24. The Reorganization Managers for the purposes of and in conformity with the Plan may dispose of, or consent to the disposition of, any new securities not required for delivery to Depositors, and may use the same or allow the same, or the proceeds thereof, to be used for the purpose of carrying out the reorganization and for the benefit of the New Company in such manner as they may deem expedient and advisable. At or after the time of the creation of the new securities the Reorganization Managers may take such action as they may deem necessary to guard against the issue of securities in any manner or to any extent inconsistent with the purposes of the Plan.

25. The Reorganization Managers may at any time, except as expressly otherwise provided in the Plan, make contracts binding upon the New Company for the acquisition of property for use in the operation of the New Company, or make any other contracts which they may deem advisable in reference to the property of the New Company, or any of the companies mentioned and referred to herein, and generally they may do or cause to be done any and all things which in their opinion will aid in the preservation, improvement or development of any property in which the Old Company has an interest, direct or indirect, and in carrying out the Plan.

26. The amount of the expenses (including counsel fees) and compensation of all Committees is to be determined by agreement between the Reorganization Managers and the respective Committees. If, in any case, no agreement can be reached between the Reorganization Managers and a Committee, the decision is to be made by a majority vote of the Chairmen of the four Committees named in the Plan and a representative of the Reorganization Managers.

27. The Reorganization Managers shall have the control and direction of the Plan and Agreement. The firm of............

shall be the Reorganization Managers. Said firm shall act as a co-partnership, and in case of any change in the membership of said firm, its successor firm, as from time to time constituted, shall continue as Managers, with all the powers, right and title vested in the Reorganization Managers hereunder. In case the Reorganization Managers shall resign, their successors shall be chosen by the Reorganization Committee by unanimous vote and shall be vested with all the powers and charged with all the duties of Reorganization Managers.,

28. The Reorganization Managers and the Reorganization Committee undertake in good faith to endeavor to execute the Plan and Agreement; but they do not assume, nor does any Committee or depositary assume, any personal responsibility for the success of the Plan or Agreement or any part of either, or for the result of any steps taken or acts done thereunder or for the purposes thereof.

29. The Reorganization Managers and the Reorganization Committee and the Committees (and the respective members thereof) shall not, nor shall any of them, nor shall any Depositary, be personally liable for any act or omission of any agent or employee selected by them or any of them, or for any error of judgment or mistake of fact or law, or in any case, except for his, its or their own willful misconduct; and neither the Reorganization Managers nor the Reorganization Committee nor the Committees nor any of them, nor any member thereof nor any Depositary shall be personally liable for the acts or defaults of the others. The Reorganization Managers and the Reorganization Committee may act by any agent and may delegate any authority as well as any discretion to any such agent. The Reorganization Committee, the Reorganization Managers, the Committees, or the Depositaries, or any officer or director thereof, or anyone connected with them, the trustees of any mortgage and any officer or director or person connected with the Old Company or the New Company, may be or become pecuniarily interested without accountability in respect thereof, in any contracts, property or matters with which the Plan or Agreement or the New Company or the Old Company is concerned, including participation in or under any syndicate, whether or not mentioned in the Plan; and any such person or corporation may also become a Depositor under the Plan, and in such event shall have the same rights, benefits and obligations thereunder and in respect of securities of the

New Company to be received, and of all payments to be made thereunder, as other Depositors, and may buy and sell certificates of deposit or undeposited securities in the same manner and with the same rights as any Depositor.

30. The acceptance of new securities by any Depositor shall estop such Depositor from questioning the conformity of such securities in any particular to any provisions of the Plan, or the propriety or expediency of any act done or arrangement made in carrying the Plan into effect.

31. The Reorganization Managers may appoint a successor or successors to................as Depositaries. Any direction given by the Reorganization Managers shall be full and sufficient authority for any action of any Depositary or other custodian or agent.

32. The accounts of the Reorganization Managers shall be filed with the board of directors of the New Company within one year after the reorganization shall have been completed, unless a longer time shall have been granted by the board of directors thereof. Such accounts, unless disapproved by such board of directors within sixty days after such filing, shall be final, binding and conclusive upon all parties having any interest therein; and thereupon the Reorganization Managers and the Reorganization Committee shall be discharged.

33. The enumeration of specific powers hereby conferred shall not be construed to limit or restrict the general powers herein conferred or intended so to be, and it is hereby distinctly declared that it is intended to confer on the Reorganization Managers in respect of all securities and claims deposited or to be deposited hereunder or assenting hereto and in all other respects, any and all powers which the Reorganization Managers may deem necessary or expedient in or towards carrying out or promoting the Plan and Agreement in any respect as now existing, or as the same may be modified or amended, even though any such power be apparently of a character not now contemplated; and the Reorganization Managers may exercise any and every such power as fully and effectually as if the same were herein distinctly specified, and as often as, for any cause or reason, they may deem expedient. The methods and means to be adopted for or towards carrying out the Plan and Agreement shall be entirely discretionary with the Reorganization Managers.