Common use of Coordinated Efforts Clause in Contracts

Coordinated Efforts. (a) The Preferred Lenders each agree to use commercially reasonable efforts to coordinate efforts, cooperate and act in a manner likely to obtain maximum liquidation value and return to each of the Preferred Lenders in the event of any Borrower Default, including in the exercise of any foreclosure, liquidation, enforcement or other rights and remedies as a Preferred Lender (whether in an action initiated by any Preferred Lender after any Preferred Lender Standstill Period or otherwise), and in and the exercise and enforcement of the Preferred Lenders rights under this Agreement. (b) In the event of a Borrower Default or a breach by any Subordinated Creditor of its obligations hereunder, the Preferred Lenders each agree not to commence any action or proceeding against the Borrower to recover all or any part of the Preferred Lender Debt, or join with any creditor (unless the Preferred Lenders shall both so join) in bringing any proceeding against the Borrower under any bankruptcy, reorganization, readjustment of debt, arrangement of debt receivership, liquidation or insolvency law or statute of the federal or any state government, or take possession of, sell, or dispose of any item that comprises “Collateral” pursuant to the terms of any of the Security Agreements entered into with respect to the Preferred Lender Debt (“Collateral”), or exercise or enforce any right or remedy available to a Preferred Lender with respect to any such Collateral. Notwithstanding anything to the contrary set forth in this Section 2.2, upon five (5) business days’ prior written notice to the other Preferred Lender after expiration of the Preferred Lender Standstill Period (as defined below), either Preferred Lender may exercise any rights or remedies they may have against Borrower whether by judicial or non-judicial foreclosure or otherwise; provided, that the non-initiating Preferred Lender shall have the right, but not the obligation, to join any such action as a co-plaintiff (or other co-moving party, however denominated), at its own expense. “Preferred Lender Standstill Period” means the period beginning on the occurrence of an event of default under any of the agreements between the Preferred Lenders and Borrower and ending on the date that is thirty (30) days following the date after either Preferred Lender shall have given notice to the other Preferred Lender and to Borrower that such event of default shall have occurred and be continuing and of the intent of any of said Preferred Lender to exercise its rights and remedies. In addition, it is expressly acknowledged and agreed by and amongst the parties hereto that an event of default under any one of the agreements between the Preferred Lenders and Borrower shall constitute and event of default under all agreements between the Preferred Lenders and the Borrower.