Common use of FINANCING NOT PROHIBITED TRANSFER Clause in Contracts

FINANCING NOT PROHIBITED TRANSFER. Subject to and in accordance with the terms and provisions of this Article 11, and notwithstanding anything in this Agreement to the contrary, FirstWorld shall have the right, without Irvine's consent, to encumber the Equipment, this Agreement and FirstWorld's interest in the License (or a portion of the foregoing) as security for any Financing and to file or record any Financing Encumbrance given by FirstWorld as security for any Financing. None of the following shall be deemed to constitute a Transfer of FirstWorld's rights under this Agreement or to otherwise violate any provision of this Agreement prohibiting the assignment, encumbrance, or other transfer of this Agreement or FirstWorld's rights hereunder: (a) FirstWorld's making of a Financing Encumbrance as security for any Financing; (b) any sale of this Agreement and of FirstWorld's interest in the License in any proceedings for the foreclosure of any Financing Encumbrance; (c) any assignment, transfer or conveyance to Lender in lieu of such foreclosure (or to a Lender's designated purchaser or assignee which is a Permitted Assignee); or (d) any sale of this Agreement and of FirstWorld's interest in the License by Lender following Lender's acquisition of the same in any proceedings for the foreclosure of any Financing Encumbrance, so long as such sale is to a Person (a "Permitted Assignee"): (i) which is not insolvent or the subject of any bankruptcy proceeding for reorganization or liquidation or (ii) with which Irvine does not have material litigation pending. Irvine shall recognize any purchaser of FirstWorld's interests under this Agreement pursuant to a foreclosure sale under a Financing Encumbrance, any transferee of FirstWorld's interests under this Agreement under an assignment in lieu of foreclosure, or, if the Lender should be such purchaser or assignee, a direct transferee of Lender that is a Permitted Assignee.

FINANCING NOT PROHIBITED TRANSFER. Subject to and in accordance with the terms and provisions of this Article 1113, and notwithstanding anything in this Agreement to the contrary, FirstWorld shall have the right, without Irvine's consent, to encumber the EquipmentCable, this Agreement and FirstWorld's interest in the License Leased Premises (or a portion of the foregoing) as security for any Financing and to file or record any Financing Encumbrance given by FirstWorld as security for any Financing. None of the following shall be deemed to constitute a Transfer of FirstWorld's rights under this Agreement or to otherwise violate any provision of this Agreement prohibiting the assignment, encumbrance, or other transfer of this Agreement or FirstWorld's rights hereunder: (a) FirstWorld's making of a Financing Encumbrance as security for any Financing; (b) any sale of this Agreement and of FirstWorld's interest in the License Leased Premises and/or the Cable in any proceedings for the foreclosure of any Financing Encumbrance; (c) any assignment, transfer or conveyance to Lender in lieu of such foreclosure (or to a Lender's designated purchaser or assignee which is a Permitted Assignee); or (d) any sale of this Agreement and of FirstWorld's interest in the License Leased Premises by Lender following Lender's acquisition of the same in any proceedings for the foreclosure of any Financing Encumbrance, so long as such sale is to a Person (a "Permitted Assignee"): (i) which is not insolvent or the subject of any bankruptcy proceeding for reorganization or liquidation or (ii) with which Irvine does not have material litigation pending. Irvine shall recognize any purchaser of FirstWorld's interests under this Agreement pursuant to a foreclosure sale under a Financing Encumbrance, any transferee of FirstWorld's interests under this Agreement under an assignment in lieu of foreclosure, or, if the Lender should be such purchaser or assignee, a direct transferee of Lender that is a Permitted Assignee.