Common use of Expense Reimbursement and Compensation Clause in Contracts

Expense Reimbursement and Compensation. (i) The Trust Property shall be subject to the claims of the Trustee and the costs and expenses of the Litigation Trust, including, but not limited to, the reasonable fees and reasonable expenses of the Trustee and its retained professionals, representatives, agents, and employees, including obligations under the Special Fee Arrangement. The Trustee shall be entitled to reimburse itself out of any available cash in the Litigation Trust for its actual reasonable out-of-pocket expenses and for any and all losses, liabilities, expenses, or damages that the Trustee may, in good faith and without willful misconduct, gross negligence, or fraud, sustain in the exercise and performance of any of the powers and duties of the Trustee under this Litigation Trust Agreement. As compensation for the performance of its duties, the Trustee will be entitled to compensation pursuant to that certain engagement letter (“Litigation Trustee Engagement Letter”) dated February 14, 2011; provided, however, that the Trustee shall not be entitled to any compensation that, taken together with other Trust expenditures, exceeds the applicable Authorized Expenditure Level and permited departures therefrom established pursuant to subsection 6(h), and nothing in the Litigation Trustee Engagement Letter will be deemed to modify or limit any provision of this Litigation Trust Agreement, including but not limited the authority of the Trust Advisory Board to remove the Trustee for cause pursuant to subsection 8(ii). The Litigation Trustee Engagement Letter may be modified only by joint agreement of the Trustee and the Trust Advisory Board. The Trustee, its professionals (other than those of its attorneys retained in accordance with the Special Fee Arrangement), its agents, and its employees may be compensated on a nunc pro tunc basis, for work performed prior to the Effective Date, upon the agreement of the Trust Advisory Board. Notwithstanding anything herein, nothing in this paragraph shall authorize the payment of (x) any fees, costs or expenses incurred in connection with the prosecution of the Anadarko Litigation prior to the Effective Date or (y) any fees, costs, or expenses to the attorneys for the Litigation Trust not specifically provided for in the Special Fee Arrangement (except as provided at 4(c)(ii), above). (ii) If the cash in the Litigation Trust shall be insufficient to pay the expenses and liabilities of the Trust, including but not limited to any obligation to compensate and reimburse the Trustee, the Trust Advisory Board or any members thereof, or any professionals authorized to be compensated or reimbursed by this Litigation Trust Agreement for any amounts to which they are entitled, then the Trustee is hereby authorized, with the written approval of the Trust Advisory Board, to reduce to cash that portion of the Trust Property necessary to effect such compensation and reimbursement.