27. The Committee, as at any time constituted, and notwithstanding any vacancy, shall have all the powers, rights and interests of the Committee as originally formed. The Committee may from time to time add to its numbers by election by the votes of a majority of its members as from time to time constituted, of an additional member or additional members, not to exceed five in number, and the member or members so elected shall have all the powers of the Committee under this agreement, and, together with those herein named or their successors, shall constitute such Committee, with the like force and effect as if they were specifically herein named as parties of the second part. Any member of the Committee may resign by filing written notice of his resignation with the
Chairman of the Committee, or with...................., the Depositary, or any successor Depositary. In case at any time a vacancy shall occur in the Committee by death, resignation or otherwise, such vacancy may, but need not, unless the number of said Committee would thereby be reduced to less than two, be filled by a majority of the other members of the Committee by the selection and appointment of a successor to fill such vacancy. Should the number of the Committee at any time be reduced to less than two, through death, resignation or otherwise, one vacancy may be filled by a majority in amount of the depositors. Any successor member of the Committee shall have and may exercise all the powers and authority under this agreement previously possessed by the person in whose place he shall have been elected or appointed, and to the same extent and effect as if he were herein named as one of the Committee.
28. The Committee may act by a majority of its members either at a meeting or in writing without a meeting. Any member of the Committee may vote or act by proxy (who may, but need not, be another member of the Committee), and the vote or act of such proxy shall be as effective as the vote or act of such member appointing such proxy. Subject to the provisions hereof, the Committee .may in its absolute discretion fix its rules of action and procedure, and may elect a Chairman of the Committee and a Secretary, and may define their powers and duties. The Committee may limit or extend the time within which, and fix the conditions under which, deposits may be made under this agreement, and may impose penalties in respect to deposits received after such limit shall have expired, and either generally or in special instances may in its discretion, after the time limit has expired, accept deposits of securities or otherwise obtain the assent of the holders of any securities to this agreement and the terms and conditions thereof, and such power may be exercised by the Committee at any time during the continuance of this agreement. It may determine in its uncontrolled discretion whether or not sufficient securities have been deposited hereunder for this agreement to become operative, and the Committee's written declaration filed with the Depositary that this agreement has become operative shall be conclusive and binding upon all Depositors hereunder. The Committee may also at any time return to the Depositors any given class of securities deposited hereunder by such Depositors, upon such terms as to the Committee seems just, and thereafter the Committee shall act hereunder only for the Depositors of the securities of the class or classes not so returned. The Committee may appoint subcommittees and delegate to them specific powers. The written assent of any member to any act, appointment, resolution, or consent shall have the same effect as if such member had voted for such act, appointment, resolution or consent at a meeting of the Committee; and neither the Committee nor any member thereof shall be under any obligation to take any action which shall in his or their opinion render him or them personally liable unless the assenting depositors shall give him or them good and sufficient indemnity.
29. The Committee shall have the power to employ such Depositaries, counsel, attorneys, agents or employees as in its judgment shall be necessary or useful, and to pay them such compensation as it shall deem proper, and shall be entitled to a reasonable compensation for its services; any plan and agreement of reorganization or readjustment may provide for the payment of all such compensation. Neither the Committee nor any of its members nor the Depositary shall be personally liable for any act or omission of any agent, attorney or employee selected in good faith, nor for any error of judgment or mistake of law, nor for anything other than willful malfeasance. The Depositary in all things hereunder shall be subject to the directions of, and be responsible to, the Committee alone, and shall be fully protected in acting upon the instructions of the Committee. No member of the Committee shall be liable for the act or acts of any other member, nor for anything but his own willful malfeasance.
30. Any member of the Committee and any firm or corporation of which he may be a member or officer, and the Depositary, its officers and agents, may be or become pecuniarily interested in any property or matters which are or may become the subject of this agreement or of any plan and agreement of reorganization or readjustment which the Committee may prepare or approve and adopt as herein provided, and may contract with the Committee or be a member or manager of any other committee or of any syndicate which may contract with the Committee or be formed in contemplation of or in connection with any plan and agreement of reorganization or readjustment of the Company, its affairs and properties.
31. The Committee is hereby authorized and empowered to construe this agreement, and its construction of the same, made in good faith, shall be final, conclusive and binding upon the Depositors and upon the holders of all certificates of deposit. It may supply defects and omissions herein, or may make such modifications as it in its judgment may deem expedient or necessary to carry out the same properly and effectively, and its judgment, as to such expediency or necessity, shall be final. The Committee shall have power, whenever in its judgment it may be advisable, to amend this agreement.