Common use of Maximum Drawing Amount Clause in Contracts

Maximum Drawing Amount. The maximum aggregate amount that beneficiaries may at any time draw under outstanding Letters of Credit, as such aggregate amount may be reduced from time to time pursuant to the terms of such Letters of Credit. ▇▇▇▇▇'▇. ▇▇▇▇▇'▇ Investors Services, Inc. MULTIEMPLOYER PLAN. Any multiemployer plan within the meaning ofss.3(37) of ERISA maintained or contributed to by any Borrower or any ERISA Affiliate. NET CASH PROCEEDS. With respect to (a) any sale of any assets of the Borrowers or the Excluded Subsidiaries, the gross consideration received by any of the Borrowers or any of the Excluded Subsidiaries (in cash) from such sale, net of commissions, direct sales costs, normal closing adjustments, the amount used to repay any Indebtedness secured by such assets, income taxes attributable to such sale and professional fees and expenses incurred directly in connection therewith, to the extent the foregoing are actually paid in connection with such sale and (b) any permitted debt offering of the Borrowers or the Excluded Subsidiaries, the gross consideration received by any of the Borrowers or any of the Excluded Subsidiaries (in cash) from such debt offering, net of reasonable and customary transaction expenses and fees actually incurred in connection with such debt offering. NET EQUITY PROCEEDS. With respect to any Equity Offering, the excess of the gross cash proceeds received by such Person from such Equity Offering after deduction of reasonable and customary transaction expenses (including without limitation, underwriting discounts and commissions and reasonable legal fees) actually incurred in connection with such Equity Offering. NET WORKING CAPITAL CHANGES. With respect to the Parent and its Subsidiaries, for any fiscal period and without duplication, the difference (expressed as a positive or a negative number) of (a) the sum of (i) billed accounts receivable, PLUS (ii) inventory and other current assets considered part of working capital in accordance with GAAP, MINUS (iii) current accounts payable, MINUS (iv) current accruals and accretions (exclusive of interest accruals and accretions), in each case, as of the last day of such fiscal period, MINUS (b) the sum of (i) billed accounts receivable, PLUS, (ii) inventory and other current assets considered part of working capital in accordance with GAAP, MINUS (iii) current accounts payable, MINUS (iv) current accruals and accretions (exclusive of interest accruals and accretions), in each case, as of the last day of immediately preceding fiscal period. NEW HEIGHTS. New Heights Investor Co., LLC, a Delaware limited liability company in which Casella NH Power Co., LLC owns 100% of the Class B common stock and Casella NH Investors Co., LLC owns 19.9% of the Class A common stock, and each of its direct and indirect Subsidiaries. NEW HEIGHTS INVESTMENT. The Investments made by the Borrowers in New Heights.

Maximum Drawing Amount. The maximum aggregate amount that the beneficiaries may at any time draw under outstanding Letters of Credit, as such aggregate amount may be reduced from time to time pursuant to the terms of such the Letters of Credit. ▇▇▇▇▇'▇. ▇▇▇▇▇'▇ MOODY'S. Moody's Investors Services, Inc. MORTGAGED PROPERTY. Any Real Estate which is subject to any Mortgage. MORTGAGES. The several mortgages and deeds of trust listed on SCHEDULE 1.1 hereto and each of the mortgages and deeds of trusts which may be delivered after the Closing Date in accordance with ss.9.13, from any Borrower or its Subsidiary to the Administrative Agent with respect to the interests of the Borrowers and their Subsidiaries in certain parcels of the Real Estate consisting of fee properties and ground leases and in form and substance satisfactory to the Lenders and the Administrative Agent. MULTIEMPLOYER PLAN. Any multiemployer plan within the meaning ofss.3(37of ss.3(37) of ERISA maintained or contributed to by any Borrower or any ERISA Affiliate. NET CASH PROCEEDS. With respect to (a) any sale of any assets of the Borrowers or the Excluded Subsidiaries, the gross consideration received by any of the Borrowers or any of the Excluded Subsidiaries (in cash) from such sale, net of commissions, direct sales costs, normal closing adjustments, the amount used to repay any Indebtedness secured by such assets, income taxes attributable to such sale and professional fees and expenses incurred directly in connection therewith, to the extent the foregoing are actually paid in connection with such sale and (b) any permitted debt offering of the Borrowers or the Excluded Subsidiaries, the gross consideration received by any of the Borrowers or any of the Excluded Subsidiaries (in cash) from such debt offering, net of reasonable and customary transaction expenses and fees actually incurred in connection with such debt offering. NET EQUITY ISSUANCE PROCEEDS. With respect to any Equity OfferingIssuance, the excess of the gross cash proceeds received by such Person from for such Equity Offering Issuance after deduction of all reasonable and customary transaction expenses (including including, without limitation, underwriting discounts and commissions and reasonable legal feescommissions) actually incurred in connection with such Equity Offeringa sale or other issuance. NET WORKING CAPITAL CHANGESCASH SALE PROCEEDS. With The net cash proceeds received by a Person in respect to of any Asset Sale, less the Parent and its Subsidiaries, for any fiscal period and without duplication, the difference (expressed as a positive or a negative number) sum of (a) the sum of (i) billed accounts receivableall reasonable out-of-pocket fees, PLUS (ii) inventory commissions and other current assets considered part reasonable and customary direct expenses actually incurred in connection with such Asset Sale, including the amount of working capital any transfer or documentary taxes required to be paid by such Person in accordance connection with GAAPsuch Asset Sale, MINUS (iii) current accounts payable, MINUS (iv) current accruals and accretions (exclusive of interest accruals and accretions), in each case, as of the last day of such fiscal period, MINUS (b) the sum aggregate amount of cash so received by such Person which is required to be used to retire (iin whole or in part) billed accounts receivable, PLUS, any Indebtedness (iiother than under the Loan Documents) inventory of such Person permitted by this Credit Agreement that was secured by a lien or security interest permitted by this Credit Agreement having priority over the liens and other current security interests (if any) of the Administrative Agent (for the benefit of the Administrative Agent and the Lenders) with respect to such assets considered transferred and which is required to be repaid in whole or in part of working capital in accordance with GAAP, MINUS (iii) current accounts payable, MINUS (iv) current accruals and accretions (exclusive of interest accruals and accretions)which repayment, in each casethe case of any other revolving credit arrangement or multiple advance arrangement, as of reduces the last day of immediately preceding fiscal period. NEW HEIGHTS. New Heights Investor Co., LLC, a Delaware limited liability company commitment thereunder) in which Casella NH Power Co., LLC owns 100% of the Class B common stock and Casella NH Investors Co., LLC owns 19.9% of the Class A common stock, and each of its direct and indirect Subsidiaries. NEW HEIGHTS INVESTMENT. The Investments made by the Borrowers in New Heightsconnection with such Asset Sale.

Maximum Drawing Amount. The maximum aggregate amount that the beneficiaries may at any time draw under outstanding Letters of Creditcredit, as such aggregate amount may be reduced from time to time pursuant to the terms of such the Letters of Credit. ▇▇▇▇▇'▇Mortgaged Property. ▇▇▇▇▇'▇ Investors ServicesAny Real Estate which is subject to any Mortgage. Mortgages. Collectively, Inc. MULTIEMPLOYER PLANthe several mortgages and deeds of trust identified on Schedule 1.1(b) hereto, as each may be amended from time to time hereafter, from the Borrower and/or its Subsidiaries to the Managing Agent, in each case with respect to the fee and recorded leasehold interests of the Borrower and such Subsidiaries in the Real Estate. Multiemployer Plan. Any multiemployer plan within the meaning ofss.3(37of Section 3(37) of ERISA maintained or contributed to by any the Borrower or any ERISA Affiliate. NET CASH PROCEEDSNet Proceeds. With respect to One hundred percent (a100%) any sale of the cash proceeds from a Sale of any assets of the Borrowers or the Excluded Subsidiaries, the gross consideration received by any of the Borrowers or any of the Excluded Subsidiaries (in cash) from such sale, net of commissions, direct sales costs, normal closing adjustments, the amount used to repay any Indebtedness secured by such assets, income taxes attributable to such sale and professional fees and expenses incurred directly in connection therewith, to less the extent the foregoing are actually paid in connection with such sale and (b) any permitted debt offering of the Borrowers or the Excluded Subsidiaries, the gross consideration received by any of the Borrowers or any of the Excluded Subsidiaries (in cash) from such debt offering, net of reasonable and customary transaction expenses and fees actually incurred in connection with such debt offering. NET EQUITY PROCEEDS. With respect to any Equity Offering, the excess of the gross cash proceeds received by such Person from such Equity Offering after deduction of reasonable and customary transaction expenses (including without limitation, underwriting discounts and commissions and reasonable legal fees) actually incurred in connection with such Equity Offering. NET WORKING CAPITAL CHANGES. With respect to the Parent and its Subsidiaries, for any fiscal period and without duplication, the difference (expressed as a positive or a negative number) sum of (a) customary and reasonable amounts paid or payable in respect of brokerage fees, (b) other reasonable closing costs, and (c) sales or other gross receipts, income, or property transfer taxes payable in cash, in each case relating to such sale. If the Borrower or any of its Subsidiaries receives any promissory notes or other instruments as part of the consideration for such Sale or if payment in cash of any portion of the consideration for such Sale is otherwise deferred, Net Proceeds shall be deemed to include any cash payments in respect of such notes or instruments or otherwise deferred portion of such consideration when and to the extent received by such Person. Net WQCD Acquisition Amount. $160,000,000 less the sum of (i) billed accounts receivable, PLUS (ii) inventory and other current assets considered part of working capital in accordance with GAAP, MINUS (iii) current accounts payable, MINUS (iv) current accruals and accretions (exclusive of interest accruals and accretions), in each case, as of the last day of such fiscal period, MINUS (b) the sum of (i) billed accounts receivable, PLUS, (ii) inventory and other current assets considered part of working capital in accordance with GAAP, MINUS (iii) current accounts payable, MINUS (iv) current accruals and accretions (exclusive of interest accruals and accretions), in each case, as of the last day of immediately preceding fiscal period. NEW HEIGHTS. New Heights Investor Co., LLC, a Delaware limited liability company in which Casella NH Power Co., LLC owns 100% of the Class B common stock and Casella NH Investors Co., LLC owns 19.9% of the Class A common stockMaximum Drawing Amount under, and each all Unpaid Reimbursement Obligations relating to, all Letters of its direct and indirect Subsidiaries. NEW HEIGHTS INVESTMENT. The Investments made by Credit issued for the Borrowers in New Heightsbenefit of Tribune to support the Borrower's obligations under the WQCD Acquisition Documents.

Maximum Drawing Amount. The maximum aggregate amount that the beneficiaries may at any time draw under outstanding Letters of Credit, as such aggregate amount may be reduced from time to time pursuant to the terms of such the Letters of Credit. ▇▇▇▇▇'▇. ▇▇▇▇▇'▇ Investors Services, Inc. MULTIEMPLOYER PLANMultiemployer Plan. Any multiemployer plan within the meaning ofss.3(37of §3(37) of ERISA maintained or contributed to by any the Borrower or any ERISA Affiliate. NET CASH PROCEEDS. With respect to (a) any sale of any assets of the Borrowers or the Excluded Subsidiaries, the gross consideration received by any of the Borrowers or any of the Excluded Subsidiaries (in cash) from such sale, net of commissions, direct sales costs, normal closing adjustments, the amount used to repay any Indebtedness secured by such assets, income taxes attributable to such sale and professional fees and expenses incurred directly in connection therewith, to the extent the foregoing are actually paid in connection with such sale and (b) any permitted debt offering of the Borrowers or the Excluded Subsidiaries, the gross consideration received by any of the Borrowers or any of the Excluded Subsidiaries (in cash) from such debt offering, net of reasonable and customary transaction expenses and fees actually incurred in connection with such debt offering. NET EQUITY PROCEEDSNet Cash Proceeds. With respect to any Equity OfferingIssuance, the excess of the gross cash proceeds received by such Person from such Equity Offering Issuance after deduction of reasonable and customary transaction expenses (including without limitation, underwriting discounts and commissions and reasonable legal feescommissions) actually incurred in connection with the Equity Issuance. Net Cash Sale Proceeds. The net cash proceeds received by the Borrower and any of its Subsidiaries in respect of any Asset Sale, less the sum of (a) all reasonable out-of-pocket fees, commissions and other expenses incurred in connection with such Equity Offering. NET WORKING CAPITAL CHANGES. With Asset Sale, including the amount (estimated in good faith by such Person) of income, franchise, sales and other applicable taxes required to be paid by such Person in connection with such Asset Sale and (b) the aggregate amount of cash so received by such Person which is used to retire (in whole or in part) any Indebtedness (other than under the Loan Documents) of such Person permitted by this Credit Agreement that was secured by a lien or security interest (if any) permitted by this Credit Agreement having priority over the liens and security interests (if any) of the Agent, for the benefit of the Banks, with respect to such assets transferred, and which is required to be repaid in whole or in part (which repayment, in the Parent case of any other revolving credit arrangements or multiple advance arrangements, reduces the commitment thereunder) in connection with such Asset Sale. Net Working Capital Changes. For any fiscal period, the net change from the immediately preceding like fiscal period in (a) both billed and unbilled Accounts Receivable, (b) current accounts payable of the Borrower and its Subsidiaries, for any fiscal period and without duplication, the difference (expressed as a positive or a negative number) of (a) the sum of (i) billed accounts receivable, PLUS (ii) inventory and other current assets considered part of working capital in accordance with GAAP, MINUS (iii) current accounts payable, MINUS (ivc) current accruals and accretions (exclusive of interest accruals and accretions), in each case, as ) of the last day of such fiscal period, MINUS Borrower and its Subsidiaries and (b) the sum of (i) billed accounts receivable, PLUS, (iid) inventory and other current assets considered part of working capital in accordance with GAAP, MINUS (iii) current accounts payable, MINUS (iv) current accruals and accretions (exclusive of interest accruals and accretions), in each case, as of the last day of immediately preceding fiscal period. NEW HEIGHTS. New Heights Investor Co., LLC, a Delaware limited liability company in which Casella NH Power Co., LLC owns 100% of the Class B common stock Borrower and Casella NH Investors Co., LLC owns 19.9% of the Class A common stock, and each of its direct and indirect Subsidiaries. NEW HEIGHTS INVESTMENT. The Investments made by the Borrowers in New Heights.

Maximum Drawing Amount. The maximum aggregate amount that the beneficiaries may at any time draw under outstanding Letters of Credit, as such aggregate amount may be reduced from time to time pursuant to the terms of such the Letters of Credit. ▇▇▇▇▇'▇. ▇▇▇▇▇'▇ Investors Services, Inc. MULTIEMPLOYER PLANMortgaged Property. Any Real Estate which is subject to any Mortgage. Mortgages. Collectively, (a) the several mortgages and deeds of trust, dated or to be dated on or prior to the Closing Date, and set forth on Schedule 1B hereto, and (b) each mortgage or deed of trust required to be entered into after the Closing Date by the Borrower or any Subsidiary pursuant to Section 9.13 hereof, with respect to the fee and leasehold interests of the Borrower and its Subsidiaries in the Real Estate and in form and substance reasonably satisfactory to the Lenders and the Administrative Agent. Multiemployer Plan. Any multiemployer plan within the meaning ofss.3(37of Section 3(37) of ERISA maintained or contributed to by any the Borrower or any ERISA Affiliate. NET CASH PROCEEDS. With respect to (a) any sale of any assets of the Borrowers or the Excluded Subsidiaries, the gross consideration received by any of the Borrowers or any of the Excluded Subsidiaries (in cash) from such sale, net of commissions, direct sales costs, normal closing adjustments, the amount used to repay any Indebtedness secured by such assets, income taxes attributable to such sale and professional fees and expenses incurred directly in connection therewith, to the extent the foregoing are actually paid in connection with such sale and (b) any permitted debt offering of the Borrowers or the Excluded Subsidiaries, the gross consideration received by any of the Borrowers or any of the Excluded Subsidiaries (in cash) from such debt offering, net of reasonable and customary transaction expenses and fees actually incurred in connection with such debt offering. NET EQUITY PROCEEDSNet Cash Debt Issuance Proceeds. With respect to any Equity OfferingDebt Issuances, the excess of the gross cash proceeds received by the Borrower or any of its Subsidiaries for such Person from such Equity Offering Debt Issuance after deduction of all transaction expenses (including, without limitation, underwriting discounts and commissions) actually incurred in connection with such Debt Issuance. Net Cash Equity Issuance Proceeds. With respect to any Equity Issuance, the excess of the gross cash proceeds received by the Borrower or any of its Subsidiaries for such Equity Issuance after deduction of all reasonable and customary transaction expenses (including including, without limitation, underwriting discounts and commissions and reasonable legal feescommissions) actually incurred in connection with such Equity OfferingIssuance. NET WORKING CAPITAL CHANGESNet Cash Sale Proceeds. With The net cash proceeds received by a Person in respect to of any Asset Sale, less the Parent and its Subsidiaries, for any fiscal period and without duplication, the difference (expressed as a positive or a negative number) sum of (a) the sum of (i) billed accounts receivableall reasonable out-of-pocket fees, PLUS (ii) inventory commissions, taxes and other current assets considered part reasonably and customary direct expenses actually incurred in connection with such Asset Sale, including the amount of working capital any transfer or documentary taxes required to be paid by such Person in accordance connection with GAAPsuch Asset Sale and any income, MINUS (iii) current accounts payable, MINUS (iv) current accruals and accretions (exclusive of interest accruals and accretions), in each case, sales or other taxes paid or payable as of the last day a result of such fiscal periodAsset Sale, MINUS and (b) the sum aggregate amount of cash so received by such Person which is required to be used to retire (iin whole or in part) billed accounts receivable, PLUS, any Indebtedness (iiother than under the Loan Documents) inventory of such Person permitted by this Credit Agreement that was secured by a lien or security interest permitted by this Credit Agreement having priority over the liens and other current security interests (if any) of the Administrative Agent (for the benefit of the Administrative Agent and the Lenders) with respect to such assets considered transferred and which is required to be repaid in whole or in part of working capital in accordance with GAAP, MINUS (iii) current accounts payable, MINUS (iv) current accruals and accretions (exclusive of interest accruals and accretions)which repayment, in each casethe case of any other revolving credit arrangement or multiple advance arrangement, as reduces the commitment thereunder) in connection with such Asset Sale. Non-Affected Lender(s). As at any date of the last day of immediately preceding fiscal period. NEW HEIGHTS. New Heights Investor Co.determination, LLC, a Delaware limited liability company in those Lenders which Casella NH Power Co., LLC owns 100% of the Class B common stock and Casella NH Investors Co., LLC owns 19.9% of the Class A common stock, and each of its direct and indirect Subsidiaries. NEW HEIGHTS INVESTMENT. The Investments made by the Borrowers in New Heightsare not Affected Lenders.

Maximum Drawing Amount. The maximum aggregate amount that the beneficiaries may at any time draw under outstanding Letters of Credit and the Existing Letters of Credit, as such aggregate amount may be reduced from time to time pursuant to the terms of such the Letters of Credit and the Existing Letters of Credit. Minimum One Month LIBOR Amount. As of any date, an amount equal to seventy-five percent (75%) of the principal amount of the Term Loan outstanding on such date. ▇▇▇▇▇'▇. ▇▇▇▇▇'▇ Investors Services, Inc. MULTIEMPLOYER PLANMultiemployer Plan. Any multiemployer plan within the meaning ofss.3(37of Section 3(37) of ERISA maintained or contributed to by any either Borrower or any ERISA Affiliate. NET CASH PROCEEDS. With respect to (a) any sale of any assets of the Borrowers or the Excluded Subsidiaries, the gross consideration received by any of the Borrowers or any of the Excluded Subsidiaries (in cash) from such sale, net of commissions, direct sales costs, normal closing adjustments, the amount used to repay any Indebtedness secured by such assets, income taxes attributable to such sale and professional fees and expenses incurred directly in connection therewith, to the extent the foregoing are actually paid in connection with such sale and (b) any permitted debt offering of the Borrowers or the Excluded Subsidiaries, the gross consideration received by any of the Borrowers or any of the Excluded Subsidiaries (in cash) from such debt offering, net of reasonable and customary transaction expenses and fees actually incurred in connection with such debt offering. NET EQUITY PROCEEDSNet Cash Equity Issuance Proceeds. With respect to any Equity OfferingIssuance by any Person, the excess of the gross cash proceeds received by such Person from for such Equity Offering Issuance after deduction of all reasonable and customary transaction expenses (including including, without limitation, underwriting discounts and commissions) actually incurred in connection with such Equity Issuance. Net Cash Indebtedness Issuance Proceeds. With respect to any Indebtedness Issuance, the excess of the gross cash proceeds received by such Person for such Indebtedness Issuance after deduction of all reasonable and customary transaction expenses actually incurred in connection with such Indebtedness Issuance. Net Cash Sale Proceeds. The net cash proceeds received by a Person in respect of any Asset Sale, less the sum of (a) all reasonable out-of-pocket fees, commissions and other reasonable legal and customary direct expenses (including, without limitation, counsel fees) actually incurred in connection with such Equity Offering. NET WORKING CAPITAL CHANGES. With respect Asset Sale, including the amount of any transfer or documentary taxes required to the Parent be paid by such Person in connection with such Asset Sale, and its Subsidiaries, for any fiscal period and without duplication, the difference (expressed as a positive or a negative number) of (a) the sum of (i) billed accounts receivable, PLUS (ii) inventory and other current assets considered part of working capital in accordance with GAAP, MINUS (iii) current accounts payable, MINUS (iv) current accruals and accretions (exclusive of interest accruals and accretions), in each case, as of the last day of such fiscal period, MINUS (b) the sum aggregate amount of cash so received by such Person which is required to be used to retire (iin whole or in part) billed accounts receivable, PLUS, any Indebtedness (iiother than under the Loan Documents) inventory of such Person permitted by this Credit Agreement that was secured by a lien or security interest permitted by this Credit Agreement having priority over the liens and other current security interests (if any) of the Administrative Agent (for the benefit of the Administrative Agent and the Lenders) with respect to such assets considered transferred and which is required to be repaid in whole or in part of working capital in accordance with GAAP, MINUS (iii) current accounts payable, MINUS (iv) current accruals and accretions (exclusive of interest accruals and accretions)which repayment, in each casethe case of any other revolving credit arrangement or multiple advance arrangement, as of reduces the last day of immediately preceding fiscal period. NEW HEIGHTS. New Heights Investor Co., LLC, a Delaware limited liability company commitment thereunder) in which Casella NH Power Co., LLC owns 100% of the Class B common stock and Casella NH Investors Co., LLC owns 19.9% of the Class A common stock, and each of its direct and indirect Subsidiaries. NEW HEIGHTS INVESTMENT. The Investments made by the Borrowers in New Heightsconnection with such Asset Sale.