Common use of Obligations of Cooperation Clause in Contracts

Obligations of Cooperation. In addition to the general obligations of cooperation of Article 67, the Subconcessionaire shall have the obligation to cooperate with the government, especially with the GICB and the Finance Services Bureau, and provide the material and information required for conducting special audit, assist such departments in analyzing or examining the accounting system of the Subconcessionaire and perform all the obligations provided by the concession system as set forth in Article 6. 1. The guarantee deposit to guarantee performance of legal and contractual obligations by the Subconcessionaire shall be provided by any means as specified by law and acceptable to the government. 2. In order to ensure the performance of the following obligations, the Subconcessionaire must maintain “first demand” guarantees issued by Banco Nacional Ultramarino, S.A. with the government as the beneficiary: (1) accurately and timely perform its statutory obligations and contractual obligations; (2) accurately and timely pay the premium under Article 47 payable by the Subconcessionaire to the Macau SAR; (3) pay fines or other monetary penalties imposed in accordance with the law or the provisions contained herein; and (4) pay any damages arising from the contractual obligation in connection with any damage or loss of benefits caused by its failure to perform all or a part of its obligations under this Concession Contract. 3. The Subconcessionaire must maintain the “first demand” guarantees set forth in the preceding paragraph in a maximum amount of MOP 500,000,000 from the date hereof to December 26th, 2007 and in a maximum amount of MOP 300,000,000 from that date until the 180th day after the termination date of this Subconcession, referred to in Clause 8, and the government shall be the beneficiary of such first demand guarantees. 4. The Subconcessionaire must take all actions and perform all obligations necessary to maintain the validity of the above “first demand” guarantees. 5. If the Subconcessionaire fails to perform its statutory obligations and contractual obligations, accurately and timely pay the premium payable by it or pay fines or other monetary penalties imposed in accordance with the law or the provisions contained herein, and it fails to raise its objection within a legally-prescribed period, the government may draw on the “first demand” guarantees set forth in paragraph 2 of this Article, regardless whether or not a judicial award has been made. In case of any damages arising from the contractual obligation in connection with any damage or loss of benefits caused by the Subconcessionaire’s failure to perform all or a part of its obligations hereunder, the government may also draw on the “first demand” guarantees set forth in paragraph 2 of this Article. 6. If the government draws on the “first demand” guarantees set forth in paragraph 2 of this Article, the Subconcessionaire must, within fifteen days after the date on which it receives a notice in connection with the use of such “first demand” guarantees, take all necessary measures to restore the full validity of such “first demand” guarantees. 7. The “first demand” guarantees set forth in paragraph 2 of this Article may be discharged only upon the permission of the government. 8. The government may permit amendments made to the provisions or terms set forth in paragraphs 3 to 6, and may also permit other means stipulated by the law in lieu of the “first demand” guarantee referred to in paragraph 2 for the provision of guarantee to guarantee the performance of statutory and contractual obligations by the Subconcessionaire. 9. All expenses incurred in connection with the issuance, maintenance and discharge of the guarantee payment to guarantee performance of statutory and contractual obligations by the Subconcessionaire shall be borne by the Subconcessionaire.

Obligations of Cooperation. In addition to the general obligations of cooperation of Article 67, the Subconcessionaire shall have the obligation to cooperate with the government, especially with the GICB and the Finance Services Bureau, and provide the material and information required for conducting special audit, assist such departments in analyzing or examining the accounting system of the Subconcessionaire and perform all the obligations provided by the concession system as set forth in Article 6. 1. The guarantee deposit to guarantee performance of legal and contractual obligations by the Subconcessionaire shall be provided by any means as specified by law and acceptable to the government. 2. In order to ensure the performance of the following obligations, the Subconcessionaire must maintain “first demand” guarantees issued by Banco Nacional Ultramarino, S.A. with the government as the beneficiary: (1) accurately and timely perform its statutory obligations and contractual obligations; (2) accurately and timely pay the premium under Article 47 payable by the Subconcessionaire to the Macau SAR; (3) pay fines or other monetary penalties imposed in accordance with the law or the provisions contained herein; and (4) pay any damages arising from the contractual obligation in connection with any damage or loss of benefits caused by its failure to perform all or a part of its obligations under this Concession Contract. 3. The Subconcessionaire must maintain the “first demand” guarantees set forth in the preceding paragraph in a maximum amount of MOP 500,000,000 from the date hereof to December 26th, 2007 and in a maximum amount of MOP 300,000,000 from that date until the 180th day after the termination date of this Subconcession, referred to in Clause 8, and the government shall be the beneficiary of such first demand guarantees. 4. The Subconcessionaire must take all actions and perform all obligations necessary to maintain the validity of the above “first demand” guarantees. 5. If the Subconcessionaire fails to perform its statutory obligations and contractual obligations, accurately and timely pay the premium payable by it or pay fines or other monetary penalties imposed in accordance with the law or the provisions contained herein, and it fails to raise its objection within a legally-prescribed period, the government may draw on the “first demand” guarantees set forth in paragraph 2 of this Article, regardless whether or not a judicial award has been made. In case of any damages arising from the contractual obligation in connection with any damage or loss of benefits caused by the Subconcessionaire’s failure to perform all or a part of its obligations hereunder, the government may also draw on the “first demand” guarantees set forth in paragraph 2 of this Article. 6. If the government draws on the “first demand” guarantees set forth in paragraph 2 of this Article, the Subconcessionaire must, within fifteen days after the date on which it receives a notice in connection with the use of such “first demand” guarantees, take all necessary measures to restore the full validity of such “first demand” guarantees. 7. The “first demand” guarantees set forth in paragraph 2 of this Article may be discharged only upon the permission of the government. 8. The government may permit amendments made to the provisions or terms set forth in paragraphs 3 to 6, and may also permit other means stipulated by the law in lieu of the “first demand” guarantee referred to in paragraph 2 for the provision of guarantee to guarantee the performance of statutory and contractual obligations by the Subconcessionaire. 9. All expenses incurred in connection with the issuance, maintenance and discharge of the guarantee payment to guarantee performance of statutory and contractual obligations by the Subconcessionaire shall be borne by the Subconcessionaire.been