Common use of Duties and Liabilities of the Disbursement Agent Generally Clause in Contracts

Duties and Liabilities of the Disbursement Agent Generally. 9.2.1 Commencing upon execution and delivery hereof, the Disbursement Agent shall have the right to meet periodically at reasonable times, however no less frequently than quarterly, upon three (3) Banking Days' notice, with representatives of the Company, the Construction Consultant, the Prime Contractor, the Project Architect and such other Contractors, employees, consultants or agents as the Disbursement Agent shall reasonably request to be present for such meetings. The Disbursement Agent may perform such inspections and tests of the Project as it deems reasonably appropriate in the performance of its duties hereunder. In addition, the Disbursement Agent shall have the right at reasonable times upon prior notice to review all information (including Project Documents) supporting the amendments to the Project Budget, amendments to any Project Documents, the Company's Advance Requests and any certificates in support of any of the foregoing, to inspect materials stored on the Mortgaged Property or at any other location, to review the insurance required pursuant to the terms of the Financing Agreements, to confirm receipt of endorsements from the Title Insurer insuring the continuing priority of the liens of the Deeds of Trust as security for each Advance hereunder, and to examine the Plans and Specifications and all shop drawings relating to the Project. The Disbursement Agent is authorized to contact any Contractor for purposes of confirming receipt of progress payments. The Disbursement Agent shall be entitled to examine, copy and make extracts of the books, records, accounting data and other documents of the Company, including without limitation bills of sale, statements, receipts, conditional and unconditional lien releases, contracts or agreements, which relate to any materials, fixtures or articles incorporated into the Project. From time to time, at the request of the Disbursement Agent, the Company shall make available to the Disbursement Agent a Project Schedule. The Company agrees to cooperate with the Disbursement Agent in assisting the Disbursement Agent to perform its duties hereunder and to take such further steps as the Disbursement Agent reasonably may request in order to facilitate the Disbursement Agent's performance of its obligations hereunder.

Duties and Liabilities of the Disbursement Agent Generally. 9.2.1 i. Commencing upon the execution and delivery hereof, the Disbursement Agent shall have the right to meet at the Site or elsewhere in Las Vegas, Nevada periodically at reasonable timestimes (however, however no less frequently than quarterlymonthly), upon three (3) Banking Business Days' notice, with representatives of the CompanyBorrower, the Construction Consultant, the Prime ContractorDesign/Builder, the Project Architect of Record and such other Contractors, employees, consultants or agents as the Disbursement Agent shall reasonably request to be present for such meetings. The Disbursement Agent may perform such inspections and tests of the Main Project as it deems reasonably appropriate in the performance of its duties hereunder. In addition, the Disbursement Agent shall have the right at reasonable times upon prior notice to review all information (including Project DocumentsContracts) supporting the amendments to the Main Project Budget, amendments to any Project DocumentsContracts, the Company's Advance Requests and any certificates in support of any of the foregoing, to inspect materials stored on or about the Mortgaged Property or at any other locationSite then owned by the Borrower, to review the insurance required pursuant to the terms of this Disbursement Agreement and the Financing Agreementsother Loan Documents, to confirm receipt of endorsements from the Title Insurer insuring the continuing first priority of the liens Lien of the Deeds Deed of Trust as security for each Advance hereunderAdvance, and to examine the Plans and Specifications and all shop drawings relating to the Main Project. The Disbursement Agent is authorized to contact the Design/Builder, any Contractor or any Subcontractor for purposes of confirming receipt of progress payments. The Disbursement Agent shall be entitled to examine, copy and make extracts of the books, records, accounting data and other documents of the CompanyBorrower, including including, without limitation limitation, bills of sale, statements, receipts, conditional and unconditional lien Lien releases, contracts or agreements, which relate to any materials, fixtures or articles incorporated into the Main Project. From time to time, at the request of the Disbursement Agent, the Company Borrower shall make available to the Disbursement Agent a Project Construction Benchmark Schedule. The Company Borrower agrees to cooperate with the Disbursement Agent in assisting the Disbursement Agent to perform its duties hereunder and to take such further steps as the Disbursement Agent reasonably may request in order to facilitate the Disbursement Agent's performance of its obligations hereunder. ii. In case an Event of Default known to it (or as to which it has received notice from the Administrative Agent) has occurred (which has not been cured or waived), the Disbursement Agent shall provide prompt notice to the Administrative Agent and the Discount Note Trustee of the same (if notice of such Event of Default was not given by the Administrative Agent to the Disbursement Agent) and otherwise shall exercise such of the rights and powers vested in it by this Disbursement Agreement and the documents constituting or executed in connection with this Disbursement Agreement, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the reasonable administration of its own affairs. If the Disbursement Agent shall not have received instructions from the Administrative Agent within five (5) days after the mailing by the Disbursement Agent of a notice of an Event of Default to the Administrative Agent, the Disbursement Agent, until instructed otherwise by the Administrative Agent, may, but shall be under no duty to, take or refrain from taking such action with respect to such Event of Default, as it shall deem advisable in the best interests of the Secured Parties. Notwithstanding the foregoing, during the existence of an Event of Default, if it has not been instructed otherwise, the Disbursement Agent shall not in any such event deposit any amounts into the Collection Account, the Disbursement Account, the Servicing Agent's Disbursement Account or the Cash Management Account or release any funds to the Borrower. iii. None of the provisions of this Disbursement Agreement shall require the Disbursement Agent to expend or risk its own funds or otherwise to incur any personal financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. iv. Notwithstanding anything to the contrary in this Disbursement Agreement, if the Person acting as Disbursement Agent also serves as a collateral agent, the Administrative Agent, financial advisor, investment advisor, securities intermediary, Lender under the other Loan Documents or otherwise, and except if such functions shall be performed by the same group, agency, branch or division of such Person, the Disbursement Agent shall not be deemed to have any knowledge of any fact known to such Person in its capacity as the collateral agent or the Administrative Agent by reason of the fact that the Disbursement Agent and the collateral agent or the Administrative Agent, as the case may be, are the same Person. Except as aforesaid, no knowledge of the collateral agent or the Administrative Agent shall be attributed to the Disbursement Agent. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon the Disbursement Agent in its capacity as the Administrative Agent or as a Lender. With respect to its participation in the extensions of credit under the Credit Agreement, the Disbursement Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as though it were not performing the duties and functions delegated to it hereunder. The Disbursement Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of banking, trust, financial advisory or other business with the Borrower, any of the other Aladdin Parties and/or the London Clubs Parties or any of their respective Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from the Borrower, any of the other Aladdin Parties and/or the London Clubs Parties for services in connection with this Disbursement Agreement and otherwise without having to account for the same to the Lenders. Each party hereto acknowledges that, as of the Closing Date, Scotiabank is, in addition to acting as the Disbursement Agent hereunder, also acting as the Administrative Agent and is a Lender.

Duties and Liabilities of the Disbursement Agent Generally. 9.2.1 Commencing upon execution and delivery hereof, the Disbursement Agent shall have the right to meet periodically at reasonable times, however no less frequently than quarterly, upon three (3) Banking Days' notice, with representatives of the Company, the Construction Consultant, the Prime ContractorConstruction Manager, the Project Architect and such other Contractors, employees, consultants or agents as the Disbursement Agent shall reasonably request to be present for such meetings. The Disbursement Agent may perform such inspections and tests of the Project as it deems reasonably appropriate in the performance of its duties hereunder. In addition, the Disbursement Agent shall have the right at reasonable times upon prior notice to review all information (including Project DocumentsContracts) supporting the amendments to the Project Budget, amendments to any Project DocumentsContracts, the Company's Advance Requests and any certificates in support of any of the foregoing, to inspect materials stored on the Mortgaged Property or at any other locationSite then owned by the Company, to review the insurance required pursuant to the terms of the Financing Agreements, to confirm receipt of endorsements from the Title Insurer insuring the continuing priority of the liens of the Deeds of Trust as security for each Advance hereunder, and to examine the Plans and Specifications and all shop drawings relating to the Project. The Disbursement Agent is authorized to contact the Construction Manager or any Contractor for purposes of confirming receipt of progress payments. The Disbursement Agent shall be entitled to examine, copy and make extracts of the books, records, accounting data and other documents of the Company, including without limitation bills of sale, statements, receipts, conditional and unconditional lien releases, contracts or agreements, which relate to any materials, fixtures or articles incorporated into the Project. From time to time, at the request of the Disbursement Agent, the Company shall make available to the Disbursement Agent a Project Schedule. The Company agrees to cooperate with the Disbursement Agent in assisting the Disbursement Agent to perform its duties hereunder and to take such further steps as the Disbursement Agent reasonably may request in order to facilitate the Disbursement Agent's performance of its obligations hereunder. 9.2.2 The Disbursement Agent is authorized to take such actions and to exercise such powers, rights and remedies under this Agreement and the Related Agreements as are specifically delegated or granted to Disbursement Agent by the terms hereof or thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Disbursement Agent agrees to act in accordance with the instructions of Intercreditor Agent and in the absence of such instructions shall take such actions or refrain from acting as it deems reasonable subject to any express requirements of this Agreement. 9.2.3 If the Disbursement Agent notifies any Lender that an Event of Default known to it (or as to which it has received notice from any Funding Agent) has occurred (which has not been cured or waived), the Disbursement Agent shall provide prompt notice to each of the Funding Agents and the Intercreditor Agent of the same and otherwise shall exercise such of the rights and powers vested in it by this Agreement and the documents constituting or executed in connection with this Agreement, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the reasonable administration of its own affairs. 9.2.4 None of the provisions of this Agreement shall require the Disbursement Agent to expend or risk its own funds or otherwise to incur any personal financial liability in the performance of any of its duties hereunder or under the Related Agreements, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 9.2.5 Notwithstanding anything to the contrary in this Agreement, if the entity acting as Disbursement Agent also serves as a collateral agent or Funding Agent under the Financing Agreements, and except if such functions shall be performed by the same group, agency or division of such entity, the Disbursement Agent shall not be deemed to have any knowledge of any fact known to such entity in its capacity as the collateral agent or Funding Agent by reason of the fact that the Disbursement Agent and the collateral agent or Funding Agent, as the case may be, are the same entity. Except as aforesaid, no knowledge of the collateral agent or any Funding Agent shall be attributed to the Disbursement Agent. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon the Disbursement Agent in its capacity as Bank Agent or as Lender. With respect to its participation in the extensions of credit under the Bank Credit Agreement, the Disbursement Agent shall have the same rights and powers hereunder as any other Funding Agent or Lender and may exercise the same as though it were not performing the duties and functions delegated to it hereunder. The Disbursement Agent and its Affiliates may accept deposits from, lend money to and generally engage in any kind of banking, trust, financial advisory or other business with the Company or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from the Company for services in connection with this Agreement and otherwise without having to account for the same to the Lenders. Each party hereto acknowledges that, as of the Financing Date, The Bank of Nova Scotia is, in addition to acting as the Disbursement Agent hereunder, also acting as the Bank Agent, Intercreditor Agent and Trustee (as defined in the Cooperation Agreement) and may be a Bank Lender.

Duties and Liabilities of the Disbursement Agent Generally. 9.2.1 Commencing upon execution and delivery hereof, the Disbursement Agent shall have the right to meet periodically at reasonable times, however no less frequently than quarterly, upon three (3) Banking Days' ’ notice, with representatives of the Company, the Construction Consultant, Consultant and the Prime Phase II Primary Contractor, the Project Architect and such other Contractors, employees, consultants or agents as the Disbursement Agent shall reasonably request to be present for such meetings. The Disbursement Agent may (or may instruct the Construction Consultant to) perform such inspections and tests of the Phase II Project as it deems reasonably appropriate in the performance of its duties hereunder and may request the Construction Consultant to review and approve any items received by the Disbursement Agent hereunder. In addition, the Disbursement Agent shall have the right at reasonable times upon prior notice to review all relevant information (including Project Documents) in the Company’s possession supporting the amendments to the Phase II Project Budget, amendments to any Project Documents, the Company's Advance Requests Documents and any certificates in support of any of the foregoing, to inspect materials stored on the Mortgaged Property or at any other location, to review the insurance required pursuant to the terms of the Financing Agreements, to confirm receipt of endorsements from the Title Insurer insuring the continuing priority of the liens of the Deeds of Trust as security for each Advance hereunderTrust, and to examine the Plans and Specifications and all shop drawings relating to the ProjectProjects. The Disbursement Agent is authorized to contact (or to instruct the Construction Consultant to contact) any Contractor for purposes of confirming receipt of progress payments. The Disbursement Agent shall be entitled to examine, copy and make extracts of the books, records, accounting data and other documents of the Company, including without limitation bills of sale, statements, receipts, conditional and unconditional lien releases, contracts or agreements, which relate to any materials, fixtures or articles incorporated into the Project. From time to time, at the request of the Disbursement Agent, the Company shall make available to the Disbursement Agent a Project Schedule. The Company agrees to cooperate with the Disbursement Agent in assisting the Disbursement Agent to perform its duties hereunder and to take such further steps as the Disbursement Agent reasonably may request in order to facilitate the Disbursement Agent's ’s performance of its obligations hereunder.

Duties and Liabilities of the Disbursement Agent Generally. 9.2.1 Commencing upon execution and delivery hereof, the Disbursement Agent shall have the right to meet periodically at reasonable times, however no less frequently than quarterly, upon three (3) Banking Days' notice, with representatives of the Company, the Construction Consultant, the Prime Contractor, Primary Contractors and the Project Architect and such other Contractors, employees, consultants or agents as the Disbursement Agent shall reasonably request to be present for such meetingsArchitects. The Disbursement Agent may (or may instruct the Construction Consultant to) perform such inspections and tests of the Project Projects as it deems reasonably appropriate in the performance of its duties hereunder. In addition, the Disbursement Agent shall have the right at reasonable times upon prior notice to review all relevant information (including Project Documents) in the Company's possession supporting the amendments to the Project BudgetBudgets, amendments to any Project Documents, the Company's Advance Requests and any certificates in support of any of the foregoing, to inspect materials stored on the Mortgaged Property or at any other location, to review the insurance required pursuant to the terms of the Financing Agreements, to confirm receipt of endorsements from the Title Insurer insuring the continuing priority of the liens of the Deeds of Trust as security for each Advance hereunder, and to examine the Plans and Specifications and all shop drawings relating to the ProjectProjects. The Disbursement Agent is authorized to contact (or to instruct the Construction Consultant to contact) any Contractor for purposes of confirming receipt of progress payments. The Disbursement Agent shall be entitled to examine, copy and make extracts of the books, records, accounting data and other documents of the Company, including without limitation bills of sale, statements, receipts, conditional and unconditional lien releases, contracts or agreements, which relate to any materials, fixtures or articles incorporated into the Project. From time to time, at the request of the Disbursement Agent, the Company shall make available to the Disbursement Agent a the Project Schedule. The Company agrees to cooperate with the Disbursement Agent in assisting the Disbursement Agent to perform its duties hereunder and to take such further steps as the Disbursement Agent reasonably may request in order to facilitate the Disbursement Agent's performance of its obligations hereunder.

Duties and Liabilities of the Disbursement Agent Generally. 9.2.1 Commencing upon execution and delivery hereof, the Disbursement Agent shall have the right to meet periodically at reasonable times, however no less frequently than quarterly, upon three (3) Banking Days' ’ notice, with representatives of the Company, the Construction Consultant, the Prime Contractor, Primary Contractors and the Project Architect and such other Contractors, employees, consultants or agents as the Disbursement Agent shall reasonably request to be present for such meetingsArchitects. The Disbursement Agent may (or may instruct the Construction Consultant to) perform such inspections and tests of the Project Projects as it deems reasonably appropriate in the performance of its duties hereunder and shall request the Construction Consultant to perform the duties of, and timely deliver any certificates required to be delivered by, the Construction Consultant hereunder. In addition, the Disbursement Agent shall have the right at reasonable times upon prior notice to review all relevant information (including Project Documents) in the Company’s possession supporting the amendments to the Project BudgetBudgets, amendments to any Project Documents, the Company's ’s Advance Requests and any certificates in support of any of the foregoing, to inspect materials stored on the Mortgaged Property or at any other location, to review the insurance required pursuant to the terms of the Financing Agreements, to confirm receipt of endorsements from the Title Insurer insuring the continuing priority of the liens of the Deeds of Trust as security for each Advance hereunder, and to examine the Plans and Specifications and all shop drawings relating to the ProjectProjects. The Disbursement Agent is authorized to contact (or to instruct the Construction Consultant to contact) any Contractor for purposes of confirming receipt of progress payments. The Disbursement Agent shall be entitled to examine, copy and make extracts of the books, records, accounting data and other documents of the Company, including without limitation bills of sale, statements, receipts, conditional and unconditional lien releases, contracts or agreements, which relate to any materials, fixtures or articles incorporated into the Project. From time to time, at the request of the Disbursement Agent, the Company shall make available to the Disbursement Agent a the Project Schedule. The Company agrees to cooperate with the Disbursement Agent in assisting the Disbursement Agent to perform its duties hereunder and to take such further steps as the Disbursement Agent reasonably may request in order to facilitate the Disbursement Agent's ’s performance of its obligations hereunder.