ENTRY SHALL BE A BREACH OF THIS SECURITY
AGREEMENT.
8.
INSURANCE.
ACC SHALL KEEP THE COLLATERAL INSURED, AT ITS OWN
EXPENSE, IN AN AMOUNT NOT LESS THAN ITS FULL INSURABLE VALUE, AGAINST LOSS BY
FIRE, THEFT, VANDALISM AND MALICIOUS MISCHIEF, STORM, EARTHQUAKE AND EXTENDED
COVERAGE, AND ACC SHALL CAUSE THE LENDERS TO BE NAMED AS ADDITIONAL INSURED
PARTIES AND LOSS PAYEES IN SUCH INSURANCE, AND FURNISH TO COLLATERAL AGENT
WRITTEN EVIDENCE THEREOF.
9.
REPRESENTATIONS AND WARRANTIES.
BORROWER AND ACC HEREBY JOINTLY
AND SEVERALLY REPRESENT AND WARRANT TO COLLATERAL AGENT AND THE LENDERS THAT
EACH OF BORROWER AND ACC HAS FULL POWER AND AUTHORITY TO ENTER INTO THIS
SECURITY AGREEMENT AND TO GRANT THE SECURITY INTEREST AND LIEN IN AND TO THE
COLLATERAL AND HAS TAKEN ALL PROPER AND NECESSARY ACTIONS TO AUTHORIZE THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT.
THIS AGREEMENT IS VALID
AND BINDING UPON AND ENFORCEABLE AGAINST BORROWER AND ACC, EXCEPT AS SUCH
ENFORCEABILITY MAY BE LIMITED BY APPLICABLE INSOLVENCY, BANKRUPTCY,
REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS
GENERALLY AND GENERAL PRINCIPLES OF EQUITY.
THE MAKING AND PERFORMANCE OF THIS
SECURITY AGREEMENT BY BORROWER AND ACC WILL NOT BREACH OR VIOLATE ANY LAW,
STATUTE, RULE OR REGULATION OF, OR ANY JUDGMENT, ORDER, DECREE, WRIT, INJUNCTION
OR
AWARD ISSUED BY ANY GOVERNMENTAL AUTHORITY OR VIOLATE OR RESULT IN A DEFAULT
(IMMEDIATELY OR WITH THE PASSAGE OF TIME OR NOTICE OR BOTH) UNDER ANY CONTRACT,
INDENTURE, AGREEMENT OR INSTRUMENT TO WHICH BORROWER, ACC OR PARENT IS A PARTY,
OR BY WHICH ANY OF BORROWER, ACC OR PARENT IS BOUND.
10.
COVENANTS.
BORROWER AND ACC HEREBY AGREE AS FOLLOWS:
10.1
LIENS ON COLLATERAL.
BORROWER AND ACC AGREE NOT
TO CREATE, INCUR, ASSUME OR SUFFER TO EXIST ANY LIEN OR SECURITY INTEREST OF ANY
KIND UPON THE COLLATERAL OTHER THAN IN FAVOR OF THE HOLDERS OF ANY SENIOR
INDEBTEDNESS.
10.2
FURTHER ASSURANCES.
BORROWER AND ACC AGREE THAT
AT ANY TIME AND FROM TIME TO TIME, AT ACC'S EXPENSE, ACC WILL PROMPTLY EXECUTE
AND DELIVER ALL FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE ALL FURTHER ACTION,
THAT MAY BE NECESSARY OR DESIRABLE, OR THAT COLLATERAL AGENT MAY REASONABLY
REQUEST, IN ORDER TO PERFECT AND PROTECT ANY SECURITY INTEREST GRANTED OR
PURPORTED TO BE GRANTED HEREBY OR TO ENABLE COLLATERAL AGENT TO EXERCISE AND
ENFORCE COLLATERAL AGENT'S RIGHTS AND REMEDIES HEREUNDER WITH RESPECT TO ANY
COLLATERAL.
10.3
FINANCIAL STATEMENTS.
FROM AND AFTER THE DATE
HEREOF, ON A QUARTERLY BASIS WITHIN FIVE (5) BUSINESS DAYS AFTER THE SCHEDULED
FILING DATE (INCLUDING ANY EXTENSIONS PURSUANT TO RULE 12B-25 OF THE SECURITIES
EXCHANGE ACT OF 1934) FOR PARENT'S FORM 10-Q WITH THE SECURITIES AND EXCHANGE
COMMISSION, ACC WILL PROVIDE COLLATERAL AGENT WITH COPIES OF ACC'S QUARTERLY
FINANCIAL STATEMENTS AND ANY RELATED NOTES.
11.
EVENTS OF DEFAULT; REMEDIES.
11.1
EVENT OF DEFAULT.
AN EVENT OF DEFAULT SHALL BE
DEEMED TO HAVE OCCURRED UNDER THIS SECURITY AGREEMENT UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT (AS DEFINED IN THE SUBORDINATED
CONTINGENT NOTES).