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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 4 of 20 <br />6. Second, neither the lenders' release in the Settlement Agreement, nor <br />Cortland/AD's Joinder to it, released Cortland/AD's right to have its professional fees reimbursed <br />under the Final DIP Order and receive the DIP Fee. The Settlement Agreement does not purport <br />to alter the parties' first settlement, with respect to the lenders' professional fees, set forth in the <br />Sale Order. To the contrary, the Settlement Agreement exempts from the lenders' release in <br />Paragraph 4(a) "any and all rights and claims of the DIP Secured Parties and the Prepetition <br />Secured Parties and any of their respective assignees and designees relating to the sale of assets." <br />The Sale Order governs the "rights and claims of the DIP Secured Parties and the Prepetition <br />Secured Parties" relating to the sale, and Paragraph 8 of the Settlement Agreement provides that <br />"[t]he terms and provisions of the Sale Order shall remain in full force and effect, including all <br />releases therein." Indeed, the Committee acknowledged this when, as noted above, it initially <br />objected to Cortland/AD's invoice not on the basis that Cortland/AD had released its right to <br />reimbursement but that "the full amount of the lenders' fees under the budgets have already been <br />paid. Per our settlement, there would be nothing more payable to the agent." Further, <br />Cortland/AD's Joinder grants a release of claims "solely in its capacity as Administrative Agent <br />and Collateral Agent under the DIP Documents" and "solely in its capacity as Administrative <br />Agent and Collateral Agent under the Prepetition Credit Documents." The purpose of the Joinder <br />is to make clear that the agents did not retain the ability to assert claims on behalf of the lenders <br />that they themselves were releasing. This was done as an accommodation to the lenders' settlement <br />with the Committee and the Debtors. <br />7. Finally, even aside from the fact that Cortland/AD executed the Joinder solely in <br />its capacity as the lenders' agents, the language of the Joinder does not release Cortland/AD's <br />rights under the Final DIP Order with respect to its fees and expenses. The Joinder mirrors the <br />26594115v.2 <br />