AgdaPkt 2017-06-26 Closed and Joint SA PFA

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ATTY/AGR/2017.143/1512 STAFFORD – INTERCREDITOR AGREEMENT REV: 06-21-17 JS Page 3 of 6 (c) Each of the City and the County agrees not to make a demand for payment from Borrower or accelerate the County Note or the City Note, as the case may be, or commence enforcement of any of the rights and remedies under the City Deed of Trust or County Deed of Trust, as the case may be, until the date which is five (5) business days following delivery of written notice by the Party enforcing its rights (the "Enforcing Party") to the other Party stating that a "Default" (as defined in the relevant Deed of Trust) has occurred and is continuing and that the Enforcing Party is requesting the other Party's assistance in foreclosure pursuant to Section 8. 5. Cooperation in Foreclosure. (a) In the event of a default under the City Loan and/or the County Loan, after expiration of any applicable cure periods, the party who is the lender on the defaulted loan shall cooperate with the other party to coordinate any foreclosure proceedings or other appropriate remedies. (b) Neither the County nor the City shall contest the validity, perfection priority or enforceability of the lien granted by the respective Deed of Trust to the other Party. Notwithstanding any failure of a party to perfect its lien on the Property or any other defect in the security interests or obligations owing to such Party, the priority and rights as between the Parties hereto shall be as set forth herein. 6. Foreclosure Proceeds. If there is a foreclosure, or any other action, judicial or nonjudicial, under either or both of the Deeds of Trust (including the giving of a deed in lieu of foreclosure), then the City and the County shall be entitled to share in any proceeds which shall ensue from such action, after any and all senior lienholders have been satisfied, and after payment of all reasonable expenses of both Parties incurred in connection with the action in accordance with the Prorata Percentages. 7. Title to Property. If either of the City or the County is entitled to title to the Property as a consequence of the Borrower's default, then title shall be held in tenancy in common by both of them, with the percentage ownership of each based on the Prorata Percentages. Subsequent decisions to hold or sell the Property shall be made by joint decision of the City and the County. 8. Notices. Formal notices, demands, and communications between the Parties shall not be deemed given unless dispatched by certified mail, return receipt requested, or express delivery service with a delivery receipt, or personal delivery with a delivery receipt, to the principal office of the Parties as follows: City: City of Redwood City Community Development Department 1017 Middlefield Road Redwood City, CA 94063 Attention: Community Development Director 6.3.E. - Page 62