Sale Following Construction Failure. Any payments received by the Lessor as proceeds from the sale of any Leased Property sold following the payment of the Construction Failure Payment shall be distributed (or applied, as appropriate) by the Lessor as promptly as possible in the following order of priority: first, to the Funding Parties or the Agent, as the case may be, in reimbursement of all reasonable costs, expenses and taxes, if any, incurred by any of them to complete the construction of such Leased Property, maintain, operate and insure such Leased Property, remarket such Leased Property and sell such Leased Property, including, without limitation, sales, transfer and real property taxes, brokers’ fees. legal fees, survey costs, interest and security charges, in each case, pro rata according to the amount of such costs, expenses and taxes; second, to the Lenders and the Lessor pro rata for application to their Loans and the Allocated Amount in respect of such Leased Property, an amount equal to the difference, if any, between the Construction Period Lease Balance with respect to such Leased Property and the Construction Failure Payment, if any, actually received by the Lessor; third, to the extent that the Construction Agent has paid to the Lessor the Construction Failure Payment or the Permitted Lease Balance with respect to such Leased Property pursuant to the Construction Agency Agreement, to the Construction Agent to reimburse it to the extent of such payment of such Construction Failure Payment or Permitted Lease Balance, as the case may be; fourth, to the Lenders and the Lessor pro rata for application to their remaining Loans and Allocated Amount in respect of such Leased Property, an amount equal to such remaining outstanding Loans and Allocated Amount until reduced to zero; and fifth, to the Lessor.
