Common use of Purchasing Clause in Contracts

Purchasing. Manager and its Affiliates shall make or cause to be made available to the Managed Facility, on a Non-Discriminatory basis, licensing or purchasing programs available to each of the Other Managed Facilities and each of the Other Managed Resorts (whether on a national, regional, mandatory, optional or other basis) (each, a “Purchasing Program”). Manager may elect, in its discretion, but subject to the terms of this Section 5.6, the Lease, Applicable Law and the Annual Budget, to license any games or purchase or lease any FF&E and Supplies for the Operation of the Managed Facility from a Purchasing Program maintained by or for the benefit of Manager and/or its Affiliates; provided that (i) Manager shall ensure the prices and terms of the games, FF&E and Supplies to be licensed or purchased for the benefit of the Managed Facility under such Purchasing Program (including with such modifications as provided below) are reasonably comparable to the prices and terms which would be charged by reputable and qualified unrelated third parties on an arm’s length basis for similar games, FF&E and Supplies sold, leased or licensed to similar companies in the Gaming and hospitality industry, and may be grouped in reasonable categories rather than being compared item by item, and (ii) if multiple Purchasing Programs are available, Manager shall elect the applicable Purchasing Program it utilizes on a Non-Discriminatory basis. Manager and its Affiliates shall pass through any discounts, rebates or similar incentives received in connection with a Purchasing Program to the Managed Facility on a Non-Discriminatory basis. Tenant acknowledges and agrees that Manager and its Affiliates shall have the right; provided that the same is implemented on a Non-Discriminatory basis, to (a) modify the fees, costs or terms of any such Purchasing Program, including adding games, FF&E and Supplies to, and, subject to Applicable Law, deleting games, FF&E and Supplies from, such Purchasing Program; (b) terminate all or any portion of any such Purchasing Program, from time to time, upon sixty (60) days’ notice to Tenant; (c) subject to the obligation to pass through any such amounts as set forth in the immediately preceding sentence, receive commercially reasonable payments, fees, commissions or reimbursements from suppliers and third parties in respect of such purchases, leases or licenses; and (d) own or have investments in such suppliers.

Purchasing. Manager and its Affiliates shall make or cause to be made available to the Managed FacilityFacilities, on a Non-Discriminatory basis, licensing or purchasing programs available to each of the Other Managed Facilities and each of the Other Managed Resorts (whether on a national, regional, mandatory, optional or other basis) (each, a “Purchasing Program”). Manager may elect, in its discretion, but subject to the terms of this Section 5.6, the Lease, 5.6 and Applicable Law and the Annual BudgetLaw, to license any games or purchase or lease any FF&E and Supplies for the Operation of the Managed Facility Facilities from a Purchasing Program maintained by or for the benefit of Manager and/or or its Affiliates; provided provided, that (i) Manager shall ensure the prices and terms of the games, FF&E and Supplies to be licensed or purchased for the benefit of the Managed Facility under such Purchasing Program (including with such modifications as provided below) are reasonably comparable to the prices and terms which would be charged by reputable and qualified unrelated third parties on an arm’s length basis for similar games, FF&E and Supplies sold, leased or licensed to similar companies in the Gaming and hospitality industry, and may be grouped in reasonable categories rather than being compared item by item, and (ii) if multiple Purchasing Programs are available, Manager shall elect the applicable Purchasing Program it utilizes on a Non-Discriminatory basis. Manager and its Affiliates shall pass through any discounts, rebates or similar incentives received in connection with a Purchasing Program to the Managed Facility on a Non-Discriminatory basis, and Owner hereby acknowledges that certain discounts, rebates and similar incentives are not passed through to Other Managed Resorts. Tenant Owner acknowledges and agrees that Manager and its Affiliates shall have the right; , provided that the same is implemented on a Non-Discriminatory basis, to (a) modify the fees, costs or terms of any such Purchasing Program, including adding games, FF&E and Supplies to, and, subject to Applicable Law, deleting games, FF&E and Supplies from, such Purchasing Program; (b) terminate all or any portion of any such Purchasing Program, from time to time, upon sixty (60) days’ notice to TenantOwner; (c) subject to the obligation to pass through any such amounts as set forth in the immediately preceding sentence, receive commercially reasonable payments, fees, commissions or reimbursements from suppliers and third parties in respect of such purchases, leases or licenses; and (d) own or have investments in such suppliers.

Purchasing. Manager and or its Affiliates shall may, in its discretion, make or cause to be made available to the Managed Facility, on a Non-Discriminatory basis, Facilities licensing or purchasing programs available to each of the Other Managed Facilities other facilities owned or operated by Manager and each of the Other Managed Resorts its Affiliates (whether on a national, regional, mandatory, optional or other basis) (each, a “Purchasing Program”). Manager may elect, in its discretion, but subject to the terms of this Section 5.6, the Lease, 5.6 and Applicable Law and the Annual BudgetLaw, to license any games or purchase or lease any FF&E and Supplies for the Operation of the Managed Facility Facilities from a Purchasing Program maintained by Manager or for the benefit of Manager and/or its Affiliates; provided provided, that (i) Manager shall use reasonable efforts to ensure the prices and terms of the games, FF&E and Supplies to be licensed or purchased for the benefit of the Managed Facility under such Purchasing Program (including with such modifications as provided below) ), taken as a whole, are reasonably comparable competitive with the prices and terms of games, products and services of equal quality available from other suppliers. In making such determination, the prices and terms for the games, FF&E and Supplies will be compared to 702580413 11172554 26 the prices and terms which would be charged by reputable and qualified unrelated third parties on an arm’s length basis for similar games, FF&E and Supplies sold, leased or licensed to similar companies in the Gaming and hospitality industry, and may be grouped in reasonable categories rather than being compared item by item, and (ii) if multiple Purchasing Programs are available, Manager shall elect the applicable Purchasing Program it utilizes on a Non-Discriminatory basis. Manager and its Affiliates shall pass through any discounts, rebates or similar incentives received in connection with a Purchasing Program to the Managed Facility on a Non-Discriminatory basis. Tenant Owner acknowledges and agrees that Manager and its Affiliates shall have the right; provided that the same is implemented on a Non-Discriminatory basis, right to (a) modify the fees, costs or terms of any such Purchasing Program, including adding games, FF&E and Supplies to, and, subject to Applicable Law, deleting games, FF&E and Supplies from, such Purchasing Program; (b) terminate all or any portion of any such Purchasing Program, from time to time, upon sixty (60) days’ ' notice to TenantOwner; (c) subject to the obligation to pass through any such amounts as set forth in the immediately preceding sentencethis Section 5.6, receive commercially reasonable payments, fees, commissions or reimbursements from suppliers and third parties in respect of such purchases, leases or licenses; and (d) subject to this Section 5.6, own or have investments in such suppliers; provided, that such ownership or investment is disclosed to Owner. It is Manager’s and its Affiliates’ policy to pass through any discounts, rebates or similar incentives to the Managed Facilities, except in cases where an allocation is not reasonably possible or where rebate funds are used for marketing or other purposes which generally benefit properties owned or managed by Manager or its Affiliates.

Purchasing. Manager and its Affiliates shall make or cause to be made available to the Managed FacilityFacilities, on a Non-Discriminatory basis, licensing or purchasing programs available to each of the Other Managed Facilities and each of the Other Managed Resorts (whether on a national, regional, mandatory, optional or other basis) (each, a “Purchasing Program”). Manager may elect, in its discretion, but subject to the terms of this Section 5.6, the Master Lease, Applicable Law and the Annual Budget, to license any games or purchase or lease any FF&E and Supplies for the Operation of the Managed Facility Facilities from a Purchasing Program maintained by or for the benefit of Manager and/or its Affiliates; provided that (i) Manager shall ensure the prices and terms of the games, FF&E and Supplies to be licensed or purchased for the benefit of the Managed Facility Facilities under such Purchasing Program (including with such modifications as provided below) are reasonably comparable to the prices and terms which would be charged by reputable and qualified unrelated third parties on an arm’s length basis for similar games, FF&E and Supplies sold, leased or licensed to similar companies in the Gaming and hospitality industry, and may be grouped in reasonable categories rather than being compared item by item, and (ii) if multiple Purchasing Programs are available, Manager shall elect the applicable Purchasing Program it utilizes on a Non-Discriminatory basis. Manager and its Affiliates shall pass through any discounts, rebates or similar incentives received in connection with a Purchasing Program to the Managed Facility Facilities on a Non-Discriminatory basis. Tenant acknowledges and agrees that Manager and its Affiliates shall have the right; provided that the same is implemented on a Non-Discriminatory basis, to (a) modify the fees, costs or terms of any such Purchasing Program, including adding games, FF&E and Supplies to, and, subject to Applicable Law, deleting games, FF&E and Supplies from, such Purchasing Program; (b) terminate all or any portion of any such Purchasing Program, from time to time, upon sixty (60) days’ notice to Tenant; (c) subject to the obligation to pass through any such amounts as set forth in the immediately preceding sentence, receive commercially reasonable payments, fees, commissions or reimbursements from suppliers and third parties in respect of such purchases, leases or licenses; and (d) own or have investments in such suppliers.;

Purchasing. Manager and or its Affiliates shall may, in its discretion, make or cause to be made available to the Managed Facility, on a Non-Discriminatory basis, Facilities licensing or purchasing programs available to each of the Other Managed Facilities other facilities owned or operated by Manager and each of the Other Managed Resorts its Affiliates (whether on a national, regional, mandatory, optional or other basis) (each, a “Purchasing Program”). Manager may elect, in its discretion, but subject to the terms of this Section 5.6, the Lease, 5.6 and Applicable Law and the Annual BudgetLaw, to license any games or purchase or lease any FF&E and Supplies for the Operation of the Managed Facility Facilities from a Purchasing Program maintained by Manager or for the benefit of Manager and/or its Affiliates; provided provided, that (i) Manager shall use reasonable efforts to ensure the prices and terms of the games, FF&E and Supplies to be licensed or purchased for the benefit of the Managed Facility under such Purchasing Program (including with such modifications as provided below) ), taken as a whole, are reasonably comparable competitive with the prices and terms of games, products and services of equal quality available from other suppliers. In making such determination, the prices and terms for the games, FF&E and Supplies will be compared to the prices and terms which would be charged by reputable and qualified unrelated third parties on an arm’s length basis for similar games, FF&E and Supplies sold, leased or licensed to similar companies in the Gaming and hospitality industry, and may be grouped in reasonable categories rather than being compared item by item, and (ii) if multiple Purchasing Programs are available, Manager shall elect the applicable Purchasing Program it utilizes on a Non-Discriminatory basis. Manager and its Affiliates shall pass through any discounts, rebates or similar incentives received in connection with a Purchasing Program to the Managed Facility on a Non-Discriminatory basis. Tenant Owner acknowledges and agrees that Manager and its Affiliates shall have the right; provided that the same is implemented on a Non-Discriminatory basis, right to (a) modify the fees, costs or terms of any such Purchasing Program, including adding games, FF&E and Supplies to, and, subject to Applicable Law, deleting games, FF&E and Supplies from, such Purchasing Program; (b) terminate all or any portion of any such Purchasing Program, from time to time, upon sixty (60) days’ notice to TenantOwner; (c) subject to the obligation to pass through any such amounts as set forth in the immediately preceding sentencethis Section 5.6, receive commercially reasonable payments, fees, commissions or reimbursements from suppliers and third parties in respect of such purchases, leases or licenses; and (d) subject to this Section 5.6, own or have investments in such suppliers; provided, that such ownership or investment is disclosed to Owner. It is Manager’s and its Affiliates’ policy to pass through any discounts, rebates or similar incentives to the Managed Facilities, except in cases where an allocation is not reasonably possible or where rebate funds are used for marketing or other purposes which generally benefit properties owned or managed by Manager or its Affiliates.