Common use of Actions by Manager; Owner Representative Clause in Contracts

Actions by Manager; Owner Representative. (a) Where by a provision of this Agreement an approval, consent or agreement of a Party (individually or collectively, an “Approval”) is required, the request for such Approval shall be in writing, shall be accompanied by reasonable detail if the circumstances require and shall refer to the Section pursuant to which such approval is requested, and, unless a different time period in which to respond is expressly provided, (i) the Party whose Approval is requested shall, within five (5) calendar days after receipt of a request for approval, notify the requesting Party in writing either that it grants or that it withholds its Approval, setting forth in reasonable detail its reasons for withholding its approval; (ii) if the notification referred to in clause (i) is not given within the applicable period of time, the Party whose Approval is requested shall be deemed to have disapproved the proposed request as submitted; and (iii) a dispute as to whether or not an Approval has been unreasonably withheld shall be resolved by arbitration as provided in Section 17.16. (b) Manager has received a copy of the limited liability company agreement and other governing documents of Station Casinos LLC (the “Equity Holders Agreement”) and hereby acknowledges that the same contain provisions requiring the approval of applicable thresholds of the direct and/or indirect equity holders of Owner for certain actions specified therein (each a “Material Item”). Without limiting any restrictions on Manager’s authority set forth herein, Manager agrees that it will use commercially reasonable efforts to avoid taking any action pursuant to this Agreement which is the subject of a Material Item unless it receives evidence in writing from Owner that the appropriate approvals of the direct and/or indirect equity holders of Owner have been obtained. (c) Notwithstanding Section 17.2(a), all of the rights and remedies of Owner under this Agreement, including, without limitation, the right of Owner to consent to certain matters as described more fully herein, shall be exercised on behalf of Owner by a representative(s) of Owner as appointed, from time to time, by Owner (the “Owner Representative”) and designated to Manager in writing by Owner. Simultaneously with the execution of this Agreement, Owner shall notify Manager in writing of the identity of the initial Owner Representative. The Owner Representative shall be responsible for the internal audit, monitoring and administration of this Agreement on behalf of Owner, including, without limitation, monitoring of Corporate Overhead and Expenses and the corresponding allocation procedures set forth in the Manager Allocation Agreement. In connection therewith, Manager shall use its commercially reasonable efforts to assist and cooperate with the Owner Representative and provide the Owner Representative with reasonable access to (i) the Properties; (ii) the executive officers of Manager; and (iii) the books and records and any other information or data pertaining to the Properties in accordance with Section 9.2 as may be reasonably requested by the Owner Representative. Manager may conclusively rely on, and shall be protected from acting or refraining from acting on, any instruction or direction of the Owner Representative. In the event that Manager disagrees with any determination made by the Owner Representative, such matter shall be submitted to the board of directors of Owner and determined in accordance with the provisions of the Equity Holders Agreement.

Actions by Manager; Owner Representative. (a) Where by a provision of this Agreement an approval, consent or agreement of a Party (individually or collectively, an “Approval”) is required, the request for such Approval shall be in writing, shall be accompanied by reasonable detail if the circumstances require and shall refer to the Section pursuant to which such approval is requested, and, unless a different time period in which to respond is expressly provided, (i) the Party whose Approval is requested shall, within five (5) calendar days after receipt of a request for approval, notify the requesting Party in writing either that it grants or that it withholds its Approval, setting forth in reasonable detail its reasons for withholding its approval; (ii) if the notification referred to in clause (i) is not given within the applicable period of time, the Party whose Approval is requested shall be deemed to have disapproved the proposed request as submitted; and (iii) a dispute as to whether or not an Approval has been unreasonably withheld shall be resolved by arbitration as provided in Section 17.16. (b) Manager has received a copy of the limited liability company agreement and other governing documents of Station Casinos LLC (the “Equity Holders Agreement”) and hereby acknowledges that the same contain provisions requiring the approval of applicable thresholds of the direct and/or indirect equity holders of Owner for certain actions specified therein (each a “Material Item”). Without limiting any restrictions on Manager’s authority set forth herein, Manager agrees that it will use commercially reasonable efforts to avoid taking any action pursuant to this Agreement which is the subject of a Material Item unless it receives evidence in writing from Owner that the appropriate approvals of the direct and/or indirect equity holders of Owner have been obtained. (c) Notwithstanding Section 17.2(a), all of the rights and remedies of Owner under this Agreement, including, without limitation, the right of Owner to consent to certain matters as described more fully herein, shall be exercised on behalf of Owner by a representative(s) of Owner as appointed, from time to time, by Owner (the “Owner Representative”) and designated to Manager in writing by Owner. Simultaneously with the execution of this Agreement, Owner shall notify Manager in writing of the identity of the initial Owner Representative. The Owner Representative shall be responsible for the internal audit, monitoring and administration of this Agreement on behalf of Owner, including, without limitation, monitoring of Corporate Overhead and Expenses and the corresponding allocation procedures set forth in the Manager Allocation Agreement. In connection therewith, Manager shall use its commercially reasonable efforts to assist and cooperate with the Owner Representative and provide the Owner Representative with reasonable access to (i) the PropertiesProperty; (ii) the executive officers of Manager; and (iii) the books and records and any other information or data pertaining to the Properties in accordance with Section 9.2 as may be reasonably requested by the Owner Representative. Manager may conclusively rely on, and shall be protected from acting or refraining from acting on, any instruction or direction of the Owner Representative. In the event that Manager disagrees with any determination made by the Owner Representative, such matter shall be submitted to the board of directors of Owner and determined in accordance with the provisions of the Equity Holders Agreement.information

Actions by Manager; Owner Representative. (a) Where by a provision of this Agreement an approval, consent or agreement of a Party (individually or collectively, an “Approval”) is required, the request for such Approval shall be in writing, shall be accompanied by reasonable detail if the circumstances require and shall refer to the Section pursuant to which such approval is requested, and, unless a different time period in which to respond is expressly provided, (i) the Party whose Approval is requested shall, within five (5) calendar days after receipt of a request for approval, notify the requesting Party in writing either that it grants or that it withholds its Approval, setting forth in reasonable detail its reasons for withholding its approval; (ii) if the notification referred to in clause (i) is not given within the applicable period of time, the Party whose Approval is requested shall be deemed to have disapproved the proposed request as submitted; and (iii) a dispute as to whether or not an Approval has been unreasonably withheld shall be resolved by arbitration as provided in Section 17.16. (b) Manager has received a copy of the limited liability company agreement and other governing documents of Station Casinos LLC Owner (the “Equity Holders Agreement”) and hereby acknowledges that the same contain provisions requiring the approval of applicable thresholds of the direct and/or indirect equity holders of Owner for certain actions specified therein (each a “Material Item”). Without limiting any restrictions on Manager’s authority set forth herein, Manager agrees that it will use commercially reasonable efforts to avoid taking any action pursuant to this Agreement which is the subject of a Material Item unless it receives evidence in writing from Owner that the appropriate approvals of the direct and/or indirect equity holders of Owner have been obtained. (c) Notwithstanding Section 17.2(a), all of the rights and remedies of Owner under this Agreement, including, without limitation, the right of Owner to consent to certain matters as described more fully herein, shall be exercised on behalf of Owner by a representative(s) of Owner as appointed, from time to time, by Owner (the “Owner Representative”) and designated to Manager in writing by Owner. Simultaneously with the execution of this Agreement, Owner shall notify Manager in writing of the identity of the initial Owner Representative. The Owner Representative shall be responsible for the internal audit, monitoring and administration of this Agreement on behalf of Owner, including, without limitation, monitoring of Corporate Overhead and Expenses and the corresponding allocation procedures set forth in the Manager Allocation Agreement. In connection therewith, Manager shall use its commercially reasonable efforts to assist and cooperate with the Owner Representative and provide the Owner Representative with reasonable access to (i) the Properties; (ii) the executive officers of Manager; and (iii) the books and records and any other information or data pertaining to the Properties in accordance with Section 9.2 as may be reasonably requested by the Owner Representative. Manager may conclusively rely on, and shall be protected from acting or refraining from acting on, any instruction or direction of the Owner Representative. In the event that Manager disagrees with any determination made by the Owner Representative, such matter shall be submitted to the board of directors of Owner and determined in accordance with the provisions of the Equity Holders Agreement.

Actions by Manager; Owner Representative. (a) Where by a provision of this Agreement an approval, consent or agreement of a Party (individually or collectively, an “Approval”) is required, the request for such Approval shall be in writing, shall be accompanied by reasonable detail if the circumstances require and shall refer to the Section pursuant to which such approval is requested, and, unless a different time period in which to respond is expressly provided, (i) the Party whose Approval is requested shall, within five (5) calendar days after receipt of a request for approval, notify the requesting Party in writing either that it grants or that it withholds its Approval, setting forth in reasonable detail its reasons for withholding its approval; (ii) if the notification referred to in clause (i) is not given within the applicable period of time, the Party whose Approval is requested shall be deemed to have disapproved the proposed request as submitted; and (iii) a dispute as to whether or not an Approval has been unreasonably withheld shall be resolved by arbitration as provided in Section 17.16. (b) Manager has received a copy of the limited liability company agreement and other governing documents of Station Casinos LLC (the “Equity Holders Agreement”) and hereby acknowledges that the same contain provisions requiring the approval of applicable thresholds of the direct and/or indirect equity holders of Owner for certain actions specified therein (each a “Material Item”). Without limiting any restrictions on Manager’s authority set forth herein, Manager agrees that it will use commercially reasonable efforts to avoid taking any action pursuant to this Agreement which is the subject of a Material Item unless it receives evidence in writing from Owner that the appropriate approvals of the direct and/or indirect equity holders of Owner have been obtained. (c) Notwithstanding Section 17.2(a), all of the rights and remedies of Owner under this Agreement, including, without limitation, the right of Owner to consent to certain matters as described more fully herein, shall be exercised on behalf of Owner by a representative(s) of Owner as appointed, from time to time, by Owner (the “Owner Representative”) and designated to Manager in writing by Owner. Simultaneously with the execution of this Agreement, Owner shall notify Manager in writing of the identity of the initial Owner Representative. The Owner Representative shall be responsible for the internal audit, monitoring and administration of this Agreement on behalf of Owner, including, without limitation, monitoring of Corporate Overhead and Expenses and the corresponding allocation procedures set forth in the Manager Allocation Agreement. In connection therewith, Manager shall use its commercially reasonable efforts to assist and cooperate with the Owner Representative and provide the Owner Representative with reasonable access to (i) the PropertiesProperty; (ii) the executive officers of Manager; and (iii) the books and records and any other information or data pertaining to the Properties Property in accordance with Section 9.2 as may be reasonably requested by the Owner Representative. Manager may conclusively rely on, and shall be protected from acting or refraining from acting on, any instruction or direction of the Owner Representative. In the event that Manager disagrees with any determination made by the Owner Representative, such matter shall be submitted to the board of directors of Owner and determined in accordance with the provisions of the Equity Holders Agreement.