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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 3 of 20 <br />fees established in connection with the Sale Order had been expended prior to Cortland/AD <br />submitting its invoice, and so there was no more money to reimburse Cortland/AD. When it was <br />pointed out that Cortland/AD was not involved in the negotiation of those provisions of the Sale <br />Order and that, in fact, the language in the Sale Order only referenced the professional fees of the <br />lenders, and not the agents, the Committee changed its approach, arguing that, instead, <br />Cortland/AD's Joinder to the later Settlement Agreement had released Cortland/AD's right to have <br />its professional fees reimbursed under the Final DIP Order. Despite Cortland/AD's attempts to <br />resolve this issue with the Debtors, Cortland/AD was ultimately told to take the matter up with this <br />Court. <br />4. The DIP Fee is still and payable, and the Debtors and the Committee are in error in <br />their assertions that Cortland/AD released its right to have its professional fees and expenses <br />reimbursed by the estates. As an initial matter, the Final DIP Order is clear on the right of <br />Cortland/AD to be paid the DIP Fee and reimbursed for its professionals' expenses, and indeed <br />neither the Debtors nor the Committee appear to dispute that, absent the language they have <br />pointed to in the Sale Order and the Settlement Agreement, the Debtors are obligated to reimburse <br />Cortland/AD's fees and expenses under the Final DIP Order. Neither the Sale Order nor the <br />Settlement Agreement alter these rights. <br />5. First, as noted above and discussed in detail below, the Sale Order does not alter <br />Cortland/AD's rights under the Final DIP Order. Indeed, the Sale Order only establishes a budget <br />for the "DIP Lenders" and the "Prepetition Lenders," not the "DIP Secured Parties" or the <br />"Prepetition Secured Parties," which would have been the term to use to include Cortland/AD in <br />its capacities as the lenders' agents. Indeed, it appears that the Committee ultimately abandoned <br />its argument about the lenders' professional fee budget under Sale Order when it realized its error. <br />26594115v.2 <br />