10. The Depositary shall be entitled to such compensation for its services as depositary as the Committee shall fix by agreement with it. All directions or instructions given by the Committee to, or powers conferred by the Committee upon, or acts done by the said Depositary hereunder shall be binding upon the Depositors, notwithstanding the termination of this Agreement, or abandonment or modification hereof, or return of the security. The Depositary may accept without further proof all statements lodged with it by the Committee and act thereon and shall be protected in all actions taken by it in pursuance of the instructions of the Committee.
The Depositary may at any time resign or be removed by a majority vote of the Committee, and the Committee, by such vote, may designate a new depositary. Upon receipt of a copy of such vote, duly authenticated by the Secretary of the Committee, and upon payment of all charges and amounts due such depositary ceasing to act, it shall deliver over to the new depositary all property held by it under the terms of this Agreement and such new depositary shall receive all such property so delivered and shall hold the same under the terms of this Agreement, the same as if the new depositary were the Depositary named in this Agreement.
The Committee may designate other Trust Companies or Banks as sub-depositaries, to receive upon deposit, under the terms of this Agreement, and to receipt as such sub-depositaries, for stock deposited hereunder, and to deliver the Certificates for such stock upon and subject to the order and direction of the Depositary. The Depositary shall not be, in any manner, liable or responsible for or by reason of any act or default of any sub-depositary agent or agents so designated and all parties hereto covenant and agree to indemnify and same said Depositary harmless from any loss or liability that may result to the Depositary by reason of any such designation.
11. The Depositary or sub-depositary shall be bound only to act with reference to the deposited stock or the funds paid to the Depositary or sub-depositary for the Committee or with reference to any matter in connection with this agreement or plan in accordance with the written directions of the Committee or a majority thereof, and the written directions of the Committee or a majority thereof shall be a complete justification for any action or omission to act of the Depositary or sub-depositary. The Depositary or sub-depositary and its attorneys and agents assume no liability for the execution of the purposes of this agreement or any part thereof, nor for any error of judgment. Said Depositary or sub-depositary shall incur no liability whatsoever, except for its gross negligence or wilful misconduct, and shall be protected in acting upon any notice, consent, request, certificate, affidavit, letter, telegram or other paper or document believed by it to be genuine and to have been signed or sent by the proper party.
12. The Committee is authorized and empowered to prepare and adopt and approve a plan or plans for the reorganization or readjustment of the affairs of the Company. It may negotiate with any and all of the holders of securities or obligations of the Company, or any Committee thereof, in respect to the provisions of such plan or the execution thereof on the part of the Depositors. Said plan or plans shall be in such form and contain such terms, powers and conditions as shall to the Committee seem equitable and fair, and may include the appointment of trustees to hold and vote upon the stock, or any part or any class of stock of the Company, or upon the stock or any part or any class of stock of the reorganized corporation, upon such terms and for such time as to the Committee may seem proper. Such plan or agreement may provide for the sale of the properties of the Company, and for the purchase of all or any of the property at any foreclosure or other sale, or the acquisition of other property which, in the opinion of the Committee, may be advantageous for the preservation, improvement, development or protection of the securities deposited with the Committee; for the organization of such corporation or corporations as may be suitable and for the acquisition in any manner by such corporation or corporations of such stock, securities or property; for the issue, disposition and distribution of all or any of the stock or bonds of the new corporation or corporations; and for the raising of any sums in cash deemed necessary by the Committee in its uncontrolled discretion for any of the purposes of the organization or readjustment or for the reorganized corporation or corporations. In the event of the adoption or approval by the Committee of any such plan, a copy thereof shall be filed with the Depositary and a brief notice of the filing of said plan shall thereupon be published by the Committee........a week for
........successive weeks in a newspaper published respectively in each of the following cities:......................., and such filing of said plan and publication of said notice shall be conclusive notice to all Depositors of the adoption of said plan by said Committee. Any Depositor who may not assent to such plan, may, within.......days after the date of the first publication of such notice, withdraw from this Agreement and dissent from such plan at his option, by filing with the Depositary a written notice of his dissent, specifying the dates and numbers of all Certificates of Deposit held by him, and of his desire to withdraw from this Agreement. Upon the filing of such notice of dissent and the payment for the account of the Committee of such sum as the Committee shall, in its discretion, fix as a fair proportion of the expenses and disbursements of the Committee payable by the Depositor so dissenting, on such withdrawal such Depositor shall be fully released from the obligations of this Agreement and shall cease to have any rights hereunder and to be a party hereto and shall be entitled to receive from said Depositary, upon the surrender to it of the Certificates of Deposit held by him with properly executed transfers thereof and upon the payment of all stamp taxes required by law, stock to the amount set forth in the Certificates of Deposit so surrendered.