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<br />$4 ----~ a ii 0 0 5 3 <br />Form - Orig. Codtinon REA - Tel.-Bank Mtg. 2/i2 <br />directors, trustees, executives, or supervisors of the Mortgagor; <br />or to other employees having either a substantial ownership <br />interest in the Mortgagor, or a cldse family relationship-with <br />officers, directors, trusties, executives, supervisors, or holders <br />of substantial ownership interests in the Mortgagor; and <br />(2) the Mortgagor will promptly furnish the majority RBA noteholders <br />and the majority Bank noteholders with certified copies of the <br />minutes of all meetings of its stockholders, members; directors <br />or trustees; and <br />(3) if the operation of :he Mortgaged Property for the preceding calendar <br />year resulted in a decxease in [he Mortgagor's earned surplus accounts, <br />the ;ortgagoz will, upon request i.n writing of the majority REA note- <br />holders or the majority Bank noteholders, take all required action to <br />increase its charges for telephone service or to execute a plan for <br />reducing expenses, such increase in charges and such plan to be sub- <br />mitted to all the noteholders and to be acceptable to and approved <br />in writing by the majority RBA noteholders and the majority Bank <br />noteholders. <br />(c} During such time or times as the Mortgagor's adjusted <br />net worth is less than twenty percentum (ZOX) of its adjusted assets: <br />(1) the Mortgagor will promptly furnish the REA noteholders and the Bank <br />noteholders with a detailed report on ownership or transfers of its <br />capital stock, membership certificates or equity capital certificates <br />whenever requested in writing by the majority REA noteholders or the <br />majority Bank nateholders, or whenever one per centum (iY.) or more of <br />its outstanding ownership interests has been transferred since the <br />last preceding report to such noteholders on r; mership interests or <br />transfers; and <br />(2) whenever any change in ownership interests in the Mortgagor occurs <br />which in the sole opinion of the majority REA noteholders or the <br />majority Bank noteholders might adversely affect their security, the <br />Mortgagor will, upon request in writing of [he majority REA note- <br />holders or the majority Bank noteholders: <br />(a} increase its adjusted net worth, within one year of such written <br />request, to the level requested by the majority RBA noteholders <br />or the majority Bank noteholders, up to twenty percentum (20Y.1 <br />of its adjusted assets; and <br />(b) take no action which would result in reducing its adjusted net <br />worth thereafter below the sum of (i) the amount representing <br />tkee level of net worth requested by the majority REA noteholders <br />or the majority Bank noteholders pursuant to subparagraph (c) <br />(2) (a} shove, plus {if} thirty percentum (30X) of its adjusted <br />set worpl:, if any, in excess of the level of net worth referred <br />co in the immediately preceding sub clause (i), plus (iii) thirty <br />percentum (30X} of the amount of any reduction of its adjusted <br />net worth after-the date of such request by the majority REA <br />noteholders or the majority Bank noteholders, resulting from <br />the declaration ar payment of dividends or distributions, the <br />purchase, redemption or retirement of its capital stock, member- <br />ship certificates or equity capital certificates, oz investments <br />in affiliated companies. <br />(d} As used in this section 15, the following terms shall <br />have., Chess. memiags: <br />{1) The term "adjusted neE worth" means the sum of the Mortgagor's "Stack," <br />"~ichet Ogpita2 Surplus'" and "Warned Surplus" accounts, less "adjusc- <br />m@tAES . " <br />- 13 - <br />