Acceptances. In lieu of the Fronting Bank honoring its Disbursement obligation, the U.S. Borrower, the Warnaco Sub Borrowers and the Sub Borrower hereby irrevocably authorize and direct the Fronting Bank to create Acceptances upon the presentation of drafts to the Fronting Bank for acceptance by the Fronting Bank as Acceptances pursuant to this Agreement, provided that such Acceptances shall be properly executed and drawn by the U.S. Borrower, any Warnaco Sub Borrower, the Sub Borrower or (provided that the Letter of Credit giving rise to such Disbursement obligation was issued for the account of the U.S. Borrower, any Warnaco Sub Borrower or the Sub Borrower) any Letter of Credit Beneficiary (each such party referred to as a "Drawer"). To facilitate the acceptance of Acceptances drawn by the U.S. Borrower, the Warnaco Sub Borrowers or the Sub Borrower, each of the U.S. Borrower, the Warnaco Sub Borrowers and the Sub Borrower shall from time to time as required by the Fronting Bank provide to the Fronting Bank an appropriate number of executed drafts drawn in blank by such Borrower in the form prescribed by the Fronting Bank. The U.S. Borrower, the Warnaco Sub Borrowers or the Sub Borrower may, at their option, execute any draft so presented by the facsimile signature or signatures of any one or more designated signing officers of such Borrower. In any event, the Fronting Bank is hereby authorized to accept or pay, as the case may be, any draft of a Drawer which purports to bear its facsimile signature or signatures notwithstanding that any such individual has ceased to be a designated signing officer of such Drawer and any such draft or Acceptance shall be as valid as if such individual were a designated signing officer of such Drawer at the date of issue of such Acceptance. Each draft or Acceptance not originally executed by a Drawer (but instead executed by facsimile, stamp or otherwise) may be dealt with by the Fronting Bank for all intents and purposes and shall bind each Borrower as if duly originally executed by the applicable Drawer's authorized officer (or other person with authority to bind such Drawer) and issued by such Borrower. Without limiting the effect of the indemnity provided under Section 11.4 but in addition to such provision, each of the U.S. Borrower, the Sub Borrower and each Warnaco Sub Borrower will and hereby does undertake to hold the Fronting Bank harmless against, and to indemnify, and each such Borrower hereby does agree to indemnify, the Fronting Bank from, all losses, costs, damages and expenses arising out of the payment or negotiation of any such draft or Acceptance on which a facsimile signature of any Drawer has been wrongly affixed, except to the extent caused by the gross negligence or willful misconduct of the Fronting Bank. The Fronting Bank shall not be liable for its failure to accept an Acceptance as required hereunder if the cause of such failure is, in whole or in part, due to the failure of any Drawer to provide executed drafts to the Fronting Bank on a timely basis. Without creating any obligation to effect such a purchase, Acceptances may be purchased by the Fronting Bank and may be held by it for its own account until maturity or sold by it at any time prior thereto in any relevant market therefor in the United States or elsewhere, in the Fronting Bank's sole discretion. Each Acceptance shall by its terms:
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Acceptances. In lieu of the Fronting Bank honoring its Disbursement obligation, the U.S. Borrower, the Warnaco Sub Borrowers and the Sub Borrower hereby irrevocably authorize and direct the Fronting Bank to create Acceptances upon the presentation of drafts to the Fronting Bank for acceptance by the Fronting Bank as Acceptances pursuant to this Agreement, provided that such Acceptances shall be properly executed and drawn by the U.S. Borrower, any Warnaco Sub Borrower, the Sub Borrower or (provided that the Letter of Credit giving rise to such Disbursement obligation was issued for the account of the U.S. Borrower, any Warnaco Sub Borrower or the Sub Borrower) any Letter of Credit Beneficiary (each such party referred to as a "Drawer"). To facilitate the acceptance of Acceptances drawn by the U.S. Borrower, the Warnaco Sub Borrowers or the Sub Borrower, each of the U.S. Borrower, the Warnaco Sub Borrowers and the Sub Borrower shall from time to time as required by the Fronting Bank provide to the Fronting Bank an appropriate number of executed drafts drawn in blank by such Borrower in the form prescribed by the Fronting Bank. The U.S. Borrower, the Warnaco Sub Borrowers or the Sub Borrower may, at their option, execute any draft so presented by the facsimile signature or signatures of any one or more designated signing officers of such Borrower. In any event, the Fronting Bank is hereby authorized to accept or pay, as the case may be, any draft of a Drawer which purports to bear its facsimile signature or signatures notwithstanding that any such individual has ceased to be a designated signing officer of such Drawer and any such draft or Acceptance shall be as valid as if such individual were a designated signing officer of such Drawer at the date of issue of such Acceptance. Each draft or Acceptance not originally executed by a Drawer (but instead executed by facsimile, stamp or otherwise) may be dealt with by the Fronting Bank for all intents and purposes and shall bind each Borrower as if duly originally executed by the applicable Drawer's authorized officer (or other person with authority to bind such Drawer) and issued by such Borrower. Without limiting the effect of the indemnity provided under Section 11.4 but in addition to such provision, each of the U.S. Borrower, the Sub Borrower and each Warnaco Sub Borrower will and hereby does undertake to hold the Fronting Bank harmless against, and to indemnify, and each such Borrower hereby does agree to indemnify, the Fronting Bank from, all losses, costs, damages and expenses arising out of the payment or negotiation of any such draft or Acceptance on which a facsimile signature of any Drawer has been wrongly affixed, except to the extent caused by the gross negligence or willful misconduct of the Fronting Bank. The Fronting Bank shall not be liable for its failure to accept an Acceptance as required hereunder if the cause of such failure is, in whole or in part, due to the failure of any Drawer to provide executed drafts to the Fronting Bank on a timely basis. Without creating any obligation to effect such a purchase, Acceptances may be purchased by the Fronting Bank and may be held by it for its own account until maturity or sold by it at any time prior thereto in any relevant market therefor in the United States or elsewhere, in the Fronting Bank's sole discretion. Each Acceptance shall by its terms:
(a) be created with a face amount which does not exceed (or would not exceed) the then existing Acceptance Availability, and
(b) subject to the next sentence, have a Maturity Date occurring no later than 180 days from its date of creation. Notwithstanding anything to the contrary contained in this Agreement,
(i) no Acceptance shall be created in respect of a Non-U.S. Letter of Credit,
(ii) no Acceptance shall have a Maturity Date scheduled to occur later than 180 days after the Stated Expiry Date of the Letter of Credit with reference to which such Acceptance was created,
(iii) Acceptances shall only be created in respect of Letters of Credit for which the account party is the U.S. Borrower, a Warnaco Sub Borrower, the Sub Borrower or a wholly-owned Subsidiary of any such Borrower,
(iv) the face amount of any Acceptance shall be in an amount equal to the Stated Amount of the Letter of Credit with reference to which such Acceptance was created, and
(v) this Agreement shall control in the event of any conflict with any Acceptance-related document (other than any Acceptance).
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Acceptances. In lieu of the a Fronting Bank honoring its Disbursement obligationobligation under a Letter of Credit issued by that Fronting Bank, the U.S. Borrower, the Warnaco Sub Borrowers and the Sub Borrower hereby irrevocably authorize and direct the each Fronting Bank to create Acceptances upon the presentation of drafts to the such Fronting Bank for acceptance by the such Fronting Bank as Acceptances pursuant to this Agreement, provided that such Acceptances shall shall, in the opinion of such Fronting Bank, be properly executed and drawn by the U.S. Borrower, any Warnaco Sub Borrower, the Sub Borrower or (provided that the Letter of Credit giving rise to such Disbursement obligation was issued for the account of the U.S. Borrower, any Warnaco Sub Borrower or the Sub Borrower) any Letter of Credit Beneficiary , as applicable (each such party referred to as a "Drawer"). To facilitate the acceptance of Acceptances drawn by the U.S. Borrower, the Warnaco Sub Borrowers or the Sub Borrower, each of the U.S. Borrower, the Warnaco Sub Borrowers and the Sub Borrower shall from time to time as required by the either Fronting Bank provide to the such Fronting Bank an appropriate number of executed drafts drawn in blank by such Borrower in the form prescribed by the such Fronting Bank. The U.S. Borrower, the Warnaco Sub Borrowers or the Sub Borrower may, at their option, execute any draft so presented by the facsimile signature or signatures of any one or more designated signing officers of such Borrower. In any event, the each Fronting Bank is hereby authorized to accept or pay, as the case may be, any draft of a Drawer which purports to bear its facsimile signature or signatures notwithstanding that any such individual has ceased to be a designated signing officer of such Drawer and any such draft or Acceptance shall be as valid as if such individual were a designated signing officer of such Drawer at the date of issue of such Acceptance. Each draft or Acceptance not originally executed by a Drawer (but instead executed by facsimile, stamp or otherwise) may be dealt with by the a Fronting Bank for all intents and purposes and shall bind each Borrower as if duly originally executed by the applicable Drawer's authorized officer (or other person with authority to bind such Drawer) and issued by such Borrower. Without limiting the effect of the indemnity provided under Section 11.4 but in addition to such provision, each of the U.S. Borrower, the Sub Borrower and each Warnaco Sub Borrower will and hereby does undertake to hold the each Fronting Bank harmless against, and to indemnify, and each such Borrower hereby does agree to indemnify, the each Fronting Bank from, all losses, costs, damages and expenses arising out of the payment or negotiation of any such draft or Acceptance on which a facsimile signature of any Drawer has been wrongly affixed, except to the extent caused by the gross negligence or willful misconduct of the such Fronting Bank. The Neither Fronting Bank shall not be liable for its failure to accept an Acceptance as required hereunder if the cause of such failure is, in whole or in part, due to the failure of any Drawer to provide executed drafts to the such Fronting Bank on a timely basis. Without creating any obligation to effect such a purchase, Acceptances may be purchased by the each Fronting Bank and may be held by it for its own account until maturity or sold by it at any time prior thereto in any relevant market therefor in the United States or elsewhere, in the such Fronting Bank's sole discretion. Each Acceptance shall by its terms:
(a) be created with a face amount which does not exceed (or would not exceed), alone or in the aggregate with other Acceptances, the then existing Acceptance Availability, and
(b) have a Maturity Date occurring no later than 90 days from its date of creation or, if earlier, August 12, 2002. Notwithstanding anything to the contrary contained in this Agreement,
(i) no Acceptance shall be created after August 12, 2002 or in respect of a Non-U.S. Letter of Credit,
(ii) Acceptances shall only be created in respect of Letters of Credit for which the account party is the U.S. Borrower, a Warnaco Sub Borrower, the Sub Borrower or a wholly-owned Subsidiary of any such Borrower,
(iii) the face amount of any Acceptance shall be in an amount equal to the amount of the Disbursement under the Letter of Credit with reference to which such Acceptance was created, and
(iv) this Agreement shall control in the event of any conflict with any Acceptance-related document (other than any Acceptance).
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