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<br />~:~ January, April, July and October in each year, oz at less frequent intervals
<br />when apecified by the majority REA noteholders-and the majority Bask noteholders,
<br />financial and statistical reportst on its condition and operations.- Such reports
<br />aha11 be in ouch form and include such information as may be specified by -the
<br />ma}ority R2A noteholders and the majority Bank noteholders, including without
<br />lima cation en analysis of eha Moregagor's revenues, expenses, and subscriber--
<br />accounts. The Mortgagor will cause to be prepared and furnished to each note-
<br />holder at least once during each 12-month period during the term hereof, a-full
<br />and complete report of its financial eondition as of a-date (hereinafter called-
<br />, the Fiscal Date) not more than 90 days prior to-the date such report is furnished
<br />to the noteholders hereunder; and of its operations for the twelve-month period
<br />ended on the fiscal date, in form and substance satisfactory to the majority
<br />REA noteholders and the majority Bank noteholders, audited and certified by
<br />independent certified public accountants satisfactory to said noteholders and
<br />accompanied by a report of such audit in form and substance satisfactory to
<br />said noteholders. Either the majority REA noteholders or the majorfty Bank
<br />noteholders, through its or their representatives, shall at all times during
<br />reasonable business hours have access to, and the right to inspect and make
<br />copies of, any or all books, records and accounts, and any or all invoices, con-
<br />tracts, leases, payrolls, cancelled checks., statements and other documents and
<br />papers of every kind belonging to or in possession of Cite Mortgagor and in any-
<br />. wise pertaining to its property or business.
<br />SECTION 12. {a} The Mortgagor will from time to time upon written
<br />demand of the majority REA noteholders or the majority Bank noteholders make,
<br />execute, acknowledge and deliver or cause to be made, executed, acknowledged
<br />and delivered all such further and supplemental indentures of mortgage, deeds
<br />of trust, mortgages, financing statements, continuation statements, security
<br />agreements, instruments and conveyances as may reasonably be requested by the
<br />majority REA noteholders or the majority Bank noteholders and take or cause to
<br />be taken all-such further action as may reasonably be requested by the majority
<br />REA noteholders or the majori*_y Bank noteholders to effectuate the inteneion of
<br />these presents and to provide for the securir-g and payment of the princip.~ of
<br />and interest on the notes according to the terms thereof and for the purpose of
<br />fully conveying, transferring and confirming unto the Mortgagees the property
<br />hereby conveyed, mortgaged and pledged, or intended so to be, whether now owned
<br />by the Mortgagor or hereafter acquired .by it and to reflect the assignment of
<br />[he rights or interest of either of the Mortgagees or of any noteholder hereunder
<br />or under any note. The Mortgagor will cause this Mortgage and any and all supple-
<br />mental indentures of mortgage, mortgages and deeds of trust and every security
<br />agreement, financing statement, continuation statement and every additional
<br />instrument which sha21 be executed pursuant to the foregoing provisions forthwith
<br />upon execution to be recorded and filed and rerecorded and refiled as conveyances
<br />and mortgages sad deeds of trust of and security interests in real and personal
<br />property in such manner and in such places as may be required by law or reasonably
<br />requested by the majority REA noteholders or the majority Bank noteholders in
<br />order fully to preserve the security for the notes and to perfect and maintain
<br />the superior lien of this Mortgage and all supplemental indentures of mortgage,
<br />mortgages and deeds of trust and the rights and remedies of the mortgagees and
<br />the noteholders.
<br />(b) In the event that the Mortgagor has had or suffers a
<br />deficit in net income, as determined in accordance with methods of accounting
<br />prescribed in section 11 of article II hereof, for any of the five fiscal years
<br />immediately greceding the date hereof or far any fiscal year while any of the
<br />notes are outstanding, the Mortgagor will at any time or times upon written
<br />demand of the majority REA noteholders or the majority Bank noteholders make,
<br />execute, acknowledge and deliver or cause to be made, executed, acknowledged and
<br />delivered- all such further and supplemental indentures of mortgage, mortgages,
<br />security agreements, financing statements, instruments and conveyances, and take
<br />or cause to he taken all such further action, as may reasonahly be requested by
<br />the majority ttfiA noteholders or the majority Bank noteholders in order to include
<br />- 11 -
<br />Farm - Orig. Common REA - Tel. Bank MCg. 2f 72
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