Common use of COOPERATION WITH LENDER REQUIREMENTS Clause in Contracts

COOPERATION WITH LENDER REQUIREMENTS. 11. 2. 1. Irvine acknowledges that any Lender may require, among other things, certain protections and agreements from FirstWorld and Irvine, anticipated to include, without limitation, the following: (a) Security interests in all Equipment, furniture, fixtures and other tangible and intangible property owned by FirstWorld and incorporated into or used in connection with the Irvine Networks; collateral assignments of all major construction and consulting contracts; collateral assignments of FirstWorld's contracts with Customers and Users and the rights to receive revenue thereunder; and collateral assignments of FirstWorld's bank accounts, accounts receivable and other similar collateral relating to the Irvine Networks. (b) The creation of sinking funds and reserves, the maintenance of specified financial ratios, and other similar covenants with respect to the development and operation of the Irvine Networks that would commonly be required in connection with non-recourse financing. (c) That Irvine agree (i) to recognize such Lenders and their successors, following a foreclosure on a Financing Encumbrance or an assignment in lieu of foreclosure, as parties having the rights and obligations of FirstWorld under this Agreement, in the event such Lenders and their successors elect to assume FirstWorld's rights and obligations hereunder, and (ii) in the event of such an assumption, that such Lenders and their successors, following a foreclosure on a Financing Encumbrance or an assignment in lieu of foreclosure, will not be obligated to cure any of FirstWorld's non-monetary defaults arising prior to the foreclosure which are not reasonably capable of being cured. 11. 2. 2. Irvine agrees to cooperate in good faith with FirstWorld's efforts to obtain Financing. In particular, if required by a Lender, Irvine agrees to enter into one or more commercially reasonable agreements with one or more Lenders containing or permitting the provisions contemplated pursuant to Section 11.2.1, and which may reflect that the Lenders may succeed to the rights of FirstWorld hereunder. FirstWorld shall reimburse Irvine for Irvine's costs, including attorney's fees, incurred in connection with the review and negotiation of any such agreements with Lenders if Irvine is requested to review more than one such agreement in any calendar year. Irvine shall not, however, be required to consent to any provision that would obligate Irvine to repay or be liable for any cost related to any Financing. Irvine's obligations under any such agreement with any Lender shall be considered material obligations of this Agreement enforceable by FirstWorld against Irvine as if fully set forth herein. Irvine agrees that all information regarding the Lenders and their relationship with FirstWorld shall constitute Pre-Authorized Confidential Information. Irvine's failure to enter into any such agreement shall not limit or in any way adversely affect the rights of any Lender pursuant to this Article 11. 11. 2. 3. Any Lender, by acceptance of any Financing Encumbrance, agrees that it accepts the same subject to the rights of Irvine pursuant to Article 12, below. Any agreements entered into with any Lenders pursuant to Section 11.2.2., above, if any, shall contain provisions for the benefit of Irvine acknowledging and confirming the rights of Irvine pursuant to the provisions of Article 12, below, and that such Lender's rights in and to the License, shall be subordinate to Irvine's rights to the Equipment as set forth in this Agreement upon the expiration of this Agreement or any earlier termination of the License.

COOPERATION WITH LENDER REQUIREMENTS. 11. 2. 1. 13.2.1 Irvine acknowledges that any Lender may require, among other things, certain protections and agreements from FirstWorld and Irvine, anticipated to include, without limitation, the following: (a) Security interests in all EquipmentCable, equipment, furniture, fixtures and other tangible and intangible property owned by FirstWorld and incorporated into or used in connection with the Irvine Networks; collateral assignments of all major construction and consulting contracts; collateral assignments of FirstWorld's contracts with Customers and Users and the rights to receive revenue thereunder; and collateral assignments of FirstWorld's bank accounts, accounts receivable and other similar collateral relating to the Irvine Networks. (b) The creation of sinking funds and reserves, the maintenance of specified financial ratios, and other similar covenants with respect to the development and operation of the Irvine Networks that would commonly be required in connection with non-recourse financing. (c) That Irvine agree (i) to recognize such Lenders and their successors, following a foreclosure on a Financing Encumbrance or an assignment a transfer by deed in lieu of foreclosure, as parties having the rights and obligations of FirstWorld under this Agreement, in the event such Lenders and their successors elect to assume FirstWorld's rights and obligations hereunder, and (ii) in the event of such an assumption, that such Lenders and their successors, following a foreclosure on a Financing Encumbrance or an assignment a transfer by deed in lieu of foreclosure, will not be obligated to cure any of FirstWorld's non-monetary defaults arising prior to the foreclosure which are not reasonably capable of being cured. 11. 2. 2. 13.2.2 Irvine agrees to cooperate in good faith with FirstWorld's efforts to obtain Financing. In particular, if required by a Lender, Irvine agrees to enter into one or more commercially reasonable agreements with one or more Lenders containing or permitting the provisions contemplated pursuant to Section 11.2.113.2.1, and which may reflect that the Lenders may succeed to the rights of FirstWorld hereunderhereunder and may thereby continue to utilize the Cable and Conduit until termination of this Agreement in accordance with the terms hereof. FirstWorld shall reimburse Irvine for Irvine's costs, including attorney's fees, incurred in connection with the review and negotiation of any such agreements with Lenders if Irvine is requested to review more than one such agreement in any calendar year. Irvine shall not, however, be required to consent to any provision that would obligate Irvine to repay or be liable for any cost related to any Financing. Irvine's obligations under any such agreement with any Lender shall be considered material obligations of this Agreement enforceable by FirstWorld against Irvine as if fully set forth herein. Irvine agrees that all information regarding the Lenders and their relationship with FirstWorld shall constitute Pre-Authorized Confidential Information. Irvine's failure to enter into any such agreement shall not limit or in any way adversely affect the rights of any Lender pursuant to this Article 1113. 11. 2. 3. 13.2.3 Any Lender, by acceptance of any Financing Encumbrance, agrees that it accepts the same subject to the rights of Irvine pursuant to Article 1214, below. Any agreements entered into with any Lenders pursuant to Section 11.2.213.2.2., above, if any, shall contain provisions for the benefit of Irvine acknowledging and confirming the rights of Irvine pursuant to the provisions of Article 1214, below, and that such Lender's rights in and to the LicenseConduit, including any Conduit installed by or on behalf of FirstWorld, and in and to any Cable installed by or on behalf of FirstWorld pursuant to this Agreement, shall be subordinate to Irvine's ownership of the Conduit and Irvine's rights to the Equipment Cable as set forth in this Agreement upon the expiration of this Agreement or any earlier termination of the Licensethis Agreement.