may seem proper, to enable it to carry out the said trust created by this agreement in all its parts; hereby giving and granting to said Committee full power and authority to do and perform all and every act and thing, which it may deem convenient and necessary to be done in and about the premises, as fully, to all intents and purposes, as the said Bondholders might, or could, do personally, hereby ratifying and confirming all that the said Committee shall lawfully do, or cause to be done, by virtue hereof.

(c) The said Committee is hereby further expressly authorized and empowered:

(1) To take such proceedings, give such directions, and institute, or cause to be instituted, all such suits, or proceedings, as it may be advised by counsel are necessary or proper;

(2) To take such steps to secure the sale and conveyance of the property and franchises of the Railway Company, either by means of existing legal proceedings, or by the institution of a new suit, or suits, or proceedings, or by negotiation, or agreement, or otherwise, as shall seem expedient to it;

(3) To enforce the rights of the Bondholders and to protect their interests in every way that said Committee may deem necessary or advisable;

(4) To attend all meetings of creditors, and to vote, in the names of the members of the Committee or in the names of the Bondholders, upon all questions that may arise at such meetings;

(5) To request and move the trustee under the mortgage securing the bonds deposited hereunder to exercise the powers, or any of the powers, conferred by such mortgage, if, in the judgment of the Committee, such action shall be necessary, or desirable, or in its discretion, to request the trustee thereunder to waive any provision in such mortgage; and

(6) Generally, to possess and exercise each and every right, power and privilege conferred upon the Bondholders, under the mortgage securing the bonds deposited hereunder, and to represent the Bondholders in respect thereof, as fully as the Bondholders, jointly or individually, could personally act, including the right and power to declare due and payable the principal of any bonds secured by mortgage upon any property, or franchise, of the Railway Company, or any part thereof, and to demand payment of the interest thereon, and annul any declaration, or demand, and to waive, or suspend, any default under the said mortgage.

(d) The powers hereinbefore given shall not be narrowed, or limited, by any enumeration of the powers conferred by this agreement.

3. (a) The Committee is hereby expressly authorized and empowered to act by the vote, or decision, of a majority of its number, to allow any member to vote by proxy, and to add to the number of its members, by an appointment made in writing, signed by a majority of the members of the Committee.

(b) Any vacancy in the Committee, arising either from death, resignation, or incapacity to act, may be filled by an appointment, made in writing by a majority of the members of the Committee. Any person appointed, either as an additional member, or to fill a vacancy, shall thereupon be, and become, possessed with, and shall exercise, all the duties, powers and trusts herein conferred, or imposed, upon the members of the said Committee, with the same force and effect as if he had been originally named herein. 4. (a) The Committee is hereby expressly authorized and empowered, and it shall be its special duty, to prepare and adopt a plan for the reorganization of the affairs of the Railway Company, with or without foreclosure.

(b) When the Committee shall have adopted such plan, a copy thereof shall be deposited with the Doe Trust Company. Notice shall thereupon be given to the holders of the trust certificates issued hereunder; and such plan shall become binding upon all of the said holders, who shall not withdraw herefrom (in the manner hereinafter provided), unless the holders of a majority in interest of the said trust certificates shall, within twenty (20) days after such notice, file with the Doe Trust Company their written dissent from the plan. Notice from the Committee to the holders of the trust certificates shall be given, by mailing the same, with postage prepaid, to the addresses registered by such holders with the Doe Trust Company at the time of depositing the bonds represented thereby. Such registered addresses may, from time to time thereafter, be changed by a notice in writing delivered to the Doe Trust Company.

5. (a) Any holder of a trust certificate issued hereunder, may, at any time, within thirty (30) days after the mailing to him of a notice of the filing of the plan of reorganization as hereinbefore specified, withdraw from this agreement and receive back the bond, or bonds, deposited by him, upon payment of his pro rata share of

the expenses theretofore incurred by the Committee; but such payment shall, in no event, exceed one-half of one per cent of the principal value of the bonds and overdue coupons represented by such certificate, or certificates, and upon the payment of his pro rata share of the expenses of the Committee, as above provided, the holder of such certificate, or certificates, shall be thereupon, and without further act, fully released from the obligations of this agreement and from such plan of reorganization; but as to every certificate holder, who shall not, within said period of thirty (30) days, withdraw the bonds represented by his certificate, or certificates, his assent and ratification of the said plan shall be conclusively and finally assumed, conferred and given.

6. (a) For the purpose of effecting a reorganization of the affairs of the Railway Company, the Committee is further authorized to take such steps as it may deem advisable for the formation of a new corporation, or to agree with any other party, or parties, for the formation thereof; and the Committee may take such steps as may be necessary for transferring to such new corporation all the assets of the Railway Company and for the acquisition thereof by such new company, at any judicial sale of such assets, or franchises.

(b) In case of any sale of any of the franchises, or assets, of the Railway Company, the Committee is authorized and empowered, in its discretion, to purchase the same, or any part thereof, for the account and benefit of the Bondholders, at such price as the Committee may deem expedient; but the Committee shall be under no obligation to effect any such purchase. For such purposes, the Committee may incur such expenses as it may deem judicious, and may use the bonds deposited hereunder, for the purpose of paying for any assets or franchises purchased.

(c) If the Committee shall purchase the whole, or any part, of the assets, or franchises, of the Railway Company, as hereinabove authorized, the same may be conveyed to it, or to any person, or persons, or corporation, or corporations, that the Committee may designate.

7. (a) The time for the Bondholders of the Railway Company to become parties to, and accept the benefit of, this agreement may be extended, from time to time, as the Committee may, in its discretion, determine; and the Committee may, at any time, admit to the benefit of this agreement any Bondholder, upon his depositing his bonds hereunder. The Committee may, in its discretion,

impose exceptional terms upon any Bondholder, who shall desire to become a party hereto after the time hereinbefore limited shall have expired.

(b) It is expressly understood, however, that nothing herein contained shall be construed to give any rights, at law or in equity, or any privilege, or interest herein, of any sort, or description, whatsoever, to any Bondholder, who may not become a party to this agreement within the time hereinbefore fixed, or (if later) by the permission of the Committee.

8. The Committee is hereby expressly authorized and empowered to borrow any sum of money that may be necessary for the purpose of paying its expenses, and, also, to borrow any sum of money that may be needed for the purpose of making a cash payment at any sale of the assets, or franchises, of the Railway Company, and for any other purpose of this agreement, or of the plan to be adopted hereunder; and to pledge, for the repayment of the moneys so borrowed, or any other purposes hereunder, any, or all, of the deposited bonds; and the Committee shall have a lien thereon and on the assets of the Railway Company, which it may purchase, and on any other assets coming into the hands of the Committee, for its reasonable compensation and expenses, and for any liabilities properly incurred by the Committee hereunder. No Bondholder shall otherwise be personally liable for any such expenses, payments or liabilities.

9. The Committee is authorized and empowered to appoint such sub-committees, counsel, attorneys, agents, experts, or other employes, as it shall see fit, and to pay such reasonable compensation for their services and incur such expenses as, in the opinion of the Committee, may be necessary in carrying this agreement into effect. The Committee shall, also, have the power to investigate the physical and financial condition of the Railway Company, and the accounts and affairs thereof, including the legal status of the Railway Company and of its bond issues, indebtedness and other concerns of every nature, and to recommend and endeavor to secure any action by the receiver, or the court appointing him, in the practical operation of the property of the Railway Company, which it may deem conducive to the best interests of all concerned.

10. (a) The members of the Committee, as individuals, may become parties to this agreement as Bondholders, and shall be en

titled to all the rights and benefits accruing to any other Bondholder.

(b) The members of the Committee may be, or become, pecuniarily interested in any of the property, or matters, which are the subject of this agreement, and may become stockholders, or directors, in any new corporation that may be formed to acquire the assets, or franchises, of the Railway Company, and may receive the securities thereof, and may become members of any syndicate formed in connection therewith, or in connection with any plan of reorganization hereunder.

(c) The members of the Committee shall be allowed a reasonable compensation for their own services, together with all expenses and outlays incurred by them, in carrying out this agreement, all of which shall be charged upon the bonds deposited hereunder and upon the interest of the Bondholders respectively in the assets and franchises of the Railway Company.

11. (a) The Committee may supply any defects, or omissions, which it may deem necessary to be supplied, to enable it to carry out the general purposes of this agreement.

(b) The Committee is authorized to construe this agreement, and its construction of the same shall be final.

(c) With the consent in writing of a majority in interest of the holders of the trust certificates outstanding at the time, the Committee may take any action other than, and in addition to, such as is provided for in this agreement, which the Committee shall unanimously determine to be for the benefit of the Bondholders.

(d) The Committee shall, also, have power, whenever it may think proper, to abandon this agreement, or any plan, or reorganization adopted by it; and, in case this agreement is abandoned by the Committee, the bonds and coupons deposited hereunder shall be returned to the holders upon payment, within the limit hereinbefore provided, of their pro rata share of the expenses incurred.

12. The Committee and its members shall not be liable for the act of any agent, or attorney, selected with reasonable discretion; nor shall any member of the Committee be liable for the acts of any other member, nor for anything but his own wilful misconduct. It is expressly understood that the Committee assumes no responsibility for the execution of this agreement, or the plan to be adopted hereunder; but the members undertake, in good faith, to endeavor to execute the same.