Common use of DW Representative Clause in Contracts

DW Representative. The DW Member shall have the right to appoint a representative for the CityCenter Project (the “DW Representative”), the identity of whom shall be subject to the reasonable approval of the General Manager (not to be unreasonably withheld, conditioned or delayed). The DW Representative shall have the right to communicate with the Managers on a daily basis, shall receive a copy of all written notices and reports as and when provided to Owner, to the General Manager and to executive officers of MGM MIRAGE, may attend monthly, quarterly and other material meetings with the Retail Operator and the General Manager relating to the operation of the Crystals Component or any material part thereof, and shall have such other rights as customarily afforded asset managers of institutional real estate. The DW Member may replace (subject to the reasonable approval of the General Manager) or dismiss the DW Representative at any time by giving written notice of such replacement or dismissal to the Managers and Owner specifying a replacement DW Representative. The DW Representative shall be restricted, to the same extent that the DW Member or Owner would be restricted, from disclosing any information pertaining to the CityCenter Project (or any Component thereof) or MGM MIRAGE or its Affiliates, and the DW Member shall cause the DW Representative to abide by such restriction. In addition, the DW Member shall use good faith efforts to request that the DW Representative take no action that may materially interfere with, or interrupt, the operation or management of any of the Components by the Managers. The General Manager shall provide an office space to the DW Representative located at the project offices and suitable to ease of administration and function in the exercise of the DW Representative’s duties.

DW Representative. The DW Member shall have the right to appoint a representative for the CityCenter Project (the “DW Representative”), the identity of whom shall be subject to the reasonable approval of the General Manager (not to be unreasonably withheld, conditioned or delayed). The DW Representative shall have the right to communicate with the Managers on a daily basis, shall receive a copy of all written notices and reports as and when provided to Owner, to the General Manager and to executive officers of MGM MIRAGE, may attend monthly, quarterly and other material meetings with the Retail Resort Hotel and Casino Operator and the General Manager relating to the operation of the Crystals Component Resort Hotel and Casino or any material part thereof, and shall have such other rights as customarily afforded asset managers of institutional real estate. The DW Member may replace (subject to the reasonable approval of the General Manager) or dismiss the DW Representative at any time by giving written notice of such replacement or dismissal to the Managers and Owner specifying a replacement DW Representative. The DW Representative shall be restricted, to the same extent that the DW Member or Owner would be restricted, from disclosing any information pertaining to the CityCenter Project (or any Component thereof) or MGM MIRAGE or its Affiliates, and the DW Member shall cause the DW Representative to abide by such restriction. In addition, the DW Member shall use good faith efforts to request that the DW Representative take no action that may materially interfere with, or interrupt, the operation or management of any of the Components by the Managers. The General Manager shall provide an office space to the DW Representative located at the project offices and suitable to ease of administration and function in the exercise of the DW Representative’s duties. Notwithstanding anything to the contrary contained in this Section 6.1.5, the presence and actions of the DW Representative shall in all events be subject to and in accordance with Nevada Gaming Laws, and DW Member shall use reasonable efforts to ensure such compliance.