Second Priority Return definition

Second Priority Return means the receipt by Cogentrix GP and Cogentrix LP of cash distributions of Net Distributable Cash in an aggregate amount sufficient to provide each of Cogentrix GP and Cogentrix LP, as the case may be, with an Internal Rate of Return on its respective Cogentrix Investment of [xxx]% inclusive of the First Priority Return) calculated in accordance with Schedule 1.1(a), (it being understood that any amounts which are part of Cogentrix Investment pursuant to subsection (b) of the definition of Cogentrix Investment shall only be entitled to such return for the date they are actually paid or made). For purposes of Article V hereof, Internal Rate of Return shall be calculated at each calendar quarter end.
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Second Priority Return means, as of any calculation date, a twelve percent (12%) cumulative annual return, compounded annually, on each Partner’s Unreturned Capital Account, (calculated in a consistent manner with how the First Priority Return is calculated on a memorandum basis by using twelve percent (12%) in place of nine percent (9%) for purposes of priority return, return of capital and unreturned capital accounts), including the First Priority Return already paid or accrued; provided that any Partner increasing its Commitment and any additional Limited Partner admitted on a Subsequent Closing Date shall be entitled to a Second Priority Return on the amount of any Capital Contribution made pursuant to Section 6.2.7(b) of this Agreement (excluding Subsequent Closing Interest) calculated from the date such Capital Contribution would have been made if such Limited Partner had been admitted, or such existing Partner had increased its Commitment, on the Initial Closing. For purposes of calculating the Second Priority Return with respect to non-defaulting Partners (taking into account cure periods), the date on which a Capital Contribution is due pursuant to a notice given by the General Partner pursuant to Section 6.3.1(a) of this Agreement shall be deemed to be the date on which a given Capital Contribution has been made.
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Second Priority Return means an annual non-cumulative amount retained by Lessee out of certain portions of Operating Profit, as set forth in Section 5.02 hereof, equal to five percent (5%) of the balance from time to time, of:
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Examples of Second Priority Return in a sentence

  • Second Priority Return Percentage shall have the meaning set forth in Section 11(d).

  • If the Performance Component is payable with respect to Class S Shares, Class M-I Shares or Class T2 Shares pursuant to this Section 11(d), the Advisor will be entitled to such payment even in the event that the Annual Total Return to Class S Stockholders, Class M-I Stockholders or Class T2 Stockholders (or any particular Stockholder) expressed as a percentage on a cumulative basis over any longer or shorter period has been less than the Second Priority Return Percentage.

  • For each class, the dollar amount of the Performance Component will be equal to the difference between the Annual Total Return and the Second Priority Return Percentage allocable to Class S Shares, Class M-I Shares or Class T2 Shares, as applicable; provided, however that in no event will the Performance Component exceed 12.5% of the Annual Total Return allocable to Class S Shares, Class M-I Shares or Class T2 Shares, as applicable, for any calendar year.

  • With the extra budgeted $400 allocated for ASA's Annual Meeting, the board voted to award these funds as travel aid for our graduate students.

  • The Borrower further acknowledges that the Lender's receipt of any of the Contingent Returns is contingent on the availability of profit and the payment of the Borrower's First Priority Return and the Borrower's Second Priority Return, as applicable.

  • The General Partner shall also have the authority to adjust allocations as necessary in order to realize the intended economic arrangement among the Partners, including allocations of gross income for distributions of the First Priority Return and Second Priority Return.

  • The Second Contingent Return shall be paid to the Lender after the payment of the First Contingent Return, the Borrower's First Priority Return and the Borrower's Second Priority Return, to the extent of the Borrower's Cash Flow.

  • The Borrower's First Priority Return and the Borrower's Second Priority Return shall be a return on, and to the extent applicable, a return of, the Borrower's equity investment in the Project.

  • U.S. commitments to support Afghanistan’s social and economic development, security, institutions and regional cooperation are matched by Afghan commitments to strengthen accountability, transparency, oversight, and to protect the human rights of all Afghans – men and women.

  • To the extent of Cash Flow, the Borrower's Second Priority Return may be distributed provided that (a) the First Contingent Return has been paid; (b) there shall not exist at the time that the same would otherwise be paid, a default or event of default pursuant to the Loan Documents, or any event or circumstance which with the passing of time or the giving of notice, or both, would be a default or event of default pursuant to the Loan Documents.


More Definitions of Second Priority Return

Second Priority Return means $5,729,252, which shall be payable by the Company to the Perlxxxxxx Xxxup on or after February 1, 1996 (but in no event later than the earlier to occur of (i) October 31, 1996 or (ii) the Unaffiliated Investor Closing Date) out of Available Cash or Capital Proceeds. (hhhh) "SECURITIES ACT" means the Securities Act of 1933, as amended, and any successor statute, and the rules and regulations promulgated thereunder.
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Second Priority Return. As of any date, the Unreturned Capital Contribution of a Participant or its Affiliate in a particular Investment Entity multiplied by 16% per annum (calculated on a cumulative, compounded annual basis on the Unreturned Capital Contribution of such Participant or its Affiliate in such Investment Entity, as adjusted from time to time, from the date capital contributions are received by such Investment Entity to the date of payment).
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Second Priority Return means [Confidential material has been omitted pursuant to a request for confidential treatment filed with the Commission under Rule 24b-2(b)and has been filed separately with the Commission.].
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Second Priority Return means, for each Current Period, an amount equal to (a) the Second Priority Return Rate for such Current Period multiplied by (b) the sum of (i) (A) the Original Capital Contributions of the Terra Partner described in Sections 3.01 and 3.02 plus (B) all Additional Capital Contributions made by the Terra Partners pursuant to Section 3.03, adjusted for the timing of any Additional Capital Contributions made during such Current Period and (ii) (A) the Cumulative Second Priority Return as of the immediately preceding Distribution Date minus (B) the cumulative distributions made to the Terra Partners pursuant to Section 5.02 during the period commencing on the Closing Date and ending on the immediately preceding Distribution Date. All computations referred to in this definition shall be determined on the basis of the actual number of days elapsed in a 360-day year (including the first day but excluding the last day) occurring in the period for which the Second Priority Return is being calculated.
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Second Priority Return means an annual non-cumulative amount ---------------------- retained by Owner out of certain portions of Operating Profit, as set forth in Section 5.02 hereof, equal to five percent (5%) of the Adjusted Capital Contributions.
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Related to Second Priority Return

  • Second Priority Representative means (i) in the case of the Initial Second Priority Debt Facility covered hereby, the Initial Second Priority Representative and (ii) in the case of any Second Priority Debt Facility and the Second Priority Debt Parties thereunder the trustee, administrative agent, collateral agent, security agent or similar agent under such Second Priority Debt Facility that is named as the Representative in respect of such Second Priority Debt Facility in the applicable Joinder Agreement.

  • Second Priority Debt means any Indebtedness of the Borrower or any other Grantor guaranteed by the Guarantors (and not guaranteed by any Subsidiary that is not a Guarantor), including the Initial Second Priority Debt, which Indebtedness and guarantees are secured by the Second Priority Collateral on a pari passu basis (but without regard to control of remedies, other than as provided by the terms of the applicable Second Priority Debt Documents) with any other Second Priority Debt Obligations and the applicable Second Priority Debt Documents which provide that such Indebtedness and guarantees are to be secured by such Second Priority Collateral on a subordinate basis to the Senior Debt Obligations (and which is not secured by Liens on any assets of the Borrower or any other Grantor other than the Second Priority Collateral or which are not included in the Senior Collateral); provided, however, that (i) such Indebtedness is permitted to be incurred, secured and guaranteed on such basis by each Senior Debt Document and Second Priority Debt Document and (ii) except in the case of the Initial Second Priority Debt hereunder, the Representative for the holders of such Indebtedness shall have become party to this Agreement pursuant to, and by satisfying the conditions set forth in, Section 8.09 hereof. Second Priority Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Guarantors issued in exchange therefor.

  • Second Priority Secured Parties means the Second Priority Representative, the Second Priority Creditors and any other holders of the Second Priority Obligations.

  • Permitted Second Priority Refinancing Debt secured Indebtedness incurred by the Borrower in the form of one or more series of second lien secured notes or second lien secured loans; provided that (i) such Indebtedness is secured by the Collateral on a second lien, subordinated basis to the Obligations and is not secured by any property or assets of the Borrower or any of its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature or have scheduled amortization or payments of principal prior to the date that is 91 days after the Latest Maturity Date at the time such Indebtedness is incurred, (iv) the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent; provided that such differences are not more favorable to the investors in such secured Indebtedness), (v) such Indebtedness is not also incurred by or guaranteed by any Subsidiaries of the Borrower other than the Subsidiary Guarantors and is not incurred by or guaranteed by any other Person, (vi) an agent or representative acting on behalf of the holders of such Indebtedness (a “Second Lien Agent”) shall have become party to an intercreditor agreement in form and substance satisfactory to the Administrative Agent (the “Second Lien Intercreditor Agreement”); provided that, if such Indebtedness is the initial Permitted Second Priority Refinancing Debt incurred by the Borrower, then the Borrower, the Subsidiary Guarantors, the Administrative Agent and the Second Lien Agent for such Indebtedness shall have executed and delivered the Second Lien Intercreditor Agreement, (vii) the other terms and conditions of such secured Indebtedness are on the whole substantially identical to, or less favorable to the investors providing such secured Indebtedness, than those applicable to the Refinanced Debt (except for (x) pricing, fees, rate floors and prepayment or redemption premiums, which shall reflect market terms and conditions at the time of incurrence or issuance, (y) covenants or other provisions applicable only to periods after the date that is 91 days after the Latest Maturity Date that is in effect on the date such Indebtedness is issued, incurred or obtained and (z) differences that reflect the nature of such secured debt as fixed or floating rate securities), and (viii) a Responsible Officer shall have certified compliance with the foregoing requirements and that the incurrence of such Indebtedness complies with Section 6.2.

  • Second Priority Principal Distribution Amount means, with respect to any Payment Date, an amount equal to (a) the excess, if any, of (i) the Note Balance as of such Payment Date (before giving effect to any principal payments made on the Class A Notes and the Class B Notes on such Payment Date), over (ii) the Adjusted Pool Balance for such Payment Date minus (b) the First Priority Principal Distribution Amount for such Payment Date; provided, however, that the Second Priority Principal Distribution Amount on the Class B Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class B Notes to zero.

  • Second Priority Debt Parties means the Initial Second Priority Debt Parties and, with respect to any series, issue or class of Second Priority Debt, the holders of such Indebtedness, the Representative with respect thereto, any trustee or agent therefor under any related Second Priority Debt Documents and the beneficiaries of each indemnification obligation undertaken by the Borrower or any other Grantor under any related Second Priority Debt Documents.

  • Second Priority Principal Payment means, for a Payment Date, the greater of:

  • Second Priority Lien means the Liens on the Second Priority Collateral in favor of Second Priority Debt Parties under Second Priority Collateral Documents.

  • Second Priority Debt Obligations means the Initial Second Priority Debt Obligations and, with respect to any series, issue or class of Second Priority Debt, (a) all principal of, and interest (including, without limitation, any interest which accrues after the commencement of any Bankruptcy Case, whether or not allowed or allowable as a claim in any such proceeding) payable with respect to, such Second Priority Debt, (b) all other amounts payable to the related Second Priority Debt Parties under the related Second Priority Debt Documents and (c) any renewals or extensions of the foregoing.

  • Second Priority Debt Documents means the Initial Second Priority Debt Documents and, with respect to any series, issue or class of Second Priority Debt, the promissory notes, indentures, Collateral Documents or other operative agreements evidencing or governing such Indebtedness, including the Second Priority Collateral Documents.

  • Second Priority Liens means all Liens on the Second Lien Collateral to secure the Second Lien Obligations, whether created under the Second Lien Security Documents or acquired by possession, statute, operation of law, subrogation or otherwise.

  • Second Priority Documents means each Second Priority Agreement, each Second Priority Security Document and each Second Priority Guarantee.

  • Permitted First Priority Refinancing Debt means any secured Indebtedness incurred by the Borrower in the form of one or more series of senior secured notes or senior secured loans; provided that (i) such Indebtedness is secured by the Collateral on a pari passu basis with the Obligations and is not secured by any property or assets of Holdings and its Subsidiaries other than the Collateral, (ii) such Indebtedness constitutes Credit Agreement Refinancing Indebtedness in respect of Term Loans, (iii) such Indebtedness does not mature prior to the Maturity Date of the Refinanced Debt and such Indebtedness shall have a Weighted Average Life to Maturity that is not shorter than the Refinanced Debt, (iv) to the extent applicable, the security agreements relating to such Indebtedness are substantially the same as the Security Documents (with such differences as are reasonably satisfactory to the Administrative Agent), (v) no Restricted Subsidiary guarantees such Indebtedness unless it is a Subsidiary Guarantor (or becomes a Subsidiary Guarantor substantially concurrently with the incurrence of such Indebtedness); provided that, if, at any time, such Restricted Subsidiary ceases to be a Guarantor, it shall not guarantee such Indebtedness, (vi) the other terms and conditions of such Indebtedness (excluding pricing, fees, rate floors, premiums, optional prepayment or optional redemption provisions) reflect market terms and conditions at the time of incurrence and issuance; provided, that, to the extent such terms and documentation are not substantially identical to the Indebtedness being refinanced, (x) such terms (taken as a whole) shall be less favorable to the providers of such Permitted First Priority Refinancing Debt than those applicable to the Indebtedness being refinanced, except, in each case, for financial or other covenants or other provisions contained in such Indebtedness that are applicable only after the then Latest Maturity Date, or (y) such documentation shall be reasonably acceptable to the Administrative Agent and (vii) a Senior Representative acting on behalf of the holders of such Indebtedness shall have become party to a Pari Passu Intercreditor Agreement and the Administrative Agent shall have become a party to the Pari Passu Intercreditor Agreement (or any then-existing Pari Passu Intercreditor Agreement shall have been amended or replaced in a manner reasonably acceptable to the Administrative Agent, which results in such Senior Representative having rights to share in the Collateral as provided in clause (i) above). Permitted First Priority Refinancing Debt will include any Registered Equivalent Notes issued in exchange therefor.

  • Designated Second Priority Representative means (i) the Initial Second Priority Representative, until such time as the Second Priority Debt Facility under the Initial Second Priority Debt Documents ceases to be the only Second Priority Debt Facility under this Agreement and (ii) thereafter, the Second Priority Representative designated from time to time by the Second Priority Instructing Group, in a notice to the Designated Senior Representative and the Company hereunder, as the “Designated Second Priority Representative” for purposes hereof.

  • Second Priority Principal Distributable Amount With respect to any Distribution Date, an amount, not less than zero, equal to the difference between (i) the excess, if any, of (a) the aggregate outstanding principal balance of the Class A Notes and the Class B Notes as of the preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes and the Class B Notes on such preceding Distribution Date) over (b) the Aggregate Receivables Principal Balance as of the close of business on the last day of the immediately preceding Monthly Period, and (ii) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date.

  • Second Priority means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is second in priority only to the Liens created under the ABL Loan Documents (subject to (i) in the case of Mortgages, Permitted Encumbrances) and (ii) otherwise, Permitted Liens).

  • Second Priority Obligations means (a) with respect to the Existing Second Priority Agreement, all “Secured Obligations” of each Loan Party as defined in the “Security Agreement” referred to in the Existing Second Priority Agreement and (b) with respect to each other Second Priority Agreement, (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all indebtedness under such Second Priority Agreement, and (ii) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the applicable Second Priority Documents, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any Second Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any First Priority Secured Party, receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties hereunder, be deemed to be reinstated and outstanding as if such payment had not occurred.

  • Priority Lien means a first priority Lien (subject in priority only to Permitted Prior Liens) granted in favor of the Collateral Trustee pursuant to a Note Security Document, at any time, upon any property of the Company or any other Grantor to secure Priority Lien Obligations.

  • First Priority Principal Distribution Amount means, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the Class A Note Balance as of such Payment Date (before giving effect to any principal payments made on the Class A Notes on such Payment Date), over (b) the related Adjusted Pool Balance; provided, however, that (i) the First Priority Principal Distribution Amount on the Class A-1 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-1 Notes to zero; (ii) the First Priority Principal Distribution Amount on the Class A-2a Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-2a Notes to zero; (iii) the First Priority Principal Distribution Amount on the Class A-2b Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-2b Notes to zero; (iv) the First Priority Principal Distribution Amount on the Class A-3 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-3 Notes to zero; and (v) the First Priority Principal Distribution Amount on the Class A-4 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-4 Notes to zero.

  • Priority Lien Cap means, as of any date, the maximum aggregate principal amount of Indebtedness permitted to be incurred by clause (1) of the definition of Permitted Debt. For purposes of this definition, all letters of credit will be valued at the face amount thereof, whether or not drawn.

  • First Priority Principal Payment means, for a Payment Date, the greater of:

  • Third Priority Principal Distributable Amount With respect to any Distribution Date, an amount, not less than zero, equal to the difference between (i) the excess, if any, of (a) the aggregate outstanding principal balance of the Class A Notes, the Class B Notes and the Class C Notes as of the preceding Distribution Date (after giving effect to any principal payments made on the Class A Notes, the Class B Notes and the Class C Notes on such preceding Distribution Date) over (b) the Aggregate Receivables Principal Balance as of the close of business on the last day of the immediately preceding Monthly Period, and (ii) the sum of (a) the First Priority Principal Distributable Amount, if any, with respect to such Distribution Date and (b) the Second Priority Principal Distributable Amount, if any, with respect to such Distribution Date.

  • Senior Priority Obligations as defined in the Base Intercreditor Agreement.

  • Permitted Junior Priority Refinancing Debt means secured Indebtedness incurred by the Borrower in the form of one or more series of second lien (or other junior lien) secured notes or debentures or second lien (or other junior lien) secured loans; provided that (i) such Indebtedness is secured by all or a portion of the Collateral on a second priority (or other junior priority) basis to the Liens securing the Obligations and any other First Lien Obligations and is not secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral, (ii) such Indebtedness satisfies the applicable requirements set forth in the provisos in the definition of “Credit Agreement Refinancing Indebtedness” (provided that such Indebtedness may be secured by a Lien on the Collateral that is junior to the Liens securing the Obligations and any other First Lien Obligations, notwithstanding any provision to the contrary contained in the definition of “Credit Agreement Refinancing Indebtedness”), (iii) the holders of such Indebtedness (or their representative) and the Administrative Agent and/or the Collateral Agent shall be party to a Customary Intercreditor Agreement, and (iv) such Indebtedness is not at any time guaranteed by any Subsidiaries of the Borrower other than Subsidiaries that are Guarantors.

  • Permitted Priority Liens means Liens permitted under any of the clauses (b), (c), (d), (e), (f) or (i) of Section 9.02.

  • Priority Indebtedness means (a) Indebtedness of the Company or any Subsidiary (other than that described in Section 6.01(e)) secured by any Lien on any asset(s) of the Company or any Subsidiary and (b) Indebtedness of any Subsidiary, in each case owing to a Person other than the Company or any Subsidiary.