Common use of Making the Loans Clause in Contracts

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice (promptly confirmed in writing, in substantially the form of Exhibit B hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York time) on the date which is three (3) Business Days prior to the date of the proposed Loan (in the case of a LIBOR Rate Loan), or not later than 12:00 noon (New York time) on the date which is one (1) Business Day prior to the date of the proposed Loan (in the case of a Reference Rate Loan); provided, however that the Administrative Borrower shall provide the Administrative Agent with no less than fifteen (15) days prior written notice of a request to borrow a Delayed Draw Term Loan. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount and type of the proposed Loan, (ii) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date and, with respect to the Additional Term Loan, must be the Second Amendment Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”. The Administrative Agent and the Lenders may act without liability upon the basis of written, facsimile or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing, absent manifest error. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower Each Borrowing with respect to a Warehouse Loan shall give the Administrative Agent prior telephonic be made on notice (promptly confirmed a "Notice of Warehouse Borrowing"), substantially in writing, in substantially the form of Exhibit B hereto (a “O-1 hereto, appropriately completed and executed by an Authorized Signatory of Borrower, which Notice of Borrowing”)), Warehouse Borrowing must be received by Lender not later than 12:00 noon 2:00 p.m. (New York City time) on the date which is three (3) Business Days prior to the date of the proposed Loan (in the case of a LIBOR Rate Loan), or not later than 12:00 noon (New York time) on the date which is one (1) Business Day prior to the date proposed Borrowing Date by Borrower to Lender; provided that, if any of the Eligible Contracts to be pledged in connection with a Warehouse Loan are Clean-up Call Contracts, the related Notice of Warehouse Borrowing must be received by Lender not later than 2:00 p.m. (New York City time) on the third (3rd) Business Day of the month of the Borrowing Date proposed by Borrower to Lender; provided further, that there shall be no more than one Notice of Warehouse Borrowing per Business Day and no more than five (5) Notices of Warehouse Borrowing per week (except that there may be one additional Notice of Warehouse Borrowing delivered on a Business Day on which a Notice of Warehouse Borrowing with respect to a Clean-up Call Loan is delivered and, if such an additional Notice of Warehouse Borrowing is delivered on such a Business Day, a total of six (6) Notices of Warehouse Borrowing may be delivered during the week in which such Business Day falls). Each such Notice of Warehouse Borrowing shall be irrevocable. In the case of any Clean-up Call Loan, Borrower shall deliver to Lender a copy of the related Notice of Clean-up Call, together with a notice to Lender of Borrower's intent to deliver a Notice of Warehouse Borrowing with respect to such Clean-up Call Loan, no later than the Business Day immediately following the date on which such Notice of Clean-up Call shall have been delivered to the indenture trustee in the related securitization. Upon fulfillment of the applicable conditions set forth in Article IV hereof, Lender shall make the proceeds of a Borrowing made on notice in accordance with this Section 2.03(a) available to Borrower in immediately available funds to such account or accounts as Borrower shall designate to Lender in writing. Except in the case of a Reference Rate Loan); provided, however that the Administrative Borrower shall provide the Administrative Agent with no less than fifteen (15) days prior written notice of a request to borrow a Delayed Draw Term Loan. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount and type of the proposed Loan, (ii) the proposed borrowing date, which must be a Business Day, and, Borrowings with respect to Clean-up Call Loans pursuant to Section 2.06, proceeds of a Borrowing in accordance with the Initial Term Loan, must preceding sentence shall be made on the Effective Date and, with respect to the Additional Term Loan, must be the Second Amendment Effective proposed Borrowing Date, but in no event earlier than 2:00 p.m. (iiiNew York City time) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”. The Administrative Agent and the Lenders may act without liability upon the basis of written, facsimile or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any on such telephonic Notice of Borrowing, absent manifest error. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of BorrowingBorrowing Date.

Making the Loans. (a) The Administrative Borrower shall give notice to the Administrative Agent prior telephonic notice which may be given by (promptly confirmed x) telephone or (y) in writing, in substantially the form of Exhibit B C hereto (a “"Notice of Borrowing”")) (provided, that, any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Notice of Borrowing), not later than 12:00 noon (A) 1:00 p.m. (New York City time) on the date which is three (3) 3 Business Days prior to the date of the proposed Loan (in the case of Loan, if made as a LIBOR Rate Loan)Loan (or such shorter period as the Administrative Agent is willing to accommodate from time to time, or not but in no event later than 12:00 noon 1:00 p.m. (New York City time) on the borrowing date which is one of the proposed Loan) or (1B) Business Day prior to 1:00 p.m. on the date of the proposed Loan (in the case of Loan, if made as a Reference Rate Loan); provided, however that the Administrative Borrower shall provide the Administrative Agent with no less than fifteen (15) days prior written notice of a request to borrow a Delayed Draw Term Loan. Such Any such Notice of Borrowing shall be irrevocable and shall specify (i) the applicable Borrower and principal amount and type of the proposed Loan, (ii) in the case of Loans requested on the Effective Date, whether such Loan is requested to be a Revolving Loan or the Term Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and, in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, and (iv) the proposed borrowing date, which must be a Business Day, and, and (1) with respect to the Initial portion of the Term Loan, Loan funded pursuant to the Total Original Term Loan Commitment must be the Effective Date andDate, (2) with respect to the Additional portion of the Term Loan, Loan funded pursuant to the Total Term A Loan Commitment must be the Second First Amendment Effective Date and, (3) with respect to the portion of the Term Loan funded pursuant to the Total Term A-1 Loan Commitment must be the Third Amendment Effective Date and (4) with respect to the portion of the Term Loan funded pursuant to the Total Term A-2 Loan Commitment must be the Fourth Amendment Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”. The Administrative Agent and the Lenders may act without liability upon the basis of written, facsimile telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s 's record of the terms of any such telephonic Notice of Borrowing, absent manifest error. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s 's authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower Each Loan shall give the Administrative Agent prior telephonic notice (promptly confirmed in writingbe made by a written request by an officer or employee of Borrower, in substantially the form of Exhibit B 2.01(b)(ii) hereto (a “Notice of Borrowing”)), not ) delivered to Administrative Agent (which notice must be received by Administrative Agent no later than 12:00 noon 10:00 a.m. (New York California time)) on the date which is three (3) Business Days prior to the date of the proposed Loan (in the case of a LIBOR Rate Loan), or not later than 12:00 noon (New York time) on the date which is one (1) Business Day prior to that is the date of the proposed Loan (in the case of a Reference Rate Loan); providedrequested Funding Date, however that the Administrative Borrower shall provide the Administrative Agent with no less than fifteen (15) days prior written notice of a request to borrow a Delayed Draw Term Loan. Such Notice of Borrowing which shall be irrevocable and shall specify (i) the principal amount and type of the proposed such Loan, and (ii) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date and, with respect to the Additional Term Loan, must be the Second Amendment Effective requested Funding Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated Business Day. At Administrative Agent’s election, in lieu of delivering the above-described request in writing, any officer or employee of Borrower may give Lender telephonic notice of such request by the definition required time, with such telephonic notice to be confirmed in writing pursuant to a Notice of Borrowing within 24 hours of the term “Interest Period”giving of such notice. The Administrative Agent and the Lenders may act without liability upon the basis of written, facsimile telecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer officer or employee thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any officer or employee of Borrower’s authority to request a Loan on behalf of the Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. The Administrative Agent and the Lenders may act without liability upon the basis of written, absent manifest errortelecopied or telephonic notice believed by the Administrative Agent in good faith to be from the Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Borrower to the Administrative Agent). The Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers Borrower until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic written notice (promptly confirmed in writing, in substantially the form of Exhibit B C hereto (a “Notice of Borrowing”)), not later than 12:00 noon (New York City time) on the date which is three (3) Business Days (or, in the case of any Delayed Draw Term Loan, fifteen (15) Business Days) prior to the date of the proposed Loan (or such shorter period as the Origination Agent and the Administrative Agent are willing to accommodate from time to time, but in the case of a LIBOR Rate Loan), or not no event later than 12:00 noon (New York City time) on the date which is one (1) Business Day prior to the borrowing date of the proposed Loan (in the case of a Reference Rate Loan); provided, however that the Administrative Borrower shall provide the Administrative Agent with no less than fifteen (15) days prior written notice of a request to borrow a Delayed Draw Term Loan. Such Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount and type of the proposed Loan, (ii) the use of the proceeds of such proposed Loan, (iii) whether the Loan is requested to be a Reference Rate Loan or a LIBOR Rate Loan and in the case of a LIBOR Rate Loan, the initial Interest Period with respect thereto, (iv) the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Effective Date Term Loan, must be the Effective Date and, with respect to the Additional Term Loan, must be the Second Amendment Effective Date, and (iiiv) whether the wire instructions for the account or accounts to which the proposed Loan is to funds should be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”transferred. The Administrative Agent and the Lenders may act without liability upon the basis of written, facsimile or telephonic written notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing, absent manifest error. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowing. Upon its receipt of a Notice of Borrowing, the Administrative Agent shall promptly notify each Lender, and thereafter each Lender shall make the amount of its applicable Term Loan Commitment available to the Administrative Agent in immediately available funds no later than 1:00 p.m. (New York City time) on the date of the proposed Loan. Upon receipt of all Loan funds, the Administrative Agent shall promptly transfer such funds to the Administrative Borrower by wire transfer in immediately available funds to the account or accounts designated in the Notice of Borrowing.

Making the Loans. (a) The Administrative Borrower Each Borrowing shall give the Administrative Agent prior telephonic be made on notice (promptly confirmed in writing, in substantially the form of Exhibit B hereto (a “Notice of Borrowing”))) by Borrower to the Agent, substantially in the form of Exhibit O hereto, appropriately completed and executed by an Authorized Signatory of Borrower, which Notice of Borrowing must be received by the Agent not later than 12:00 noon 2:00 p.m. (New York City time) on the date which is three (3) Business Days prior to the date of the proposed Loan (in the case of a LIBOR Rate Loan), or not later than 12:00 noon (New York time) on the date which is one (1) Business Day prior to the date proposed Borrowing Date; provided that, if any of the Eligible Contracts to be pledged in connection with a Borrowing are Clean-up Call Contracts, the related Notice of Borrowing must be received by the Agent not later than 2:00 p.m. (New York City time) on the third (3rd) Business Day of the month of the Borrowing Date proposed by Borrower to the Agent and the Lenders; provided further, that there shall be no more than one Notice of Borrowing per Business Day and no more than five (5) Notices of Borrowing per week (except that there may be one additional Notice of Borrowing delivered on a Business Day on which a Notice of Borrowing with respect to a Clean-up Call Loan is delivered and, if such an additional Notice of Borrowing is delivered on such a Business Day, a total of six (6) Notices of Borrowing may be delivered during the week in the case of a Reference Rate Loanwhich such Business Day falls); provided, however that the Administrative Borrower shall provide the Administrative Agent with no less than fifteen (15) days prior written notice of a request to borrow a Delayed Draw Term Loan. Such Each such Notice of Borrowing shall be irrevocable and irrevocable. In the case of any Clean-up Call Loan, Borrower shall specify (i) deliver to the principal amount and type Agent a copy of the proposed Loanrelated Notice of Clean-up Call, (ii) together with a notice to the proposed borrowing date, which must be Agent of Borrower’s intent to deliver a Business Day, and, Notice of Borrowing with respect to the Initial Term such Clean-up Call Loan, must be no later than the Effective Date and, with respect Business Day immediately following the date on which such Notice of Clean-up Call shall have been delivered to the Additional Term Loanindenture trustee in the related securitization. Upon fulfillment of the applicable conditions set forth in Article IV hereof, must be each Lender shall make the Second Amendment Effective Dateproceeds of the Class A Loans or Class B Loans, (iii) whether as applicable, included in such Borrowing made on notice in accordance with this Section 2.03 available to Borrower in immediately available funds to such account or accounts as Borrower shall designate to the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, Agent and (iv) such Lender in writing. Except in the case of Borrowings with respect to Clean-up Call Loans pursuant to Section 2.06, proceeds of a LIBOR Rate Loan, Borrowing in accordance with the initial Interest Period to be applicable thereto, which preceding sentence shall be a period contemplated by made on the definition of the term “Interest Period”. The Administrative Agent and the Lenders may act without liability upon the basis of writtenproposed Borrowing Date, facsimile or telephonic notice believed by the Administrative Agent but in good faith to be from the Administrative Borrower no event earlier than 2:00 p.m. (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any New York City time) on such telephonic Notice of Borrowing, absent manifest error. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of BorrowingBorrowing Date.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic notice and BLITA a Borrowing Notice (promptly which shall be confirmed in writing, in substantially the form of Exhibit B hereto (a “Notice of Borrowing”)), by telephone) not later than 12:00 noon 9:00 a.m. (New York Tel Aviv time) on five (5) Business Days prior to the date which is proposed Borrowing Date, and the Administrative Agent shall promptly deliver such Borrowing Notice to each Lender; provided, that (i) if the Borrowing Notice requests a Borrowing of not more than $200,000,000, the Administrative Agent and BLITA must receive such Borrowing Notice not less than three (3) Business Days prior to the date of proposed Borrowing Date, and (ii) if the proposed Loan Administrative Agent and BLITA receive the Borrowing Notice less than three (in the case of a LIBOR Rate Loan), or not later than 12:00 noon (New York time) on the date which is one (13) Business Day Days prior to the date of proposed Borrowing Date, the proposed Loan Lenders shall not be obligated to fund (but the Lenders may elect to fund in the case of a Reference Rate Loantheir sole discretion); provided, however that the Administrative Borrower shall provide the Administrative Agent with no less than fifteen (15) days prior written notice of a request to borrow a Delayed Draw Term Loan. Such Borrowing Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount and type of the proposed Borrowing (which shall consist of Eurodollar Loans), the use of the proceeds of such proposed Loan, (ii) the proposed borrowing dateBorrowing Date, which must be a Business Day, and, with respect to the Initial Term Loan, must be duration of the Effective Date and, with respect to the Additional Term Loan, must be the Second Amendment Effective Date, (iii) whether the proposed Loan is to be a Reference Rate Loan or a LIBOR Rate Loan, and (iv) in the case of a LIBOR Rate Loan, the initial Interest Period to be applicable thereto, (which shall be a period contemplated by the definition of the term “Interest Period”) and the Maturity Date, and the Borrower shall be bound to make a borrowing in accordance therewith. The Administrative Agent and the Lenders may act without liability upon the basis of written, facsimile written or telephonic telecopied notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Notwithstanding the foregoing, if (A) the Borrower hereby waives shall have delivered such Borrowing Notice to the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing, absent manifest error. The Administrative Agent and each Lender BLITA and (B) prior to the making of the Loans, the Borrower shall have notified the Administrative Agent and/or BLITA that either the Merger or the Subsequent Merger shall fail to occur, the Borrower shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of cancel the Borrowers until Borrowing Notice; provided that the Borrower shall indemnify the Administrative Agent receives written notice to Agent, the contrary. The Administrative Agent Lenders, BLITA and the Lenders any other Participants for any costs or damages that shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowingbeen incurred by such Person in accordance with Section 2.11.

Making the Loans. (a) The Administrative Borrower shall give the Administrative Agent prior telephonic Lender notice (promptly confirmed in writing, in substantially the form of Exhibit B hereto (a “Notice of Borrowing”)), each borrowing hereunder not later than 12:00 noon 11:00 a.m. Denver, Colorado, time at least two (New York time) on the date which is three (32) Business Days prior to the date a Loan is requested to be made, specifying the inception date, the amount thereof and the initial Interest Period for such Loan. The Lender shall have no obligation to make any Loans hereunder. The Lender shall advise the Borrower prior to the end of the proposed Loan (in the case of a LIBOR Rate Loan), or not later than 12:00 noon (New York time) on the date which is one (1) Business Day prior to the date upon which a Loan is requested to be made whether the Lender has agreed to make the Loan. If the Lender agrees to make a Loan hereunder, the Lender will arrange the Loan and confirm the details in writing to the Borrower. On the inception date of the proposed borrowing, the Lender will make the proceeds of the Loan available to the Borrower in immediately available funds at the Borrower's account with Chemical Bank, New York (or any successor thereto), or as the Borrower may otherwise direct in such notice. Without regard to the applicable Interest Period of any Loan, the Loans hereunder shall be payable upon demand by Lender specifying the amount of Loans to be repaid and the date of payment. The Loans to the Borrower shall be evidenced by a grid Note of the Borrower substantially in the case form of a Reference Rate LoanExhibit A hereto (the "Note"); provided. The Note will evidence the obligation of the Borrower to pay the aggregate unpaid principal amount of all Loans made by the Lender upon demand by the Lender pursuant to Section 1.01 of this Agreement, however that together with all accrued interest on such Loans. Entries made on the Administrative Borrower grid schedules of the Note by the Lender reflecting borrowings, payments and interest rate calculations under this Agreement shall provide constitute, absent proven error, prima facie evidence of the Administrative Agent with no less than fifteen (15) days prior written notice of a request to borrow a Delayed Draw Term Loantransactions represented by such entries. Such Notice of Borrowing The Note shall be irrevocable and shall specify (i) be dated the principal amount and type date of the proposed Loaninitial Loan hereunder, (ii) be payable in accordance with its terms and the proposed borrowing date, which must be a Business Day, and, with respect to the Initial Term Loan, must be the Effective Date and, with respect to the Additional Term Loan, must be the Second Amendment Effective Date, terms of this Agreement and (iii) whether evidence the proposed obligation of the Borrower to pay interest on each Loan is made hereunder from the date of such Loan on the unpaid principal amount thereof outstanding from time to be a Reference Rate time, calculated in accordance with the provisions of Section 1.03 and the outstanding principal amount of such Loan in accordance with Section 1.06 or a LIBOR Rate Loan, and (iv) Section 1.07 of this Agreement pursuant to the repayment notice given by the Borrower under the applicable section of this Agreement. Except for the payment referenced in the case of a LIBOR Rate LoanSection 1.07 hereof, the initial Interest Period Borrower shall make each payment (including any cash prepayment) hereunder and under the Note, not later than the close of business of the day when due by wire transfer, in lawful money of the United States of America to be applicable theretothe Lender, which shall be a period contemplated at its address referred to in Section 7.02 or as otherwise directed by the definition of the term “Interest Period”. The Administrative Agent and the Lenders may act without liability upon the basis of writtenLender, facsimile or telephonic notice believed by the Administrative Agent in good faith to be from the Administrative Borrower (or from any Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to the Administrative Agent). Each Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of any such telephonic Notice of Borrowing, absent manifest error. The Administrative Agent and each Lender shall be entitled to rely conclusively on any Authorized Officer’s authority to request a Loan on behalf of the Borrowers until the Administrative Agent receives written notice to the contrary. The Administrative Agent and the Lenders shall have no duty to verify the authenticity of the signature appearing on any written Notice of Borrowingimmediately available funds.