The Debtors shall pay, when due and payable, all outstanding prepetition and postpetition fees and expenses incurred by the Plan Sponsor and its advisors, including the fees of and expenses incurred by Kirkland & Ellis LLP, as counsel to the Plan Sponsor, Zack A. Clement PLLC, as local counsel to the Plan Sponsor, and any financial advisor, technical advisor, or other consultant, advisor, analyst, or other professional engaged by the Plan Sponsor in connection with the Chapter 11 Cases. 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.