Common use of Determination of Borrowing Base Clause in Contracts

Determination of Borrowing Base. (i) The Lenders agree, subject to the terms and conditions of this Credit Agreement, from time to time, to make Revolving Loans to the Borrowers on a revolving basis. The aggregate principal amount outstanding of all Revolving Loans of World Airways, 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 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 Revolving Credit Commitment Percentage of any requested Revolving Loan if such amount plus its Revolving Credit Commitment Percentage of the aggregate principal amount outstanding of all Revolving Loans and its Revolving Credit Commitment Percentage of all Letter of Credit Obligations would exceed such Lender's Revolving Credit Commitment at such time. The aggregate balance of Revolving Loans and the Letter of Credit Obligations shall not at any time exceed the Revolving Credit Committed Amount. 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 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 Letter of Credit Obligations of all Borrowers would cause the aggregate outstanding Revolving Loans to all Borrowers and Letter of Credit Obligations of all Borrowers to exceed the Aggregate Borrowing Base. The full amount of the Revolving Loans to be disbursed on the Closing Date shall be disbursed as Base Rate Loans.

Determination of Borrowing Base. (i) The Lenders agree, subject to the terms and conditions of this Credit Agreement, from time to time, to make Revolving Loans to the Borrowers Borrower on a revolving basis. The aggregate principal amount outstanding of all Revolving Loans of World Airways, together with its Letter of Credit Working Capital Obligations, shall not in the aggregate exceed the lesser of (A) the Revolving Credit Committed Amount then in effect and (B) the WA Borrowing Base. The aggregate principal . (ii) No Lender shall be obligated at any time to make available to the Borrower its Revolving Credit Commitment Percentage of any requested Revolving Loan if such amount outstanding plus its Revolving Credit Commitment Percentage of all Revolving Loans and its Revolving Credit Commitment Percentage of North American, together with its all Letter of Credit Obligations, Obligations would exceed such Lender’s Revolving Credit Commitment at such time. The aggregate balance of Working Capital Obligations shall not at any time exceed the Revolving Credit Committed Amount. No Lender shall be obligated to make available, nor shall the Agent make available (except pursuant to and in accordance with Section 2.1(d)(vi)), any Revolving Loans to the Borrower to the extent such Revolving Loan when added to the then outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations would cause the aggregate outstanding Working Capital Obligations to exceed the lesser of (A) the Revolving Credit Committed Amount then in effect and (B) the NA Borrowing Base. In addition, If at any time (1) the aggregate principal amount outstanding of all Revolving Loans to all Borrowers, together with the Letter of Credit Working Capital Obligations of all Borrowers, shall not in the aggregate exceed outstanding exceeds (2) the lesser of (A) the Revolving Credit Committed Amount then in effect and (B) the Aggregate Borrowing Base. (ii) No Lender Base the Borrower immediately shall be obligated at any time to make available to the Borrowers its Revolving Credit Commitment Percentage of any requested Revolving Loan if such amount plus its Revolving Credit Commitment Percentage of the aggregate principal amount outstanding of all Revolving Loans and its Revolving Credit Commitment Percentage of all Letter of Credit Obligations would exceed such Lender's Revolving Credit Commitment at such time. The aggregate balance of Revolving Loans and the Letter of Credit Obligations shall not at any time exceed the Revolving Credit Committed Amount. No Lender shall be obligated to make available (except pursuant to and a mandatory prepayment in accordance with the provisions of Section 2.1(d)(vii2.2(b)(i), nor shall the 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 Letter of Credit Obligations of all Borrowers would cause the aggregate outstanding Revolving Loans to all Borrowers and Letter of Credit Obligations of all Borrowers to exceed the Aggregate Borrowing Base. The full amount of the Revolving Loans to be disbursed on the Closing Date shall be disbursed as Base Rate Loans.

Determination of Borrowing Base. (i) The Lenders agree, subject to the terms and conditions of this Credit Agreement, from time to time, to make Revolving Loans loans and advances to the Borrowers Borrower hereunder on a revolving basis. The aggregate principal amount outstanding of all Such loans and advances to the Borrower (each, a "Revolving Loans of World AirwaysLoan"; and collectively, the "Revolving Loans") together with its the Letter of Credit Obligations, 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 and effect; or (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 Borrower its Revolving Credit Commitment Percentage of any requested Revolving Loan if such amount plus its Revolving Credit Commitment Percentage of the aggregate principal amount outstanding of all Revolving Loans and its 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 and 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 (except pursuant to and in accordance with Section 2.1(d)(vii)available, nor shall the 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 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 to and all Borrowers and Letter of Credit Obligations of all Borrowers would cause the aggregate outstanding Revolving Loans and all Letter of Credit Obligations to exceed the Borrowing Base. The 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 Borrowers Revolving Loans and Letter of Credit Obligations outstanding over (B) the lesser of all Borrowers to exceed (1) the Aggregate Revolving Credit Committed Amount and (2) the Borrowing Base. The full amount of the Revolving Loans to be disbursed on the Closing Date shall be disbursed as Base Rate Loans.

Determination of Borrowing Base. (i) The Lenders agree, subject to the terms and conditions of this Credit Agreement, from time to time, to make Revolving Loans to the Borrowers on a revolving basis. The aggregate principal amount outstanding of all Revolving Loans of World AirwaysLoans, together with its the 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 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 Revolving Credit Commitment Percentage of any requested Revolving Loan if such amount plus its Revolving Credit Commitment Percentage of the aggregate principal amount outstanding of all Revolving Loans and its Revolving Credit Commitment Percentage of all Letter of Credit Obligations would exceed such Lender's ’s Revolving Credit Commitment at such time. The aggregate balance of Revolving Loans and the Letter of Credit Obligations shall not at any time exceed the Revolving Credit Committed Amount. 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 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 Letter of Credit Obligations of all Borrowers would cause the aggregate outstanding Revolving Loans to all Borrowers and Letter of Credit Obligations of all Borrowers to exceed the Aggregate Borrowing Base. The full amount of the Revolving Loans to be disbursed on the Closing Date shall be disbursed as Base Rate Loans.

Determination of Borrowing Base. (i) The Revolving Lenders agree, subject to the terms and conditions of this Credit Agreement, from time to time, to make Revolving Loans loans and advances to the Borrowers Borrower hereunder on a revolving basis. The aggregate principal amount outstanding of all Revolving Loans of World AirwaysSuch loans and advances to the Borrower (each, a "REVOLVING LOAN"; and collectively, the "REVOLVING LOANS"), 34 together with its the 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 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 Revolving Lender shall be obligated at any time to make available to the Borrowers Borrower its Revolving Credit Commitment Percentage of any requested Revolving Loan if such amount plus its Revolving Credit Commitment Percentage of the aggregate principal amount outstanding of all Revolving Loans and its Revolving Credit Commitment Percentage of Participation Interest in all Letter of Credit Obligations would exceed such Revolving Lender's Revolving Credit Commitment at such time. The aggregate balance of Revolving Loans and the aggregate amount of 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 (except pursuant to and in accordance with Section 2.1(d)(vii)available, nor shall the Agent make available, any Revolving Loans to World Airways Loan 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 Borrower to the extent such Revolving Loan when added to the then outstanding Revolving Loans to all Borrowers and Letter of Credit Obligations of all Borrowers would cause the aggregate outstanding Revolving Loans to all Borrowers and Letter of Credit Obligations of all Borrowers to exceed the Aggregate Borrowing Base. The Borrower shall promptly repay to the 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 to be disbursed on and Letter of Credit Obligations outstanding over (B) the Closing Date lesser of (1) the Revolving Credit Committed Amount and (2) the Borrowing Base, which amount shall be disbursed as Base Rate used to repay the Revolving Loans and, if there are no outstanding Revolving Loans, for the cash collateralization of the Letters of Credit.

Determination of Borrowing Base. (i) The Lenders agreeagree severally and not jointly, subject to the terms and conditions of this Credit Agreement, from time to time, to make Revolving Loans loans and advances to the Borrowers hereunder on a revolving basis. The aggregate principal amount outstanding of all such loans and advances to the Borrowers (each, a "Revolving Loans of World AirwaysLoan"; and collectively, the "Revolving Loans") together with its the Letter of Credit Obligations, 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 and effect; or (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 Revolving Credit Commitment Applicable Percentage of any requested Revolving Loan if such amount plus its Revolving Credit Commitment Applicable Percentage of the aggregate principal amount outstanding of all Revolving Loans and its Revolving Credit Commitment 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 and 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 (except pursuant to and in accordance with Section 2.1(d)(vii)available, nor shall the 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 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 to and all Borrowers and Letter of Credit Obligations of all Borrowers 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 Borrowers Revolving Loans and Letter of Credit Obligations outstanding over (B) the lesser of all Borrowers to exceed the Aggregate Borrowing Base. The full amount 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 to may be disbursed on repaid and reborrowed in accordance with the Closing Date shall be disbursed as Base Rate Loansprovisions hereof.

Determination of Borrowing Base. (ia) The Lenders severally agree, subject to the terms and conditions of this Credit Agreement, from time to time, to make Revolving Loans revolving loans and advances to the Borrowers on Borrower. Such loans and advances to the Borrower (each a revolving basis. The aggregate principal amount outstanding of all "Revolving Loans of World Airways, together with its Letter of Credit Obligations, Loan" and collectively the "Revolving Loans") shall not in the aggregate exceed the lesser of (Ai) the Revolving Credit Committed Amount Total Commitments then in effect and (B) effect, minus the WA Borrowing Base. The aggregate principal amount outstanding of all Revolving Loans of North American, together with its Letter of Credit Obligations, minus the aggregate ----- ----- Foreign Exchange Obligations, minus the aggregate Acceptance Obligations, ----- and (ii) 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 not be ----- entitled to establish reserves against the Eligible Accounts Receivable, the Eligible Inventory and the Eligible Retail Inventory of the Borrower in the aggregate exceed exercise of its Permitted Discretion to reflect the lesser Agent's assessment of (A) the Revolving Credit Committed Amount performance of the Collateral and general credit considerations then in effect and (B) affecting 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 BaseBorrower. (iib) No Lender shall be obligated at any time to make available to the Borrowers Borrower its Revolving Credit Commitment Percentage Proportionate Share of any requested Revolving Loan if such amount plus its Revolving Credit Commitment Percentage of the aggregate principal amount outstanding Proportionate Share of all Revolving Loans and Loans, its Revolving Credit Commitment 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 and outstanding, plus the aggregate amount of all Letter of ---- Credit Obligations 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 (except pursuant to and in accordance with Section 2.1(d)(vii)available, nor shall the 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 Borrower to the extent such Revolving Loan when added to the then outstanding Revolving Loans to Loans, all Borrowers and Letter of Credit Obligations of the Borrower, all Borrowers Foreign Exchange Obligations of the Borrower and all Acceptance Obligations of the Borrower would cause the aggregate outstanding Revolving Loans to Loans, all Borrowers and Letter of Credit Obligations of the Borrower, all Borrowers Foreign Exchange Obligations of the Borrower and all Acceptance Obligations of the Borrower to exceed the Aggregate Borrowing Base. The full amount lesser of the Revolving Loans to be disbursed on the Closing Date shall be disbursed as (i) Borrowing Base Rate Loans.and (ii)

Determination of Borrowing Base. Mandatory Prepayments or --------------------------------------------------------- Pledge. ------ (ia) The Lenders agreeIf at any time the aggregate outstanding principal amount of Advances exceeds the Borrowing Base (a "Borrowing Base Deficiency"), subject as ------------------------- determined by the Lender and notified to the terms and conditions Borrower on any Business Day, the Borrower shall no later than one (1) Business Day after receipt of this Credit Agreementsuch notice, from time to timeat the option of the Borrower, to make Revolving either prepay the Advances in part or in whole or pledge additional Eligible Mortgage Loans to the Borrowers on a revolving basis. The Lender (which shall be in all respects acceptable to the Lender), such that after giving effect to such prepayment or pledge the aggregate outstanding principal amount outstanding of all Revolving Loans of World Airways, together with its Letter of Credit Obligations, shall the Advances does not in the aggregate exceed the lesser of (A) the Revolving Credit Committed Amount then in 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. (iib) No On the ninth day of each month (or if such day is not a Business Day, the next succeeding Business Day), the Lender (or the Borrower if the Borrower and the Lender shall mutually agree) shall calculate and deliver a Borrowing Base Certificate in the form attached hereto as Exhibit H, such --------- certificate to be obligated at any time to make available based on the principal balance of the Mortgage Loans as of the last calendar day of the prior month. In the event that such Borrowing Base Certificate indicates that a Borrowing Base Deficiency exists, the Borrower shall on the following Payment Date either prepay the Advances in part or in whole or pledge additional Eligible Mortgages Loan to the Borrowers its Revolving Credit Commitment Percentage of any requested Revolving Loan if such amount plus its Revolving Credit Commitment Percentage of the aggregate principal amount outstanding of all Revolving Loans and its Revolving Credit Commitment Percentage of all Letter of Credit Obligations would exceed such Lender's Revolving Credit Commitment at such time. The aggregate balance of Revolving Loans and the Letter of Credit Obligations shall not at any time exceed the Revolving Credit Committed Amount. No Lender (which shall be obligated in all respects acceptable to make available (except pursuant to and in accordance with Section 2.1(d)(viithe Lender), nor shall the Agent make available, any Revolving Loans such that after giving effect 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 Letter of Credit Obligations of all Borrowers would cause prepayment or pledge the aggregate outstanding Revolving Loans to all Borrowers and Letter of Credit Obligations of all Borrowers to exceed the Aggregate Borrowing Base. The full principal amount of the Revolving Loans to be disbursed on Advances does not exceed the Closing Date shall be disbursed as Base Rate LoansBorrowing Base.

Determination of Borrowing Base. (i) The Lenders agree, subject to the terms and conditions of this Credit Agreement, from time to time, to make Revolving Loans to the Borrowers Borrower on a revolving basis. The aggregate principal amount outstanding of all Revolving Loans of World Airways, together with its Letter of Credit Working Capital Obligations, shall not in the aggregate exceed the lesser of (A) the Revolving Credit Committed Amount then in 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 Borrower its Revolving Credit Commitment Percentage of any requested Revolving Loan if such amount plus its Revolving Credit Commitment Percentage of the aggregate principal amount outstanding of all Revolving Loans and its Revolving Credit Commitment Percentage of all Letter of Credit Obligations would exceed such Lender's Revolving Credit Commitment at such time. The aggregate balance of Revolving Loans and the Letter of Credit Working Capital Obligations shall not at any time exceed the Revolving Credit Committed Amount. No Lender shall be obligated to make available (except pursuant to and in accordance with Section 2.1(d)(vii)available, nor shall the 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)(vii2.1(d)(vi), 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 Borrower to the extent such Revolving Loan when added to the then outstanding Revolving Loans, Swing Loans to all Borrowers and Letter of Credit Obligations of all Borrowers would cause the aggregate outstanding Revolving Loans to all Borrowers and Letter of Credit Working Capital Obligations of all Borrowers to exceed the Aggregate lesser of (A) the Revolving Credit Committed Amount then in effect and (B) the Borrowing Base. The full If at any time (1) the amount of all Working Capital Obligations outstanding exceeds (2) the lesser of (A) the Revolving Loans to be disbursed on Credit Committed Amount then in effect and (B) the Closing Date Borrowing Base the Borrower immediately shall be disbursed as Base Rate Loansmake a mandatory prepayment in accordance with the provisions of Section 2.2(b)(i).