Common use of Disclaimer of Certain Duties Clause in Contracts

Disclaimer of Certain Duties. (a) The powers conferred upon Secured Party by this Agreement are to protect its interest in the Collateral and shall not impose any duty upon Secured Party to exercise any such powers. Pledgor hereby agrees that Secured Party shall not be liable for, nor shall the indebtedness evidenced by the Obligations be diminished by, Secured Party's delay or failure to collect upon, foreclose, sell, take possession of or otherwise obtain value for the Collateral. (b) Except as may be required by the provisions of the Indenture, and to the fullest extent permitted by applicable law, Secured Party shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Obligations, or to take any steps necessary to preserve any rights against any Obligor or other Person. Pledgor waives any right of marshaling in respect of any and all Collateral, and waives any right to require Secured Party to proceed against any Obligor or other Person, exhaust any Collateral or enforce any other remedy which Secured Party now has or may hereafter have against any Obligor or other Person. (c) The security interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Pledgor with respect to any of the Collateral or any transaction in connection therewith. The Pledgor shall remain liable under the Partnership Agreement to the extent set forth therein to perform its duties and obligations thereunder to the same extent as if this Agreement had not been executed. The exercise by Secured Party of any of its rights hereunder shall not release the Pledgor from any of its duties or obligations under the Partnership Agreement and Secured Party shall not have any obligation or liability under the Partnership Agreement by reason of this Agreement or otherwise, nor shall Secured Party be obligated to perform any of the obligations or duties of the Pledgor thereunder, to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by the Pledgor or Secured Party or the sufficiency of any performance by any party under the Partnership Agreement or to take any action to collect or enforce any claim for payment assigned hereunder. Secured Party shall not by reason of this Agreement or the exercise of any remedies hereunder become responsible or liable in any manner or to any extent for the obligations and liabilities of Hollywood Casino Shreveport, whether now existing or hereafter incurred, except as a result of obligations and liabilities of Hollywood Casino Shreveport first arising after Secured Party's admission as a general partner in Hollywood Casino Shreveport. The Pledgor specifically understands and agrees that Secured Party shall have no responsibility for (i) collecting or protecting any income, earnings, or proceeds with regard to the Collateral, (ii) preserving any of the Pledgor's rights against parties to the Collateral or against third persons, (iii) ascertaining any maturities, calls, conversion rights, exchanges, offers, tenders or similar matters relating to the Collateral, or (iv) informing the Pledgor about any of these matters, whether or not Secured Party actually has or is deemed to have knowledge thereof. Beyond the exercise of reasonable care in the custody thereof, Secured Party shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon. The Pledgor hereby agrees to indemnify and hold harmless Secured Party and its directors, officers, employees and agents against any and all claims, actions, liabilities, costs and expenses of any kind or nature whatsoever (including reasonable fees and disbursements of counsel) that may be imposed on, incurred by, or asserted against any of them, in any way relating to or arising out of this Agreement or any action taken or omitted by them hereunder (including such obligations and liabilities of Hollywood Casino Shreveport), except to the extent that they directly resulted from the gross negligence or willful misconduct of such persons.

Disclaimer of Certain Duties. (a) The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. (b) The powers conferred upon Secured Party the Administrative Agent by this Agreement are to protect its interest in the Collateral and shall not impose any duty upon Secured Party the Administrative Agent to exercise any such powers. Pledgor To the extent permitted by applicable law, each Grantor hereby agrees that Secured Party the Administrative Agent shall not be liable for, nor shall the indebtedness evidenced by the Secured Obligations be diminished by, Secured Party's the Administrative Agent’s delay or failure to collect upon, foreclose, sell, take possession of or otherwise obtain value for the Collateral. Nothing herein shall affect any obligation of the Administrative Agent to the Secured Parties or under applicable Law. (bc) Except as may be required by the provisions of the Indenture, and to To the fullest extent permitted by applicable law, Secured Party the Administrative Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any of the Collateral or the Secured Obligations, or to take any steps reasonably necessary to preserve any rights against any Obligor Obligor, Account Debtor or other Person. Pledgor Each Grantor waives any right of marshaling in respect of any and all of the Collateral, and waives any right to require Secured Party the Administrative Agent to proceed against any Obligor Obligor, Account Debtor or other Person, exhaust any of the Collateral or enforce any other remedy which Secured Party the Administrative Agent now has or may hereafter have against any Obligor or other Person. (c) The security interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Pledgor with respect to any of the Collateral or any transaction in connection therewith. The Pledgor shall remain liable under the Partnership Agreement to the extent set forth therein to perform its duties and obligations thereunder to the same extent as if this Agreement had not been executed. The exercise by Secured Party of any of its rights hereunder shall not release the Pledgor from any of its duties or obligations under the Partnership Agreement and Secured Party shall not have any obligation or liability under the Partnership Agreement by reason of this Agreement or otherwise, nor shall Secured Party be obligated to perform any of the obligations or duties of the Pledgor thereunder, to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by the Pledgor or Secured Party or the sufficiency of any performance by any party under the Partnership Agreement or to take any action to collect or enforce any claim for payment assigned hereunder. Secured Party shall not by reason of this Agreement or the exercise of any remedies hereunder become responsible or liable in any manner or to any extent for the obligations and liabilities of Hollywood Casino Shreveport, whether now existing or hereafter incurred, except as a result of obligations and liabilities of Hollywood Casino Shreveport first arising after Secured Party's admission as a general partner in Hollywood Casino Shreveport. The Pledgor specifically understands and agrees that Secured Party shall have no responsibility for (i) collecting or protecting any income, earnings, or proceeds with regard to the Collateral, (ii) preserving any of the Pledgor's rights against parties to the Collateral or against third persons, (iii) ascertaining any maturities, calls, conversion rights, exchanges, offers, tenders or similar matters relating to the Collateral, or (iv) informing the Pledgor about any of these matters, whether or not Secured Party actually has or is deemed to have knowledge thereof. Beyond the exercise of reasonable care in the custody thereof, Secured Party shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon. The Pledgor hereby agrees to indemnify and hold harmless Secured Party and its directors, officers, employees and agents against any and all claims, actions, liabilities, costs and expenses of any kind or nature whatsoever (including reasonable fees and disbursements of counsel) that may be imposed on, incurred by, or asserted against any of them, in any way relating to or arising out of this Agreement or any action taken or omitted by them hereunder (including such obligations and liabilities of Hollywood Casino Shreveport), except to the extent that they directly resulted from the gross negligence or willful misconduct of such persons.

Disclaimer of Certain Duties. (a) The powers conferred upon Secured Party by this Agreement are to protect its interest in the Collateral and shall not impose any duty upon Secured Party to exercise any such powers. Pledgor hereby agrees that Secured Party shall not be liable for, nor shall the indebtedness evidenced by the Obligations be diminished by, Secured Party's ’s delay or failure to collect upon, foreclose, sell, take possession of or otherwise obtain value for the Collateral. (b) Except as may be required by the provisions of the Indenture, and to the fullest extent permitted by applicable law, Secured Party shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Obligations, or to take any steps necessary to preserve any rights against any Obligor or other Person. Pledgor waives any right of marshaling in respect of any and all Collateral, and waives any right to require Secured Party to proceed against any Obligor or other Person, exhaust any Collateral or enforce any other remedy which Secured Party now has or may hereafter have against any Obligor or other Person. (c) The Except to the extent of obligations and liabilities of Eldorado Casino Shreveport that first arise after Secured Party’s admission as a general partner in Eldorado Casino Shreveport, the security interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Pledgor with respect to any of the Collateral or any transaction in connection therewith. The Except to the extent of obligations and liabilities of Eldorado Casino Shreveport that first arise after Secured Party’s admission as a general partner in Eldorado Casino Shreveport, the Pledgor shall remain liable under the Partnership Agreement to the extent set forth therein to perform its duties and obligations thereunder to the same extent as if this Agreement had not been executed. The Except to the extent of obligations and liabilities of Eldorado Casino Shreveport that first arise after Secured Party’s admission as a general partner in Eldorado Casino Shreveport, the exercise by Secured Party of any of its rights hereunder shall not release the Pledgor from any of its duties or obligations under the Partnership Agreement and Secured Party shall not have any obligation or liability under the Partnership Agreement by reason of this Agreement or otherwise, nor shall Secured Party be obligated to perform any of the obligations or duties of the Pledgor thereunder, to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by the Pledgor or Secured Party or the sufficiency of any performance by any party under the Partnership Agreement or to take any action to collect or enforce any claim for payment assigned hereunder. Until Secured Party has been admitted as a general partner of Partnership, the Secured Party shall not by reason of this Agreement or the exercise of any remedies hereunder become responsible or liable in any manner or to any extent for the obligations and liabilities of Hollywood Eldorado Casino Shreveport, whether now existing or hereafter incurred, except as a result of obligations and liabilities of Hollywood Casino Shreveport first arising after Secured Party's admission as a general partner in Hollywood Casino Shreveport. The Pledgor specifically understands and agrees that that, until Secured Party has been admitted as a general partner of Partnership, Secured Party shall have no responsibility for (i) collecting or protecting any income, earnings, or proceeds with regard to the Collateral, (ii) preserving any of the Pledgor's ’s rights against parties to the Collateral or against third persons, (iii) ascertaining any maturities, calls, conversion rights, exchanges, offers, tenders or similar matters relating to the Collateral, or (iv) informing the Pledgor about any of these matters, whether or not Secured Party actually has or is deemed to have knowledge thereof. Beyond the exercise of reasonable care in the custody thereof, Secured Party shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon. The Pledgor hereby agrees to indemnify and hold harmless Secured Party and its directors, officers, employees and agents against any and all claims, actions, liabilities, costs and expenses of any kind or nature whatsoever (including reasonable fees and disbursements of counsel) that may be imposed on, incurred by, or asserted against any of them, in any way relating to or arising out of this Agreement or any action taken or omitted by them hereunder (including such obligations and liabilities of Hollywood Casino Shreveport), except to the extent that they directly resulted from the gross negligence or willful misconduct of such persons.any

Disclaimer of Certain Duties. (a) The powers conferred upon Secured Party by this Agreement are to protect its interest in the Collateral and shall not impose any duty upon Secured Party to exercise any such powers. Pledgor hereby agrees that Secured Party shall not be liable for, nor shall the indebtedness evidenced by the Obligations be diminished by, Secured Party's ’s delay or failure to collect upon, foreclose, sell, take possession of or otherwise obtain value for the Collateral. (b) Except as may be required by the provisions of the Indenture, and to the fullest extent permitted by applicable law, Secured Party shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Obligations, or to take any steps necessary to preserve any rights against any Obligor or other Person. Pledgor waives any right of marshaling in respect of any and all Collateral, and waives any right to require Secured Party to proceed against any Obligor or other Person, exhaust any Collateral or enforce any other remedy which Secured Party now has or may hereafter have against any Obligor or other Person. (c) The Except to the extent of obligations and liabilities of Eldorado Casino Shreveport that first arise after Secured Party’s admission as a general partner in Eldorado Casino Shreveport, the security interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Pledgor with respect to any of the Collateral or any transaction in connection therewith. The Except to the extent of obligations and liabilities of Eldorado Casino Shreveport that first arise after Secured Party’s admission as a general partner in Eldorado Casino Shreveport, the Pledgor shall remain liable under the Partnership Agreement to the extent set forth therein to perform its duties and obligations thereunder to the same extent as if this Agreement had not been executed. The Except to the extent of obligations and liabilities of Eldorado Casino Shreveport that first arise after Secured Party’s admission as a general partner in Eldorado Casino Shreveport, the exercise by Secured Party of any of its rights hereunder shall not release the Pledgor from any of its duties or obligations under the Partnership Agreement and Secured Party shall not have any obligation or liability under the Partnership Agreement by reason of this Agreement or otherwise, nor shall Secured Party be obligated to perform any of the obligations or duties of the Pledgor thereunder, to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by the Pledgor or Secured Party or the sufficiency of any performance by any party under the Partnership Agreement or to take any action to collect or enforce any claim for payment assigned hereunder. Until Secured Party has been admitted as a general partner of Partnership, the Secured Party shall not by reason of this Agreement or the exercise of any remedies hereunder become responsible or liable in any manner or to any extent for the obligations and liabilities of Hollywood Eldorado Casino Shreveport, whether now existing or hereafter incurred, except as a result of obligations and liabilities of Hollywood Casino Shreveport first arising after Secured Party's admission as a general partner in Hollywood Casino Shreveport. The Pledgor specifically understands and agrees that that, until Secured Party has been admitted as a general partner of Partnership, Secured Party shall have no responsibility for (i) collecting or protecting any income, earnings, or proceeds with regard to the Collateral, (ii) preserving any of the Pledgor's ’s rights against parties to the Collateral or against third persons, (iii) ascertaining any maturities, calls, conversion rights, exchanges, offers, tenders or similar matters relating to the Collateral, or (iv) informing the Pledgor about any of these matters, whether or not Secured Party actually has or is deemed to have knowledge thereof. Beyond the exercise of reasonable care in the custody thereof, Secured Party shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon. The Pledgor hereby agrees to indemnify and hold harmless Secured Party and its directors, officers, employees and agents against any and all claims, actions, liabilities, costs and expenses of any kind or nature whatsoever (including reasonable fees and disbursements of counsel) that may be imposed on, incurred by, or asserted against any of them, in any way relating to or arising out of this Agreement or any action taken or omitted by them hereunder (including such obligations and liabilities of Hollywood Eldorado Casino Shreveport), except to the extent that they directly resulted from the gross negligence or willful misconduct of such persons.