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~;~.....~ t~U0053 <br />(2j The term "adjusted sssets" means the sum of the Mortgagor's accounts- <br />classified as "Investments," "Current Assets," "Other Assets," and <br />"Prepaid Recounts rind Defezxed Charges;" plus an amount-equal to <br />the-autount of lase-funds still to be advanced-under the Consolidated <br />Loan kgreement, if such amount:has-not been recorded as "Subscriptions <br />to Funded Debt,"-less the sv~ of the "Depreciation-Reserve," and`: <br />`"Amortisation Reserve" sccounta and "adjustments." <br />(3) The term "adjustments" used in the foregoing. definitions means the- <br />- sum of the .following: "Investments in Affiliated Companies," "Advances <br />to Affiliated Companiea,° "Telephone Plant Acquisition-Adjustment" <br />debit amounts in excess of °Amortization Reserve-,"-"Telephone Plant <br />Adjustment" debiC balances, °Company Securities Owned,".unpaid "Subs <br />scriptions to Capital Stock," and "Dis'count on Capital-Stock." <br />(4} Titles of accounts or groups of accounts and-other terms describing <br />accounting transactions, used in the foregoing definitions. or in thins, <br />section 15, shall have the meanings prescribed for-them by the Federal. <br />Communications Coms~ission in its prevailing uniform system of accounts <br />for Class A telephone companies. These terms shall also-apply to <br />accounts or groups of accounts, of the Mortgagor, regardless of the <br />account title or the system of accounts used, if such accounts have <br />substantially the same meaning as terms referred to in such. uniform <br />system of accounts. <br />SECTION Ib. In the event that the Mortgaged Property, or any. part <br />thereof, shall be taken under the parer of eminent domain, all proceeds and <br />avails therefrom., except to the extent that all noteholders shall consent to <br />atlier use and application thereof by the Mortgagor, shall forthwith be applied <br />6y the Mortgagor: first, to the ratable payment of any indebtedness by this <br />Mortgage secured other than principal of or interest on the Hates; second, to <br />the ratable payment of interest which shall have accrued on the. notes and be <br />unpaid; third, to the ratable payment of or on account of the unpaid principal <br />of ttie notes and to such installments thereof as may be designated by the respec- <br />tive noteholders at the time of any such payment, and fourth, the balance shall <br />be paid to whosoever shall be entitled thereto. <br />SECTION 17. The Mortgagor will well and truly observe and perform all <br />of the covenants, agreements, terms and conditions contained in the Consolidated <br />Loan Agreement, on its part to be observed or performed. <br />SECTION 18. If this section is made applicable by the Instruments <br />Recital, then: (a) The Mortgagor will not at any time employ, or enter into any <br />contract for the employment of, any manager of its telephone. properties, unless <br />such employment or such contract shall first have been approved by the majority <br />REA noteholders and the majority Bank noteholders. (b) If, during such periods <br />as Che Mortgagor shall be in default in the making of a payment or payments of <br />principal of or interest on one or more of the notes, the majority REA noteholders <br />or the majority Bank. noteholders shall give notice to Che Mortgagor that in their <br />.opinion its telephone properties are not-being efficiently operated, and shall <br />request the termination of the employment of any such manager, or shall request <br />the termination of any operating contract in respect of any. such telephone proper- <br />ties,, the Mortgagor will-terminate such employment or operating contract withir, <br />thirty (30) days after the date of such notice. (c} All contracts in respect of <br />the employment of any such manager or for the operation of such telephone proper- <br />ties shall contain provisions [o permit compliance with the foregoing covenants. <br />S£CTI4N 1F. If all the REA Notes have been paid and discharged while <br />any 4f-the $ank Notes are still outstanding, all rights. and,powezs of the Govern- <br />- merit and the holders of the REA Notes under this Mortgage shall immediately vest <br />in the Ban1c and the. holdeza of the Bank Notes, respectively, and> correspondingly, <br />if all the, Bank Notes. hays been paid and discharged while any of the REA Notes <br />-era.-still outstanding, all rights sad powers of the Bank and the holders of the <br />Bank Notes, uadex this Mortgage shall immediately vest in the Government and. the <br />.holders of the REA Notes, respectively. The Bank, the Government, the Mortgagor <br />and the natattoldars_shall execute. and deliver such instruments, assignments, <br />re leases or other documcnta as skull 6e reasonably required to carry out the <br />nreintion of this section. <br />- 1'~ <br />Form - Orig..- Comma RHEA - T$1• Bank Mtg. 2i;2 <br />