Compensation of the Liquidating Trustee Clause Samples

Compensation of the Liquidating Trustee. (a) The Liquidating Trustee, if other than a General Partner, shall be entitled to receive such compensation for its services as Liquidating Trustee as may be approved by a majority in interest of the Limited Partners. The Liquidating Trustee shall agree not to resign at any time without 60 days prior written notice and, if other than a General Partner, may be removed at any time, with or without cause, by written notice of removal approved by a majority in interest of the Limited Partners. (b) Upon dissolution, removal or resignation of the Liquidating Trustee, a successor and substitute Liquidating Trustee (who shall have and succeed to all rights, powers and duties of the original Liquidating Trustee) shall be approved within 90 days thereafter by a majority in interest of the Limited Partners. The right to appoint a successor or substitute Liquidating Trustee in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidating Trustee are authorized to continue under the provisions hereof, and every reference herein to the Liquidating Trustee will be deemed to refer also any such successor or substitute Liquidating Trustee appointed in the manner herein provided. (c) Except as expressly provided in this Article XIII, the Liquidating Trustee appointed in the manner provided herein shall have and may exercise, without further authorization or approval of any of the Partners, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual or otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidating Trustee to carry out the duties and functions of the Liquidating Trustee hereunder (including the establishment of reserves for liabilities that are contingent or uncertain in amount) for and during such period of time as shall be reasonably in the good faith judgment of the Liquidating Trustee to complete the winding up and liquidation of the Partnership as provided for herein. (d) In the event that no Person is selected to be the Liquidating Trustee within the time period set forth above, any Partner may make application to an appropriate Court of the State of Texas to wind up the affairs of the Partnership and, if deemed appropriate, to a Liquidating Trustee.

Compensation of the Liquidating Trustee. (a) The Original Trustee shall be compensated for his services, and reimbursed for his expenses, in accordance with Schedule A attached hereto, as a cost of administering the Liquidating Trust. In the event a successor trustee is appointed, such successor shall be compensated for his or her services, and reimbursed for his or her expenses, as a cost of administering the Liquidating Trust, in accordance with and pursuant to the terms of, a separate agreement to be negotiated and executed by the Plan Advisory Committee. (b) In the event that the Liquidating Trustee’s appointment terminates by reason of (i) the death of the Liquidating Trustee; (ii) resignation of the Liquidating Trustee by reason of the Liquidating Trustee’s Disability; or (iii) the removal of the Liquidating Trustee by the Bankruptcy Court pursuant to Section 3.5(c) for Cause shown upon motion of a party in interest, the Liquidating Trustee, or his or her estate, as applicable, shall be entitled to payment of any earned but unpaid portion of compensation, any earned but unpaid bonus, and any un- reimbursed business expenses incurred prior to such death, Disability, or effective date of removal. (c) For purposes of Section 3.17(b), the following terms shall have the following meanings:

Compensation of the Liquidating Trustee. The Liquidating Trust shall, upon receipt of periodic ▇▇▇▇▇▇▇▇, reimburse the Liquidating Trustee for the actual reasonable out-of-pocket expenses incurred by the Liquidating Trustee in connection with its duties under this Agreement, including, without limitation, necessary travel, lodging, postage, telephone and facsimile charges. The Liquidating Trustee and the Liquidating Trustee’s Agents shall be entitled to receive reasonable compensation for services rendered on behalf of Liquidating Trust. Such compensation is set forth in the engagement letter attached hereto as Exhibit A. Any change in compensation is void and without effect unless such change in compensation is authorized by a Final Order following notice and an opportunity to be heard. The Liquidating Trust Assets shall be subject to the claims of the Liquidating Trustee, and the Liquidating Trustee shall be entitled to reimburse itself out of any available Cash in the Liquidating Trust for (a) actual out-of-pocket expenses and (b) any and all loss, liability, expense or damage which the Liquidating Trustee sustains unless such loss, liability, expense or damage is the result of the Liquidating Trustee’s willful misconduct, gross negligence or fraud in the exercise and performance of its duties under this Agreement. All compensation and other amounts payable to the Liquidating Trustee shall be paid from the Liquidating Trust Assets. If the Cash in the Liquidating Trust is insufficient to compensate and reimburse the Liquidating Trustee for any amounts to which it is entitled to under this Agreement, the Liquidating Trustee is authorized to reduce Liquidating Trust Assets to Cash in a commercially reasonable manner for purposes of compensating or reimbursing the Liquidating Trustee in accordance with this Agreement.

Compensation of the Liquidating Trustee. The Liquidating Trustees shall not be compensated for their service to the Trust. The Liquidating Trustees shall, however, be entitled to reimbursement for their reasonable out of pocket expenses incurred on behalf of the Trust.