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based on the Prorata Percentages (as defined below), and in any proceeds derived from a <br />foreclosure of any of the Deeds of Trust. <br />NOW, THEREFORE, the Parties agree as follows: <br />Definitions. <br />The term "Prorata Percentages" means, at any time any detemlination thereof is to be <br />made, (i) for the City, the percentage resulting from dividing the City Loan funds disbursed to <br />the Borrower in accordance with the City Agreement by the sum of such City Loan funds <br />disbursed in accordance with the City Agreement and County Loan funds disbursed to the <br />Borrower in accordance with the County Loan Agreement and (ii) for the County, the percentage <br />resulting from dividing the County Loan funds disbursed to the Borrower in accordance with the <br />County Loan Agreement over the sum of such County Loan funds disbursed and City Loan <br />funds disbursed to the Borrower in accordance with the City Agreement. In calculating the <br />Prorata Percentages, City Loan funds and County Loan fiends that have been repaid shall be <br />deemed not to have ever been disbursed. <br />2. Loans. The City shall make the City Loan to the Borrower in accordance with the <br />City Agreement. The County shall make the County Loan to the Borrower in accordance with <br />the County Loan Agreement. <br />3. Deeds of Trust. The City shall secure the City Loan with the City Deed of Trust. <br />The County shall secure the County Loan with the County Deed of Trust. The City Deed of <br />Trust shall be recorded in first lien position and the County Deed of Trust shall be recorded in <br />second lien position, but the two deeds of trust shall share co -equal lien priority, and the City and <br />the County agree to share foreclosure, insurance, and condemnation proceeds in accordance with <br />the Prorata Percentages. <br />4. Notice of Default. <br />(a) The County and the City shall each notify the other promptly upon <br />declaring a default or learning of the occurrence of any material event of default, or any event <br />which with the lapse of time would become a material event of default, under its respective loan <br />documents for the City Loan and the County Loan. <br />(b) If the County or the City provides notice to the other pursuant to <br />subparagraph (a) above, the party receiving notice (the "Receiving Party") shall have the right, <br />but not the obligation, to cure the noticed default within forty-five (45) days after the date the <br />Receiving Party receives a copy of the notice of default (the "Cure Period"). The party providing <br />notice (the "Noticing Party") shall accept such cure by the Receiving Party as if it were cured by <br />Borrower, provided that the Noticing Party shall have the continuing right to declare and record a <br />notice of default and/or obtain a court-ordered receiver before or after providing such notice to <br />the Receiving Party or expiration of the Cure Period, and the Cure Period shall not toll or extend <br />the statutory cure period after the Noticing Party's recordation of a notice of default. <br />Notwithstanding the foregoing, the Noticing Party shall not conduct any foreclosure sale nor <br />accept any deed in lieu in resolution of such foreclosure process prior to the expiration of the <br />Cure Period. <br />ATTY/AGR/2017.143/1512 STAFFORD—I NTERCREDITOR AGREEMENT <br />REV: 06-21-1715 <br />Page 2 of 6 <br />