Definition of Term Facility Borrowing Base

  1. Term Facility Borrowing Base means the "Borrowing Base" (as defined in the Term Loan Agreement and as reflected on the Borrowing Base Certificates delivered by the Borrowers' Representative to the Administrative Agent from time to time as required in this Agreement; provided that if the Borrower's Representative shall fail to deliver such Borrowing Base Certificate when required hereunder, the Term Agent may deliver the most recent Borrowing Base Certificate it has received from the Borrowers under the Term Loan Agreement or, in good faith, calculate the Term Facility Borrowing Base and certify to the Administrative Agent in writing of its determination of the Term Loan Reserve, if any. The Administrative Agent shall be entitled to conclusively rely on any such Borrowing Base Certificate delivered by the Term Agent or certification by the Term Agent and establish a Term Loan Reserve in the amount so certified, without further inquiry and without any independent investigation, and shall have no liability to any of the Loan Parties with respect thereto).

Definition of Term Facility Borrowing Base in Amended and Restated Loan and Security Agreement

Term Facility Borrowing Base means the "Borrowing Base" (as defined in the Term Loan Agreement and as reflected on the Borrowing Base Certificates delivered by the Borrowers' Representative to the Administrative Agent from time to time as required in this Agreement; provided that if the Borrower's Representative shall fail to deliver such Borrowing Base Certificate when required hereunder, the Term Agent may deliver the most recent Borrowing Base Certificate it has received from the Borrowers under the Term Loan Agreement or, in good faith, calculate the Term Facility Borrowing Base and certify to the Administrative Agent in writing of its determination of the Term Loan Reserve, if any. The Administrative Agent shall be entitled to conclusively rely on any such Borrowing Base Certificate delivered by the Term Agent or certification by the Term Agent and establish a Term Loan Reserve in the amount so certified, without further inquiry and without any independent investigation, and shall have no liability to any of the Loan Parties with respect thereto).