AGENT'S DEATH OR RESIGNATION
HEREUNDER AS THE COLLATERAL AGENT, THE PROVISIONS OF THIS SECTION 13 SHALL
CONTINUE IN EFFECT FOR HIS BENEFIT IN RESPECT OF ANY ACTIONS TAKEN OR OMITTED TO
BE TAKEN BY HIM WHILE HE WAS ACTING AS SUCH COLLATERAL AGENT.
14.
MISCELLANEOUS.
14.1
NOTICES.
ANY NOTICE, REQUEST OR OTHER
COMMUNICATION REQUIRED OR PERMITTED HEREUNDER SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN DULY GIVEN IF PERSONALLY DELIVERED OR MAILED BY REGISTERED
OR CERTIFIED MAIL, POSTAGE PREPAID, OR BY RECOGNIZED OVERNIGHT COURIER OR
PERSONAL DELIVERY AT THE RESPECTIVE ADDRESSES OF THE PARTIES AS SET FORTH IN THE
STOCK PURCHASE AGREEMENT OR ON THE REGISTER MAINTAINED BY THE COMPANY.
ANY
PARTY HERETO MAY BY NOTICE SO GIVEN CHANGE ITS ADDRESS FOR FUTURE NOTICE
HEREUNDER.
NOTICE SHALL CONCLUSIVELY BE DEEMED TO HAVE BEEN GIVEN WHEN
RECEIVED.
14.2
NONWAIVER.
NO FAILURE OR DELAY ON BORROWER, ACC,
COLLATERAL AGENT OR LENDERS' PART IN EXERCISING ANY RIGHT HEREUNDER SHALL
OPERATE AS A WAIVER THEREOF OR OF ANY OTHER RIGHT NOR SHALL ANY SINGLE OR
PARTIAL EXERCISE OF ANY SUCH RIGHT PRECLUDE ANY OTHER FURTHER EXERCISE THEREOF
OR OF ANY OTHER RIGHT.
14.3
AMENDMENTS AND WAIVERS.
THIS SECURITY AGREEMENT
MAY NOT BE AMENDED OR MODIFIED, NOR MAY ANY OF ITS TERMS BE WAIVED, EXCEPT BY
WRITTEN INSTRUMENTS SIGNED BY BORROWER, ACC AND COLLATERAL AGENT.
EACH WAIVER
OR CONSENT UNDER ANY PROVISION HEREOF SHALL BE EFFECTIVE ONLY IN THE SPECIFIC
INSTANCES FOR THE PURPOSE FOR WHICH GIVEN.
14.4
ASSIGNMENTS.
THIS SECURITY AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF LENDERS, COLLATERAL AGENT, ACC AND
BORROWER AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, HEIRS, BENEFICIARIES AND
LEGAL REPRESENTATIVES; PROVIDED, HOWEVER, THAT BORROWER AND ACC MAY NOT ASSIGN
THEIR RESPECTIVE RIGHTS AND DUTIES HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT
OF COLLATERAL AGENT.
14.5
CUMULATIVE RIGHTS, ETC.
THE RIGHTS, POWERS AND
REMEDIES OF LENDERS AND COLLATERAL AGENT UNDER THIS SECURITY AGREEMENT SHALL BE
IN ADDITION TO ALL RIGHTS, POWERS AND REMEDIES GIVEN TO LENDERS AND COLLATERAL
AGENT BY VIRTUE OF ANY APPLICABLE LAW, RULE OR REGULATION OF ANY GOVERNMENTAL
AUTHORITY, THE STOCK PURCHASE AGREEMENT, THE SUBORDINATED CONTINGENT NOTES, THE
GUARANTY, OR ANY OTHER AGREEMENT, ALL OF WHICH RIGHTS, POWERS, AND REMEDIES
SHALL BE CUMULATIVE AND MAY BE EXERCISED SUCCESSIVELY OR CONCURRENTLY WITHOUT
IMPAIRING COLLATERAL AGENT'S RIGHTS HEREUNDER.
EACH OF BORROWER AND ACC WAIVE
ANY RIGHT TO REQUIRE COLLATERAL AGENT OR LENDERS TO PROCEED AGAINST ANY PERSON
OR TO EXHAUST ANY COLLATERAL OR TO PURSUE ANY REMEDY IN COLLATERAL AGENT OR
LENDERS' POWER.
14.6
PARTIAL INVALIDITY.
IF AT ANY TIME ANY PROVISION
OF THIS SECURITY AGREEMENT IS OR BECOMES ILLEGAL, INVALID OR UNENFORCEABLE IN
ANY RESPECT UNDER THE LAW OR ANY JURISDICTION, NEITHER THE LEGALITY, VALIDITY OR
ENFORCEABILITY OF THE REMAINING PROVISIONS OF THIS SECURITY AGREEMENT NOR THE
LEGALITY, VALIDITY OR ENFORCEABILITY OF SUCH PROVISION UNDER THE LAW OF ANY
OTHER JURISDICTION SHALL IN ANY WAY BE AFFECTED OR IMPAIRED THEREBY.
14.7
EXPENSES.
BORROWER SHALL PAY ON DEMAND ALL
REASONABLE FEES AND EXPENSES, INCLUDING