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Y Case 1:20-bk-12043 Doc 665 Filed 03/31/21 Entered 03/31/21 19:37:22 Desc Main <br /> Document Page 3 of 9 <br /> administrative and priority claims of the Lenders, which (as noted above) were addressed <br /> separately in the First Settlement, "the Lenders would possess only unsecured, non-priority <br /> deficiency claims against the Debtors' estate for any amounts left on the DIP Facility and their <br /> prepetition debt after the closing of the sale. (Obj. ¶ 5.) The Objection also does not address the <br /> fact that the "Final Settlement," as the Liquidating Trustee refers to it, did not purport to alter the <br /> treatment of administrative expenses of the DIP Secured Parties and the Prepetition Secured Parties <br /> under the Final DIP Order, as modified by the Sale Order. (See Settlement Agreement ¶ 8 ("the <br /> terms and provisions of the Sale Order shall remain in full force and effect"); see also App.¶46.) <br /> 4. Instead, the Liquidating Trustee asks the Court to ignore the entirety of the Final <br /> DIP Order,the Sale Order, and the Settlement Agreement, and even most of the language set forth <br /> in the Joinder itself, and simply focus on the language in the Joinder stating that "the Joinder <br /> Parties waive and release all claims against the Debtors' estates." (Obj. ¶ 16.) But New York law, <br /> which the Liquidating Trustee asserts"governs the Settlement Agreement and the Joinder"(id. 15) <br /> requires that the provisions of an agreement must be read and interpreted in the entirety of their <br /> context, not in isolation as the Liquidating Trustee would have the Court do here. <br /> 5. Under New York law, "[a] contract should be read as a whole, with every part <br /> interpreted with reference to the whole; if possible, the contract will be interpreted so as to give <br /> effect to its general purpose." Kaplan v. Kaplan, 174 A.D.3d 691, 693-94 (N.Y. Ap.. Div. 2019); <br /> An agreement "should be read as a whole to ensure that undue emphasis is not placed upon <br /> particular words or phrases."Id. at 694 (quoting Bailey v. Fish &Neave, 8 N.Y.3d 523, 528 (N.Y. <br /> 2007). Further, "[a] reading of the contract should not render any provision meaningless . . . . If a <br /> contractual provision is to be enforce, `it must be sufficiently certain and specific so that what was <br /> promised can be ascertained. Otherwise, a court, in intervening, would be imposing its own <br /> 3 <br />