Exhibit 10.29

MASTER DISBURSEMENT AGREEMENT

among

WYNN LAS VEGAS, LLC,

WYNN LAS VEGAS CAPITAL CORP.

and

WYNN DESIGN & DEVELOPMENT, LLC,

jointly and severally as the Company,

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Bank Agent,

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as the Indenture Trustee,

WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION,
as the FF&E Agent,

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as the Disbursement Agent

TABLE OF CONTENTS

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EXHIBITS

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Exhibit 10.29

        THIS MASTER DISBURSEMENT AGREEMENT (the "Agreement"), dated as of October 30, 2002, is entered into by and among WYNN LAS VEGAS, LLC, a Nevada limited liability company ("Wynn Las Vegas"), WYNN LAS VEGAS CAPITAL CORP., a Nevada corporation ("Capital Corp."), WYNN DESIGN & DEVELOPMENT, LLC, a Nevada limited liability company ("Wynn Design" and, jointly and severally with Wynn Las Vegas and Capital Corp., the "Company"), DEUTSCHE BANK TRUST COMPANY AMERICAS, as the initial Bank Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as the initial Indenture Trustee, WELLS FARGO BANK NEVADA, NATIONAL ASSOCIATION, as the initial FF&E Agent, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as the initial Disbursement Agent.

RECITALS

        A.    The Project.    The Company proposes to develop, construct and operate the Le Rêve Casino Resort, a hotel and casino resort, with related parking structure and golf course facilities, as part of the redevelopment of the site of the former Desert Inn in Las Vegas, Nevada.

        B.    Bank Credit Agreement.    Concurrently herewith, Wynn Las Vegas, the Bank Agent, Deutsche Bank Securities, Inc., as advisor, lead arranger and joint book running manager, Banc of America Securities LLC, as advisor, lead arranger, joint book running manager and syndication agent, Bear, Stearns & Co. Inc., as advisor, arranger and joint book running manager, Bear Stearns Corporate Lending Inc., as joint documentation agent, Dresdner Bank AG, New York and Grand Cayman Branches, as arranger and joint documentation agent, JP Morgan Chase Bank, as joint documentation agent and the Bank Lenders have entered into the Bank Credit Agreement pursuant to which the Bank Lenders have agreed, subject to the terms thereof and hereof, to provide certain revolving loans to Wynn Las Vegas in an aggregate principal amount not to exceed $750,000,000 and certain delay draw term loans to Wynn Las Vegas in an aggregate principal amount not to exceed $250,000,000, as more particularly described therein and herein. Of the Bank Revolving Facility amount, $747,000,000 is intended to finance Project Costs as more particularly described therein and herein. Valvino, Wynn Resorts Holdings and certain other guarantors have, pursuant to the Bank Guarantee and Collateral Agreement, guaranteed the obligations of Wynn Las Vegas under the Bank Credit Agreement.

        C.    Second Mortgage Notes Indenture.    Concurrently herewith, Wynn Las Vegas, Capital Corp., certain guarantors signatory thereto (including Valvino and Wynn Resorts Holdings) and the Indenture Trustee have entered into the Second Mortgage Notes Indenture pursuant to which Wynn Las Vegas and Capital Corp. will issue the Second Mortgage Notes due 2010 to finance Project Costs, as more particularly described therein and herein.

        D.    FF&E Facility Agreement.    Concurrently herewith, the Company, the FF&E Agent, and the FF&E Lenders have entered into the FF&E Facility Agreement pursuant to which the FF&E Lenders have agreed, subject to the terms thereof and hereof, to provide certain loans in an aggregate principal amount not to exceed $188,500,000 to finance acquisition and installation costs for the FF&E Component, as more particularly described therein and herein.

        E.    Intercreditor Agreements.    Concurrently herewith, (i) the Bank Agent (acting on behalf of itself and the Bank Lenders) and the Indenture Trustee (acting on behalf of itself and the Second Mortgage Note Holders) have entered into the Project Lenders Intercreditor Agreement and (ii) the Bank Agent (acting on behalf of itself and the Bank Lenders), the Indenture Trustee (acting on behalf of itself and the Mortgage Note Holders) and the FF&E Agent (acting on behalf of itself and the FF&E Lenders) have entered into the FF&E Intercreditor Agreement, pursuant to each of which the parties thereto have set forth certain intercreditor provisions, including the priority of the liens, the method of decision making among the Lenders party thereto, the arrangements applicable to actions in respect of approval

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rights and waivers, the limitations on rights of enforcement upon default and the application of proceeds upon enforcement.

        F.    Completion Guaranty.    Concurrently herewith, the Completion Guarantor has executed in favor of the Bank Agent (acting on behalf of the Bank Lenders) and the Indenture Trustee (acting on behalf of the Second Mortgage Note Holders) the Completion Guaranty pursuant to which the Completion Guarantor has agreed, subject to the terms and limitations thereof, to guaranty completion of the Project and payment by the Company of certain Project Costs.

        G.    Purpose.    The parties are entering into this Agreement in order to set forth, among other things, (a) the mechanics for and allocation of the Company's requests for Advances under the various Facilities and from the Company's Funds Account, (b) the conditions precedent to the Closing Date, to the initial Advance and to subsequent Advances, (c) certain common representations, warranties and covenants of the Company in favor of the Funding Agents and the Lenders and (d) the common events of default and remedies.

AGREEMENT

        NOW, THEREFORE, in consideration of the Bank Agent, the Indenture Trustee, the Disbursement Agent, the FF&E Agent and the other Secured Parties entering into the respective Facility Agreements and Financing Agreements, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1.

—DEFINITIONS; RULES OF INTERPRETATION

        1.1.    Definitions.    Except as otherwise expressly provided herein, capitalized terms used in this Agreement and its exhibits shall have the meanings given in Exhibit A hereto. To the extent such terms are defined by reference to the Financing Agreements, such terms shall continue to have their original definitions notwithstanding any termination, expiration or amendment of such agreements unless each of the parties hereto is a signatory to any such amendment, in which case all references herein shall be to such terms or provisions as so amended.

        1.2.    Rules of Interpretation.    Except as otherwise expressly provided herein, the rules of interpretation set forth in Exhibit A hereto shall apply to this Agreement.

        1.3.    Conflict with a Facility Agreement.    This Agreement and each of the Facility Agreements is being drafted concurrently and are each intended to cover the respective matters specifically set forth therein. In the case of any express conflict between the terms of this Agreement and the terms of any Facility Agreement, the terms of this Agreement shall control.

ARTICLE 2.

—FUNDING

        2.1.    Representations Regarding Project Status.    The parties hereto acknowledge that prior to the date hereof, the Company has entered into certain Contracts in respect of the Project and has incurred and paid for certain Project Costs. In order to account for such costs for purposes of the funding procedures and mechanics set forth herein, the Company has certified and made certain representations in the Company's Closing Certificate as to various facts pertaining to the status of the Project, including, without limitation, the work performed, the Contracts entered into and the Project Costs incurred to date. The Company has further represented that the Project Budget attached hereto as Exhibit H-1, the Summary Anticipated Cost Report attached hereto as Exhibit H-2, the Monthly

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Requisition Report attached as Appendix III to the Company's initial Advance Request submitted on the Closing Date and the Project Schedule attached hereto as Exhibit I are true and accurate in all material respects as of the Closing Date and incorporate and reflect the work performed and Project Costs incurred to date. Such certifications and representations of the Company have been confirmed by the Construction Consultant to the extent set forth in the Construction Consultant's Closing Certificate.

        2.2    Availability of Advances.    

        2.2.1    Generally.    Each of the Bank Lenders, the Indenture Trustee and the FF&E Lenders shall make or cause to be made Advances under its Facility to the Company in accordance with and pursuant to the terms of this Agreement and the respective Facility Agreement.

        2.2.2    Availability.    Subject to the satisfaction of all conditions precedent listed in Article 3 and the other terms and provisions of this Agreement, Advances under the Facilities and from the Company's Funds Account shall be made during the Availability Period. Advances shall be made no more frequently than once in any calendar month; provided that the advances and transfers of funds contemplated in Sections 2.6.3, 2.9, 2.10 and 2.11 shall be disregarded for purposes of this sentence.

        2.3    Company Accounts.    

        2.3.1    Company's Funds Account.    On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, the Company's Funds Account pursuant to the Company Collateral Account Agreements. There shall be deposited into the Company's Funds Account (a) all cash amounts described in Section 3.1.25(e), (b) the amounts required pursuant to Sections 5.8.1, 5.8.2 and 5.8.3 including such funds as may be transferred from the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account pursuant to the terms of the Completion Guaranty and this Agreement, (c) all amounts received by the Company prior to the Final Completion Date in respect of liquidated or other damages under the Project Documents and the Company's insurance policies, amounts paid to the Company under the Construction Guaranty and any Payment and Performance Bond, (d) amounts required to be withdrawn from the Operating Account pursuant to Section 2.3.8, (e) the FF&E Reimbursement Advance, (f) all amounts required pursuant to Sections 2.5.1(b) and 5.1.1, (g) investment income from Permitted Investments in the Interest Payment Account, the Company's Payment Account, the Completion Guaranty Deposit Account and the Project Liquidity Reserve Account, as provided in this Agreement, and (h) all other funds or amounts (other than On-Site Cash) received by the Company and not otherwise provided for in this Agreement, in each case, prior to the Final Completion Date. There shall also be deposited in the Company's Funds Account all Loss Proceeds received by the Company, the Disbursement Agent or any other Person as required pursuant to Section 5.21 and all amounts received by the Disbursement Agent or any of the Bank Agent, the Indenture Trustee or the FF&E Agent and required to be deposited in the Company's Funds Account pursuant to the Project Lenders Intercreditor Agreement or the FF&E Intercreditor Agreement. Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, amounts on deposit in the Company's Funds Account shall (i) from time to time, be transferred by the Disbursement Agent to the Disbursement Account for application to pay Project Costs in accordance with Section 2.4.4(a), (ii) from time to time be applied by the Disbursement Agent to prepayment of the Obligations in accordance with Section 5.21, (iii) from time to time be transferred by the Disbursement Agent to the Operating Account to pay Operating Costs set forth in the Project Budget anticipated to become due and payable through the end of the ensuing calendar month and (iv) on the Final Completion Date, be applied by the Disbursement Agent as provided in Section 2.11. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Company's Funds Account to be deposited at all times therein until applied to the payment of Project Costs or as otherwise

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described above. From and after the Completion Date, no amounts shall be transferred from the "Funding Accounts" established under Section 6.11(b) of the Bank Credit Agreement to the Company's Funds Account.

        2.3.2    Second Mortgage Notes Proceeds Account.    On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, the Second Mortgage Notes Proceeds Account pursuant to the Second Mortgage Notes Company Collateral Account Agreement. There shall be deposited into the Second Mortgage Notes Proceeds Account (a) the Second Mortgage Notes Proceeds and (b) investment income from Permitted Investments on amounts on deposit in the Disbursement Account to the extent arising from funds withdrawn from the Second Mortgage Notes Proceeds Account. Subject to the provisions of Section 10.2 and the Second Mortgage Notes Company Collateral Account Agreement, amounts on deposit in the Second Mortgage Notes Proceeds Account shall, from time to time, be applied by the Disbursement Agent to pay Debt Service on the Second Mortgage Notes as provided in Section 2.5.6, transferred by the Disbursement Agent to the Disbursement Account for application to pay Project Costs in accordance with Section 2.4.4(a) and, on the Final Completion Date, applied by the Disbursement Agent as provided in Section 2.11. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Second Mortgage Notes Proceeds Account to be deposited at all times therein until applied to the payment of Project Costs or applied in accordance with Section 2.11.

        2.3.3    Disbursement Account.    On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, the Disbursement Account pursuant to the Company Collateral Account Agreements. There shall be deposited in the Disbursement Account (a) all funds from time to time advanced by the Bank Lenders (and/or withdrawn from the Bank Proceeds Account pursuant to Section 2.5.3) other than any Letters of Credit issued under the Bank Credit Facility and amounts withdrawn from the Bank Proceeds Account pursuant to Section 2.6.3, and (b) all funds withdrawn by the Disbursement Agent from the Company's Funds Account and the Second Mortgage Notes Proceeds Account, in each case, pursuant to Section 2.4.4(a). Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, amounts on deposit in the Disbursement Account shall, from time to time, be transferred by the Disbursement Agent to the Soft Costs Cash Management Account, the Hard Costs Cash Management Account, the Interest Payment Account, the Bank Proceeds Account, the Company's Payment Account and/or applied by the Disbursement Agent to pay Project Costs in accordance with Section 2.6. On the Final Completion Date, funds remaining in the Disbursement Account shall be applied by the Disbursement Agent as provided in Section 2.11. The deposit of funds into the Disbursement Account shall not create, vest in, or give the Company any rights to such funds, and the Company shall have no right to draw, obtain the release or otherwise use such funds until (x) the requirements of Section 2.4 (except, prior to the initial Advance of funds from the Second Mortgage Notes Proceeds Account, as such requirements may be modified pursuant to Section 3.2) have been satisfied and (y) the conditions set forth in Sections 3.1, 3.2 or 3.3, as the case may be, have been satisfied or waived in accordance with the terms hereof. If any funds deposited in the Disbursement Account are, for any reason, not withdrawn therefrom pursuant to Section 2.6 on or before the next Banking Day after the day on which they were deposited, such funds shall, on the Second Banking Day after the day on which they were deposited, be withdrawn by the Disbursement Agent from the Disbursement Account and (A) in the case of funds advanced by the Bank Lenders or withdrawn from the Bank Proceeds Account, deposited by the Disbursement Agent in the Bank Proceeds Account, (B) in the case of funds withdrawn from the Company's Funds Account, deposited by the Disbursement Agent in the Company's Funds Account, and (C) in the case of funds withdrawn from the Second Mortgage Notes Proceeds Account, deposited by the Disbursement Agent in the Second Mortgage Notes Proceeds Account. The Disbursement Agent shall cause investment income from Permitted Investments on amounts

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on deposit in the Disbursement Account to be deposited in (1) the Bank Proceeds Account, to the extent arising from funds advanced by the Bank Lenders or withdrawn from the Bank Proceeds Account, (2) the Company's Funds Account, to the extent arising from funds withdrawn from the Company's Funds Account, and (3) the Second Mortgage Notes Proceeds Account, to the extent arising from funds withdrawn from the Second Mortgage Notes Proceeds Account; in each case at the same time as the corresponding funds giving rise to the investment income are transferred to the respective accounts.

        2.3.4    Cash Management Accounts.    On or prior to the Closing Date the Company shall establish the Soft Costs Cash Management Account and the Hard Costs Cash Management Account. Each such account shall be a local deposit account established in Las Vegas, Nevada at a bank that is reasonably acceptable to the Disbursement Agent and that enters into control agreements in the form of Exhibits Z-1 and Z-2 hereto to grant the Bank Lenders and the Second Mortgage Note Holders a first and second priority perfected security interest therein, respectively. The Company shall take such further actions and execute such further documents in connection therewith as the Bank Agent, the Indenture Trustee or the Disbursement Agent may reasonably request in order to perfect or maintain the perfection or priority, to the greatest extent reasonably practicable, of the Liens of the Bank Lenders and the Second Mortgage Note Holders in the Soft Cost Cash Management Account and Hard Cost Cash Management Account. On the Closing Date, Two Million Five Hundred Thousand Dollars ($2,500,000) shall be withdrawn by the Disbursement Agent from the Disbursement Account and deposited in the Soft Costs Cash Management Account and Three Million Dollars ($3,000,000) shall be withdrawn by the Disbursement Agent from the Disbursement Account and deposited in the Hard Costs Cash Management Account. Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, the Company shall be permitted from time to time to draw checks on and otherwise withdraw amounts on deposit in the Soft Costs Cash Management Account to pay due and payable Soft Costs and to draw checks on and otherwise withdraw amounts on deposit in the Hard Costs Cash Management Account to pay due and payable Hard Costs. The Company shall be permitted from time to time to replace amounts drawn from, and/or to increase the funds on deposit in, the Soft Costs Cash Management Account and the Hard Costs Cash Management Account pursuant to the preceding sentence (i) by including a request to such effect in Advance Requests submitted in accordance with Sections 2.4 and 2.5 and satisfying the conditions precedent set forth in Sections 3.2 or 3.3, as the case may be (unless such conditions precedent are waived in accordance with the terms hereof) or (ii) by requesting a transfer of funds previously deposited in the Bank Proceeds Account and satisfying the conditions precedent set forth in Section 2.6.3. Any deposit of funds into the Soft Costs Cash Management Account which would cause the balance thereof to exceed $2,500,000 and any deposit of funds into the Hard Costs Cash Management Account which would cause the balance thereof to exceed $3,000,000 shall be subject to the Disbursement Agent's approval, which approval shall be given if the Disbursement Agent, in consultation with the Construction Consultant, is reasonably satisfied that such amounts are necessary to pay Soft Costs or Hard Costs, as the case may be, anticipated to become due and payable through the end of the ensuing calendar month; provided, however, that amounts intended to cover Company payroll that have been transferred from the Bank Proceeds Account to the Soft Costs Cash Management Account pursuant to Section 2.6.3 shall be excluded for purposes of determining whether the foregoing thresholds have been exceeded. The Disbursement Agent shall be entitled to rely on certifications to such effect from the Company or the Construction Consultant in approving any request to deposit amounts in excess of the foregoing thresholds in the Soft Costs Cash Management Account or the Hard Costs Cash Management Account. On the Final Completion Date, funds remaining in the Soft Costs Cash Management Account and the Hard Costs Cash Management Account shall be applied by the Disbursement Agent as provided in Section 2.11. The Disbursement Agent shall cause investment income from Permitted Investments

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on amounts on deposit in the Soft Costs Cash Management Account and the Hard Costs Cash Management Account to be deposited therein until applied to the payment of Soft Costs or Hard Costs, as the case may be, as described above.

        2.3.5    Interest Payment Account.    On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, the Interest Payment Account pursuant to the Company Collateral Account Agreements. On each Advance Date until the Completion Date, funds shall be withdrawn from the Disbursement Account and deposited in the Interest Payment Account to the extent necessary to pay interest and fees under the Bank Credit Agreement, the Second Mortgage Notes (except as provided in Section 2.5.6) and the FF&E Facility Agreement, as set forth in Advance Requests delivered to the Disbursement Agent and in accordance with Section 2.7. Amounts on deposit in the Interest Payment Account shall be applied by the Disbursement Agent to pay interest and fees under the Bank Credit Agreement, the Second Mortgage Notes (except as provided in Section 2.5.6) and the FF&E Facility Agreement, in each case, on the dates that such amounts become due and payable. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Interest Payment Account to be transferred to and deposited in the Company's Funds Account within two (2) Banking Days following the end of each calendar month.

        2.3.6    Bank Proceeds Account.    On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, the Bank Proceeds Account pursuant to the Bank Company Collateral Account Agreement. There shall be deposited in the Bank Proceeds Account (a) as provided in Section 2.3.3, all amounts deposited by the Bank Lenders in the Disbursement Account (or transferred to the Disbursement Account from the Bank Proceeds Account) which are not withdrawn therefrom pursuant to Section 2.6 on or before the next Banking Day after the day on which they were deposited, (b) amounts intended to cover Company payroll in accordance with Section 2.6.3, (c) investment income from Permitted Investments on amounts on deposit in the Disbursement Account to the extent arising from funds withdrawn from the Bank Proceeds Account, and (d) the amounts set forth in Section 2.9(d) . Subject to the provisions of Section 10.2 and the Bank Company Collateral Account Agreement, amounts on deposit in the Bank Proceeds Account shall, from time to time be transferred by the Disbursement Agent (i) to the Disbursement Account in accordance with Section 2.3.3 for application to pay Project Costs in accordance with Sections 2.4.4(a) and 2.5.3, (ii) to the Soft Costs Cash Management Account to pay Company payroll anticipated to become due and payable during the next seven (7) days in accordance with Section 2.6.3, and (iii) on the earlier to occur of (A) the Final Completion Date and (B) the expiration the six-month period commencing on the Completion Date, be applied by the Disbursement Agent as provided in Sections 2.9(e) or 2.11, as applicable. The Disbursement Agent shall cause investment income from Permitted Investments in amounts on deposit in the Bank Proceeds Account to be deposited at all times therein until applied to the payment of Project Costs or in accordance with Sections 2.9(e) or 2.11, as applicable.

        2.3.7    FF&E Proceeds Account.    On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, the FF&E Proceeds Account pursuant to the FF&E Collateral Account Agreement. There shall be deposited in the FF&E Proceeds Account (a) all funds advanced from time to time by the FF&E Lenders other than the Advance to refinance the purchase of the Aircraft described in the first sentence of Section 2.5.5 and the amounts to be deposited in the Company's Funds Account pursuant to such Section, (b) the amounts set forth in Section 2.9(d). Subject to the provisions of Section 10.2 and the FF&E Collateral Account Agreement, amounts on deposit in the FF&E Proceeds Account shall, from time to time be transferred by the Disbursement Agent to the Company's FF&E Payment Account, the Hard Costs Cash Management Account, the Soft Costs Cash Management

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Account and/or applied by the Disbursement Agent to pay Project Costs in accordance with Sections 2.5.5 and 2.6 and, on the earlier to occur of (i) the Final Completion Date and (ii) the expiration of the six-month period commencing on the Completion Date, be applied by the Disbursement Agent as provided in Sections 2.9(e) or 2.11, as applicable. The deposit of funds into the FF&E Proceeds Account shall not create, vest in, or give the Company any rights to such funds, and the Company shall have no right to draw, obtain the release or otherwise use such funds until (x) the requirements of Section 2.4 have been satisfied and (y) the conditions set forth in Sections 3.1, 3.2 or 3.3, as the case may be, have been satisfied or waived in accordance with the terms hereof. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the FF&E Proceeds Account to be deposited at all times therein until applied to the payment of Project Costs or applied in accordance with Sections 2.9(e) or 2.11, as applicable.

        2.3.8    Operating Account.    On or prior to the Closing Date, the Company shall establish a local deposit account (the "Operating Account") in Las Vegas, Nevada at a bank that is reasonably acceptable to the Disbursement Agent and that enters into control agreements in the form of Exhibits Z-1 and Z-2 hereto to grant the Bank Lenders and the Second Mortgage Note Holders a first and second priority security interest therein, respectively. The Company shall take such further actions and execute such further documents in connection therewith as the Bank Agent, the Indenture Trustee or the Disbursement Agent may reasonably request in order to perfect or maintain the perfection or priority, to the greatest extent reasonably practicable, of the Liens of the Bank Lenders and the Second Mortgage Note Holders in the Operating Account. There shall be deposited in the Operating Account all revenues received by the Company as a consequence of sales of goods or rendering of services (including, without limitation, revenues from the operations of the art gallery and the gift shop) in the ordinary course of business (including Pre-Opening Deposits) prior to the Completion Date, it being understood that the foregoing shall not apply to On-Site Cash. In addition, there shall be deposited in the Operating Account funds transferred from the Company's Funds Account in accordance with Section 2.3.1. Subject to the Disbursement Agent's rights upon the occurrence of an Event of Default, the Company shall be permitted from time to time to draw checks on and otherwise withdraw amounts on deposit in the Operating Account to pay due and payable Operating Costs and, to the extent provided under Section 2.5.4, Project Costs. Until the Opening Date, the Company shall at such times as the amounts on deposit in the Operating Account exceed $100,000 promptly withdraw such excess and deposit the same in the Company's Funds Account; provided, however, that Pre-Opening Deposits shall be excluded for purposes of determining whether the foregoing $100,000 threshold has been exceeded. From and after the Opening Date no amounts will be transferred from the Operating Account to the Company's Funds Account. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Operating Account to be deposited at all times therein until applied to the payment of Operating Costs or transferred to the Company's Funds Account in accordance with the preceding sentence. On the Completion Date, the Disbursement Agent shall cause all amounts on deposit in the Operating Account to be transferred to the appropriate "Funding Account" identified by the Bank Agent and established pursuant to Section 6.11(b) of the Bank Credit Agreement.

        2.3.9    Company's Payment Account.    On or prior to the Closing Date, the Company shall establish a local deposit account (the "Company's Payment Account") in Las Vegas, Nevada at a bank that is reasonably acceptable to the Disbursement Agent and that enters into control agreements in the form of Exhibits Z-1 and Z-2 hereto to grant the Bank Lenders and the Second Mortgage Note Holders a first and second priority security interest therein, respectively. The Company shall take such further actions and execute such further documents in connection therewith as the Bank Agent, the Indenture Trustee or the Disbursement Agent may reasonably request in order to perfect or maintain the perfection or priority, to the greatest extent reasonably

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practicable, of the Liens of the Bank Lenders and the Second Mortgage Note Holders in the Company's Payment Account. Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, on each Advance Date, the Disbursement Agent shall withdraw all funds remaining on deposit in the Disbursement Account after giving effect to the transfers to the Soft Costs Cash Management Account, the Hard Costs Cash Management Account, the Interest Payment Account and the payments to the Prime Contractor and certain other Contractors and/or Subcontractors and/or financial institutions pursuant to Sections 2.6.1(a) through (c) and shall transfer such remaining funds to the Company's Payment Account pursuant to Section 2.6.1(d). Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, the Company shall be permitted from time to time to draw checks on and otherwise withdraw amounts on deposit in the Company's Payment Account to pay Project Costs in the amounts and to the Contractors and/or Subcontractors listed in the most recent Advance Request (other than the Prime Contractor and any other Contractor or Subcontractor to whom the Disbursement Agent wired funds pursuant to Section 2.6.1(c)); provided, that the amount paid during any calendar month to any one Contractor or Subcontractor shall not to exceed $7,000,000. On the Final Completion Date, funds remaining in the Company's Payment Account shall be applied by the Disbursement Agent as provided in Section 2.11. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Company's Payment Account to be transferred to and deposited in the Company's Funds Account within two (2) Banking Days following the end of each calendar month.

        2.3.10    Company's FF&E Payment Account.    On or prior to the Closing Date, the Company shall establish a local deposit account (the "Company's FF&E Payment Account") in Las Vegas, Nevada at a bank that is reasonably acceptable to the Disbursement Agent and that enters into a control agreement in the form of Exhibit Z-3 hereto to grant the FF&E Lenders a first priority security interest therein. The Company shall take such further actions and execute such further documents in connection therewith as the FF&E Agent or the Disbursement Agent may reasonably request in order to perfect or maintain the perfection or priority, to the greatest extent reasonably practicable, of the Liens of the FF&E Lenders in the Company's FF&E Payment Account. Subject to the provisions of Section 10.2 and the FF&E Local Company Collateral Account Agreement, on each Advance Date, the Disbursement Agent shall withdraw all funds remaining on deposit in the FF&E Proceeds Account after giving effect to the transfers to the Soft Costs Cash Management Account, the Hard Costs Cash Management Account and the payments to the Contractors and/or Subcontractors and/or financial institutions pursuant to Sections 2.6.1(e) and shall transfer such remaining funds to the Company's FF&E Payment Account pursuant to Section 2.6.1(f). Subject to the provisions of Section 10.2 and the FF&E Local Company Collateral Account Agreement, the Company shall be permitted from time to time to draw checks on and otherwise withdraw amounts on deposit in the Company's FF&E Payment Account to pay Project Costs relating to the FF&E Component in the amounts and to the Contractors and/or Subcontractors listed in the most recent Advance Request (other than those Contractors or Subcontractors to whom the Disbursement Agent wired funds pursuant to Section 2.6.1(e)); provided, that the amount paid during any calendar month to any one Contractor or Subcontractor shall not to exceed $7,000,000. On the Final Completion Date, funds remaining in the Company's FF&E Payment Account shall be applied by the Disbursement Agent as provided in Section 2.11. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Company's FF&E Payment Account to be transferred to and deposited in the Company's Funds Account within two (2) Banking Days following the end of each calendar month.

        2.3.11    Completion Guaranty Deposit Account.    On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, the Completion Guaranty Deposit Account pursuant to the Completion Guaranty Collateral Account Agreements. There shall be deposited into the Completion Guaranty Deposit Account all cash

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amounts described in Section 3.1.25(c). Subject to the provisions of Section 10.2 and the Completion Guaranty Collateral Account Agreements, amounts on deposit in the Completion Guaranty Deposit Account shall, from time to time, be transferred or applied by the Disbursement Agent (a) to the Company's Funds Account in accordance with Section 5.8.3(b) and thereafter transferred to the Disbursement Account or (b) to the Disbursement Account in accordance with Section 5.8.3(c), in each case, for application to pay Project Costs in accordance with Sections 2.4.4(a) and 2.5.4 or (c) applied to prepayment of the Obligations in accordance with Section 5.21. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Completion Guaranty Deposit Account to be transferred to and deposited in the Company's Funds Account within two (2) Banking Days following the end of each calendar month. The Disbursement Agent shall release all amounts remaining on deposit in the Completion Guaranty Account, other than the Reserved Amounts, to the Completion Guarantor on the Completion Guaranty Release Date. The Disbursement Agent shall release all amounts remaining on deposit in the Completion Guaranty Deposit Account to the Completion Guarantor on the Final Completion Date in accordance with Section 2.11.

        2.3.12    Project Liquidity Reserve Account.    On or prior to the Closing Date, there shall be established at Deutsche Bank Trust Company Americas, as the Securities Intermediary, the Project Liquidity Reserve Account pursuant to the Company Collateral Account Agreements. There shall be deposited into the Project Liquidity Reserve Account all cash amounts described in Section 3.1.25(d). Subject to the provisions of Section 10.2 and the Company Collateral Account Agreements, amounts on deposit in the Project Liquidity Reserve Account shall, from time to time, be transferred by the Disbursement Agent to the Company's Funds Account in accordance with Section 5.8.3(b) and thereafter transferred by the Disbursement Agent to the Disbursement Account for application to pay Project Costs in accordance with Section 2.4.4(a) or applied by the Disbursement Agent to prepayment of the Obligations in accordance with Section 5.21. From and after the Completion Date, amounts on deposit in the Project Liquidity Reserve Account shall be applied by the Bank Agent as provided in Section 7.27 of the Bank Credit Agreement and Section 10.03 of the Second Mortgage Notes Indenture. The Disbursement Agent shall cause investment income from Permitted Investments on amounts on deposit in the Project Liquidity Reserve Account to be transferred to and deposited in the Company's Funds Account within two (2) Banking Days following the end of each calendar month.

        2.4    Mechanics for Obtaining Advances.    

        2.4.1    Preliminary Notices From the Company.    

        (a)  Subject to Section 2.2.2, the Company shall have the right, from time to time, to deliver to the Disbursement Agent and the Construction Consultant a preliminary Advance Request requesting that an Advance be made on or after the seventeenth (17^th) day after delivery of such preliminary Advance Request appropriately completed and duly executed including all necessary exhibits, attachments and certificates (other than the Construction Consultant's Advance Certificate); provided, however, that the Company shall not be required to have completed its internal audit of the Project Costs described in such preliminary Advance Request.

        (b)  The Company's preliminary Advance Request shall include, among other things, the Prime Contractor's Advance Certificate, the Golf Course Contractor's Advance Certificate, the Golf Course Designer's Advance Certificate and the Aqua Theater Designer's Advance Certificate, in each case, to the extent that such Advance Request requests that payment be made to such Person or to any Contractor or Subcontractor implementing the work designed by such Person. The Company's preliminary Advance Request shall also include, among other things, a certificate with respect to such