Common use of Determination of Borrowing Base Clause in Contracts

Determination of Borrowing Base. (i) The Lenders agree severally and not jointly, subject to the terms and conditions of this Agreement, from time to time, to make loans and advances to the Borrowers hereunder on a revolving basis. The aggregate amount of such loans and advances to the Borrowers (each, a "Revolving Loan"; and collectively, the "Revolving Loans") together with the Letter of Credit Obligations outstanding with respect to the Letters of Credit shall not in the aggregate exceed the lesser of: (A) the Revolving Credit Committed Amount then in effect; or (B) the Borrowing Base. (ii) No Lender shall be obligated at any time to make available to the Borrowers its Applicable Percentage of any requested Revolving Loan if such amount plus its Applicable Percentage of all Revolving Loans and its Applicable Percentage of all Letter of Credit Obligations then outstanding would exceed such Lender's Revolving Credit Commitment at such time. The aggregate balance of Revolving Loans plus the aggregate amount of all Letter of Credit Obligations outstanding shall not at any time exceed the Revolving Credit Committed Amount. No Lender shall be obligated to make available, nor shall the Administrative Agent make available, any Revolving Loans to any of the Borrowers to the extent such Revolving Loan when added to the then outstanding Revolving Loans and all Letter of Credit Obligations would cause the aggregate outstanding Revolving Loans and all Letter of Credit Obligations to exceed the Borrowing Base (except for Overadvances). The Borrowers shall promptly repay to the Administrative Agent for the account of the Lenders from time to time the full amount of the excess, if any of (A) the amount of all Revolving Loans and Letter of Credit Obligations outstanding over (B) the lesser of (1) the Revolving Credit Committed Amount and (2) the Borrowing Base subject to the Administrative Agent's authority, in its sole discretion, to make Overadvances pursuant to the terms of Section 2.1(f). Revolving Loans may be repaid and reborrowed in accordance with the provisions hereof.

Determination of Borrowing Base. (i) The Lenders agree severally and not jointlyagree, subject to the terms and conditions of this Credit Agreement, from time to time, to make loans and advances Revolving Loans to the Borrowers hereunder on a revolving basis. The aggregate principal amount outstanding of such loans and advances to the Borrowers (eachall Revolving Loans of World Airways, a "Revolving Loan"; and collectively, the "Revolving Loans") together with the its Letter of Credit Obligations outstanding with respect to the Letters of Credit Obligations, shall not in the aggregate exceed the lesser of: of (A) the Revolving Credit Committed Amount then in effect; or effect and (B) the WA Borrowing Base. The aggregate principal amount outstanding of all Revolving Loans of North American, together with its Letter of Credit Obligations, shall not in the aggregate exceed the lesser of (A) the Revolving Credit Committed Amount then in effect and (B) the NA Borrowing Base. In addition, the aggregate principal amount outstanding of all Revolving Loans to all Borrowers, together with the Letter of Credit Obligations of all Borrowers, shall not in the aggregate exceed the lesser of (A) the Revolving Credit Committed Amount then in effect and (B) the Aggregate Borrowing Base. (ii) No Lender shall be obligated at any time to make available to the Borrowers its Applicable Revolving Credit Commitment Percentage of any requested Revolving Loan if such amount plus its Applicable Revolving Credit Commitment Percentage of the aggregate principal amount outstanding of all Revolving Loans and its Applicable Revolving Credit Commitment Percentage of all Letter of Credit Obligations then outstanding would exceed such Lender's Revolving Credit Commitment at such time. The aggregate balance of Revolving Loans plus and the aggregate amount of all Letter of Credit Obligations outstanding shall not at any time exceed the Revolving Credit Committed Amount. No Lender shall be obligated to make availableavailable (except pursuant to and in accordance with Section 2.1(d)(vii), nor shall the Administrative Agent make available, any Revolving Loans to World Airways to the extent such Revolving Loan when added to World Airways' then outstanding Revolving Loans and Letter of Credit Obligations would cause its aggregate outstanding Revolving Loans and Letter of Credit Obligations to exceed the WA Borrowing Base. No Lender shall be obligated to make available (except pursuant to and in accordance with Section 2.1(d)(vii), nor shall the Agent make available, any Revolving Loans to North American to the extent such Revolving Loan when added to North American's then outstanding Revolving Loans and Letter of Credit Obligations would cause its aggregate outstanding Revolving Loans and Letter of Credit Obligations to exceed the NA Borrowing Base. No Lender shall be obligated to make available (except pursuant to and in accordance with Section 2.1(d)(vii), nor shall the Agent make available, any Revolving Loans to any of the Borrowers to the extent such Revolving Loan when added to the then outstanding Revolving Loans to all Borrowers and all Letter of Credit Obligations of all Borrowers would cause the aggregate outstanding Revolving Loans and to all Letter of Credit Obligations to exceed the Borrowing Base (except for Overadvances). The Borrowers shall promptly repay to the Administrative Agent for the account of the Lenders from time to time the full amount of the excess, if any of (A) the amount of all Revolving Loans and Letter of Credit Obligations outstanding over (B) of all Borrowers to exceed the lesser Aggregate Borrowing Base. The full amount of (1) the Revolving Credit Committed Amount and (2) Loans to be disbursed on the Borrowing Closing Date shall be disbursed as Base subject to the Administrative Agent's authority, in its sole discretion, to make Overadvances pursuant to the terms of Section 2.1(f). Revolving Loans may be repaid and reborrowed in accordance with the provisions hereofRate Loans.

Determination of Borrowing Base. (i) The Lenders agree severally and not jointlyagree, subject to the terms and conditions of this Credit Agreement, from time to time, to make loans and advances to the Borrowers Borrower hereunder on a revolving basis. The aggregate amount of such Such loans and advances to the Borrowers Borrower (each, a "Revolving Loan"; and collectively, the "Revolving Loans") together with the Letter of Credit Obligations outstanding with respect to the Letters of Credit shall not in the aggregate exceed the lesser of: (A) the Revolving Credit Committed Amount then in effect; or (B) the Borrowing Base. (ii) No Lender shall be obligated at any time to make available to the Borrowers Borrower its Applicable Revolving Credit Commitment Percentage of any requested Revolving Loan if such amount plus its Applicable Revolving Credit Commitment Percentage of all Revolving Loans and its Applicable Revolving Credit Commitment Percentage of all Letter ---- of Credit Obligations then outstanding would exceed such Lender's Revolving Credit Commitment at such time. The aggregate balance of Revolving Loans plus the aggregate amount of all Letter of Credit Obligations outstanding shall not at any time exceed the Revolving Credit Committed ---- Amount. No Lender shall be obligated to make available, nor shall the Administrative Agent make available, any Revolving Loans to any of the Borrowers Borrower to the extent such Revolving Loan when added to the then outstanding Revolving Loans and all Letter of Credit Obligations would cause the aggregate outstanding Revolving Loans and all Letter of Credit Obligations to exceed the Borrowing Base (except for Overadvances)Base. The Borrowers Borrower shall promptly repay to the Administrative Agent for the account of the Lenders from time to time the full amount of the excess, if any of (A) the amount of all Revolving Loans and Letter of Credit Obligations outstanding over (B) the lesser of (1) the Revolving Credit Committed Amount and (2) the Borrowing Base subject to the Administrative Agent's authority, in its sole discretion, to make Overadvances pursuant to the terms of Section 2.1(f). Revolving Loans may be repaid and reborrowed in accordance with the provisions hereofBase.

Determination of Borrowing Base. (i) The Lenders agree severally and not jointlyagree, subject to the terms and conditions of this Credit Agreement, from time to time, to make loans and advances Revolving Loans to the Borrowers hereunder Borrower on a revolving basis. The aggregate amount of such loans and advances to the Borrowers (eachWorking Capital Obligations, a "Revolving Loan"; and collectively, the "Revolving Loans") together with the Letter of Credit Obligations outstanding with respect to the Letters of Credit shall not in the aggregate exceed the lesser of: of (A) the Revolving Credit Committed Amount then in effect; or effect and (B) the Borrowing Base. (ii) No Lender shall be obligated at any time to make available to the Borrowers Borrower its Applicable Revolving Credit Commitment Percentage of any requested Revolving Loan if such amount plus its Applicable Revolving Credit Commitment Percentage of all Revolving Loans and its Applicable Revolving Credit Commitment Percentage of all Letter of Credit Obligations then outstanding would exceed such Lender's ’s Revolving Credit Commitment at such time. The aggregate balance of Revolving Loans plus the aggregate amount of all Letter of Credit Working Capital Obligations outstanding shall not at any time exceed the Revolving Credit Committed Amount. No Lender shall be obligated to make available, nor shall the Administrative Agent make availableavailable (except pursuant to and in accordance with Section 2.1(d)(vi)), any Revolving Loans to any of the Borrowers Borrower to the extent such Revolving Loan when added to the then outstanding Revolving Loans, Swing Loans and all Letter of Credit Obligations would cause the aggregate outstanding Revolving Loans and all Letter of Credit Working Capital Obligations to exceed the Borrowing Base (except for Overadvances). The Borrowers shall promptly repay to the Administrative Agent for the account of the Lenders from time to time the full amount of the excess, if any lesser of (A) the amount of all Revolving Loans and Letter of Credit Obligations outstanding over (B) the lesser of (1) the Revolving Credit Committed Amount then in effect and (B) the Borrowing Base. If at any time (1) the amount of all Working Capital Obligations outstanding exceeds (2) the lesser of (A) the Revolving Credit Committed Amount then in effect and (B) the Borrowing Base subject to the Administrative Agent's authority, in its sole discretion, to Borrower immediately shall make Overadvances pursuant to the terms of Section 2.1(f). Revolving Loans may be repaid and reborrowed a mandatory prepayment in accordance with the provisions hereofof Section 2.2(b)(i).

Determination of Borrowing Base. (ia) The Lenders agree severally and not jointlyagree, subject to the terms and conditions of this Credit Agreement, from time to time, to make revolving loans and advances to the Borrowers hereunder on a revolving basisBorrower. The aggregate amount of such Such loans and advances to the Borrowers Borrower (each, each a "Revolving Loan"; " and collectively, collectively the "Revolving Loans") together with the Letter of Credit Obligations outstanding with respect to the Letters of Credit shall not in the aggregate exceed the lesser of: of (Ai) the Revolving Credit Committed Amount Total Commitments then in effect; or , minus the aggregate Letter of Credit Obligations, minus the aggregate ----- ----- Foreign Exchange Obligations, minus the aggregate Acceptance Obligations, ----- and (Bii) an amount equal to the Borrowing Base, minus the aggregate Letter ----- of Credit Obligations, minus the aggregate Foreign Exchange Obligations, ----- minus the aggregate Acceptance Obligations. The Agent at any time shall be ----- entitled to establish reserves against the Eligible Accounts Receivable, the Eligible Inventory and the Eligible Retail Inventory of the Borrower in the exercise of its Permitted Discretion to reflect the Agent's assessment of the performance of the Collateral and general credit considerations then affecting the Borrower. (iib) No Lender shall be obligated at any time to make available to the Borrowers Borrower its Applicable Percentage Proportionate Share of any requested Revolving Loan if such amount plus its Applicable Percentage Proportionate Share of all Revolving Loans and Loans, its Applicable Percentage ---- Proportionate Share of all Letter of Credit Obligations, its Proportionate Share of all Foreign Exchange Obligations and its Proportionate Share of all Acceptance Obligations then outstanding would exceed such Lender's Revolving Credit Commitment at such time. The aggregate balance of Revolving Loans outstanding, plus the aggregate amount of all Letter of ---- Credit Obligations outstanding outstanding, plus the aggregate amount of all Foreign ---- Exchange Obligations, plus the aggregate amount of all Acceptance ---- Obligations shall not at any time exceed the Revolving Credit Committed Amountlesser of (i) the Borrowing Base and (ii) the Total Commitments. No Lender shall be obligated to make available, nor shall the Administrative Agent make available, any Revolving Loans to any of the Borrowers Borrower to the extent such Revolving Loan when added to the then outstanding Revolving Loans and Loans, all Letter of Credit Obligations of the Borrower, all Foreign Exchange Obligations of the Borrower and all Acceptance Obligations of the Borrower would cause the aggregate outstanding Revolving Loans and Loans, all Letter of Credit Obligations of the Borrower, all Foreign Exchange Obligations of the Borrower and all Acceptance Obligations of the Borrower to exceed the lesser of the (i) Borrowing Base (except for Overadvances). The Borrowers shall promptly repay to the Administrative Agent for the account of the Lenders from time to time the full amount of the excess, if any of (A) the amount of all Revolving Loans and Letter of Credit Obligations outstanding over (B) the lesser of (1) the Revolving Credit Committed Amount and (2) the Borrowing Base subject to the Administrative Agent's authority, in its sole discretion, to make Overadvances pursuant to the terms of Section 2.1(fii). Revolving Loans may be repaid and reborrowed in accordance with the provisions hereof.

Determination of Borrowing Base. (i) The Lenders agree severally and not jointlyagree, subject to the terms and conditions of this Credit Agreement, from time to time, to make loans and advances Revolving Loans to the Borrowers hereunder Borrower on a revolving basis. The aggregate amount of such loans and advances to the Borrowers (eachWorking Capital Obligations, a "Revolving Loan"; and collectively, the "Revolving Loans") together with the Letter of Credit Obligations outstanding with respect to the Letters of Credit shall not in the aggregate exceed the lesser of: of (A) the Revolving Credit Committed Amount then in effect; or effect and (B) the Borrowing Base. (ii) No Lender shall be obligated at any time to make available to the Borrowers Borrower its Applicable Revolving Credit Commitment Percentage of any requested Revolving Loan if such amount plus its Applicable Revolving Credit Commitment Percentage of all Revolving Loans and its Applicable Revolving Credit Commitment Percentage of all Letter of Credit Obligations then outstanding would exceed such Lender's Revolving Credit Commitment at such time. The aggregate balance of Revolving Loans plus the aggregate amount of all Letter of Credit Working Capital Obligations outstanding shall not at any time exceed the Revolving Credit Committed Amount. No Lender shall be obligated to make available, nor shall the Administrative Agent make availableavailable (except pursuant to and in accordance with Section 2.1(d)(vi)), any Revolving Loans to any of the Borrowers Borrower to the extent such Revolving Loan when added to the then outstanding Revolving Loans, Swing Loans and all Letter of Credit Obligations would cause the aggregate outstanding Revolving Loans and all Letter of Credit Working Capital Obligations to exceed the Borrowing Base (except for Overadvances). The Borrowers shall promptly repay to the Administrative Agent for the account of the Lenders from time to time the full amount of the excess, if any lesser of (A) the amount of all Revolving Loans and Letter of Credit Obligations outstanding over (B) the lesser of (1) the Revolving Credit Committed Amount then in effect and (B) the Borrowing Base. If at any time (1) the amount of all Working Capital Obligations outstanding exceeds (2) the lesser of (A) the Revolving Credit Committed Amount then in effect and (B) the Borrowing Base subject to the Administrative Agent's authority, in its sole discretion, to Borrower immediately shall make Overadvances pursuant to the terms of Section 2.1(f). Revolving Loans may be repaid and reborrowed a mandatory prepayment in accordance with the provisions hereofof Section 2.2(b)(i).

Determination of Borrowing Base. (i) The Revolving Lenders agree severally and not jointlyagree, subject to the terms and conditions of this Credit Agreement, from time to time, to make loans and advances to the Borrowers Borrower hereunder on a revolving basis. The aggregate amount of such Such loans and advances to the Borrowers Borrower (each, a "Revolving LoanREVOLVING LOAN"; and collectively, the "Revolving LoansREVOLVING LOANS") ), 34 together with the Letter of Credit Obligations outstanding with respect to the Letters of Credit Obligations, shall not in the aggregate exceed the lesser of: of (A) the Revolving Credit Committed Amount then in effect; or effect and (B) the Borrowing Base. (ii) No Revolving Lender shall be obligated at any time to make available to the Borrowers Borrower its Applicable Revolving Credit Commitment Percentage of any requested Revolving Loan if such amount plus its Applicable Revolving Credit Commitment Percentage of all Revolving Loans and its Applicable Percentage of Participation Interest in all Letter of Credit Obligations then outstanding would exceed such Revolving Lender's Revolving Credit Commitment at such time. The aggregate balance of Revolving Loans plus and the aggregate amount of all Letter of Credit Obligations Obligations, outstanding shall not at any time exceed the Revolving Credit Committed Amount. No Revolving Lender shall be obligated to make available, nor shall the Administrative Agent make available, any Revolving Loans Loan to any of the Borrowers Borrower to the extent such Revolving Loan when added to the then outstanding Revolving Loans and all Letter of Credit Obligations would cause the aggregate outstanding Revolving Loans and all Letter of Credit Obligations to exceed the Borrowing Base (except for Overadvances)Base. The Borrowers Borrower shall promptly repay to the Administrative Agent for the account of the Revolving Lenders from time to time the full amount of the excess, if any of (A) the amount of all Revolving Loans and Letter of Credit Obligations outstanding over (B) the lesser of (1) the Revolving Credit Committed Amount and (2) the Borrowing Base subject Base, which amount shall be used to repay the Administrative Agent's authority, in its sole discretion, to make Overadvances pursuant to the terms of Section 2.1(f). Revolving Loans may be repaid and reborrowed in accordance with and, if there are no outstanding Revolving Loans, for the provisions hereofcash collateralization of the Letters of Credit.

Determination of Borrowing Base. (i) The Lenders agree severally and not jointlyagree, subject to the terms and conditions of this Credit Agreement, from time to time, to make loans and advances Revolving Loans to the Borrowers hereunder on a revolving basis. The aggregate amount of such loans and advances to the Borrowers (each, a "Revolving Loan"; and collectively, the "Revolving Loans") , together with the Letter of Credit Obligations outstanding with respect to the Letters of Credit Obligations, shall not in the aggregate exceed the lesser of: of (A) the Revolving Credit Committed Amount then in effect; or effect and (B) the Borrowing Base. (ii) No Lender shall be obligated at any time to make available to the Borrowers its Applicable Revolving Credit Commitment Percentage of any requested Revolving Loan if such amount plus its Applicable Revolving Credit Commitment Percentage of all Revolving Loans and its Applicable Revolving Credit Commitment Percentage of all Letter of Credit Obligations then outstanding would exceed such Lender's ’s Revolving Credit Commitment at such time. The aggregate balance of Revolving Loans plus and the aggregate amount of all Letter of Credit Obligations outstanding shall not at any time exceed the Revolving Credit Committed Amount. No Lender shall be obligated to make availableavailable (except pursuant to and in accordance with Section 2.1(d)(vii), nor shall the Administrative Agent make available, any Revolving Loans to any of the Borrowers to the extent such Revolving Loan when added to the then outstanding Revolving Loans and all Letter of Credit Obligations would cause the aggregate outstanding Revolving Loans and all Letter of Credit Obligations to exceed the Borrowing Base (except for Overadvances)Base. The Borrowers shall promptly repay to the Administrative Agent for the account of the Lenders from time to time the full amount of the excess, if any of (A) the amount of all Revolving Loans and Letter of Credit Obligations outstanding over (B) to be disbursed on the lesser of (1) the Revolving Credit Committed Amount and (2) the Borrowing Closing Date shall be disbursed as Base subject to the Administrative Agent's authority, in its sole discretion, to make Overadvances pursuant to the terms of Section 2.1(f). Revolving Loans may be repaid and reborrowed in accordance with the provisions hereofRate Loans.

Determination of Borrowing Base. (i) The Lenders agree severally and not jointly, subject to the terms and conditions of this Agreement, from time to time, to make loans and advances to the Borrowers hereunder on a revolving basis. The aggregate amount of such loans and advances to the Borrowers (each, a "Revolving Loan"; and collectively, the "Revolving Loans") together with the Letter of Credit Obligations outstanding with respect to the Letters of Credit shall not in the aggregate exceed the lesser of: (A) the Revolving Credit Committed Amount then in effect; or (B) the Borrowing Base. (ii2) No Lender shall be obligated at any time to make available to the Borrowers Borrower its Applicable Percentage Proportionate Share of any requested Revolving Loan if such amount plus its Applicable Percentage Proportionate Share of all Revolving Loans and Loans, its Applicable Percentage Proportionate ---- Share of all Letter of Credit Obligations and its Proportionate Share of all Acceptance Obligations then outstanding would exceed such Lender's Revolving Credit Commitment at such time. The aggregate balance of Revolving Loans outstanding, plus the aggregate amount of all Letter of Credit Obligations ---- outstanding plus the aggregate amount of all Acceptance Obligations shall not at ---- any time exceed the Revolving Credit Committed Amountlesser of (i) the Borrowing Base and (ii) the Total Commitments then in effect. No Lender shall be obligated to make available, nor shall the Administrative Agent make available, any Revolving Loans to any of the Borrowers Borrower to the extent such Revolving Loan when added to the then outstanding Revolving Loans and Loans, all Letter of Credit Obligations of the Borrower and all Acceptance Obligations of the Borrower would cause the aggregate outstanding Revolving Loans and Loans, all Letter of Credit Obligations of the Borrower and all Acceptance Obligations of the Borrower to exceed the lesser of the (i) Borrowing Base and (except for Overadvances)ii) the Total Commitments then in effect. The Borrowers Borrower shall promptly repay to the Administrative Agent for the account of the Lenders from time to time the full amount of the excess, if any any, of (Ai) the amount of all Revolving Loans and Loans, Letter of Credit Obligations outstanding and Acceptance Obligations outstanding over (Bii) the lesser of (1A) the Revolving Credit Committed Amount Total Commitments and (2B) the Borrowing Base. (3) Notwithstanding the provisions of subsection (b) above to the contrary, in the event the Borrower is unable to comply with (i) the Borrowing Base subject limitations set forth in Section 3.2(a) or (ii) the conditions -------------- precedent to the Administrative Agent's authoritymaking of a Loan, the issuance of a Letter of Credit or the creation of an acceptance set forth in Section 2.2, the Lenders authorize the ----------- Agent in its sole discretion, to make Overadvances pursuant advances ("Interim Advances") to the terms ---------------- Borrower for a period commencing on the date Agent first receives a Notice of Borrowing requesting an Interim Advance until the earlier of (i) the seventh (7th) Business Day after such date, (ii) the date the Borrower is again able to comply with the Borrowing Base limitations and the conditions precedent set forth in Section 2.1(f2.2, or obtains an amendment or waiver with respect thereto or ----------- (iii) the date the Required Lenders instruct the Agent to cease making Interim Advances (in each case, the "Interim Advance Period"). Revolving Loans may The Agent shall not, in ---------------------- any event, make any Interim Advance if at such time the aggregate amount of all such Interim Advances outstanding would exceed $5,000,000. An Interim Advance shall cease to be repaid and reborrowed in accordance with an Interim Advance if the provisions hereofunsatisfied conditions or events which cause such advance to be an Interim Advance shall thereafter be satisfied.