Qualified Replacement Manager means either (a) an organization which manages (or is under the Control of or common Control of an Affiliate that manages) a casino resort property (other than the Property) that (i) satisfies the Minimum Facilities Threshold, (ii) has gross revenues of not less than $750,000,000 per year for each of the preceding three (3) years as of the date of determination, and (iii) on the date of determination, is at least of comparable standard of quality as the Property (by way of example only, and without limitation, as of the Closing Date, each of the following casino resort properties satisfies the requirements of clause (iii) of the foregoing sentence: Bellagio, Aria, Venetian (Las Vegas), Xxxxxxx, Xxxx (Las Vegas), Encore, City of Dreams (Macau), Galaxy Macau, Sands Cotai, Venetian Macau, MGM Grand Macau, Xxxx Macau, and Marina Bay Sands (Singapore)), or (b) any management company set forth on Schedule 1.1 hereof or (c) any other management company approved by Administrative Agent, in its reasonable discretion, provided, in each case, if such Person is an Affiliate of Mortgage Borrower or Borrower, if required by Administrative Agent, Borrower shall have obtained an Additional Insolvency Opinion. At the time of appointment, such organization (1) shall not be subject to any Bankruptcy Action, (2) shall have never been convicted of, or pled guilty or no contest to, a Patriot Act Offense and shall not be listed in any Government List, (3) shall not be, and shall not be Controlled by, an Embargoed Person or a Person that has been found “unsuitable,” for any reason, by any applicable Gaming Authority, (4) shall have not been the subject of a material governmental or regulatory investigation which resulted in a conviction for criminal activity involving moral turpitude, (5) shall have not been found liable pursuant to a non-appealable judgment in a civil proceeding for attempting to hinder, delay or defraud creditors, and (6) shall have all required licenses and approvals required under applicable law, including all Gaming Licenses for itself, its officers, directors and Affiliates required to manage and operate the Property in accordance with the terms hereunder and the Replacement Management Agreement (if any).
Qualified Replacement Manager. The Qualified Replacement Manager (as defined in the Non-CPLV Lease) that is serving in such capacity under the Non-CPLV Lease.
Qualified Replacement Manager has the meaning given to such term in the Notes Purchase Agreement.
Examples of Qualified Replacement Manager in a sentence
GSRP shall have become a Qualified Replacement Manager under the Notes Purchase Agreement.
More Definitions of Qualified Replacement Manager
Qualified Replacement Manager means any Person that (a) is (or has an Affiliate that is) a past or present majority owner or operator of one or more solar electric generating facilities that, at the time of determination, are in commercial operation and that have an aggregate generating capacity of at least 400 megawatts or (b) has contracted with one or more Persons to perform management, operation and maintenance services for the Projects, which are (or have an Affiliate that is), in each case, a past or present majority owner or operator of one or more solar electric generating facilities that, at the time of determination, are in commercial operation and that have an aggregate generating capacity of at least 300 megawatts. For purposes of calculating percentage ownership by a Person of facilities co-owned with Tax Equity Investors, the Person who is the managing member with respect to or otherwise owns the controlling interest in such facilities shall be deemed the majority owner thereof.
Qualified Replacement Manager means either:
Qualified Replacement Manager means any Person that (a) is (or has an Affiliate that is) the majority owner or operator of one or more solar electric generating facilities that, at the time of determination, are in commercial operation and that have an aggregate generating capacity of at least 300 megawatts (which shall include GSRP and Parent) or (b) has contracted with one or more Persons to perform management, operation and maintenance services for the Projects, which are (or have an Affiliate that is), in each case, the majority owner or operator of one or more solar electric generating facilities that, at the time of determination, are in commercial operation and that have an aggregate generating capacity of at least 300 megawatts; provided, however, that the requirements above shall only be deemed satisfied if prior to any such Person replacing the Manager, the Rating Condition has been satisfied; provided further, that such prior satisfaction of the Rating Condition shall not be required if such Person is GSRP, a successor entity to GSRP through merger, other corporate combination transaction or otherwise, Parent or an Affiliate of GSRP (or such successor Person) or Parent and is managed by at least a majority of the individuals set forth on Schedule A-8 hereto. For purposes of calculating percentage ownership by a Person of facilities co-owned with Tax Equity Investors, the Person who is the managing member with respect to or otherwise owns the controlling interest in such facilities shall be deemed the majority owner thereof.
Qualified Replacement Manager means either (a) an organization which manages (or is under the Control of or common Control of an Affiliate that manages) a casino resort property (other than the Property) that (i) satisfies the Minimum Facilities Threshold, (ii) has gross revenues of not less than $750,000,000 per year for each of the preceding three (3) years as of the date of determination, and (iii) on the date of determination, is at least of comparable standard of quality as the Property (by way of example only, and without limitation, as of the Closing Date, each of the following casino resort properties satisfies the requirements of clause (iii) of the foregoing sentence: Bellagio, Aria, Venetian (Las Vegas), Xxxxxxx, Xxxx (Las Vegas), Encore, City of Dreams (Macau), Galaxy Macau, Sands Cotai, Venetian Macau, MGM Grand Macau, Xxxx Macau, and Marina Bay Sands (Singapore)), or (b) any management company set forth on Schedule 1.1 hereof or (c) any other management company approved by Lender, in its reasonable discretion, for which if required by Lender, Borrower shall have obtained a Rating Agency Confirmation from the Approved Rating Agencies with respect to such Manager, provided, in each case, if such Person is an Affiliate of Borrower, if required by Lender, Borrower shall have obtained an Additional Insolvency Opinion. At the time of appointment, such organization (1) shall not be subject to any Bankruptcy Action, (2) shall have never been convicted of, or pled guilty or no contest to, a Patriot Act Offense and shall not be listed in any Government List, (3) shall not be, and shall not be Controlled by, an Embargoed Person or a Person that has been found “unsuitable,” for any reason, by any applicable Gaming Authority, (4) shall have not been the subject of a material governmental or regulatory investigation which resulted in a conviction for criminal activity involving moral turpitude, (5) shall have not been found liable pursuant to a non-appealable judgment in a civil proceeding for attempting to hinder, delay or defraud creditors, and (6) shall have all required licenses and approvals required under applicable law, including all Gaming Licenses for itself, its officers, directors and Affiliates required to manage and operate the Property in accordance with the terms hereunder and the Replacement Management Agreement (if any).
Qualified Replacement Manager. The Qualified Replacement Manager (as defined in the Regional Lease) that is serving in such capacity under the Regional Lease.
Qualified Replacement Manager means a Person that is (i) Investor Member or an Affiliate of Investor Member, (ii) a manager that, together with its Affiliates, manages at least 5,000,000 square feet of institutional quality real estate assets, or (iii) otherwise reasonably acceptable to REIT Member.
Qualified Replacement Manager means a Person (i) that has, or has contracted with a person who has, the Relevant Experience and (ii) who is not a Disqualified Person (as defined in the applicable Operating Agreements). [Remainder of page intentionally blank; signature pages follow.] TLA BORROWER: SUNRUN HERA PORTFOLIO 2015-A, LLC, a Delaware limited liability company By: Sunrun Hera Portfolio 2015-B, LLC Its: Sole Member By: Sunrun Hera Holdco 2015, LLC Its: Sole Member By: Sunrun Inc. Its: Sole Member By:_________________________ Name: Xxxxxx Xxxxx Xx. Title: Chief Financial Officer TLB BORROWER: SUNRUN HERA PORTFOLIO 2015-B, LLC, a Delaware limited liability company By: Sunrun Hera Holdco 2015, LLC Its: Sole Member By: Sunrun Inc. Its: Sole Member By:_________________________ Name: Xxxxxx Xxxxx Xx. Title: Chief Financial Officer HOLDCO XI: SUNRUN SOLAR OWNER HOLDCO XI, LLC, a California limited liability company By: Sunrun Hera Portfolio 2015-A, LLC Its: Sole Member By: Sunrun Hera Portfolio 2015-B, LLC Its: Sole Member By: Sunrun Hera Holdco 2015, LLC Its: Sole Member By: Sunrun Inc. Its: Sole Member By:_________________________ Name: Xxxxxx Xxxxx Xx. Title: Chief Financial Officer OWNER XI: SUNRUN SOLAR OWNER XI, LLC, a California limited liability company By: Sunrun Solar Owner Holdco XI, LLC, Its: Managing Member By: Sunrun Hera Portfolio 2015-A, LLC Its: Sole Member By: Sunrun Hera Portfolio 2015-B, LLC Its: Sole Member By: Sunrun Hera Holdco 2015, LLC Its: Sole Member By: Sunrun Inc. Its: Sole Member By:_________________________ Name: Xxxxxx Xxxxx Xx. Title: Chief Financial Officer TENANT XI: SUNRUN SOLAR TENANT XI, LLC, a California limited liability company By: Sunrun Solar Owner Holdco XI, LLC, Its: Managing Member By: Sunrun Hera Portfolio 2015-A, LLC Its: Sole Member By: Sunrun Hera Portfolio 2015-B, LLC Its: Sole Member By: Sunrun Hera Holdco 2015, LLC Its: Sole Member By: Sunrun Inc. Its: Sole Member By:_________________________ Name: Xxxxxx Xxxxx Xx. Title: Chief Financial Officer INVESTOR: [INVESTOR], a Delaware limited liability company By:_________________________ Name: Title: TLA COLLATERAL AGENT: DEUTSCHE BANK TRUST COMPANY AMERICAS, as TLA Collateral Agent By:_________________________ Name: Title: TLB COLLATERAL AGENT: DEUTSCHE BANK TRUST COMPANY AMERICAS, as TLB Collateral Agent By:_________________________ Name: