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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 />