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security, guarantee or right of offset, shall not relieve the Pledgor of any obligation or liability hereunder, <br />and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of <br />law, of Secured Party against the Pledgor. For the purposes hereof "demand" shall include the <br />commencement and continuance of any legal proceedings. <br />SECTION 8. THE ADMINISTRATIVE AGENT <br />8.1 Authority of Agent. (a) The Pledgor acknowledges that the rights and responsibilities of the <br />Administrative Agent under this Agreement with respect to any action taken by the Administrative Agent <br />or the exercise or non -exercise by the Administrative Agent of any option, voting right, request, judgment <br />or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as <br />between the Administrative Agent and the other Secured Parties, be governed by the Credit Agreement <br />and by such other agreements with respect thereto as may exist from time to time among them, but, as <br />between the Administrative Agent and the Pledgor, the Administrative Agent shall be conclusively <br />presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain <br />from acting, and the Pledgor shall not be under any obligation, or entitlement, to make any inquiry <br />respecting such authority. <br />(b) The Administrative Agent has been appointed to act as the Administrative Agent hereunder <br />by the Lenders and, by their acceptance of the benefits hereof, the other Secured Parties. The <br />Administrative Agent shall be obligated, and shall have the right hereunder, to make demands, to give <br />notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action <br />(including, without limitation, the release or substitution of Collateral), solely in accordance with this <br />Agreement and the Credit Agreement; provided that the Administrative Agent shall, after Payment in <br />Full, exercise, or refrain from exercising, any remedies provided for herein and otherwise act in <br />accordance with the instructions of the holders of a majority (the "Majority Holders") of the sum of (x) <br />the aggregate settlement or termination amount (exclusive of expenses and similar payments but <br />including any early termination payments then due) under all Secured Hedge Agreements and (y) all <br />amounts payable under Secured Cash Management Agreements (exclusive of expenses and similar <br />payments). For purposes of the foregoing sentence, the settlement or termination value for any hedge that <br />has not been terminated or closed out at the time of the relevant determination shall be a termination, <br />close-out unwind or equivalent value as calculated by the appropriate swap counterparties and reported to <br />the Administrative Agent upon request or, if any such counterparty does not provide such calculation, <br />such value as shall be determined by the Administrative Agent in its sole discretion; provided that any <br />Secured Hedge Agreement with a termination or close-out amount that is a negative number shall be <br />disregarded for purposes of determining the Majority Holders. The provisions of the Credit Agreement <br />relating to the Administrative Agent, including without limitation, the provisions relating to resignation or <br />removal of the Administrative Agent, subject to Section 8.3(e) hereof) and the powers and duties and <br />immunities of the Administrative Agent, are incorporated herein by this reference and shall survive any <br />termination of the Credit Agreement. <br />13 <br />