Approved Counterparties, means any counterparty to a Hedging Agreement with the Borrower that (a) is a Lender or an Affiliate of a Lender or (B) has a credit rating of Baa1 or higher from Moody€s or BBB+ or higher from S&P. Approved Engineer, means Netherland, Sewell and Associates, Inc., Miller and Lents, Ltd., Ryder Scott Company, L.P., or any other independent petroleum engineer satisfactory to the Administrative Agent in its sole and absolute discretion. Approved Fund, means any Person (other than a natural Person) that (a) is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business, and (b) is administered or managed by a Lender, an Affiliate of a Lender or a Person or an Affiliate of a Person that administers or manages a Lender. Credit Agreement (First Lien) 4 Authorized Officer, means, relative to any Obligor, those of its officers, general partners or managing members (as applicable) whose signatures and incumbency shall have been certified to the Administrative Agent, the Lenders and the Issuers pursuant to Section 5.1.1 or pursuant to the other provisions of this Agreement. Base Amount, is defined in Section 3.3.3. Base Rate, means, at any time, the rate of interest then most recently established by the Administrative Agent as its base rate for Dollars loaned in the United States. The Base Rate is not necessarily intended to be the lowest rate of interest determined by the Administrative Agent in connection with extensions of credit. Base Rate Loan, means a Loan bearing interest at a fluctuating rate determined by reference to the Alternate Base Rate. BNPPSC, is defined in the preamble. Borrower, is defined in the preamble. Borrower Pledge and Security Agreement, means the Second Amended and Restated First Lien Pledge and Security Agreement and Irrevocable Proxy executed and delivered by an Authorized Officer of the Borrower, substantially in the form of Exhibit G- 1 hereto, as amended, supplemented, amended and restated or otherwise modified from time to time. Borrowing, means the Loans of the same Type and, in the case of LIBO Rate Loans having the same Interest Period made by all Lenders required to make such Loans on the same Business Day and pursuant to the same Borrowing Request in accordance with Section 2.3. Borrowing Base, means at any time an amount equal to the amount determined in accordance with Section 2.8, as the same may be adjusted from time to time in accordance with the terms hereof. Borrowing Base Deficiency, is defined in Section 3.1.1(c).
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