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based on the Prorata Percentages (as defined below), in any proceeds derived from a foreclosure <br />of any of the Deeds of Trust. <br />NOW, THEREFORE, the Parties agree as follows: <br />1. Definitions. <br />The term "Prorata Percentages" means, at any time any determination 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 funds 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 County Deed of <br />Trust shall be recorded in first lien position and the City 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 />ATTY/AGR/2018.028/MID PEN MOSIAC GARDENS — INTERCREDITOR AGREEMENT <br />REV: 02-06-1815 <br />Page 2 of 7 <br />