interests of the depositors, or in case of any other change or modification which the committee in its discretion shall desire to submit to the depositors for approval, a copy of any such plan or of any new or substituted plan, or a statement of such change or modification, or of any such matter so to be submitted to the depositors, shall be filed with the depositary, and thereupon a copy of such plan or statement, with a brief notice of its adoption by the committee and its filing with the depositary, shall be prepared and mailed by the committee to each of the depositors, addressed to them at the addresses which they shall have given in writing to the depositary, and the mailing of such notice shall be deemed to be and shall be sufficient and conclusive notice to all depositors as of the date of such mailing of the preparation or approval and adoption of such plan or of such new or substituted plan, or of such change or modification by the committee and of the filing thereof with the depositary, and of all of the terms and conditions thereof.

Withdrawal from agreement.

Within ten days after the mailing of such notice and such plan or statement any holder of an outstanding certificate of deposit may surrender his certificate of deposit to the depositary and may withdraw the deposited securities in respect of which such surrendered certificate was issued, or the substitutes for or proceeds of such securities then under the control of the committee; provided, however, that in every case of such withdrawal the certificate holder shall pay to the depositary, to the credit of the committee, a sum equal to his ratable share of the disbursements, expenses and liabilities of the committee as apportioned by it among the deposited securities. Every holder of a certificate of deposit so withdrawing shall thereupon, without any further act, be released from this agreement and from such plan and shall cease to have any rights thereunder, and the securities. represented by such certificate of deposit shall be released therefrom, and the exercise of such right of withdrawal shall release and discharge the committee and the depositary from all liability of every character to any such withdrawing holder of a certificate of deposit. Every depositor not so withdrawing within such ten days shall be deemed to have assented to the proposed plan, and, whether or not otherwise objecting, shall be bound thereby as fully and effectually as if he had actually assented thereto. In any case of withdrawal or release of securities from this agree

ment, or upon the final termination of this agreement, the committee, shall apportion to the deposited securities the share of such disbursements, liabilities and expenses which in the opinion of the committee is fairly chargeable to such securities, and any such apportionment made by the committee shall be binding upon all depositors and shall be a charge upon the deposited securities and the avails thereof.

Operation and construction of agreement.

(i) To declare operative this agreement and any plan prepared thereunder, or any modified or substituted plan, to construe this agreement, to supply any defect or omission therein, and to reconcile inconsistencies therein, all to be done in such way and manner, and to such extent, as the committee, in its sole judgment and discretion, may deem necessary or expedient in order to carry out this agreement.

Contracts with depositary or syndicate.

(j) To make or adopt, from time to time, contracts with the depositary, or with syndicates, or others, to carry out the provisions of this agreement; and to form, or procure the formation of, any syndicate or syndicates which the committees may deem necessary or convenient for that purpose.

Attorneys-Engineers-Accountants-Experts.

(k) To employ such counsel, attorneys, engineers, accountants, experts, agents, and employees as the committee, in its sole discretion and judgment may deem necessary, proper or useful; to incur and pay all costs, attorneys' and solicitors' fees, expenses, disbursements, and outlays of every kind, name, nature and description, which the committee, in its discretion, may deem necessary or proper in and about exercising the powers and authority given to and vested in it by this agreement

Appointment of secretary.

(1) To appoint a secretary, and assistant secretary, to keep a record of its acts, doings and proceedings, and to appoint a treasurer, to keep its money, securities, and other property, and to remove such secretary, assistant secretary and treasurer at pleasure.

Transfer of deposited bonds.

(m) To transfer the deposited bonds, or cause the same to be transferred, into the name of the committee, or its nominee; to attend all meetings, whether of stockholders, or of bondholders,

or of depositors, or otherwise, and to vote on all questions that may come before such meetings.

Lien of committee and depositary.

The committee (and the depositary) shall have a first lien upon the bonds and coupons deposited hereunder, and upon any property acquired by the committee under the provisions hereof, as security for the payment of any costs, attorneys' and solicitors' fees, expenses, disbursements, outlays, and compensation hereunder.

Form 3301.

Bondholders' Protective Agreement-Powers of CommitteeAnother Form.

Receiver's certificates-Issuance.

The committee may consent to the issuance of receiver's certificates in any action in which a receiver or trustee has been or may hereafter be appointed.

Resignation of trustee-Filling vacancy.

The committee may accept the resignation of any trustee and may remove any trustee by instrument in writing or otherwise, in accordance with the terms of the aforesaid mortgage, and take such steps as may be necessary to appoint a new trustee or trustees; and may act as trustees for bondholders.

Compositions or settlements.

The committee may make any composition, settlement, adjustment or other agreement it may deem proper in any matter relating to said bonds, or relating to any claims or litigation directly or indirectly affecting said bonds, notes, obligations, or the stock or property of the company, or for the purpose of carrying out the provisions of this agreement.

Concerning inferior mortgages.

The committee may authorize the deposit with the depositary of any notes or other obligations secured by a second or other mortgage which is inferior to the lien of the first mortgage hereinbefore mentioned, and may authorize the deposit of stock of The United States Apartments Company or any other claims against said company or its property or any property or company connected therewith, and may fix the terms and conditions. of such deposit. The powers and duties of the committee re

specting the notes, obligations, claims and/or stock so deposited shall be stated in any such deposit agreement and may be powers and duties of any nature or extent not inconsistent with the general purpose and intent of this agreement. The committee shall notify the depositary in writing concerning the authorization of any such deposit and shall approve the form of depositary's receipt.

Abandoning agreement.

The committee shall have power, whenever it shall deem proper, to abandon this agreement and to return the deposited bonds to the holders of the depositary's receipts.

Expenses and employments.

The committee shall have power to employ such depositaries, attorneys, agents or employees and incur such other expenses as it may deem necessary, payment for all of which shall be charged, pro rata, against the deposited bonds, and said bonds. may be pledged to borrow or procure money for such purposes. Liability of depositors.

The committee shall have no powers to personally bind or obligate the depositors, and said depositors shall not be or become liable for any expenses incurred by the committee.

Construing and amending agreement.

The committte may construe this agreement, and any construction of the same by the committee, made in good faith, shall be final, conclusive and binding upon all the parties, and the committee may make such amendments or additions to this agreement as may be deemed necessary to carry out the purpose and intent hereof.

Carrying on agreement.

The committee, in general, may do such acts as in its uncontrolled discretion it may deem judicious and proper in order to carry out fully and effectually the purposes of this agreement.

Reorganization plan and agreement.

The committee is further authorized and empowered in its discretion, either before or after any sale of the property of the company to adopt or approve a plan or agreement for the reorganization or readjustment of the interests of all or any of the bondholders, stockholders, creditors and parties interested in the said company, which plan or agreement may provide for the purchase of the property of the said company at foreclosure

or other sale, for the organization of a new company or companies to acquire such property, for the use, exchange, subordination, disposition and distribution of all or any of the stock or bonds of such new company, for raising any sums in cash deemed necessary for additions, improvements, fixtures, machinery, apparatus, working capital, expenses and other purposes, and any such plan or agreement for reorganization may contain any terms, provisions or conditions and may confer upon the committee or upon any other committee designated in such plan or agreement, any powers which the committee hereunder may deem reasonable and proper, full power and discretion in that behalf being hereby conferred upon the committtee.

Form 3302.

Bondholders' Protective Agreement-Application for Receiver

ship.

The committee may apply for or join with others in applying for or consenting to the appointment or removal of, a receiver or receivers of the railway company or of any or all of the properties of the railway company, or the appointment of any new receiver or receivers to act in addition to or in place of any such receiver or receivers, and in general may take all and singular such actions and proceedings as shall seem to it necessary or proper for the protection of the interests of the depositors, either in their several names and stead or in the name of the committee or otherwise, as the committee may in its judgment deem judicious and proper; may discontinue, compromise or settle, or cause to be discontinued, compromised or settled any and all actions and proceedings relating to or affecting the railway company or any of the properties of the railway company, or of any allied or successor company; may consent to the issue in any action or proceeding of receivers' certificates or trustees' certificates which shall be a charge, in any degree of priority, upon property of the railway company and authorize and direct that such consent shall be given by the trustee under the indenture, and may purchase or acquire all or any certificates issued by any receivers appointed of the railway company or of its property.

Underwriting purchase-money bonds.

In the event of any purchase of any property which the committee may acquire hereunder the committee may arrange