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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 5 of 20 <br />release language of Paragraph 4(a) of the Settlement Agreement and specifically preserves "any <br />and all rights and claims of the DIP Secured Parties and the Prepetition Secured Parties and any of <br />their respective assignees and designees relating to the sale." As noted, above, that sale is governed <br />by the Sale Order, which makes certain modifications to the Final DIP Order with respect to the <br />reimbursement of the lenders' professional fees but otherwise specifically acknowledges that the <br />Final DIP Order remains unaltered and in place and leave intact the right of the DIP Secured Parties <br />and the Prepetition Secured Parties to have the DIP Fees and Expenses and the Adequate Protection <br />Fees and Expenses, respectively, paid by the estates (again, subject only to the limitation on the <br />lenders' professional fees set forth in the Sale Order). It would be perverse to read the Settlement <br />Agreement and Joinder as causing the Cortland/AD—as a joinder party to the Settlement <br />Agreement, signed in its capacity as agent to the lenders— to give up rights that the lenders <br />themselves did not release by signing the Settlement Agreement. Accordingly, the Debtors should <br />be directed to pay Cortland/AD the DIP Fee and reimburse the expenses of its counsel pursuant to <br />the Final DIP Order without further delay. <br />Jurisdiction and Venue <br />8. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C. <br />§ 1334 and the automatic reference of all bankruptcy cases to this Court pursuant to the Amended <br />General Order 05-02 of the United States District Court for the Southern District of Ohio. <br />9. This is a core proceeding pursuant to 28 U. S.C. § 157(b), and to the extent it is later <br />determined that this Court, absent the consent of the parties, cannot enter final orders or judgments <br />in connection herewith consistent with Article III of the United States Constitution, Cortland <br />confirms its consent to the entry of a final order on this Application by the Court. <br />10. Venue is proper before the Court pursuant to 28 U. S.C. §§ 1408 and 1409. <br />26594115v.2 <br />