2021-03-09_GENERAL DOCUMENTS - C1980004 (7)

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Case 1:20-bk-12043 Doc 643 Filed 03/03/21 Entered 03/03/21 18:42:10 Desc Main Document Page 10 of 20 unsecured deficiency claims, and also waive and release the Debtors' current and former officers, managers, directors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals from all claims, rights and causes of action in any way related to the Debtors or their estates; provided that (i) any and all rights and claims relating to this Agreement or the Settlement Payment Recovery Amount shall be preserved, and (ii) any and all rights and claims off the DIP Secured Parties and the Prepetition Secured Parties and any of their respective assignees and designees relating to the sale of assets from certain of the Debtors pursuant to the terms of the Amended and Restated Purchase Agreement by and between the Debtors and Pledge Servicing Partners, LLC dated August 28, 2020, as amended, as approved at the Sale Hearing and by the Sale Order (the "APA") shall be preserved; and provided, further, that any such assignees and designees shall be treated as third party beneficiaries under this Agreement an all rights of such parties are expressly preserved. Settlement Agreement ¶ 4(a). 27. Cortland/AD was not a party to the Settlement Agreement and did not participate in the negotiation of its terms. Nevertheless, Paragraph 7 of the Settlement Agreement, provides that "[i]t shall be a condition precedent to the Settlement Effective Date that the Prepetition Agent, Prepetition Collateral Agent, Origination Agent, and DIP Agents execute a release of claims against the Debtors' estates consistent with the release provided by the DIP Lenders and the Prepetition Lenders under paragraph 4(a) hereof" 28. Accordingly, to accommodate the parties' settlement, on October 30, 2020, Alter Domus (US) LLC "solely in its capacity as Administrative Agent and Collateral Agent under the DIP Documents" and Cortland "solely in its capacity as Administrative Agent and Collateral Agent under the Prepetition Credit Documents" executed a Joinder to Settlement Agreement (the "Joinder") that contains the following: Pursuant to Paragraph 7 of the Agreement and in consideration for the concessions made in favor of the Joinder Parties as set forth in the Agreement, as of the Settlement Effective Date and except as set forth in the Agreement, the Joinder Parties waive and release all claims against the Debtors' estates including, without limitation, any unsecured deficiency claims, and also waive and release the Debtors' current and former officers, managers, directors, attorneys, accountants, investment bankers, consultants, representatives, and other professionals form all claims, rights, and causes of action in any way related to the Debtors or their estates; 26594115v.2