Common use of No Imputed Knowledge Clause in Contracts

No Imputed Knowledge. 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 individuals within such entity to the maximum extent permitted by law, 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 Disbursement Agent's duties and functions hereunder 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 its duties and functions 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 Closing Date, Deutsche Bank Trust Company Americas is, in addition to acting as the Disbursement Agent hereunder, also acting as the initial Bank Agent and may be a Bank Lender.

No Imputed Knowledge. 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 individuals within such entity to the maximum extent permitted by law, 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 Disbursement Agent's duties and functions hereunder 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 its duties and functions 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 Closing Date, Deutsche Bank Trust Company Americas is, in addition to acting as the Disbursement Agent hereunder, also acting as the initial Bank Agent Agent, Securities Intermediary, investment manager on behalf of the Loan Parties, and may be a Bank Lender.

No Imputed Knowledge. Notwithstanding anything to the contrary in this Agreement, if the entity acting as Disbursement Agent also serves as a collateral agent the Collateral Agent or Funding Agent under the Financing Agreements, and except if such functions shall be performed by the same individuals within such entity entity, to the maximum extent permitted by law, 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 Collateral Agent or Funding Agent by reason of the fact that the Disbursement Agent and the collateral agent 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 Disbursement Agent's duties and functions hereunder 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 thereunder as any other Funding Agent or Lender and may exercise the same as though it were not performing its duties and functions 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 hereinAffiliates, 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 Closing Date, Deutsche Bank Trust Company Americas isand its Affiliates are, in addition to acting as the Disbursement Agent hereunder, also acting as the initial Bank Agent Agent, Securities Intermediary, Collateral Agent, investment manager on behalf of the Loan Parties, and may be a Bank Lender.

No Imputed Knowledge. Notwithstanding anything to the contrary in this Agreement, if the entity acting as Disbursement Agent also serves as a collateral agent the Collateral Agent or Funding Agent under the Financing Agreements, and except if such functions shall be performed by the same individuals within such entity entity, to the maximum extent permitted by law, 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 Collateral Agent or Funding Agent by reason of the fact that the Disbursement Agent and the collateral agent Collateral Agent or Funding Agent, as the case may be, are the same entity. Except as aforesaid, no knowledge of the collateral agent Collateral Agent or any Funding Agent shall be attributed to the Disbursement Agent. The Disbursement Agent's ’s duties and functions hereunder 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 thereunder as any other Funding Agent or Lender and may exercise the same as though it were not performing its duties and functions 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 hereinAffiliates, 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 Closing Date, Deutsche Bank Trust Company Americas isand its Affiliates are, in addition to acting as the Disbursement Agent hereunder, also acting as the initial Bank Agent Agent, Securities Intermediary, Collateral Agent, investment manager on behalf of the Loan Parties, and may be a Bank Lender.

No Imputed Knowledge. Notwithstanding anything to the contrary in this Agreement, if the entity acting as Disbursement Agent also serves as a collateral agent the Collateral Agent or Funding Bank Agent under the Financing Agreements, and except if such functions shall be performed by the same individuals within such entity entity, to the maximum extent permitted by law, 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 Collateral Agent or Funding Bank Agent by reason of the fact that the Disbursement Agent and the collateral agent Collateral Agent or Funding Bank Agent, as the case may be, are the same entity. Except as aforesaid, no knowledge of the collateral agent Collateral Agent or any Funding Bank Agent shall be attributed to the Disbursement Agent. The Disbursement Agent's ’s duties and functions hereunder 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 Bank 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 thereunder as any other Funding the Bank Agent or any Bank Lender and may exercise the same as though it were not performing its duties and functions 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 hereinAffiliates, 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 Bank Lenders. Each party hereto acknowledges that, as of the Closing Effective Date, Deutsche Bank Trust Company Americas isand its Affiliates are, in addition to acting as the Disbursement Agent hereunder, also acting as the initial Bank Agent Agent, Securities Intermediary, Collateral Agent, investment manager on behalf of the Loan Parties, and may be a Bank Lender.

No Imputed Knowledge. Notwithstanding anything to the contrary in this Agreement, if the entity acting as the 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 individuals within such entity entity, to the maximum extent permitted by law, law 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 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 Disbursement Agent's ’s duties and functions hereunder under this Agreement 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 Phase II Mall Agent or as a Lender. With respect to its participation in the extensions of credit under the Bank Credit Agreement and the Phase II Mall Construction Loan Agreement, if any, 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 its duties and functions hereunder. The Funding Agents acknowledge that The Bank of Nova Scotia has an existing relationship with LVSI and certain of its Affiliates. 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 LCR, Phase II Mall Holding or Phase II Mall Subsidiary or any of its their Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from the Company LCR, Phase II Mall Holding or Phase II Mall Subsidiary 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 Closing Effective Date, Deutsche The Bank Trust Company Americas isof Nova Scotia, in addition to acting as the Disbursement Agent hereunder, is also acting as the initial Bank Agent, the Phase II Mall Agent and may be Trustee (as defined in the Cooperation Agreement) and is a Bank LenderLender and a Phase II Mall Lender and is an agent and/or lender under other credit facilities with LVSI and/or certain of its Subsidiaries.

No Imputed Knowledge. Notwithstanding anything to the contrary in this Agreement, if the entity acting as Disbursement Agent also serves as a collateral agent Collateral Agent or Funding the Bank Agent under the Financing AgreementsLoan Documents, and except if such functions shall be performed by the same individuals within such entity to the maximum extent permitted by law, law 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 Collateral Agent or Funding the Bank Agent by reason of the fact that the Disbursement Agent and the collateral agent Collateral Agent or Funding the Bank Agent, as the case may be, are the same entity. Except as aforesaid, no knowledge of the collateral agent Collateral Agent or any Funding the Bank Agent shall be attributed to the Disbursement Agent. The Disbursement Agent's Agreement’s duties and functions hereunder shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon 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 the Bank Agent or a Lender and may exercise the same as though it were not performing its duties and functions hereunder. The Bank Agent acknowledges that The Bank of Nova Scotia, and The Bank of Nova Scotia Asia Limited have an existing relationship with Las Vegas Sands Inc., Venetian Casino Resort LLC, Venetian Venture Development Intermediary Limited, and certain other affiliates of the Company. 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 Closing Date, Deutsche The Bank Trust Company Americas isof Nova Scotia, in addition to acting as the Disbursement Agent hereunder, also acting acts as the initial Collateral Agent, the Bank Agent and may be a Bank Lender.