BY THIS
AGREEMENT) PURPORTEDLY MADE BY OR ON BEHALF OF ANY PLEDGOR, AND THE
ADMINISTRATIVE AGENT AND THE LENDERS SHALL HAVE NO DUTY TO VERIFY THE IDENTITY
OR AUTHORITY OF THE PERSON GIVING SUCH NOTICE.
89. EACH PLEDGOR ACKNOWLEDGES AND AGREES THAT, IN ADDITION TO THE OTHER RIGHTS
OF THE ADMINISTRATIVE AGENT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS,
BECAUSE THE ADMINISTRATIVE AGENT'S REMEDIES AT LAW FOR FAILURE OF SUCH PLEDGOR
TO COMPLY WITH THE PROVISIONS HEREOF RELATING TO THE ADMINISTRATIVE AGENT'S
RIGHTS (I) TO INSPECT THE BOOKS AND RECORDS RELATED TO THE PATENTS, TRADEMARKS
AND COPYRIGHTS, (II) TO RECEIVE THE VARIOUS NOTIFICATIONS SUCH PLEDGOR IS
REQUIRED TO DELIVER HEREUNDER, (III) TO OBTAIN COPIES OF AGREEMENTS AND
DOCUMENTS AS PROVIDED HEREIN WITH RESPECT TO THE PATENTS, TRADEMARKS AND
COPYRIGHTS, (IV) TO ENFORCE THE PROVISIONS HEREOF PURSUANT TO WHICH SUCH PLEDGOR
HAS APPOINTED THE ADMINISTRATIVE AGENT ITS ATTORNEY-IN-FACT, AND (V) TO ENFORCE
THE ADMINISTRATIVE AGENT'S REMEDIES HEREUNDER, WOULD BE INADEQUATE AND THAT ANY
SUCH FAILURE WOULD NOT BE ADEQUATELY COMPENSABLE IN DAMAGES, SUCH PLEDGOR AGREES
THAT EACH SUCH PROVISION HEREOF MAY BE SPECIFICALLY ENFORCED.
90. EACH PLEDGOR HEREBY ACKNOWLEDGES, REPRESENTS, AND WARRANTS THAT IT RECEIVES
SYNERGISTIC BENEFITS BY VIRTUE OF ITS AFFILIATION WITH THE BORROWER AND/OR THE
OTHER PLEDGORS AND THAT IT
169
WILL RECEIVE DIRECT AND INDIRECT BENEFITS FROM THE FINANCING ARRANGEMENTS
CONTEMPLATED BY THE CREDIT AGREEMENT AND THAT SUCH BENEFITS, TOGETHER WITH THE
RIGHTS OF CONTRIBUTION AND SUBROGATION THAT MAY ARISE IN CONNECTION HEREWITH ARE
A REASONABLY EQUIVALENT EXCHANGE OF VALUE IN RETURN FOR PROVIDING THIS
AGREEMENT.
91. AT ANY TIME AFTER THE INITIAL EXECUTION AND DELIVERY OF THIS AGREEMENT TO
THE ADMINISTRATIVE AGENT AND THE LENDERS, ADDITIONAL PERSONS MAY BECOME PARTIES
TO THIS AGREEMENT AND THEREBY ACQUIRE THE DUTIES AND RIGHTS OF BEING A PLEDGOR
HEREUNDER BY EXECUTING AND DELIVERING TO THE ADMINISTRATIVE AGENT AND THE
LENDERS A GUARANTOR JOINDER PURSUANT TO THE CREDIT AGREEMENT AND, IN ADDITION, A
NEW SCHEDULE A HERETO SHALL BE PROVIDED TO THE ADMINISTRATIVE AGENT WITH RESPECT
TO SUCH NEW PLEDGOR. NO NOTICE OF THE ADDITION OF ANY PLEDGOR SHALL BE REQUIRED
TO BE GIVEN TO ANY PRE-EXISTING PLEDGOR AND EACH PLEDGOR HEREBY CONSENTS
THERETO.
92. THE EXISTING PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT IS HEREBY
AMENDED AND RESTATED IN ITS ENTIRETY AS PROVIDED HEREIN, AND THIS AGREEMENT IS
NOT INTENDED TO CONSTITUTE, NOR DOES IT CONSTITUTE, AN INTERRUPTION, SUSPENSION
OF CONTINUITY, SATISFACTION, DISCHARGE OF PRIOR DUTIES, NOVATION, OR TERMINATION
OF THE LIENS, SECURITY INTERESTS, INDEBTEDNESS, LOANS, LIABILITIES, EXPENSES, OR
OBLIGATIONS UNDER THE CREDIT AGREEMENT, THE EXISTING CREDIT AGREEMENT OR THE
EXISTING PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT. EACH PLEDGOR AND
THE ADMINISTRATIVE AGENT ACKNOWLEDGE AND AGREE THAT THE EXISTING PATENT,
TRADEMARK AND COPYRIGHT SECURITY AGREEMENT HAS CONTINUED TO SECURE THE
INDEBTEDNESS, LOANS, LIABILITIES, EXPENSES, AND OBLIGATIONS UNDER THE CREDIT
AGREEMENT AND THE EXISTING CREDIT AGREEMENT SINCE THE DATE OF EXECUTION OF THE
EXISTING PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT; AND THAT THIS
AGREEMENT IS ENTITLED TO ALL RIGHTS AND BENEFITS ORIGINALLY