4. The deposit of bonds hereunder or acceptance of a certificate of deposit therefor will be deemed the equivalent of execution of this agreement and all Depositors will be subject to and bound by the provisions of this agreement in the same manner and with the same effect as if they had executed the same.

5. The Depositary will hold and deal with the deposited bonds subject to and in accordance with the orders of the Committee, and shall incur no liability for anything done or permitted to be done at the request or direction of the Committee. The Depositary may resign by giving to the Chairman of the Committee, or to any two members of the Committee, a notice of resignation, at least ten days before such resignation becomes effective, unless the Committee shall waive such notice or accept a shorter notice. The Depositary may at any time be removed by the Committee. The Depositary who shall resign or be removed, upon the payment of all charges and moneys due to it, may deliver to or upon the order of the Committee the deposited bonds and any other property held by it for account of the Committee or the Depositors. The Depositary shall not be liable for any action taken in good faith in the belief that the Depositor of any bond is the lawful owner and holder thereof.

6. The Committee may act by a majority thereof, either at a meeting or in writing without a meeting. Any member may vote or act by proxy appointed in writing, who may be another member of the Committee, or any other person approved by the Committee. The Committee may appoint new members so as to increase their number, or to fill vacancies occurring by death, resignation, or otherwise. The Committee may appoint a secretary who need not be a member of the Committee,

7. The members of the Committee are entitled to reasonable compensation for their services, such compensation to be included and treated as part of the expenses of the Committee. The obligations and expenses of the Committee will be a charge upon all property at any time held by the Committee, prior and superior to the rights and interests of the Depositors.

8. The members of the Committee shall hold all property as joint tenants and not as tenants in common, the title, rights and powers of the Committee being vested exclusively in those persons who, for the time being, are members of the Committee. No member of the Committee shall be responsible or liable for the act or omission of any other member, nor shall the Committee or any member thereof be responsible or liable for the act or omission of any agent or employee selected in good faith, nor for any error of judgment, of fact, or of law, nor for anything except its or his own willful misconduct. Any member of the Committee may deposit bonds and become a Depositor hereunder.

9. The Committee shall have power, from time to time, in the manner and subject to the right of withdrawal hereinafter provided, to amend this agreement, so as to provide for the reorganization or readjustment of the Traction Company or the Railway Company or both, or the disposition of the deposited bonds, the pledged securities or any other property acquired by the Committee, or so as to enlarge the powers of the Committee, or make any other change in or addition to this agreement. The Committee in such case shall file with the Depositary a copy of any proposed amendment and give to the Depositors notice thereof with a copy of the amendment, and, within twenty days after the giving of such notice, any Depositor may file with the Depositary written objection to the amendment. Within twenty days after the expiration of such time for filing objections, the Committee may adopt the amendment and give notice thereof to the Depositors, and thereupon the amendment will become effective and binding upon all Depositors;

Provided, however, that if Depositors representing thirty per cent. in face amount of the deposited bonds file with the Depositary objections to the amendment and the Committee gives notice of adoption thereof, within the times provided therefor respectively, any Depositor so objecting will have the rights within twenty days after the giving of such notice of adoption, to withdraw from this agreement, and to receive the bonds represented by his certificate of deposit (such bonds, in case of a sale of the pledged securities, being appropriately stamped to show payment thereon of a distributive share of the proceeds of such sale) and his proportionate share of all other property then held by the Committee, upon surrendering to the Depositary his certificate of deposit, properly endorsed, and paying to the Committee such amount as it may determine to be his proportionate share of its obligations and expenses incurred up to that time.

10. If the Committee shall at any time conclude that there is no longer any occasion for continuing this agreement, it may terminate the same by giving notice thereof to the Depositors, and thereupon each Depositor will be entitled to receive the bonds represented by his certificate of deposit (such bonds, in case of a sale of the pledged securities, being appropriately stamped to show payment thereon of a distributive share of the proceeds of such sale) and his proportionate share of all other property then held by the Committee, upon surrendering to the Depositary his certificate of deposit, properly endorsed, and paying to the Committee his proportionate share of its obligations and expenses.

11. Any notice which the Committee may desire to give to Depositors shall be given sufficiently and completely if it is published in two newspapers of general circulation in the City of New York and mailed in the City of New York to each Depositor who has furnished an address to the Committee, at the last address so furnished.

12. The Committee may in its discretion waive any condition or requirement herein contained and may, in individual cases, permit the deposit or withdrawal of bonds upon such terms and conditions, other than those herein provided, as the Committee shall deem to be just and expedient.

13. If at the time of the withdrawal of any Depositor from, or the termination of, this agreement, the Committee shall hold any property which cannot conveniently be divided into the shares which the several Depositors, or any thereof, may be entitled to receive as provided in paragraph 9 or paragraph 10 hereof, the Committee, in lieu of delivering to any Depositor his proportionate share of such property, may, by its own appraisal, fix the value of such share and pay to such Depositor the cash equivalent thereof, or may sell such property in such manner and at such price as it shall deem to be fair and proper, and may pay to such Depositor his proportionate share of the cash proceeds thereof. No Depositor who, in case of withdrawal from or termination of, this agreement, accepts the bonds represented by his certificate of deposit and what the Committee tenders to him as his proportionate share of the other property then held by it, shall thereafter have any right or interest in this agreement, or in any property held by the Committee, or any right or claim against the Committee.

14. The Committee owes no duty or obligation to anybody other than holders of record of certificates of deposit for bonds deposited hereunder, and will be entitled for all purposes to treat each holder of record of such a certificate as the absolute owner thereof and the only person entitled to the rights and interests represented thereby.

15. Unless the contrary appears to have been intended, words in the plural number shall include the singular thereof, and vice versa, and words of the male gender shall include the female and neuter genders, and vice versa.

16. In case of any doubt or ambiguity as to the meaning of any provision of this agreement, the interpretation thereof by the Committee made in good faith shall be conclusive and binding upon the Depositors. The enumeration of specific powers shall not be construed to limit the scope of any general powers hereby conferred upon the Committee.

17. The undersigned, named as the Committee hereunder, agree to act as such Committee.

In Witness Whereof, the members of the Committee have executed this agreement the day and year first above written and have filed the same with the Depositary.