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<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 capacityin 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 "[ijt 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 />!
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<br />NOTICE OF FILING OF APPLICATION OF CORTLAND CAPITAL MARKET
<br />SERVICES LLC AND ALTER DOMUS (US) LLC FOR PAYMENT OF
<br />ADMINISTRATIVE EXPENSE PURSUANT TO FINAL ORDER (I) AUTHORIZING
<br />THE DEBTORS TO (A) OBTAIN POSTPETTPION FINANCING AND (8) USE CASH
<br />COLLATERAL. (II) GRANTING LIENS AND PROVIDING SUPERPRIORITY
<br />ADMINISTRATIVE EXPENSE STATUS. (M GRANTING ADEQUATE
<br />PROTECTION TO THE PREPETITTON SECURED PARTIES. (IV) MODIFYING
<br />THE AUTOMATIC STAY. AND (V) GRANTING RELATED RELIEF
<br />Cortland Capital Market Services LLC and Alter Domus (US) LLC have filed papers with
<br />the Court the attached Application.
<br />Your riebts may be affected. You should read these papers carefully and discuss
<br />them with your attorney, if you have one in this bankruptcy case. If you do not have an
<br />attorney, you may wish to consult one.
<br />If you do not want the Court to grant the relief sought in the Application, then on or before
<br />twenty-one (21) days from the date listed on the following Certificate of Service, you or your
<br />attorney must file with the Court a written response explaining your position by mailing your
<br />response by ordinary U.S. Mail to U.S. Bankruptcy Court for the Southern District of Ohio, 120
<br />West Third Street, Dayton, Ohio 45402, OR your attorney must file a response using the Court's
<br />ECF System.
<br />The Court must receive your response on or before the above date.
<br />You must also send a response either by 1) the Court's ECF System; or by 2) ordinary U.S.
<br />Mail to Tami Hart Kirby, Esq., Porter Wright Morris & Arthur LLP, One S. Main Street, Suite
<br />1600, Dayton, Ohio 45402 and Phillip W. Nelson, Esq. Holland & Knight LLP, 150 N. Riverside
<br />Plaza, Suite 2700, Chicago, Illinois 60606.
<br />If you or your attorney do not take these steps, the Court may decide that you do not oppose
<br />the relief sought in the Application and may enter an order granting that relief without further
<br />hearing or notice.
<br />sense to read the Settlement Agreement as causing the Cortland/AD to grant a broader release as
<br />ajoinder party in its capacity as agent to the lenders than the lenders themselves granted as a party
<br />to the Settlement Agreement.
<br />WHEREFORE Cortland/AD requests that the Court enter an order (i) directing the Debtors
<br />to pay the DIP Fee in the amount of $22,500 and reimburse Cortland/AD for its professional's
<br />expenses pursuant to the Final DIP Order in the amount of $50,000 and (iii) granting such other
<br />relief as is appropriate under the circumstances.
<br />Dated: March 3, 2021 Respectfully submitted,
<br />/s/Tami Hart Kirby
<br />Timid Hart Kirby(0078473)
<br />Emma M. Walton (0100024)
<br />PORTER WRIGHT MORRIS & ARTHUR
<br />LLP
<br />One South Main Street, Suite 1600
<br />Dayton, Ohio 45402
<br />Telephone: (937) 449-6721
<br />Facsimile: (937) 449-6820
<br />E-mail: tkirby@porterwright.com
<br />ewalton@porterwright.com
<br />and -
<br />Phillip W. Nelson (pro hoc vice pending)
<br />Annapoomi R. Sankaran (pro hoc vice pending)
<br />HOLLAND & KNIGHT LLP
<br />150 N. Riverside Plaza, Suite 2700
<br />Chicago, Illinois 60606
<br />Telephone: 312.263.3600
<br />Facsimile: 312.578.6666
<br />Email: phillip.nelson@hklaw.com
<br />anna.sankaran@hklaw.com
<br />Counsel to Cortland Capital Market Services LLC
<br />and Alter Domus (US) LLC
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<br />CERTIFICATE OF SERVICE
<br />The undersigned hereby certifies that the foregoing Application of Courtland Capital
<br />Market Services LLC and Alter Domus (US) LLCfor Payment ofAdmintstrative Expense Pursuant
<br />to Final Order (1) Authorizing the Debtors to (A) Obtain Postpetition Financing and (B) Use Cash
<br />Collateral, (II) Granting Liens and Providing Saperpriority Administrative Expense Status,
<br />(HI) Granting Adequate Protection to the Prepetition Secured Parties, (IV) Modifying the
<br />Automatic Stay, and (V) Granting Related Relief was filed electronically on this 3rd day of March,
<br />2021, which will be served on all ECF participants, registered in this case at the email addresses
<br />registered with the Court.
<br />Additionally, a true and accurate copy of the foregoing Application of C—dand Capital
<br />Market Services LLC andAlter Do— (IIS) LLCfor Payment ofAdmtnistrative Expense Pursuant
<br />to Final Order (I) Authorizing the Debtors to (A) Obtain Postpetition Financing and (B) Use Cash
<br />Collateral, (II) Granting Liens and Providing Superpriority Administrative Expense Status,
<br />(III) Granting Adequate Protection to the Prepetition Secured Parties, (IV) Modifying the
<br />Automatic Stay, and (V) Granting Related Relief was served on all parties on the "Master Service
<br />List" [as defined in the Order Implementing Certain Notice and Case Management Procedures
<br />(Docket No. 89)], dated as of February 14, 2021 and available on the Debtors' case website at
<br />httosd/dm.eoial l.com/Honedale. either by first-class mail with postage pre -paid or electronic
<br />mail.
<br />Is/Tami Hart Kirby
<br />Counsel to Cortland Capital Market Services LLC
<br />and Alter Domus (US) LLC
<br />
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