lenders or until the Required Borrower Group Lenders have waived such condition in accordance with this Agreement. Prior to receipt of any such notice, an UK Issuing Fronting Bank shall not be deemed to have knowledge of any failure of UK LC Conditions. All Existing UK Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. (b) UK Letters of Credit may be requested by UK Borrower to support obligations incurred in the Ordinary Course of Business, or as otherwise approved by Agent. Increase, The renewal or extension of a any UK Letter of Credit shall be treated as the issuance of a new UK Letter of Credit, except that UK Issuing Bank may require delivery of a new UK LC Application in its discretionshall be required at the discretion of the applicable UK Fronting Bank. No UK Fronting Bank shall renew or extend any UK Letter of Credit if it receives written notice from the Agent or the Required Borrower Group Lenders of the existence of a Default or Event of Default. (c) UK Borrower assumes Borrowers assume all risks of the acts, omissions or misuses of any UK Letter of Credit by the beneficiary. In connection with issuance of any UK Letter of Credit, none of Agent, any UK Issuing Fronting Bank or any UK Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a UK Letter of Credit or DocumentDocuments; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a UK Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any UK Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of any UK Issuing Fronting Bank, Agent or any UK Lender, including any act or omission of a Governmental Authority. The rights and remedies of each UK Issuing Fronting Bank under the Loan Documents shall be cumulative. Each UK Issuing Fronting Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against UK Borrower Borrowers are discharged with proceeds of any UK Letter of CreditCredit issued by such UK Fronting Bank. (d) In connection with its administration of and enforcement of rights or remedies under any UK Letters of Credit or UK LC Documents, each UK Issuing Fronting Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by such UK Issuing Fronting Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Each UK Issuing Fronting Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Each UK Issuing Fronting Bank may employ agents and attorneys-in-fact in connection with any matter relating to UK Letters of Credit or UK LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

Issuance of UK Letters of Credit. Each UK Issuing Fronting Bank shall agrees to issue UK Letters of Credit for the account of any UK Borrower from time to time until the Facility Termination Date (or until the UK Revolver Commitment Termination Date, if earlier), in Sterling or, at the option of the Applicable UK Borrower, Dollars Dollars, Euros or Euros, or any other currency acceptable to Agent and UK Issuing Bank, from time to time until 30 days prior to the Revolver Termination Date (or until the UK Commitment Termination Date, if earlier)Norwegian Kroner, on the terms set forth herein, including the following: (a) Each UK Borrower acknowledges that each UK Issuing Fronting Bank’s issuance of willingness to issue any UK Letter of Credit is conditioned upon such UK Issuing Fronting Bank’s receipt of a UK LC Application with respect to the requested UK Letter of Credit, as well as such other instruments and agreements as such UK Issuing Fronting Bank may customarily require for issuance of a letter of credit of similar type and amount. No UK Issuing Fronting Bank shall have no any obligation to issue any UK Letter of Credit unless (i) such UK Issuing Fronting Bank receives a and Bank of America (London) receive an UK LC Request and UK LC Application at least three (3) Business Days prior to the requested date of issuance; (ii) each UK LC Condition is satisfied; and (iii) if a Defaulting Lender exists that is a an UK LenderLender exists, such UK Lender or UK Borrower has Borrowers have entered into arrangements reasonably satisfactory to the Agent and such UK Issuing Fronting Bank to eliminate any Fronting Exposure funding risk associated with such UK Defaulting Lender. If, in sufficient time to act, If an UK Issuing Fronting Bank receives written notice from Agent or Required Lenders an UK Lender at least three (3) Business Days before issuance of an UK Letter of Credit that a any UK LC Condition has not been satisfied, such UK Issuing Fronting Bank shall not have no obligation to issue the requested UK Letter of CreditCredit (or any other) until such notice is withdrawn in writing by the Required Lenders or until the Required Lenders have waived such condition in accordance with this Agreement. Prior to receipt of any such notice, an UK Issuing Fronting Bank shall not be deemed to have knowledge of any failure of UK LC Conditions. (b) UK Letters of Credit may be requested by UK Borrower to support obligations incurred in the Ordinary Course of Business, or as otherwise approved by Agent. Increase, The renewal or extension of a any UK Letter of Credit shall be treated as the issuance of a new UK Letter of Credit, except that UK Issuing Bank may require delivery of a new UK LC Application in its discretionshall be required at the discretion of the applicable UK Fronting Bank. No UK Fronting Bank shall renew or extend any UK Letter of Credit if it receives written notice from the Agent or the Required Lenders of the existence of a Default or Event of Default. (c) UK Borrower assumes Borrowers assume all risks of the acts, omissions or misuses of any UK Letter of Credit by the beneficiary. In connection with issuance of any UK Letter of Credit, none of the Agent, any UK Issuing Fronting Bank or any UK Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a UK Letter of Credit or DocumentDocuments; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a UK Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any UK Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of any UK Issuing Fronting Bank, the Agent or any UK Lender, including any act or omission of a Governmental Authority. The rights and remedies of each UK Issuing Fronting Bank under the Loan Documents shall be cumulative. Each UK Issuing Fronting Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against UK Borrower Borrowers are discharged with proceeds of any UK Letter of CreditCredit issued by such UK Fronting Bank. (d) In connection with its administration of and enforcement of rights or remedies under any UK Letters of Credit or UK LC Documents, each UK Issuing Fronting Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by such UK Issuing Fronting Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Each UK Issuing Fronting Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Each UK Issuing Fronting Bank may employ agents and attorneys-in-fact in connection with any matter relating to UK Letters of Credit or UK LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

Issuance of UK Letters of Credit. Each UK Issuing Fronting Bank shall agrees to issue UK Letters of Credit in Sterling orfor the account of any UK Borrower or any Restricted Subsidiaries from time to time until five Business Days prior to the Multicurrency Facility Commitment Termination Date, in, at the option of the Applicable UK Borrower, Dollars Dollars, Pounds Sterling or Euros, or any other currency acceptable to Agent and UK Issuing Bank, from time to time until 30 days prior to the Revolver Termination Date (or until the UK Commitment Termination Date, if earlier), on the terms set forth herein, including the following: (a) Each UK Borrower acknowledges that each UK Issuing Fronting Bank’s issuance of willingness to issue any UK Letter of Credit is conditioned upon such UK Issuing Fronting Bank’s receipt of a UK LC Application with respect to the requested UK Letter of Credit, as well as such other instruments and agreements as such UK Issuing Fronting Bank may customarily require for issuance of a letter of credit of similar type and amount. No UK Issuing Fronting Bank shall have no any obligation to issue any UK Letter of Credit unless (i) such UK Issuing Fronting Bank receives a UK LC Request and Agent receive UK LC Application at least three Business Days prior to the requested date of issuance; (ii) each UK LC Condition is satisfied; and (iii) if a Defaulting Lender exists that is a UK LenderMulticurrency Facility Lender exists, such UK Defaulting Lender or UK Borrower has Borrowers have entered into arrangements reasonably satisfactory to Agent and such UK Issuing Fronting Bank to eliminate any Fronting Exposure funding risk associated with such UK Defaulting Lender. If, in sufficient time to act, If a UK Issuing Fronting Bank receives written notice from Agent or Required Lenders a Multicurrency Facility Lender at least three Business Days before issuance of a UK Letter of Credit that a any UK LC Condition has not been satisfied, such UK Issuing Fronting Bank shall not have no obligation to issue the requested UK Letter of CreditCredit (or any other) until such notice is withdrawn in writing by such Multicurrency Facility Lender or until the Required Multicurrency Facility Lenders have waived such condition in accordance with this Agreement. Prior to receipt of any such notice, a UK Issuing Fronting Bank shall not be deemed to have knowledge of any failure of UK LC Conditions. (b) UK Letters of Credit may be requested by UK Borrower to support obligations incurred in the Ordinary Course of Business, or as otherwise approved by Agent. Increase, The renewal or extension of a any UK Letter of Credit shall be treated as the issuance of a new UK Letter of Credit, except that UK Issuing Bank may require delivery of a new UK LC Application in its discretionshall only be required at the discretion of the applicable UK Fronting Bank. No UK Fronting Bank shall renew or extend any UK Letter of Credit if it receives written notice from Agent or the Required Multicurrency Facility Lenders of the existence of a Default or Event of Default. (c) The UK Borrower assumes Borrowers assume all risks of the acts, omissions or misuses of any UK Letter of Credit by the beneficiary. In connection with issuance of any UK Letter of Credit, none of Agent, any UK Issuing Fronting Bank or any UK Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a UK Letter of Credit or DocumentDocuments; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a UK BorrowerBorrower or Restricted Subsidiary; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any UK Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of any UK Issuing Fronting Bank, Agent or any UK Multicurrency Facility Lender, including any act or omission of a Governmental Authority. The rights and remedies of each UK Issuing Fronting Bank under the Loan Documents shall be cumulative. Each UK Issuing Fronting Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against UK Borrower Borrowers or Restricted Subsidiaries are discharged with proceeds of any UK Letter of CreditCredit issued by such UK Fronting Bank. (d) In connection with its administration of and enforcement of rights or remedies under any UK Letters of Credit or UK LC Documents, each UK Issuing Fronting Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by such UK Issuing Fronting Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Each UK Issuing Fronting Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts. Each UK Issuing Fronting Bank may employ agents and attorneys-in-fact in connection with any matter relating to UK Letters of Credit or UK LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care. (e) Schedule 1.1(b) contains a description of letters of credit under the heading “Existing UK Letters of Credit” that were issued by a Multicurrency Facility Lender for the account of a UK Borrower or Restricted Subsidiary prior to the Closing Date and which remain outstanding on the Closing Date (and setting forth, with respect to each such letter of credit, (i) the name of the issuing lender, (ii) the letter of credit number, (iii) the name of the account party, (iv) the stated amount (which shall be Dollars, Pounds Sterling or Euros), (v) the name of the beneficiary, (vi) the expiry date and (vii) whether such letter of credit constitutes a standby letter of credit or a trade letter of credit). Each UK Borrower and each Multicurrency Facility Lender hereby acknowledges and agrees that each such letter of credit, including any extension or renewal thereof in accordance with the terms thereof and hereof (each, as amended from time to time in accordance with the terms thereof and hereof, an “Existing UK Letter of Credit”) shall constitute a “UK Letter of Credit” for all purposes of this Agreement and, notwithstanding anything to the contrary stated in any such Existing UK Letter of Credit (including, without limitation, the account party named therein), shall be deemed issued on the Closing Date for the account of the Applicable UK Borrower or Restricted Subsidiary.