Manager’s System Policies. Tenant acknowledges that Manager and/or Manager’s Affiliates operate other casino, racetrack, hotel, dining, retail, entertainment and other operations and that Manager or its Affiliates may derive benefits in addition to the fees and reimbursements paid hereunder, including in connection with marketing programs, the Total Rewards Program, Purchasing Programs, employment policies relating to the Managed Facility Personnel or other programmatic or policy activities that may be implemented from time to time at the discretion of CEC, Services Co or their Affiliates, and that extend through the majority of Gaming properties operated by Manager’s Affiliates (collectively, the “Manager’s System Policies”). Tenant agrees that Manager will not be in breach of its duties as agent hereunder if, solely as a result of Manager following the Manager’s System Policies, certain aspects of the Manager’s System Policies have the effect of providing greater benefit to properties owned or operated by Manager’s Affiliates collectively or third parties than to the Non-CPLV Managed Facilities and the Managed Facility, taken as a whole, so long as the Manager’s System Policies (i) are designed and executed in accordance with Manager’s Standard of Care, (ii) are Non-Discriminatory to the Non-CPLV Managed Facilities and the Managed Facility, taken as a whole, in both design and implementation and (iii) are not otherwise violative of or inconsistent with any provision of this Agreement; provided that any revisions to the Manager’s System Policies after the Commencement Date shall be implemented in a Non-Discriminatory manner; and provided, further, that Manager shall give Tenant and Landlord prior written notice of such revisions and no such revisions shall result in a change in the overall quality and/or the level of service at the Managed Facility below that required in Section 2.1.4(a) and otherwise under this Agreement without Tenant’s and Landlord’s prior written consent thereto. The foregoing shall not be deemed to excuse any breach by Manager of any of the express provisions of this Agreement.
Manager’s System Policies. Owner acknowledges that Manager’s Affiliates operate other casino, racetrack, hotel, dining, retail, entertainment and other operations and that Manager or its Affiliates may derive benefits in addition to the fees and reimbursements paid hereunder, including in connection with marketing programs, the Total Rewards System, the Operating Limitations, the purchasing programs, the employment policies relating to the Managed Facilities Personnel or other programmatic or policy activities that may exist from time to time at the discretion of CEOC or its Affiliates and that extend through the majority of Gaming properties operated by Manager’s Affiliates (collectively, the “Manager’s System Policies”). Owner agrees that Manager will not be in violation of the Manager’s Standard of Care or in breach of its duties as agent hereunder when Manager follows the Manager’s System Policies, even if certain aspects of the Manager’s System Policies have the effect of providing greater benefit to the properties owned or operated by the Manager’s Affiliates collectively or third parties than to the Managed Facilities, so long as the Manager’s System Policies are Non-Discriminatory to the Managed Facilities in both design and implementation. The foregoing shall not be deemed to excuse any breach by Manager of any of the express provisions of this Agreement.
