Lenders and shall pay such amounts
held in trust to such other holders upon demand by such holders.
12.
AUTHORIZED ACTION BY COLLATERAL AGENT.
(A)
EACH OF BORROWER AND ACC HEREBY APPOINT
COLLATERAL AGENT AS ATTORNEY-IN-FACT FOR EACH OF BORROWER AND ACC, WITH FULL
AUTHORITY IN THE PLACE AND STEAD OF BORROWER AND ACC AND IN THE NAME OF BORROWER
AND ACC OR OTHERWISE, FROM TIME TO TIME IN COLLATERAL AGENT'S DISCRETION AND TO
THE FULL EXTENT PERMITTED BY LAW TO TAKE ANY ACTION AND TO EXECUTE ANY
INSTRUMENT WHICH COLLATERAL AGENT MAY DEEM REASONABLY NECESSARY OR ADVISABLE TO
ACCOMPLISH THE PURPOSES OF THIS SECURITY AGREEMENT IN ACCORDANCE WITH THE TERMS
AND PROVISIONS HEREOF, INCLUDING WITHOUT LIMITATION, TO RECEIVE, ENDORSE AND
COLLECT ALL INSTRUMENTS MADE PAYABLE TO BORROWER OR ACC REPRESENTING ANY
DIVIDEND, INTEREST PAYMENT OR OTHER DISTRIBUTION IN RESPECT OF THE COLLATERAL OR
ANY PART THEREOF AND TO GIVE FULL DISCHARGE FOR THE SAME.
(B)
THIS POWER OF ATTORNEY IS A POWER COUPLED
WITH AN INTEREST AND SHALL BE IRREVOCABLE.
THE POWERS CONFERRED ON COLLATERAL
AGENT HEREUNDER ARE SOLELY TO PROTECT THE COLLATERAL AGENT AND LENDERS'
INTERESTS IN THE COLLATERAL AND SHALL NOT IMPOSE ANY DUTY UPON COLLATERAL AGENT
TO EXERCISE ANY SUCH POWERS.
COLLATERAL AGENT SHALL BE ACCOUNTABLE ONLY FOR
AMOUNTS THAT HE ACTUALLY RECEIVES AS A RESULT OF THE EXERCISE OF SUCH POWERS AND
IN NO EVENT SHALL COLLATERAL AGENT OR ANY OF HIS EMPLOYEES OR AGENTS BE
RESPONSIBLE TO BORROWER OR ACC FOR ANY ACT OR FAILURE TO ACT, EXCEPT FOR GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.
13.
COLLATERAL AGENT.
13.1
APPOINTMENT.
THE LENDERS HEREBY APPOINT CHARLES
S. BRAND AS COLLATERAL AGENT FOR THE LENDERS UNDER THIS SECURITY AGREEMENT (IN
SUCH CAPACITY, THE "COLLATERAL AGENT") TO SERVE FROM THE DATE HEREOF UNTIL THE
TERMINATION OF THIS SECURITY AGREEMENT.
13.2
POWERS AND DUTIES OF COLLATERAL AGENT, INDEMNITY
BY LENDERS.
(A)
EACH LENDER HEREBY IRREVOCABLY AUTHORIZES
THE COLLATERAL AGENT TO TAKE SUCH ACTION AND TO EXERCISE SUCH POWERS HEREUNDER
AS PROVIDED HEREIN, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL
THERETO.
COLLATERAL AGENT MAY EXECUTE ANY OF HIS DUTIES HEREUNDER BY OR THROUGH
AGENTS OR EMPLOYEES AT HIS DISCRETION.
(B)
UPON THE DEATH OR RESIGNATION OF THE
COLLATERAL AGENT, THE LENDERS SHALL APPOINT A SUCCESSOR COLLATERAL AGENT TO ACT
UNDER THE SUBORDINATED CONTINGENT NOTES AND THIS SECURITY AGREEMENT. IF NO SUCH
SUCCESSOR COLLATERAL AGENT SHALL HAVE BEEN SO APPOINTED BY THE LENDERS AND SHALL
HAVE ACCEPTED SUCH APPOINTMENT WITHIN THIRTY (30) DAYS AFTER COLLATERAL AGENT'S
DEATH OR GIVING OF NOTICE OF RESIGNATION AS COLLATERAL AGENT,
THEN COLLATERAL AGENT SHALL BE DEEMED TO BE THOMAS P. M. COUSE OR HIS
SUCCESSOR-IN-INTEREST TO HIS SUBORDINATED CONTINGENT NOTE.
UPON THE ACCEPTANCE
OF ANY APPOINTMENT AS SUCCESSOR COLLATERAL AGENT HEREUNDER BY A SUCCESSOR
COLLATERAL AGENT, SUCH SUCCESSOR COLLATERAL AGENT SHALL THEREUPON SUCCEED TO AND
BECOME VESTED WITH ALL RIGHTS, POWERS, PRIVILEGES, DUTIES AND OBLIGATIONS OF
COLLATERAL AGENT HEREUNDER, AND THE COLLATERAL AGENT SHALL BE DISCHARGED FROM
HIS DUTIES AND OBLIGATIONS. AFTER COLLATERAL