Prior to the Petition Date, the Debtors shall pay all then-accrued but unpaid reasonable and documented prepetition fees and expenses incurred by Stroock & Stroock & Lavan LLP (“ Stroock ”), as counsel to the Initial Consenting Senior Noteholders, and Haynes and Boone, LLP (“ HB ”), as local counsel to the Initial Consenting Senior Noteholders, plus a retainer in an amount to be agreed between Stroock and the Company. Following the Petition Date, the Debtors shall pay, within ten (10) calendar days’ receipt of an invoice, all outstanding prepetition and postpetition fees and expenses incurred by the Consenting Senior Noteholders, including the fees of and expenses incurred by Stroock and HB. If this Agreement is terminated in accordance with its terms, any unpaid fees and expenses shall be paid in full within five (5) Business Days of such termination. The fees and expenses owed under this section shall be entitled to administrative expense priority status.