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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 17 of 20 <br />Prepetition Lenders' professional fees and otherwise leaves the Final DIP Order in place. Further, <br />the Settlement Agreement specifically acknowledges that the "terms and provisions of the Sale <br />Order shall remain in full force and effect." (Id. ¶ 8.) <br />47. Fourth, even aside from the limited capacity in which Cortland/AD signed the <br />Joinder, it does not release Cortland/AD's rights under the Final DIP Order with respect to <br />professional fees either. As noted above, and as the Committee acknowledged in its December 15 <br />E-Mail, the DIP Lenders and the Prepetition Lenders did not give up their right to have their <br />professional fees reimbursed within the budget dictated by Paragraph 61.c(iii) of the Sale Order. <br />(See December 15 E-Mail (Committee counsel telling Stroock "the full amount of the lenders' fees <br />under the budgets have already been paid. Per our settlement, there would be nothing more payable <br />to the agent").) Paragraph 7 of the Settlement Agreement provides that "[i]t shall be a condition <br />precedent to the Settlement Effective Date that Prepetition Agent, Prepetition Collateral Agent, <br />Origination Agent, and DIP Agents executed a release of claims against the Debtors' estates <br />consistent with the release provided by the DIP Lenders and the Prepetition Lenders under <br />paragraph 4(a) hereof. (Settlement Agreement ¶ 7 (emphasis added).) Further, as noted above, <br />the Joinder mirrors the release language of Paragraph 4(a) of the Settlement Agreement and <br />specifically preserves "(i) any and all rights and claims relating to the [Settlement Agreement] . . <br />and (ii) any and all rights and claims of the DIP Secured Parties and the Prepetition Secured <br />Parties and any of their respective assignees and designees relating to the sale of assets from certain <br />of the Debtors pursuant to the terms of the APA." As noted, above, that sale is governed by the <br />Sale Order, which makes certain modifications to the Final DIP Order with respect to the <br />reimbursement of the lenders' professional fees in Paragraph 61.c(iii) but otherwise specifically <br />acknowledges that the Final DIP Order remains unaltered and in place. Again, it would make no <br />26594115v.2 <br />