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Case 1:20-bk-12043 Doc 643 Filed 03/03/21 Entered 03/03/21 18:42:10 Desc Main <br />Document Page 16 of 20 <br />settlement between the Committee and the lenders' set forth in the Sale Order, and the Sale Order <br />is, therefore, appropriately silent as to the agents' fees and leaves the applicable provisions of the <br />Final DIP Order in place. <br />45. Second, Cortland/AD executed the Joinder as an accommodation to the settlement <br />between the Debtors, the Committee, and the lenders. It released any claims it might hold on behalf <br />of the DIP Lenders and the Prepetition Lenders as their agent. This is why the preamble to the <br />Joinder provides that it is being executed by Alter Domus (US) LLC "solely in its capacity as <br />Administrative Agent and Collateral Agent under the DIP Documents" and Cortland "solely in its <br />capacity as Administrative Agent and Collateral Agent under the Prepetition Credit Documents." <br />The Joinder makes not reference to Cortland/AD releasing its right to reimbursement of fees and <br />expenses pursuant to the Final DIP Order. <br />46. Third, the Committee's assertion in the December 23 E-Mail that "Paragraph 4(a) <br />of the Settlement Agreement contains a broad release of any claim, with limited exceptions not <br />relevant to a claim for attorneys' fees" gets its precisely backward. Both Paragraph 4(a) of the <br />Settlement Agreement and the Joinder excepted Cortland/AD's right to have its fees and expenses <br />reimbursed under the Final DIP Order. Specifically, Paragraph 4(a) provides that the release by <br />the DIP Lenders and the Prepetition Lenders excepts "(ii) any and all rights and claims of the DIP <br />Secured Parties and the Prepetition Secured Parties and any of their respective assignees and <br />designees relating to the sale of assets from certain of the Debtors pursuant to the terms of the <br />Amended and Restated Asset Purchase Agreement by and between the Debtors and Pledge <br />Servicing Partners, LLC dated August 28, 2020, as amended and approved at the Sale Hearing and <br />by the Sale Order." (Settlement Agreement ¶ 4(a).) That Sale, of course, is governed by the Sale <br />Orderwhich, as noted above, sets for the settlement with respect to the DIP Lenders' and the <br />26594115v.2 <br />