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• Case 1:20-bk-12043 Doc 665 Filed 03/31/21 Entered 03/31/21 19:37:22 Desc Main <br /> Document Page 5 of 9 <br /> Lenders as their agent. This is why the preamble to the Joinder provides that it is being executed <br /> by Alter Domus (US) LLC "solely in its capacity as Administrative Agent and Collateral Agent <br /> under the DIP Documents" and Cortland "solely in its capacity as Administrative Agent and <br /> Collateral Agent under the Prepetition Credit Documents." (App. ¶45.) <br /> 7. Again,the Committee does not contest that by executing the Settlement Agreement, <br /> the lenders did not give up their right to have their professional fees paid by the Debtors' estates <br /> pursuant to the Final DIP Order, as modified by Paragraph 61.c(iii) of the Sale Order. This was <br /> why Committee's counsel, now the Liquidating Trustee's counsel, initially objected to <br /> Cortland/AD's fee request not on the basis that all right to payment been waived under the <br /> Settlement Agreement and Joinder but on the basis that the Lenders had exhausted the fee budget <br /> agreed to in the Sale Order(i.e., the First Settlement), saying"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."(See id. ¶47.(quoting the Committee's December 15 E-Mail).)It would be an absurd <br /> result to read the Joinder, which the Joinder Parties executed solely in their capacities as the <br /> lenders' agents, to give up greater rights than the Joinder Parties' principles—i.e., the lenders— <br /> were giving up under the Settlement Agreement itself. <br /> 8. Further, the Liquidating Trustee's interpretation of the Joinder also renders its <br /> provisos(i.e.,the"carve-outs"referred to in the Liquidating Trustee's Objection)meaningless. As <br /> set forth in the Application, the release in the Joinder excepted "(i) any and all rights and claims <br /> relating to the [Settlement Agreement] . . . and(ii)any and all rights and claims of the DIP Secured <br /> Parties and the Prepetition Secured Parties and any of their respective assignees and designees <br /> relating to the sale of assets from certain of the Debtors pursuant to the terms of the APA." (See <br /> App.¶47.) <br /> 5 <br />