Common use of Issuance of U.S. Letters of Credit Clause in Contracts

Issuance of U.S. Letters of Credit. U.S. Issuing Bank shall issue U.S. Letters of Credit for the account of any U.S. Domiciled Obligor or its Subsidiaries (provided that each U.S. Domiciled Obligor agrees that it is jointly and severally liable with respect to, and guarantees payment under Section 5.10.1 with respect to, any U.S. Letter of Credit issued for the account of a Subsidiary that is not a U.S. Domiciled Obligor) from time to time until 30 days prior to the Maturity Date (or until the U.S. Revolver Commitment Termination Date, if earlier), on the terms set forth herein, including the following: (a) Each U.S. Borrower acknowledges that U.S. Issuing Bank’s issuance of any U.S. Letter of Credit is conditioned upon U.S. Issuing Bank’s receipt of a U.S. LC Application with respect to the requested U.S. Letter of Credit, as well as such other instruments and agreements as U.S. Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. U.S. Issuing Bank shall have no obligation to issue any U.S. Letter of Credit unless (i) Agent and U.S. Issuing Bank receive a U.S. LC Request and U.S. LC Application at least three Business Days prior to the requested date of issuance; (ii) each U.S. LC Condition is satisfied; and (iii) if a Defaulting Lender that is a U.S. Lender exists, such Lender or U.S. Borrowers have entered into arrangements satisfactory to Agent and U.S. Issuing Bank to eliminate any Fronting Exposure associated with such U.S. Lender. If, in sufficient time to act, U.S. Issuing Bank receives written notice from Agent or Required Borrower Group Lenders that a U.S. LC Condition has not been satisfied, U.S. Issuing Bank shall not issue the requested U.S. Letter of Credit. Prior to receipt of any such notice, U.S. Issuing Bank shall not be deemed to have knowledge of any failure of U.S. LC Conditions. All Existing U.S. 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) U.S. Letters of Credit may be requested by a U.S. Borrower or U.S. Borrower Agent to support obligations of the Parent and its Subsidiaries incurred in the Ordinary Course of Business, or as otherwise approved by Agent. Increase, renewal or extension of a U.S. Letter of Credit shall be treated as issuance of a new U.S. Letter of Credit, except that U.S. Issuing Bank may require a new U.S. LC Application in its discretion. (c) U.S. Borrowers assume all risks of the acts, omissions or misuses of any U.S. Letter of Credit by the beneficiary. In connection with issuance of any U.S. Letter of Credit, none of Agent, U.S. Issuing Bank or any U.S. 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 U.S. Letter of Credit or Documents; 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 an Obligor; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any U.S. Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of U.S. Issuing Bank, Agent or any U.S. Lender, including any act or omission of a Governmental Authority. The rights and remedies of U.S. Issuing Bank under the Loan Documents shall be cumulative. U.S. Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims are discharged with proceeds of any U.S. Letter of Credit issued by U.S. Issuing Bank. (d) In connection with its administration of and enforcement of rights or remedies under any U.S. Letters of Credit or U.S. LC Documents, U.S. 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 U.S. Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. U.S. 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. U.S. Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to U.S. Letters of Credit or U.S. LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

Issuance of U.S. Letters of Credit. U.S. Issuing Each US Fronting Bank shall agrees to issue U.S. US Letters of Credit for the account of any U.S. Domiciled Obligor US Borrower or its any Restricted Subsidiaries (provided that each U.S. Domiciled Obligor agrees that it is jointly and severally liable with respect to, and guarantees payment under Section 5.10.1 with respect to, any U.S. Letter of Credit issued for the account of a Subsidiary that is not a U.S. Domiciled Obligor) from time to time until 30 days five Business Days prior to the Maturity Date (or until the U.S. Revolver US Facility Commitment Termination Date, if earlier)in Dollars, on the terms set forth herein, including the following: (a) Each U.S. US Borrower acknowledges that U.S. Issuing each US Fronting Bank’s issuance of willingness to issue any U.S. US Letter of Credit is conditioned upon U.S. Issuing such US Fronting Bank’s receipt of a U.S. US LC Application with respect to the requested U.S. US Letter of Credit, as well as such other instruments and agreements as U.S. Issuing such US Fronting Bank may customarily require for issuance of a letter of credit of similar type and amount. U.S. Issuing No US Fronting Bank shall have no any obligation to issue any U.S. US Letter of Credit unless (i) such US Fronting Bank and Agent and U.S. Issuing Bank receive a U.S. LC Request and U.S. US LC Application at least three Business Days prior to the requested date of issuance; (ii) each U.S. US LC Condition is satisfied; and (iii) if a Defaulting Lender that is a U.S. US Facility Lender exists, such Defaulting Lender or U.S. US Borrowers have entered into arrangements reasonably satisfactory to Agent and U.S. Issuing such US Fronting Bank to eliminate any Fronting Exposure funding risk associated with such U.S. Defaulting Lender. If, in sufficient time to act, U.S. Issuing If a US Fronting Bank receives written notice from Agent or Required Borrower Group Lenders a US Facility Lender at least three Business Days before issuance of a US Letter of Credit that a U.S. any US LC Condition has not been satisfied, U.S. Issuing such US Fronting Bank shall not have no obligation to issue the requested U.S. US Letter of CreditCredit (or any other) until such notice is withdrawn in writing by such US Facility Lender or until the Required US Facility Lenders have waived such condition in accordance with this Agreement. Prior to receipt of any such notice, U.S. Issuing a US Fronting Bank shall not be deemed to have knowledge of any failure of U.S. US LC Conditions. All Existing U.S. 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) U.S. Letters of Credit may be requested by a U.S. Borrower or U.S. Borrower Agent to support obligations of the Parent and its Subsidiaries incurred in the Ordinary Course of Business, or as otherwise approved by Agent. Increase, The renewal or extension of a U.S. any US Letter of Credit shall be treated as the issuance of a new U.S. US Letter of Credit, except that U.S. Issuing Bank may require delivery of a new U.S. US LC Application in its discretionshall only be required at the discretion of the applicable US Fronting Bank. No US Fronting Bank shall renew or extend any US Letter of Credit if it receives written notice from Agent or the Required US Facility Lenders of the existence of a Default or Event of Default. (c) U.S. The US Borrowers assume all risks of the acts, omissions or misuses of any U.S. US Letter of Credit by the beneficiary. In connection with issuance of any U.S. US Letter of Credit, none of Agent, U.S. Issuing any US Fronting Bank or any U.S. 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 U.S. US Letter of Credit or Documents; 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 an Obligora US Borrower 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 U.S. US Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of U.S. Issuing any US Fronting Bank, Agent or any U.S. US Facility Lender, including any act or omission of a Governmental Authority. The rights and remedies of U.S. Issuing each US Fronting Bank under the Loan Documents shall be cumulative. U.S. Issuing Each US Fronting Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against US Borrowers or Restricted Subsidiaries are discharged with proceeds of any U.S. US Letter of Credit issued by U.S. Issuing such US Fronting Bank. (d) In connection with its administration of and enforcement of rights or remedies under any U.S. US Letters of Credit or U.S. US LC Documents, U.S. Issuing each US 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 U.S. Issuing such US Fronting Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. U.S. Issuing Each US 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. U.S. Issuing Each US Fronting Bank may employ agents and attorneys-in-fact in connection with any matter relating to U.S. US Letters of Credit or U.S. US 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 US Letters of Credit” that were issued by a US Facility Lender for the account of a US 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), (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 US Borrower and each US 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 US Letter of Credit”) shall constitute a “US Letter of Credit” for all purposes of this Agreement and, notwithstanding anything to the contrary stated in any such Existing US 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 US Borrower or Restricted Subsidiary.

Issuance of U.S. Letters of Credit. U.S. Issuing Bank shall issue U.S. Letters of Credit for the account of any U.S. Domiciled Obligor or its Restricted Subsidiaries (provided that each U.S. Domiciled Obligor agrees that it is jointly and severally liable with respect to, and guarantees payment under Section 5.10.1 with respect to, any U.S. Letter of Credit issued for the account of a Restricted Subsidiary that is not a U.S. Domiciled Obligor) from time to time until 30 days prior to the Maturity Date (or until the U.S. Revolver Commitment Termination Date, if earlier), on the terms set forth herein, including the following: (a) Each U.S. Borrower acknowledges that U.S. Issuing Bank’s issuance of any U.S. Letter of Credit is conditioned upon U.S. Issuing Bank’s receipt of a U.S. LC Application with respect to the requested U.S. Letter of Credit, as well as such other instruments and agreements as U.S. Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount. U.S. Issuing Bank shall have no obligation to issue any U.S. Letter of Credit unless (i) Agent and U.S. Issuing Bank receive a U.S. LC Request and U.S. LC Application at least three Business Days prior to the requested date of issuance; (ii) each U.S. LC Condition is satisfied; and (iii) if a Defaulting Lender that is a U.S. Lender exists, such Lender or U.S. Borrowers have entered into arrangements satisfactory to Agent and U.S. Issuing Bank to eliminate any Fronting Exposure associated with such U.S. Lender. If, in sufficient time to act, U.S. Issuing Bank receives written notice from Agent or Required Borrower Group Lenders that a U.S. LC Condition has not been satisfied, U.S. Issuing Bank shall not issue the requested U.S. Letter of Credit. Prior to receipt of any such notice, U.S. Issuing Bank shall not be deemed to have knowledge of any failure of U.S. LC Conditions. All Existing U.S. 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) U.S. Letters of Credit may be requested by a U.S. Borrower or U.S. Borrower Agent to support obligations of the Parent and its Subsidiaries incurred in the Ordinary Course of BusinessRestricted Subsidiaries, or as otherwise approved by Agent. Increase, renewal or extension of a U.S. Letter of Credit shall be treated as issuance of a new U.S. Letter of Credit, except that U.S. Issuing Bank may require a new U.S. LC Application in its discretion. (c) U.S. Borrowers assume all risks of the acts, omissions or misuses of any U.S. Letter of Credit by the beneficiary. In connection with issuance of any U.S. Letter of Credit, none of Agent, U.S. Issuing Bank or any U.S. 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 U.S. Letter of Credit or Documents; 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 an Obligor; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any U.S. Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of U.S. Issuing Bank, Agent or any U.S. Lender, including any act or omission of a Governmental Authority. The rights and remedies of U.S. Issuing Bank under the Loan Documents shall be cumulative. U.S. Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims are discharged with proceeds of any U.S. Letter of Credit issued by U.S. Issuing Bank. (d) In connection with its administration of and enforcement of rights or remedies under any U.S. Letters of Credit or U.S. LC Documents, U.S. 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 U.S. Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. U.S. 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. U.S. Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to U.S. Letters of Credit or U.S. LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

Issuance of U.S. Letters of Credit. Each U.S. Issuing Fronting Bank shall agrees to issue U.S. Letters of Credit for the account of any U.S. Domiciled Obligor or its Subsidiaries Borrower; (provided that each U.S. Domiciled Obligor Borrower agrees that it is jointly and severally liable with respect to, and guarantees payment under Section 5.10.1 with respect to, any U.S. Letter of Credit issued for the account of a Restricted Subsidiary that is not a U.S. Domiciled Obligor) Borrower from time to time until 30 days prior to the Maturity Facility Termination Date (or until the U.S. Revolver Commitment Termination Date, if earlier), on the terms set forth herein, including the following: (a) Each U.S. Borrower acknowledges that each U.S. Issuing Fronting Bank’s issuance of willingness to issue any U.S. Letter of Credit is conditioned upon such U.S. Issuing Fronting Bank’s receipt of a U.S. LC Application with respect to the requested U.S. Letter of Credit, as well as such other instruments and agreements as such U.S. Issuing Fronting Bank may customarily require for issuance of a letter of credit of similar type and amount. No U.S. Issuing Fronting Bank shall have no any obligation to issue any U.S. Letter of Credit unless (i) such U.S. Fronting Bank and the Bank of America (London) Agent and U.S. Issuing Bank receive a U.S. LC Request and U.S. LC Application at least three two (2) Business Days prior to the requested date of issuance; (ii) each U.S. LC Condition is satisfied; and (iii) if a Defaulting Lender that is a U.S. Lender exists, such Lender or U.S. Borrowers have entered into arrangements reasonably satisfactory to the Agent and such U.S. Issuing Fronting Bank to eliminate any Fronting Exposure funding risk associated with such U.S. Defaulting Lender. If, in sufficient time to act, If a U.S. Issuing Fronting Bank receives written notice from Agent or Required Borrower Group Lenders a U.S. Lender at least two (2) Business Days before issuance of a U.S. Letter of Credit that a any U.S. LC Condition has not been satisfied, such U.S. Issuing Fronting Bank shall not have no obligation to issue the requested U.S. 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, a U.S. Issuing Fronting Bank shall not be deemed to have knowledge of any failure of U.S. LC Conditions. All Existing U.S. 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) U.S. Letters of Credit may be requested by a U.S. Borrower or U.S. Borrower the North American Loan Party Agent to support obligations of the Parent and its Subsidiaries incurred in the Ordinary Course of Business, or as otherwise approved by Agent. Increase, The renewal or extension of a any U.S. Letter of Credit shall be treated as the issuance of a new U.S. Letter of Credit, except that U.S. Issuing Bank may require delivery of a new U.S. LC Application in its discretionshall be required at the discretion of the applicable U.S. Fronting Bank. No U.S. Fronting Bank shall renew or extend any U.S. 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) U.S. Borrowers assume all risks of the acts, omissions or misuses of any U.S. Letter of Credit by the beneficiary. In connection with issuance of any U.S. Letter of Credit, none of the Agent, any U.S. Issuing Fronting Bank or any U.S. 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 U.S. Letter of Credit or Documents; 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 an Obligora U.S. 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 U.S. Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of any U.S. Issuing Fronting Bank, the Agent or any U.S. Lender, including any act or omission of a Governmental Authority. The rights and remedies of each U.S. Issuing Fronting Bank under the Loan Documents shall be cumulative. Each U.S. Issuing Fronting Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any U.S. Letter of Credit issued by such U.S. Issuing Fronting Bank. (d) In connection with its administration of and enforcement of rights or remedies under any U.S. Letters of Credit or U.S. LC Documents, each U.S. 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 U.S. Issuing Fronting Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Each U.S. 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 U.S. Issuing Fronting Bank may employ agents and attorneys-in-fact in connection with any matter relating to U.S. Letters of Credit or U.S. LC Documents, and shall not be liable for the gross negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

Issuance of U.S. Letters of Credit. U.S. Issuing Fronting Bank shall agrees to issue U.S. Letters of Credit for the account of any U.S. Domiciled Obligor Borrower or its U.S. Subsidiaries that are Restricted Subsidiaries (provided that each a U.S. Domiciled Obligor agrees that it is Borrower shall be a co-applicant, and jointly and severally liable with respect to, and guarantees payment under Section 5.10.1 with respect to, any U.S. Letter of Credit issued for the account of a Subsidiary that is not a U.S. Domiciled ObligorRestricted Subsidiary) from time to time until 30 days prior to the Maturity Facility Termination Date (or until the U.S. Revolver Commitment Termination Date, if earlier), on the terms set forth herein, including the following: (a) Each U.S. Borrower acknowledges that U.S. Issuing Fronting Bank’s issuance of willingness to issue any U.S. Letter of Credit is conditioned upon U.S. Issuing Fronting Bank’s receipt of a U.S. LC Application with respect to the requested U.S. Letter of Credit, as well as such other instruments and agreements as U.S. Issuing Fronting Bank may customarily require for issuance of a letter of credit of similar type and amount. U.S. Issuing Fronting Bank shall have no obligation to issue any U.S. Letter of Credit unless (i) Agent and U.S. Issuing Fronting Bank receive receives a U.S. LC Request and U.S. LC Application at least three Business Days prior to the requested date of issuance; (ii) each U.S. LC Condition is satisfied; and (iii) if a Defaulting Lender that is a U.S. Lender exists, such Lender or U.S. Borrowers have entered into arrangements reasonably satisfactory to Agent and U.S. Issuing Fronting Bank to eliminate any Fronting Exposure funding risk associated with such U.S. Defaulting Lender. If, in sufficient time to act, If U.S. Issuing Fronting Bank receives written notice from Agent or Required Borrower Group Lenders a U.S. Lender at least three Business Days before issuance of a U.S. Letter of Credit that a any U.S. LC Condition has not been satisfied, U.S. Issuing Fronting Bank shall not have no obligation to issue the requested U.S. 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, U.S. Issuing Fronting Bank shall not be deemed to have knowledge of any failure of U.S. LC Conditions. All Existing U.S. 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) U.S. Letters of Credit may be requested by a U.S. Borrower or U.S. Borrower Agent to support obligations of the Parent and its Subsidiaries incurred in the Ordinary Course of Business, or as otherwise approved by Agent. Increase, The renewal or extension of a any U.S. Letter of Credit shall be treated as the issuance of a new U.S. Letter of Credit, except that U.S. Issuing Bank may require delivery of a new U.S. LC Application in its discretionshall be required at the discretion of U.S. Fronting Bank. No U.S. Fronting Bank shall renew or extend any U.S. 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) U.S. Borrowers assume all risks of the acts, omissions or misuses of any U.S. Letter of Credit by the beneficiary. In connection with issuance of any U.S. Letter of Credit, none of Agent, U.S. Issuing Fronting Bank or any U.S. 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 U.S. Letter of Credit or Documents; 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 an Obligora U.S. 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 U.S. Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of U.S. Issuing Fronting Bank, Agent or any U.S. Lender, including any act or omission of a Governmental Authority. The rights and remedies of U.S. Issuing Fronting Bank under the Loan Documents shall be cumulative. U.S. Issuing Fronting Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any U.S. Letter of Credit issued by U.S. Issuing BankCredit. (d) In connection with its administration of and enforcement of rights or remedies under any U.S. Letters of Credit or U.S. LC Documents, U.S. 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 U.S. Issuing Fronting Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. U.S. 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. U.S. Issuing Fronting Bank may employ agents and attorneys-in-fact in connection with any matter relating to U.S. Letters of Credit or U.S. LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

Issuance of U.S. Letters of Credit. Each U.S. Issuing Fronting Bank shall agrees to issue U.S. Letters of Credit for the account of any U.S. Domiciled Obligor Borrower or its Restricted Subsidiaries (provided that each U.S. Domiciled Obligor agrees that it is jointly and severally liable with respect to, and guarantees payment under Section 5.10.1 with respect to, any U.S. Letter of Credit issued for the account of a Subsidiary that is not a U.S. Domiciled Obligor) from time to time until 30 days the five Business Days prior to the Maturity Date (or until the U.S. Revolver Commitment Facility Termination Date, if earlier), on the terms set forth herein, including the following: (a) Each U.S. Borrower acknowledges that each U.S. Issuing Fronting Bank’s issuance of willingness to issue any U.S. Letter of Credit is conditioned upon such U.S. Issuing Fronting Bank’s receipt of a U.S. LC Application with respect to the requested U.S. Letter of Credit, as well as such other instruments and agreements as such U.S. Issuing Fronting Bank may customarily require for issuance of a letter of credit of similar type and amount. No U.S. Issuing Fronting Bank shall have no any obligation to issue any U.S. Letter of Credit unless (i) such U.S. Fronting Bank and Agent and U.S. Issuing Bank receive a U.S. LC Request and U.S. LC Application at least three Business Days prior to the requested date of issuance; (ii) each U.S. LC Condition is satisfied; and (iii) if a Defaulting Lender that is a U.S. Revolver Lender exists, such Lender or U.S. Borrowers have entered into arrangements reasonably satisfactory to Agent and such U.S. Issuing Fronting Bank to eliminate any Fronting Exposure funding risk associated with such U.S. Defaulting Lender. If, in sufficient time to act, If a U.S. Issuing Fronting Bank receives written notice from Agent or Required Borrower Group Lenders a U.S. Revolver Lender at least three Business Days before issuance of a U.S. Letter of Credit that a any U.S. LC Condition has not been satisfied, such U.S. Issuing Fronting Bank shall not have no obligation to issue the requested U.S. 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, a U.S. Issuing Fronting Bank shall not be deemed to have knowledge of any failure of U.S. LC Conditions. All Existing U.S. 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) U.S. Letters of Credit may be requested by a U.S. Borrower or U.S. Borrower Agent to support obligations of the Parent and its Subsidiaries incurred in the Ordinary Course of Business, or as otherwise approved by Agent. Increase, The renewal or extension of a any U.S. Letter of Credit shall be treated as the issuance of a new U.S. Letter of Credit, except that U.S. Issuing Bank may require delivery of a new U.S. LC Application in its discretionshall be required at the discretion of the applicable U.S. Fronting Bank. No U.S. Fronting Bank shall renew or extend any U.S. Letter of Credit if it receives written notice from Agent or the Required Borrower Group Lenders of the existence of a Default or Event of Default. (c) U.S. Borrowers assume all risks of the acts, omissions or misuses of any U.S. Letter of Credit by the beneficiary. In connection with issuance of any U.S. Letter of Credit, none of Agent, any U.S. Issuing Fronting Bank or any U.S. 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 U.S. Letter of Credit or Documents; 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 an Obligora U.S. 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 U.S. Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of any U.S. Issuing Fronting Bank, Agent or any U.S. Revolver Lender, including any act or omission of a Governmental Authority. The rights and remedies of each U.S. Issuing Fronting Bank under the Loan Documents shall be cumulative. Each U.S. Issuing Fronting Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any U.S. Letter of Credit issued by such U.S. Issuing Fronting Bank. (d) In connection with its administration of and enforcement of rights or remedies under any U.S. Letters of Credit or U.S. LC Documents, each U.S. 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 U.S. Issuing Fronting Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Each U.S. 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 U.S. Issuing Fronting Bank may employ agents and attorneys-in-fact in connection with any matter relating to U.S. Letters of Credit or U.S. LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

Issuance of U.S. Letters of Credit. Each U.S. Issuing Fronting Bank shall agrees to issue U.S. Letters of Credit for the account of any U.S. Domiciled Obligor Borrower or its Restricted Subsidiaries (provided that each U.S. Domiciled Obligor Borrower agrees that it is jointly and severally liable with respect to, and guarantees payment under Section 5.10.1 with respect to, any U.S. Letter of Credit issued for the account of a Restricted Subsidiary that is not a U.S. Domiciled ObligorBorrower) from time to time until 30 days prior to the Maturity Facility Termination Date (or until the U.S. Revolver Commitment Termination Date, if earlier), on the terms set forth herein, including the following: (a) Each U.S. Borrower acknowledges that each U.S. Issuing Fronting Bank’s issuance of willingness to issue any U.S. Letter of Credit is conditioned upon such U.S. Issuing Fronting Bank’s receipt of a U.S. LC Application with respect to the requested U.S. Letter of Credit, as well as such other instruments and agreements as such U.S. Issuing Fronting Bank may customarily require for issuance of a letter of credit of similar type and amount. No U.S. Issuing Fronting Bank shall have no any obligation to issue any U.S. Letter of Credit unless (i) such U.S. Fronting Bank and the Agent and U.S. Issuing Bank receive a U.S. LC Request and U.S. LC Application at least three two (2) Business Days prior to the requested date of issuance; (ii) each U.S. LC Condition is satisfied; and (iii) if a Defaulting Lender that is a U.S. Lender exists, such Lender or U.S. Borrowers have entered into arrangements reasonably satisfactory to the Agent and such U.S. Issuing Fronting Bank to eliminate any Fronting Exposure funding risk associated with such U.S. Defaulting Lender. If, in sufficient time to act, If a U.S. Issuing Fronting Bank receives written notice from Agent or Required Borrower Group Lenders a U.S. Lender at least two (2) Business Days before issuance of a U.S. Letter of Credit that a any U.S. LC Condition has not been satisfied, such U.S. Issuing Fronting Bank shall not have no obligation to issue the requested U.S. 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, a U.S. Issuing Fronting Bank shall not be deemed to have knowledge of any failure of U.S. LC Conditions. All Existing U.S. 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) U.S. Letters of Credit may be requested by a U.S. Borrower or U.S. Borrower Agent to support obligations of the Parent and its Subsidiaries incurred in the Ordinary Course of Business, or as otherwise approved by Agent. Increase, The renewal or extension of a any U.S. Letter of Credit shall be treated as the issuance of a new U.S. Letter of Credit, except that U.S. Issuing Bank may require delivery of a new U.S. LC Application in its discretionshall be required at the discretion of the applicable U.S. Fronting Bank. No U.S. Fronting Bank shall renew or extend any U.S. 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) U.S. Borrowers assume all risks of the acts, omissions or misuses of any U.S. Letter of Credit by the beneficiary. In connection with issuance of any U.S. Letter of Credit, none of the Agent, any U.S. Issuing Fronting Bank or any U.S. 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 U.S. Letter of Credit or Documents; 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 an Obligora U.S. 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 U.S. Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of any U.S. Issuing Fronting Bank, the Agent or any U.S. Lender, including any act or omission of a Governmental Authority. The rights and remedies of each U.S. Issuing Fronting Bank under the Loan Documents shall be cumulative. Each U.S. Issuing Fronting Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any U.S. Letter of Credit issued by such U.S. Issuing Fronting Bank. (d) In connection with its administration of and enforcement of rights or remedies under any U.S. Letters of Credit or U.S. LC Documents, each U.S. 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 U.S. Issuing Fronting Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Each U.S. 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 U.S. Issuing Fronting Bank may employ agents and attorneys-in-fact in connection with any matter relating to U.S. Letters of Credit or U.S. LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

Issuance of U.S. Letters of Credit. Each U.S. Issuing Fronting Bank shall agrees to issue U.S. Letters of Credit for the account of any U.S. Domiciled Obligor Borrower or its Restricted Subsidiaries (provided that each U.S. Domiciled Obligor Borrower agrees that it is jointly and severally liable with respect to, and guarantees payment under Section 5.10.1 with respect to, any U.S. Letter of Credit issued for the account of a Restricted Subsidiary that is not a U.S. Domiciled ObligorBorrower) from time to time until 30 days prior to the Maturity Facility Termination Date (or until the U.S. Revolver Commitment Termination Date, if earlier), on the terms set forth herein, including the following: (a) Each U.S. Borrower acknowledges that each U.S. Issuing Fronting Bank’s issuance of willingness to issue any U.S. Letter of Credit is conditioned upon such U.S. Issuing Fronting Bank’s receipt of a U.S. LC Application with respect to the requested U.S. Letter of Credit, as well as such other instruments and agreements as such U.S. Issuing Fronting Bank may customarily require for issuance of a letter of credit of similar type and amount. No U.S. Issuing Fronting Bank shall have no any obligation to issue any U.S. Letter of Credit unless (i) such U.S. Fronting Bank and Agent and U.S. Issuing Bank receive a U.S. LC Request and U.S. LC Application at least three Business Days prior to the requested date of issuance; (ii) each U.S. LC Condition is satisfied; and (iii) if a Defaulting Lender that is a U.S. Lender exists, such Lender or U.S. Borrowers have entered into arrangements reasonably satisfactory to Agent and such U.S. Issuing Fronting Bank to eliminate any Fronting Exposure funding risk associated with such U.S. Defaulting Lender. If, in sufficient time to act, If a U.S. Issuing Fronting Bank receives written notice from Agent or Required Borrower Group Lenders a U.S. Lender at least three Business Days before issuance of a U.S. Letter of Credit that a any U.S. LC Condition has not been satisfied, such U.S. Issuing Fronting Bank shall not have no obligation to issue the requested U.S. 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, a U.S. Issuing Fronting Bank shall not be deemed to have knowledge of any failure of U.S. LC Conditions. All Existing U.S. 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) U.S. Letters of Credit may be requested by a U.S. Borrower or U.S. Borrower Agent to support obligations of the Parent and its Subsidiaries incurred in the Ordinary Course of Business, or as otherwise approved by Agent. Increase, The renewal or extension of a any U.S. Letter of Credit shall be treated as the issuance of a new U.S. Letter of Credit, except that U.S. Issuing Bank may require delivery of a new U.S. LC Application in its discretionshall be required at the discretion of the applicable U.S. Fronting Bank. No U.S. Fronting Bank shall renew or extend any U.S. 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) U.S. Borrowers assume all risks of the acts, omissions or misuses of any U.S. Letter of Credit by the beneficiary. In connection with issuance of any U.S. Letter of Credit, none of Agent, any U.S. Issuing Fronting Bank or any U.S. 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 U.S. Letter of Credit or Documents; 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 an Obligora U.S. 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 U.S. Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of any U.S. Issuing Fronting Bank, Agent or any U.S. Lender, including any act or omission of a Governmental Authority. The rights and remedies of each U.S. Issuing Fronting Bank under the Loan Documents shall be cumulative. Each U.S. Issuing Fronting Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any U.S. Letter of Credit issued by such U.S. Issuing Fronting Bank. (d) In connection with its administration of and enforcement of rights or remedies under any U.S. Letters of Credit or U.S. LC Documents, each U.S. 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 U.S. Issuing Fronting Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Each U.S. 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 U.S. Issuing Fronting Bank may employ agents and attorneys-in-fact in connection with any matter relating to U.S. Letters of Credit or U.S. LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

Issuance of U.S. Letters of Credit. Each U.S. Issuing Fronting Bank shall agrees to issue U.S. Letters of Credit for the account of any U.S. Domiciled Obligor Borrower or its Subsidiaries Restricted Subsidiary; (provided that each U.S. Domiciled Obligor Borrower agrees that it is jointly and severally liable with respect to, and guarantees payment under Section 5.10.1 with respect to, any U.S. Letter of Credit issued for the account of a Restricted Subsidiary that is not a U.S. Domiciled Obligor) Borrower from time to time until 30 days prior to the Maturity Facility Termination Date (or until the U.S. Revolver Commitment Termination Date, if earlier), on the terms set forth herein, including the following: (a) Each U.S. Borrower acknowledges that each U.S. Issuing Fronting Bank’s issuance of willingness to issue any U.S. Letter of Credit is conditioned upon such U.S. Issuing Fronting Bank’s receipt of a U.S. LC Application with respect to the requested U.S. Letter of Credit, as well as such other instruments and agreements as such U.S. Issuing Fronting Bank may customarily require for issuance of a letter of credit of similar type and amount. No U.S. Issuing Fronting Bank shall have no any obligation to issue any U.S. Letter of Credit unless (i) such U.S. Fronting Bank and the Bank of America (London) Agent and U.S. Issuing Bank receive a U.S. LC Request and U.S. LC Application at least three two (2) Business Days prior to the requested date of issuance; (ii) each U.S. LC Condition is satisfied; and (iii) if a Defaulting Lender that is a U.S. Lender exists, such Lender or U.S. Borrowers have entered into arrangements reasonably satisfactory to the Agent and such U.S. Issuing Fronting Bank to eliminate any Fronting Exposure funding risk associated with such U.S. Defaulting Lender. If, in sufficient time to act, If a U.S. Issuing Fronting Bank receives written notice from Agent or Required Borrower Group Lenders a U.S. Lender at least two (2) Business Days before issuance of a U.S. Letter of Credit that a any U.S. LC Condition has not been satisfied, such U.S. Issuing Fronting Bank shall not have no obligation to issue the requested U.S. 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, a U.S. Issuing Fronting Bank shall not be deemed to have knowledge of any failure of U.S. LC Conditions. All Existing U.S. 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) U.S. Letters of Credit may be requested by a U.S. Borrower or U.S. Borrower the North American Loan Party Agent to support obligations of the Parent and its Subsidiaries incurred in the Ordinary Course of Business, or as otherwise approved by Agent. Increase, The renewal or extension of a any U.S. Letter of Credit shall be treated as the issuance of a new U.S. Letter of Credit, except that U.S. Issuing Bank may require delivery of a new U.S. LC Application in its discretionshall be required at the discretion of the applicable U.S. Fronting Bank. No U.S. Fronting Bank shall renew or extend any U.S. 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) U.S. Borrowers assume all risks of the acts, omissions or misuses of any U.S. Letter of Credit by the beneficiary. In connection with issuance of any U.S. Letter of Credit, none of the Agent, any U.S. Issuing Fronting Bank or any U.S. 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 U.S. Letter of Credit or Documents; 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 an Obligora U.S. 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 U.S. Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of any U.S. Issuing Fronting Bank, the Agent or any U.S. Lender, including any act or omission of a Governmental Authority. The rights and remedies of each U.S. Issuing Fronting Bank under the Loan Documents shall be cumulative. Each U.S. Issuing Fronting Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any U.S. Letter of Credit issued by such U.S. Issuing Fronting Bank. (d) In connection with its administration of and enforcement of rights or remedies under any U.S. Letters of Credit or U.S. LC Documents, each U.S. 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 U.S. Issuing Fronting Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person. Each U.S. 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 U.S. Issuing Fronting Bank may employ agents and attorneys-in-fact in connection with any matter relating to U.S. Letters of Credit or U.S. LC Documents, and shall not be liable for the gross negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.