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 depositors 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 by virtue of the provisions of any of said Deposit Agreements; and within ten days after the first publication of such notice and/or such further time as the provisions of said respective Deposit Agreements allow to the Depositors thereunder, all Depositors affected thereby may, to the extent and in the manner herein and/or in said respective Deposit Agreements permitted, exercise the rights of dissent and, to the extent and in the manner so permitted, may surrender their respective certificates of deposit therefor to the Depositary under this agreement or to the Depositary issuing the same, and withdraw their bonds or stock of such particular class or claims, or the proceeds thereof, or the substitutes therefor, then under the control of the Reorganization Managers, and/or the respective Committees, to the amount indicated in such certificates; provided, however, in every case of such surrender and withdrawal the holders of certificates of deposit severally shall make payment of their shares of the disbursements and expenses, liabilities and compensation of the Reorganization Managers as apportioned by such Reorganization Managers, and shall also make payment of their pro rata share of the disbursements and expenses, liabilities and compensation of the Committee with which their securities were originally deposited if so required by such Committee. Every such holder of a certificate of deposit by such surrender and withdrawal shall thereupon without any further act be released from the Plan and Agreement and shall cease to have any rights thereunder, and the exercise of such right of surrender and withdrawal shall release and discharge the Reorganization Managers, the Reorganization Committee, the respective Committees and all Depositaries from all liability of every character to every such withdrawing Depositor. Every Depositor having the rights of dissent, surrender, and/or withdrawal as aforesaid who shall not so dissent, surrender or withdraw within the time allowed as above shall be deemed to have assented to the proposed change or modification and, whether or not otherwise objecting, shall be bound thereby as fully and effectively as if he had actually assented thereto. Any change or modifications made by the Reorganization Managers as herein provided shall be part of the Plan, and all provisions and references concerning the Plan shall apply to the Plan as so changed and modified. In every case of withdrawal herefrom of stock or claims pursuant to this Article, the Reorganization Managers shall apportion to the deposited stock and claims the share of their compensation, disbursements and expenses in the opinion of the Reorganization Managers fairly chargeable to the stock and claims, and any such apportionment made by the Reorganization Managers shall be binding upon all Depositors and shall be a charge upon the deposited stock and claims and the proceeds thereof. In case the Reorganization Managers shall abandon the Plan, the deposited securities, or the avails thereof, or any securities, claims or other property representative thereof then under the control of the Reorganization Managers, shall be delivered to the several depositors, respectively, in amounts representing their respective interests, upon surrender of their respective certificates of deposit properly endorsed, but any securities deposited under the Agreements mentioned on page 1 of the Plan shall continue to be held and dealt with by the respective Committees and Depositaries thereunder subject to the terms of said respective Agreements. In any such case of withdrawal or release herefrom any moneys paid by the Depositors of stock or claims pursuant to the provisions of the Plan, or any notes, bonds, coupons, receivers' certificates or other obligations, claims or property acquired therewith, or the proceeds thereof, remaining after deducting the share of the disbursements and expenses made and incurred by the Reorganization Managers and apportioned to the Depositors of stock or claims who shall have so paid, shall be distributed or adjusted equitably among the respective holders of certificates of deposit representing the stock or claims in respect whereof such payment shall have been made; but the Reorganization Managers shall not be liable for the loss of any such money by them disbursed for the purposes of this Plan or Agreement, or for the depreciation in value of any property or security by them acquired or received; and the Depositors of stock or claims who shall have made payments pursuant to the Plan shall have no claim for the repayment of any such moneys, except to the extent of their shares (as apportioned by the Reorganization Managers) of such moneys, or their proceeds, remaining in the hands of the Reorganization Managers or under their control, after payment of such disbursements and expenses. Nothing in this paragraph 19 contained or in any other paragraph of this Agreement contained shall be deemed to override or change the provisions of any Deposit Agreement referred to in the Plan, and in case of any inconsistency between the terms and provisions of this Agreement and any such Deposit Agreement, the latter shall prevail and the Reorganization Managers and Reorganization Committee, respectively, shall do all things necessary to enable the several Committees mentioned in the Plan to comply with the provisions of the Agreements under which they were respectively constituted, in case of change, modification or abandonment of a plan for reorganization or in any other case.