Application of Proceeds in Certain Instances Sample Clauses

Application of Proceeds in Certain Instances. (a) Notwithstanding any provision to the contrary in this Agreement or any other Financing Document, in the event that any of the Group Assets Liens (Refinancing Obligations), the Group Assets Liens (Springdale Lenders) or the Springdale Liens (Refinancing Obligations) shall be determined to be a preference pursuant to Section 547 of the Bankruptcy Code (or any successor provision or statute) or under any comparable state law, as found in a final, non-appealable judgment by a court of competent jurisdiction, in connection with an Insolvency Proceeding commenced or instituted within 90 days following the Closing Date, (i) any Enforcement Proceeds (such Enforcement Proceeds being the "Springdale Proceeds") arising from any sale (including by way of sale/leaseback), lease, assignment, transfer, Casualty Event or other disposition (occurring before or after such determination) of the Springdale Assets, whether or not pursuant to the exercise by the Springdale Lenders or the New Money Lenders or any other Person of the Springdale Liens (Springdale Lenders) or the Springdale Liens (New Money Lenders), or any payments or other distributions of any kind or nature in respect of Springdale Assets, the Springdale Credit Agreement or the Springdale Liens (Springdale Lenders) (collectively with the Springdale Proceeds, the "Springdale Payments") shall be applied as follows: first, to the payment of all reasonable fees, costs and expenses hereunder and under any of the other Financing Documents (including legal fees and expenses) and other similar amounts owed to the Collateral Agent, the Depository Bank and the Mortgage Trustee in connection with the execution and administration of its duties hereunder or under any other Financing Document to which it is a party and the taking of any Enforcement Action, but in each case only to the extent that the same were incurred in connection with, or otherwise relate to, the Springdale Assets; second, to the payment of all reasonable fees, costs, expenses (including legal fees and expenses) and any other amounts payable to the New Money Lender Agent, the Springdale Lender Agent and the Intercreditor Agent in connection with the execution and administration of its duties hereunder or under any other Financing Document to which it is a party and the taking of any Enforcement Action, but in each case only to the extent that the same were incurred in connection with, or otherwise relate to, the Springdale Assets; third. pro rata to th...