Common use of Compensation and Costs of Administration Clause in Contracts

Compensation and Costs of Administration. The Liquidation Trustee shall receive fair and reasonable compensation for his or her services in accordance with Schedule A, which shall be charged against and paid out of the Liquidation Trust Assets (subject to the limitations set forth in this Agreement and the Plan), provided, that no compensation may be paid to the Liquidation Trustee or his or her professionals unless and until the following procedures have been followed with respect to any individual request for compensation: (i) the Liquidation Trustee shall submit to the Liquidation Trust Supervisory Board a statement or statements (“Statements”) reflecting all fees (itemized, as applicable, to indicate the individual performing services, such individual’s billable rate, a description of the services performed, the time spent, and the fees incurred) and itemized costs to be reimbursed, (ii) the amount reflected in any such Statements may be paid by the Liquidation Trust after seven (7) days after the delivery of the Statements as specified in clause (i) above, unless prior to the expiration of such seven-day period, the Liquidation Trust Supervisory Board shall have objected in writing to any compensation reflected in the Statement, in which case the undisputed amounts may be paid and the disputed amounts may only be paid by agreement of the Liquidation Trust Supervisory Board, or pursuant to order of the Bankruptcy Court, which shall retain jurisdiction over all disputes regarding the Liquidation Trustee’s and his or her professionals’ compensation. All costs, expenses, and obligations, including filing fees, incurred by the Liquidation Trustee (or professionals who may be employed by the Liquidation Trustee in administering the Liquidation Trust, in carrying out their other responsibilities under this Agreement, or in any manner connected, incidental, or related thereto) shall be paid from the applicable Liquidation Trust Assets prior to any distribution to the Liquidation Trust Beneficiaries (subject to the limitations set forth in this Agreement and the Plan). If the cash in the Liquidation Trust shall be insufficient to compensate and reimburse the Liquidation Trustee or the members of the Liquidation Trust Supervisory Board, as the case may be, for any amounts to which they are entitled hereunder, then the Liquidation Trustee is hereby authorized to reduce to cash that portion of the Liquidation Trust Assets that are causes of action necessary so as to effect such compensation and reimbursement, subject to the terms of the Plan.

Compensation and Costs of Administration. The Liquidation GUC Trustee shall receive fair be compensated hourly with actual expenses reimbursed, or on such other reasonable terms as determined initially by the Creditors’ Committee and reasonable compensation for his or her services in accordance with Schedule Athen by GUC Trust Oversight Committee, which as appropriate; provided, however, that the GUC Trustee shall be charged against compensated and paid out of the Liquidation Trust Assets (subject to the limitations set forth in this Agreement and the Plan), provided, that no compensation may be paid to the Liquidation Trustee or his or her professionals unless and until the following procedures have been followed with respect to any individual request for compensation: (i) the Liquidation Trustee shall submit to the Liquidation Trust Supervisory Board a statement or statements (“Statements”) reflecting all fees (itemizedreimbursed, as applicable, to indicate for services provided and expenses incurred in connection with the individual performing services, such individual’s billable rate, a description formation and implantation of the services performedGUC Trust prior to the Effective Date, on such terms as previously agreed to by the GUC Trust Advisory Committee and the GUC Trustee. Subsequent to the establishment of the initial compensation terms, the time spentGUC Trustee, with the prior written approval of the GUC Trust Oversight Committee, may agree to modify the compensation structure. The GUC Trustee may retain and compensate professionals as provided for in Section 3.3 of this GUC Trust Agreement. The reasonable fees and actual and necessary expenses of such professionals, the fees incurred) GUC Trustee and itemized costs to be reimbursed, (ii) the amount reflected in any such Statements may disbursing agent shall be paid by the Liquidation GUC Trustee upon each monthly submission of a fee statement to the GUC Trustee and/or the GUC Trust after seven (7) Oversight Committee, as applicable, in accordance with the following procedures. The GUC Trustee shall deliver his or her invoices or fee statements to the GUC Trust Oversight Committee before payment from the GUC Trust Assets therefor shall be allowed. Any professionals retained by the GUC Trustee pursuant to this GUC Trust Agreement shall deliver their invoices or fee statements to the GUC Trustee and the GUC Trust Oversight Committee before payment from the GUC Trust Assets therefor shall be allowed. Any Entity selected as disbursing agent by the GUC Trustee pursuant to this GUC Trust Agreement and the Settlement shall deliver their invoices or fee statements to the GUC Trustee and the GUC Trust Oversight Committee before payment from the GUC Trust Assets therefor shall be allowed. The GUC Trustee and GUC Trust Oversight Committee, as applicable, shall have 15 days after from the delivery of the Statements as specified in clause (i) above, unless prior any invoice or fee statement to provide notice of an objection to the expiration fee statement to the professional or Entity seeking compensation or reimbursement of such seven-day periodexpenses (including the GUC Trustee). For an objection to be valid, the Liquidation Trust Supervisory Board it shall have objected be in writing and set forth in detail the specific fees objected to any compensation reflected in the Statement, in which case the undisputed amounts may be paid and the disputed amounts may only be paid by agreement basis for the objection. The uncontested portion of the Liquidation Trust Supervisory Board, or pursuant to order of the Bankruptcy Court, which shall retain jurisdiction over all disputes regarding the Liquidation Trustee’s and his or her professionals’ compensation. All costs, expenses, and obligations, including filing fees, incurred by the Liquidation Trustee (or professionals who may be employed by the Liquidation Trustee in administering the Liquidation Trust, in carrying out their other responsibilities under this Agreement, or in any manner connected, incidental, or related thereto) each invoice shall be paid from the applicable Liquidation Trust Assets prior to any distribution within 25 days after its original delivery to the Liquidation Trust Beneficiaries (subject GUC Trustee. Any objection that remains unresolved 15 days after it is made shall be submitted to the limitations set forth in this Agreement and the Plan). If the cash in the Liquidation Trust shall be insufficient to compensate and reimburse the Liquidation Trustee or the members of the Liquidation Trust Supervisory Board, as the case may be, Bankruptcy Court for any amounts to which they are entitled hereunder, then the Liquidation Trustee is hereby authorized to reduce to cash that portion of the Liquidation Trust Assets that are causes of action necessary so as to effect such compensation and reimbursement, subject to the terms of the Planresolution.

Compensation and Costs of Administration. The Liquidation Litigation Trustee shall receive fair and reasonable compensation for his or his/her services in accordance with Schedule Ahis/her customary rates, which shall be set forth in the Confirmation Order (or a subsequent order of the Bankruptcy Court in the event of any modifications to the Litigation Trustee’s compensation) and charged against and paid out of the Liquidation Litigation Trust Assets (subject to the limitations set forth in this Agreement and the MRC/Marathon Plan), provided, that no compensation may be paid to the Liquidation Litigation Trustee or his or her professionals unless and until the following procedures have been followed with respect to any individual request for compensation: (i) no more frequently than monthly and no less frequently than quarterly, the Liquidation Litigation Trustee shall submit to the Liquidation Litigation Trust Supervisory Board a statement or statements (“StatementsStatement”) reflecting all fees (itemized, as applicable, to indicate the individual performing services, such individual’s billable rate, a description of the services performed, the time spent, and the fees incurred) and itemized costs to be reimbursed, (ii) the amount reflected in any such Statements Statement may be paid by to the Liquidation Trust Litigation Trustee after seven (7) 20 days after the delivery of the Statements Statement as specified in clause (i) above, unless prior to the expiration expiry of such seven20-day period, the Liquidation Litigation Trust Supervisory Board shall have objected in writing to any compensation reflected in the Statement, in which case the undisputed amounts may be paid and the disputed amounts may only be paid by agreement of the Liquidation Trust Supervisory BoardLitigation Trustee and the objecting party, or pursuant to order Final Order of the Bankruptcy Court, which shall retain exclusive jurisdiction over all disputes regarding the Liquidation Litigation Trustee’s and his or her professionals’ compensation. All costs, expenses, and obligations, including without limitation filing fees, incurred by the Liquidation Litigation Trustee (or professionals who may be employed by the Liquidation Litigation Trustee in administering the Liquidation Litigation Trust, in carrying out their other responsibilities under this Agreement, or in any manner connected, incidental, or related thereto) shall be paid from the applicable Liquidation Litigation Trust Assets prior to any distribution to the Liquidation Trust Beneficiaries (subject to the limitations set forth in this Agreement and the MRC/Marathon Plan). If the cash in the Liquidation Trust shall be insufficient to compensate and reimburse the Liquidation Trustee or the members of the Liquidation Trust Supervisory Board, as the case may be, for any amounts to which they are entitled hereunder, then the Liquidation Trustee is hereby authorized to reduce to cash that portion of the Liquidation Trust Assets that are causes of action necessary so as to effect such compensation and reimbursement, subject to the terms of the Plan.

Compensation and Costs of Administration. The Liquidation Liquidating Trustee shall receive fair be compensated hourly with actual expenses reimbursed, or on such other reasonable terms as determined initially by the Creditors' Committee and reasonable compensation for his or her services in accordance with Schedule Athen by Post-Confirmation Oversight Committee, which as appropriate; provided, however, that the Liquidating Trustee shall be charged against compensated and paid out of the Liquidation Trust Assets (subject to the limitations set forth in this Agreement and the Plan), provided, that no compensation may be paid to the Liquidation Trustee or his or her professionals unless and until the following procedures have been followed with respect to any individual request for compensation: (i) the Liquidation Trustee shall submit to the Liquidation Trust Supervisory Board a statement or statements (“Statements”) reflecting all fees (itemizedreimbursed, as applicable, to indicate for services provided and expenses incurred in connection with the individual performing services, such individual’s billable rate, a description formation and implementation of the services performedLiquidating Trust prior to the Effective Date, on such terms as previously agreed to by the Liquidating Trustee. Subsequent to the establishment of the initial compensation terms, the time spentLiquidating Trustee, with the prior written approval of the Post-Confirmation Oversight Committee, may agree to modify the compensation structure. The Liquidating Trustee may retain and compensate professionals as provided for in Section 3.3 of this Liquidating Trust Agreement. The reasonable fees and actual and necessary expenses of such professionals, the fees incurred) Liquidating Trustee and itemized costs to be reimbursed, (ii) the amount reflected in any such Statements may disbursing agent shall be paid by the Liquidation Liquidating Trustee upon each monthly submission of a fee statement to the Liquidating Trustee and/or the Post-Confirmation Oversight Committee, as applicable, in accordance with the following procedures. The Liquidating Trustee shall deliver his or her invoices or fee statements to the Post-Confirmation Oversight Committee before payment from the Liquidating Trust after seven (7) Assets therefor shall be allowed. Any professionals retained by the Liquidating Trustee pursuant to this Liquidating Trust Agreement shall deliver their invoices or fee statements to the Liquidating Trustee and the Post-Confirmation Oversight Committee before payment from the Liquidating Trust Assets therefor shall be allowed. Any Entity selected as disbursing agent by the Liquidating Trustee pursuant to this Liquidating Trust Agreement shall deliver their invoices or fee statements to the Liquidating Trustee and the Post-Confirmation Oversight Committee before payment from the Liquidating Trust Assets therefor shall be allowed. The Liquidating Trustee and Post-Confirmation Oversight Committee, as applicable, shall have 15 days after from the delivery of the Statements as specified in clause (i) above, unless prior any invoice or fee statement to provide notice of an objection to the expiration fee statement to the professional or Entity seeking compensation or reimbursement of such seven-day periodexpenses (including the Liquidating Trustee). For an objection to be valid, the Liquidation Trust Supervisory Board it shall have objected be in writing and set forth in detail the specific fees objected to any compensation reflected in the Statement, in which case the undisputed amounts may be paid and the disputed amounts may only be paid by agreement basis for the objection. The uncontested portion of the Liquidation Trust Supervisory Board, or pursuant to order of the Bankruptcy Court, which shall retain jurisdiction over all disputes regarding the Liquidation Trustee’s and his or her professionals’ compensation. All costs, expenses, and obligations, including filing fees, incurred by the Liquidation Trustee (or professionals who may be employed by the Liquidation Trustee in administering the Liquidation Trust, in carrying out their other responsibilities under this Agreement, or in any manner connected, incidental, or related thereto) each invoice shall be paid from the applicable Liquidation Trust Assets prior to any distribution within 25 days after its original delivery to the Liquidation Trust Beneficiaries (subject Liquidating Trustee. Any objection that remains unresolved 15 days after it is made shall be submitted to the limitations set forth in this Agreement and the Plan). If the cash in the Liquidation Trust shall be insufficient to compensate and reimburse the Liquidation Trustee or the members of the Liquidation Trust Supervisory Board, as the case may be, Bankruptcy Court for any amounts to which they are entitled hereunder, then the Liquidation Trustee is hereby authorized to reduce to cash that portion of the Liquidation Trust Assets that are causes of action necessary so as to effect such compensation and reimbursement, subject to the terms of the Planresolution.