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12. The Committees shall continue in existence with all the powers conferred upon them by the respective Deposit Agreements under which the same were formed, and shall from time to time take such proper action under said Deposit Agreements as shall be necessary for the purpose of endeavoring to carry the Plan and this Agreement into effect as to the securities deposited with the Depositaries of the Committees; and by the adoption of the Plan and this Agreement each of the Committees agrees that so long as the Plan in its present form, or in any modified form approved by them respectively, remains unabandoned, the Committees will take such action accordingly. The indebtedness, expenses and obligations heretofore or hereafter incurred by any of the Committees, and the compensation of the Committees, shall be and continue to be a charge against and lien upon the securities on deposit with the Depositary of the particular Committee by which such indebtedness or obligation has been or may be incurred to the extent provided in said agreements.

13. The Reorganization Managers may, in their discretion and upon such terms and conditions as they shall prescribe, and either in general or particular instances, permit holders of securities to become parties to the Plan and to this Agreement without the actual deposit of such securities, and all security holders so becoming parties are entitled to be embraced within the term "Depositor" whenever used in this Agreement.

14. In their discretion the Reorganization Managers may fix or limit any period or periods within which any deposits may be made as herein provided (subject to the provisions in that behalf in the Plan), the times within which any required payment must be made, and, in their discretion, in either general or in special instances and upon such terms and conditions as they may see fit (including the imposition of penalties for late deposits) they may extend or renew any period or periods so fixed or limited. Except as otherwise in the Plan mentioned holders of securities of or claims against the Old Company who do not become parties hereto in the manner hereinabove provided within the periods. limited therefor will not be entitled to deposit their securities or claims or become parties to the Plan and Agreement, or to share in the benefits

thereof and shall acquire no rights thereunder, except with the express consent of the Reorganization Managers who hereby expressly reserve the right to withhold or give such consent.

15. All the Depositors (each acting for himself and not for any others) hereby irrevocably request the Reorganization Managers to carry out the Plan and Agreement and agree that the Reorganization Managers and the Reorganization Committee respectively shall be, and they hereby are, vested with all rights, powers and authority necessary or proper to enable them to carry out the Plan and Agreement and in such manner and with such additions, exceptions and modifications as shall not substantially affect the same as the Reorganization Managers shall deem to be expedient, and irrevocably authorize the Reorganization Committee and/or the Reorganization Managers in their behalf to assign all the bonds, stock and/or claims deposited hereunder to any person or corporation for the purposes of the Plan so as to vest such person or corporation with full title thereto. By way of amplification and not limitation of the foregoing it is hereby declared that the Reorganization Managers shall be fully authorized to vote all stock deposited under or made subject to the Plan at any meeting for anything authorized by or necessary or helpful in carrying out the Plan and Agreement, and to consent as holders of said stock to any corporate action, and to sign any written consent required or permitted by law to be signed and to file the same; to institute or become parties to any legal proceedings; to compromise any litigation now or at any time hereafter existing or threatened, in whole or in part, with plenary power to enter into any agreement tending towards or deemed by them in their discretion likely to promote the consummation of the Plan and Agreement; at any time or times and at such places as they shall deem proper, to purchase or to pay, compromise or settle any indebtedness or obligations of or claims against the Old Company or any subsidiary company or any claims or demands or securities against any property deemed by the Reorganization Managers important or advisable for the New Company to acquire, or any claims, demands or securities by reason whereof or by reason of the possession whereof such property is or may be encumbered or the title

thereto affected, or any Receiver's Certificates or obligations issued or liabilities incurred or which may be issued or incurred by the Receiver, or any claims or demands that the Reorganization Managers in their discretion may deem it for the interest of the reorganization to purchase, pay, compromise or settle; for any of the purposes of the Plan and Agreement to borrow money and to charge or to pledge any of the claims or any of the deposited securities, or any property purchased or new securities to be issued, for the repayment of any money borrowed, with interest; to execute all agreements or bonds of indemnity and other bonds and therewith to charge the deposited securities or any part thereof; to do whatever in the judgment of the Reorganization Managers may be expedient to promote or procure the sale as an entirety or in parcels of any lands, railroads, properties or franchises of the Old Company or of any of its subsidiary or controlled companies, wherever situated; to adjourn any sale of any property or franchises or any portion or lot thereof; to bid or to cause anyone else to bid, or to refrain from bidding, at any sale, whether public or private, either in separate lots or as a whole, for any property or franchises or any part thereof, and at, before or after any sale to arrange and agree for the resale of any portion of the property they may decide to sell rather than to retain; to hold any property or franchises purchased by them either in their names or in the name of any person or corporation approved by them, and to apply the deposited securities and any property or securities held hereunder in satisfaction or partial satisfaction of any bid, whether made by themselves or any other person or corporation approved by them, or towards obtaining funds for the satisfaction thereof; and the term "property and franchises" shall include any and all railroads and other transportation lines, branches, leaseholds, rights in lands, stock and other interests in corporations in which the Old Company has any interest of any kind whatever, direct or indirect. The amount to be bid or paid or caused to be bid or paid by the Reorganization Managers for any property or franchises shall be absolutely discretionary with them, and in case of a sale to others of any property or franchises the Reorganization Managers, if they choose, may receive, out of the

proceeds of such sale or otherwise, any payment in any form, accruing on any deposited securities. Anything which the Plan or this Agreement provides that the Reorganization Managers and/or the Reorganization Committee may do or allow to be done, they may respectively do or allow to be done by or through such agents or agencies as they may determine, or by or through others with their approval or consent or acquiescence, or they may contract with any person or corporation that it shall be done or permitted to be done. The Reorganization Managers may assign and deliver all or any of the deposited securities to any person or corporation and may enter into such contract or contracts with such person or corporation or with anyone else as they shall deem proper for the purposes of the Plan and this Agreement.

16. The Reorganization Managers may organize or procure to be organized one or more new companies, or they may adopt or use any company or companies, whether now existing or not, and they may cause to be made sales, leases, consolidations, mergers or other arrangements by or between any such companies or any companies mentioned in the Plan, or other companies; they may make or cause to be made conveyances or transfers of any properties or securities acquired by them or with their approval; they may cause the ownership of all or any property of the New Company to be either direct ownership or ownership through the bonds or through the stock, or both, and may cause the mortgages or any of them securing the bonds of the New Company to be either a direct lien upon any particular property or lien upon the bonds or stock, or both, of any company, and may take or allow to be taken such other proceedings as they may deem proper for the purpose of the creation of the new securities provided for in the Plan and Agreement and for carrying out all or any of the provisions thereof. 17. The.... ..Company of New York has formed and is the manager of a Syndicate to underwrite the purchase of securities of the New Company by the stockholders of the Old Company in conformity with the Plan. The Syndicate, upon making the payments required by the Plan to be made in respect of any stock of the Old Company, which shall not be deposited under the Plan or by any deposi

tors of such stock who shall fail to make the same, shall receive the securities to which the holders of such undeposited stock or such defaulting depositors would have been entitled upon becoming parties to the Plan and making such payments. The Syndicate shall be paid the compensation heretofore fixed and agreed upon with the Reorganization Committee. 18. The Reorganization Managers may construe the Plan and this Agreement, which the parties hereto agree are intended to be, and shall be, in all respects liberally construed in order to enable the Reorganization Managers and the Reorganization Committee to carry the same into effect, and their construction thereof or action thereunder, in good faith, shall be final and conclusive; they may supply any defect or omission or reconcile any inconsistency in such manner and to such extent as shall be deemed by them necessary or expedient to carry out the same properly and effectively, and they shall be the sole judges of such necessity or expediency.

19. The Reorganization Managers shall have power, whenever they deem proper, to alter, modify, depart from or abondon the Plan, or any part thereof; they may at any time or times after any such partial abandonment, or after any modification, restore to the Plan any abandoned part or parts thereof, or discard any such modification and seek to carry the same into effect as fully as if such part or parts had not been abandoned or such modifications made; they may also attempt to carry the Plan into effect rather than abandon or modify the same; any change or modification made by the Reorganization Managers shall thereupon become and be part of the Plan and Agreement. In case of any abandonment of the Plan, notice thereof shall be given as required by the Plan, and the respective Depositors shall have the rights in such case reserved to them in the Plan and in the Deposit Agreements, respectively. In case of any change or modifiation of or departure from the Plan which shall materially affect or alter the rights of any of the several classes of Depositors, a statement of such proposed change or modification or departure shall be filed with the Depositaries, and with each of the Depositaries of the Committees and notice of the fact of such filing shall be given as hereinafter provided in paragraph 36 and as may be required

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