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<br />property which is neither necessary to-nor useful for the operation of the
<br />Mortgagor`s business, or which has become: obsolete, worn out or damaged or
<br />atherwisa unsuitable for the-purposes of the Mortgagor; provided., hovevez,
<br />that -the Mortgagor shall: (1) to the extent necessary, replace-.the same by
<br />or subaeitute thare£or, other property of the same kind and nature, which--shall
<br />ba aubaect to-the-lion hereof, free and clear of all prior liana, and apply---
<br />. any proceeds derived Tram such sale or other disposition of such properly-and.
<br />eat needed-for the replacement thereof to the payment of the ind~btedness.evi-
<br />danced by the REA Notes and the Sank Notes in the proportions which- the aggre-
<br />gate principal balances then owing on the REA Notes and-the aggregate-principal
<br />balances then wring an the Bank Notes, reapectivelp, bear to the aggregate
<br />principal balances then wing an the-REA Notes and the Bank Notes, collectively,
<br />sad shall be applied to such notes sad installments thereof as may be desg-
<br />noted by The respective noteholders at the time of any such receipt; or (2)
<br />immediately upon the receipt of the proceeds of any sale or other disposition
<br />of said property, apply the entire amount of such proceeds to the payment of
<br />the i'rdebtedness evidenced by the REA Notes and the Bank Notes in the proper-
<br />tines and in the manner provided for in (1) above; or (3) deposit all or such
<br />part of the proceeds derived from the sale or ocher disposition of said property
<br />as the majority REA noteholders and the majority Bank noteholders shall specify
<br />in such restricted bank accounts as such holder or holders shall designate,
<br />and shall use the same only far such additions to or improvements of the
<br />Mortgaged Property sad en such terms and conditions as such holder or holders
<br />shall specify.
<br />SECTION 5. The Mortgagor will at all times maintain and preserve the
<br />Mortgaged Property in good repair, working order and condition, and will from
<br />time to time make a21 needful and proper repairs, renewals and replacements,
<br />and useful and proper alterations, additions, betterments and improvements, and
<br />will, subject to contingencies beyond its reasonable control, at all tines keep
<br />its plant and properties in continuous operation and use all reasonable diligence
<br />to furnish the subscribers served by it through the Mortgaged Property with
<br />adequate telephone service.
<br />SECTION b. Except as specifically authorized in writing in advance
<br />by the majority REA noteholders and the majority Bank noteholders, the Mort-
<br />gagor will purchase all materials, equipment, supplies and replacements to be
<br />iacarporattd in or used in connection with the Mortgaged Property outright, and
<br />not subject to any conditional sales agreement, chattel mortgage, bailment
<br />lease, or other agreement reserving to the seller any right, title or lien.
<br />SECTION 7. {a) The Mortgagor wilt take out, as the respective risks
<br />are incurred, and maintain the fallowing classes and amounts of insurance: {1)
<br />€ideiity bonds covering each officer and employee of the Mortgagor in not less
<br />rhea the following amounts, based on the estimated annual gross revenues
<br />(including gross toll collected} of the Mortgaged Property:
<br /> Amount of
<br /> Annual Gross Revenue Coverage
<br />Less than $200,000 $ 10,000
<br />$200,001 to 400,000 20,000
<br />Prom 400,001 to 600,000 40,000
<br />600,001 to 800,000 50,000
<br />800,001 to 1,000,000 80,000
<br /> over 1,000,000 100,000
<br />and each collection agent of the Mortgagor shall be included in such fidelity
<br />bonds-for not leas ttsan 52,500, or 10 per cent of the highest amount collected
<br />annually by any-one collection agent, whichever is greater; (2) workman's com-
<br />penaation insurance covering all employees of the Mortgagor, in such amounts
<br />as soa-Y be required by law, or iE the Mortgagor or any of ice employees are not
<br />subject to the workmen's camgtaaatioa laws of the State or States in which the
<br />- 8 -
<br />Farm - Orig; Cttn RE,A - Tel, Bnask Mtg. 2/72
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