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<br />in thin-Mortgage, as Mortgaged Property., and to aubject to all the terms-and
<br />conditions of this Mortgage, all right, title and interest of the Mortgagor in
<br />and to, all and aingulaz,-the automobiles, trucks, trailers, tractors, aircraft,
<br />ships and other vehicles-then caned by the Mortgagor, or which may thereafter-
<br />ba owned or acqui-red by the Mortgagor: From and-after the time of sucFi written
<br />demand of the majority REA noteholders or majority Bank noteholders,-such
<br />Vehicles-shall be deemed to be part of the Mortgaged Property for all purpose8
<br />hereof:
<br />SECTION 13. Any noteholder may, at any time or times in succession
<br />without notice to or the consent of the Mortgagor or any other noteholder and
<br />upon such terms as such noteholder map prescribe, grant to any person, firm or
<br />corporation who shall have become obligated to pay all or any part of :the princi-
<br />pal of or interest on any note held by or indebtedness owed to such noteholder
<br />or who may be affected by the lien hereby created, an extension of the.time for
<br />the payment of such principal or interest, and after any such extension.the-
<br />Mortgagor will remain liable for the payment of such note or indebtedness to the
<br />same extent as though it had at Lhe time of such extension consented thereta in
<br />writing.
<br />SECTION 14. The.Mor[gagor, subject to applicable laws and rules,
<br />regulations and orders of regulatory bodies, will charge for telephone service
<br />furnished by it rates which shall yield revenues at least sufficient to enable
<br />the Mortgagor to pay and discharge all taxes and expenses when due, and also to
<br />make any payments in respect of principal of and interest on the notes when and
<br />as the same shall become due. The Mortgagor will, not less than ninety (90)
<br />days prior to the effective date of any proposed ch cope in its rate, give to
<br />the holder or holders of the notes at the time outstanding written notice of
<br />such proposed change and a copy of a schedule showing the then existing rates
<br />and the proposed changes therein.
<br />SECTZON 15. (a} Except as specifically authorized in writing in
<br />advance by the majority REA noteholders and the majority Bank noteholders, the
<br />Mortgagor will not declare or pay any dividends on its capital stock, membership
<br />certificates or equity capital certificates (other than in shares of such capital
<br />stock or in such certificates), or make any other distribution to its stockholders,
<br />members or subscribers, or purchaso-, redeem or retire any of its capital stock,
<br />membership certificates or equity capital certificates, or make any investment
<br />in affiliated companies, unless after such action the Mortgagor's current assets
<br />will equal or exceed its current liabilities (exclusive of current liabilities
<br />incurred for additions to plant), and the Mortgagor's adjusted net worth will
<br />be at least forty perceneum (40X) of its adjusted assets, or the sum of the
<br />foliowing (whichever is the smaller amount):
<br />(1) the percentage of its adjusted assets specified in the
<br />Instruments Recital, plus
<br />(2) thirty perceneum (30X) of its adjusted net worth, if any, in
<br />excess of the amount represented by the percentage of adjusted
<br />assets set out in the immediately preceding subparagraph (1),
<br />plus
<br />{3) thirty percentum (30X) of the amount of any reduction of its
<br />adjusted net worth after the date specified in the Instru-
<br />ments Recital, resulting from the declaration or payment of
<br />dividends or distributions, the purchase, redesption or
<br />retirement of its capital stock, membership certificates or
<br />equity capital certificates or investments in affiliated
<br />companies.
<br />(b) Auriag such time or times as the Mortgagor's adjusted
<br />net worth is less ehaa the percentage of-its adjusted assets specified in the
<br />IasCrumanta Recital:-
<br />(1) the Mortgagor wi13 make no increase, without prior written approval
<br />of the majority REA noteholders. and the majority Bank noteholders,
<br />in .salaries, wages, fees and other compensation paid to officers,
<br />- lx -
<br />Form ~ Brig. Gammon REA - Tel. hank Mtg. -`~-'
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