Common use of Accounting, Financial Records, and Audits Clause in Contracts

Accounting, Financial Records, and Audits. (a) Operator shall develop and implement accounting systems and financial controls for the Casino that are reasonably satisfactory to MSC (“Accounting Systems”). (b) Operator shall maintain full and accurate records and books of account for the Casino operations managed and/or operated by Operator, which records and books shall be maintained in two separate sets in accordance with (i) the Macau Official Account Plan and (ii) GAAP. Notwithstanding anything to the contrary contained herein, such records shall be maintained at Operator’s office located within the Project and shall be made available for prompt inspection, verification, and copying at all reasonable times as required by MSC or any Governmental Authority or Gaming Authority with jurisdiction over Operator. Without the prior written consent of MSC, Operator shall not store or maintain such records in a proprietary system. All such records shall be maintained by Operator so as to permit the preparation of financial statements in accordance with (i) GAAP; (ii) the requirements of the Macau Government, including the DICJ and Macau taxation authorities; and (iii) procedures to be mutually agreed upon by the parties. All such records shall at all times be the property of Operator and, unless required by applicable Law or to prevent the loss of or damage to such records, shall not be removed from the Casino or other approved location by Operator without MSC’s prior written approval. Upon any termination of this Agreement, all such records shall immediately be conveyed and delivered to MSC so as to ensure the orderly continuance of the operation of the Casino; provided, however, Operator may retain a copy of all such records. (c) Operator will provide such information and reports regarding the operation of the Casino as may be reasonably required by MSC. Operator shall furnish to MSC monthly financial statements in accordance with Section 8.2. Such statements shall provide reasonable detail with respect to revenues and expenses of the Casino. Upon reasonable request by MSC to Operator, MSC shall have the right to audit the books and records of Operator with respect to Costs of Operations. The audits will be scheduled at times agreed upon by MSC and Operator. The cost of such audits and audit reports (including the annual audit under Section 8.4) shall constitute Costs of Operations. Inspection or verification of records by persons other than MSC, its designated representative(s), consultants and advisors, any prospective or actual financing source, any prospective or actual purchaser, and their respective representatives, consultants and advisors, or any Governmental Authority or Gaming Authority with jurisdiction over Operator shall be coordinated by MSC and Operator jointly. (d) Operator shall make all reasonable arrangements as to requirements concerning the reporting and withholding of taxes with respect to the winnings from Gaming Activities. Operator will prepare and file all tax returns and reports relating to the payment of all Macau Gaming Taxes. (e) All costs of maintaining financial and accounting records by Operator in accordance with Operator’s obligations under this Agreement are Costs of Operations and all costs of undertaking and complying with audits under this Agreement are Costs of Operations.

Accounting, Financial Records, and Audits. (a) Operator shall develop and implement accounting systems and financial controls for the Casino that are reasonably satisfactory to MSC (“Accounting Systems”). (b) Operator The Manager shall maintain full and accurate records and books of account for the Casino operations of gaming activities and related ancillary operations managed and/or operated by Operator, which records and books shall be maintained in two separate sets in accordance with (i) the Macau Official Account Plan and (ii) GAAP. Notwithstanding anything to the contrary contained herein, such records shall be maintained at Operator’s office located within the Project Manager and shall be made available for prompt inspectionimmediate inspection and verification at all times. In addition, verificationManager shall not, at any time, prevent or hinder the Company’s access to all gaming machines and related systems and system-produced gaming machine financial reports for any applicable period (Manager shall, in addition, provide such reports promptly upon request of the Company). The books and records and all other records relating to or reflecting the operation of the Casino Facilities shall at all times be the property of the Company. Upon any termination of this Agreement, all of such books and records forthwith shall be turned over to the Company so as to insure the orderly continuance of the operation of the Casino Facilities. The Company shall be responsible for filing with the IRS all required year-end income tax returns, and copying Manager shall cooperate with and provide information requested by the Company’s accountants in regard to the preparation by such accountants and filing by the Company of such tax returns and any other income or other tax returns required by any governmental authority. (b) During the Pre-Opening Period, the Manager shall establish (subject to the Company’s approval) and maintain satisfactory accounting systems and procedures that shall, at a minimum: (i) include an adequate system of internal accounting controls; (ii) permit the preparation of financial statements in accordance with GAAP; (iii) be susceptible to audit; (iv) permit the calculation of the Management Fees; and (v) provide for the allocation of operating expenses or overhead expenses among the Company, the Manager and any other user of shared facilities or services. The system of internal accounting controls will require the maintenance of records that, in reasonable detail: (w) accurately and fairly reflect the transactions and dispositions of the assets of the Casino Facilities; (x) provide reasonable assurance that gaming transactions are recorded as necessary to permit preparation of Casino Facilities financial statements in accordance with GAAP, and receipts and expenditures of the Casino Facilities are being made only in accordance with authorizations of Casino Facilities management; (y) provide reasonable assurance regarding prevention or untimely detection of unauthorized acquisition, use or disposition of the Casino Facilities’ assets that could have a material effect on the Casino Facilities’ financial statements; and (z) provide reasonable assurance of continued compliance with the terms and conditions of all reasonable times Control Agreements. Supporting records and the agreed upon accounting system shall be sufficiently detailed to permit the calculation and payment of the Management Fees and to permit the performance of any fee or contribution computations required under applicable laws or regulations. Manager shall promptly caused to be corrected any weaknesses in internal controls or errors in recordkeeping upon discovery. (c) Total Revenues and other income and revenue of every kind resulting from the operation of the Casino Facilities will be calculated by the Manager for purposes of distribution daily and distribution monthly, as the case may be, in accordance with Section 6.3 and copies of such calculations shall be promptly supplied to the Company as required by MSC or any Governmental Authority or Gaming Authority with jurisdiction over Operator. Without the prior written consent of MSC, Operator shall not store or maintain such records in a proprietary system. Section 6.2. (d) All such records shall be maintained by Operator so as to permit the preparation of financial statements in accordance with (i) GAAP; (ii) the requirements of the Macau Government, including the DICJ and Macau taxation authorities; and (iii) procedures to be mutually agreed upon by the parties. All such records shall at all times be the property of Operator and, unless required by applicable Law or to prevent the loss of or damage to such records, shall not be removed from the Casino or other approved location by Operator without MSC’s prior written approval. Upon any termination of this Agreement, all such records shall immediately be conveyed and delivered to MSC so as to ensure the orderly continuance of the operation of the Casino; provided, however, Operator may retain a copy of all such records. (c) Operator will provide such information and reports regarding the operation of the Casino as may be reasonably required by MSC. Operator The Manager shall furnish to MSC the Company monthly financial statements reports in accordance with Section 8.26.2. Such statements reports shall provide reasonable detail as requested by the Company with respect to revenues and expenses of each profit center of the Casino. Upon reasonable request by MSC to Operator, MSC shall have the right to audit the books and records of Operator with respect to Costs of OperationsCasino Facilities. The audits will Manager shall make, or cause to be scheduled at times agreed upon by MSC and Operator. The cost of such audits and audit reports (including the annual audit under Section 8.4) shall constitute Costs of Operations. Inspection or verification of records by persons other than MSC, its designated representative(s), consultants and advisorsmade, any prospective reports or actual financing sourcepresentations to the Company as are requested, including any prospective or actual purchaser, and their respective representatives, consultants and advisors, reports as may be required by the Lender or any Governmental Authority Authorities. In connection therewith, Manager shall provide, or Gaming Authority with jurisdiction over Operator shall cause to be coordinated by MSC and Operator jointly. (d) Operator shall make all reasonable arrangements as to requirements concerning the reporting and withholding of taxes with respect provided, to the winnings from Gaming Activities. Operator will prepare Company, upon request, copies of (i) bank statements, bank deposit slips and file bank reconciliations, (ii) detailed cash receipts and disbursement records, (iii) detailed trial balance (if available), (iv) paid invoices, (v) summaries of adjusting journal entries, (vi) supporting documentation for payroll, payroll taxes and employee benefits, and (vii) all tax returns and other financial reports relating to and/or information reasonably requested by the payment of all Macau Gaming TaxesCompany. (e) All costs of maintaining financial and accounting records by Operator in accordance with Operator’s obligations under this Agreement are Costs of Operations and all costs of undertaking and complying with audits under this Agreement are Costs of Operations.

Accounting, Financial Records, and Audits. (a) Operator shall develop and implement accounting systems and financial controls for the Casino that are reasonably satisfactory to MSC in accordance with Macau SAR law (“Accounting Systems”). (b) Operator shall maintain full and accurate records and books of account for the Casino operations managed and/or operated by Operatoroperations, which records and books shall be maintained in two separate sets in accordance with (i) the Macau Official Account Plan and (ii) GAAP. Notwithstanding anything to the contrary contained herein, such records shall be maintained at Operator’s office located within the Project and shall be made available for prompt inspection, verification, and copying at all reasonable times as required by MSC or any Governmental Authority or Gaming Authority with jurisdiction over Operator. Without the prior written consent of MSC, Operator shall not store or maintain such records in a proprietary system. All such records shall be maintained by Operator so as to permit the preparation of financial statements in accordance with (i) GAAP; (ii) the requirements of the Macau Government, including the DICJ and Macau taxation authorities; and (iii) procedures to be mutually agreed upon by the parties. All such records shall at all times be the property of Operator and, unless required by applicable Law or to prevent the loss of or damage to such records, shall not be removed from the Casino or other approved location by Operator without MSC’s prior written approval. Upon any termination of this Agreement, all such records shall immediately be conveyed and delivered to MSC so as to ensure the orderly continuance of the operation of the Casino; provided, however, Operator may retain a copy of all such records.Operator (c) Operator will provide such information and reports regarding the operation of the Casino as may be reasonably required by MSC. Operator shall furnish to MSC monthly financial statements in accordance with Section 8.2. Such statements shall provide reasonable detail with respect to revenues and expenses of the Casino. Upon reasonable request by MSC to Operator, MSC shall have the right to audit the books and records of Operator with respect to Total Gaming Receipts and Costs of Operations. The audits will be scheduled at times agreed upon by MSC and Operator. The cost of such audits and audit reports (including the annual audit under Section 8.4) shall constitute Costs of Operations. Inspection or verification of records by persons other than MSC, its designated representative(s), consultants and advisors, any prospective or actual financing source, any prospective or actual purchaser, and their respective representatives, consultants and advisors, or any Governmental Authority or Gaming Authority with jurisdiction over Operator shall be coordinated by MSC and Operator jointly. (d) Operator shall make all reasonable arrangements as to requirements concerning the reporting and withholding of taxes with respect to the winnings from Gaming Activities. Operator will prepare and file all tax returns and reports relating to the payment of all Macau Gaming Taxes. (e) All costs of maintaining financial and accounting records by Operator in accordance with Operator’s obligations under this Agreement are Costs of Operations and all costs of undertaking and complying with audits under this Agreement are Costs of Operations.

Accounting, Financial Records, and Audits. (a) Operator Manager shall, or shall develop direct the Enterprise to, maintain full and implement accounting systems accurate books and financial controls records of account for operations of the Casino Commercial Activities of the Enterprise, including, without limitation, books and records which set forth the daily Gross Revenue from Commercial Activities of the Enterprise. Such books and records shall be maintained at Manager’s office located within the Facility. Manager shall make available for immediate inspection and verification at all times and shall make copies of such books, records and other information relating to Commercial Activities as the Business Board requests be made available to and/or copied and delivered to those members of the Business Board who are authorized by the Business Board to inspect, verify and/or receive copies of such books, records and other information relating to Commercial Activities. Authorized members of the Business Board may remove from the Facility copies or originals of books, records and information relating to Commercial Activities; provided, however, that are reasonably satisfactory to MSC (“Accounting Systems”)if such members remove originals, they shall leave or immediately provide Manager with copies of such books, records and information for Manager. (b) Operator shall maintain full At least three (3) months prior to the scheduled Opening Date, and accurate records and books subject to the approval of account for the Casino operations managed and/or operated by OperatorBusiness Board, which records approval shall not be unreasonably withheld, conditioned or delayed and books which shall be maintained in two separate sets occur at least four (4) months prior to the Opening Date, Manager shall establish and maintain satisfactory accounting systems and procedures that shall, at a minimum: (i) include an adequate system of internal accounting controls; (ii) permit the preparation of financial statements in accordance with GAAP; (iiii) be susceptible to audit; (iv) allow the Macau Official Account Plan Enterprise, the Tribe and the NIGC to calculate any annual fees due under 25 CFR § 514.1; (v) permit the calculation and payment of the Management Fee; and (iivi) GAAPprovide for the allocation of operating expenses or overhead expenses among the Tribe, the Enterprise, Manager and any other user of shared facilities and services. Notwithstanding anything Supporting books and records and the agreed upon accounting systems and procedures shall be sufficiently detailed to permit the calculation and payment of the Management Fee hereunder and to permit the calculation and payment of any fee or contribution computations required under any Legal Requirements or agreements between the Tribe and Governmental Authorities. (c) Contract Net Revenues will be calculated by Manager for purposes of distribution monthly in accordance with Section 5.12 and copies of such calculations shall be promptly supplied to the contrary contained herein, such Business Board as required by Section 5.11. (d) All records shall be maintained at Operator’s office located within the Project and shall be made available for prompt inspection, verification, and copying at all reasonable times as required by MSC or any Governmental Authority or Gaming Authority with jurisdiction over Operator. Without the prior written consent of MSC, Operator shall not store or maintain such records in a proprietary system. All such records shall be maintained by Operator so as to permit the preparation of financial statements and reports in accordance with (i) GAAP; (ii) the requirements of the Macau Government, including the DICJ GAAP consistently applied and Macau taxation authorities; and (iii) in accordance with procedures to be mutually agreed upon by Manager and the partiesBusiness Board. All such records shall at all times be Manager shall, as a Cost of Non-Gaming Operations, direct the property of Operator and, unless required by applicable Law or Enterprise to prevent prepare and furnish to the loss of or damage to such records, shall not be removed from the Casino or other approved location by Operator without MSC’s prior written approval. Upon any termination of this Agreement, all such records shall immediately be conveyed Business Board monthly financial statements and delivered to MSC so as to ensure the orderly continuance of the operation of the Casinoreports in accordance with Section 5.11; provided, however, Operator may retain a copy of all that, in the event such records. (c) Operator will provide such information financial statements and reports regarding are not prepared by the operation of the Casino as may Enterprise, they shall be reasonably required prepared by MSCManager. Operator shall furnish to MSC monthly Such financial statements in accordance with Section 8.2. Such statements and reports shall provide reasonable detail as requested by the Business Board with respect to revenues and expenses of each department of the CasinoEnterprise. Upon reasonable request In addition, all Commercial Activities conducted within the Facility shall be subject to independent annual audits, and such audit shall include an audit of all contracts that result in purchases within any given Fiscal Year of supplies, services or concessions relating to the Tribe’s Commercial Activities of Twenty-Five Thousand Dollars ($25,000) or such greater amount as may be specified by MSC the Business Board from time to Operator, MSC shall have the right to audit the books and records of Operator with respect to Costs of Operationstime (but not including contracts for professional legal or accounting services). The Tribal Council shall cause such audits will to be scheduled at times agreed upon conducted by MSC and Operatoran independent certified public accounting firm with more than five (5) years experience in audits of Commercial Activities selected by the Tribal Council. The cost of such audits and audit reports (including the annual audit under Section 8.45.13) shall constitute Costs a Cost of Non-Gaming Operations. Inspection or verification of records by persons other than MSC, its designated representative(s), consultants and advisors, any prospective or actual financing source, any prospective or actual purchaser, and their respective representatives, consultants and advisors, or any Governmental Authority or Gaming Authority with jurisdiction over Operator shall be coordinated by MSC and Operator jointly. (d) Operator Manager shall make all reasonable arrangements as to requirements concerning the reporting and withholding of taxes with respect any reports or presentations to the winnings from Gaming Activities. Operator will prepare and file all tax returns and reports relating to Business Board as are reasonably requested by the payment of all Macau Gaming Taxes. (e) All costs of maintaining financial and accounting records by Operator in accordance with Operator’s obligations under this Agreement are Costs of Operations and all costs of undertaking and complying with audits under this Agreement are Costs of Operations.Business