Common use of Representations Regarding Collateral Clause in Contracts

Representations Regarding Collateral. The Issuer represents and warrants on the Closing Date (which representations and warranties shall (except as otherwise provided) survive the execution of this Indenture and be deemed to be repeated on each date on which Collateral is Delivered as if made at and as of that time and may be waived only with Rating Agency Confirmation from S&P) that: (a) This Indenture creates valid and continuing security interests (as defined in the applicable Uniform Commercial Code) in the Collateral in favor of the Trustee for the benefit of the Secured Parties, which security interest is prior to all other liens, claims and encumbrances and is enforceable as such as against creditors of and purchasers from the Issuer, except as otherwise permitted under this Indenture. (b) The Issuer owns the Collateral free and clear of any lien, claim or encumbrance of any Person, other than the security interests created or permitted under this Indenture. (c) The Issuer has received all consents and approvals required by the terms of any item of Collateral to the transfer to the Trustee of its interest and rights in the Collateral hereunder. (d) All Collateral other than the Pledged Accounts has been credited to one or more Pledged Accounts (other than (i) any "general intangibles" within the meaning of the applicable Uniform Commercial Code and (ii) any instruments evidencing debt underlying a Participation). (e) The Intermediary for each Pledged Account has agreed to treat all assets credited to each Pledged Account as "financial assets" within the meaning of the applicable Uniform Commercial Code. (f) The Issuer has taken all steps necessary to cause the Intermediary to identify in its records the Trustee as the entitlement holder of each of the Pledged Accounts. The Pledged Accounts are not in the name of any person other than the Issuer or the Trustee. The Issuer has not consented for the Intermediary of any Pledged Account to comply with entitlement orders of any person other than the Trustee. (g) None of the promissory notes that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Trustee. (h) The Issuer has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral Granted to the Trustee hereunder. (i) Other than as expressly permitted under this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer other than any financing statement relating to the security interest granted to the Trustee under this Indenture (or any such financing statement has been terminated on or before the Closing Date). The Issuer is not aware of any judgment, tax lien filing or Pension Benefit Guaranty Corporation lien filing against the Issuer. (j) The Issuer will provide notice to S&P of any breach of any of the representations under this Section 3.6.

Representations Regarding Collateral. The Issuer represents and warrants on the Closing Date (which representations and warranties shall (except as otherwise provided) survive the execution of this Indenture and be deemed to be repeated on each date on which Collateral is Delivered as if made at and as of that time and may be waived only with Rating Agency Confirmation from S&P) that: (a) This Indenture creates valid and continuing security interests (as defined in the applicable Uniform Commercial Code) in the Collateral in favor of the Collateral Trustee for the benefit of the Secured Parties, which security interest is prior to all other liens, claims and encumbrances and is enforceable as such as against creditors of and purchasers from the Issuer, except as otherwise permitted under this IndentureIndenture and the Credit Agreement. (b) The Issuer owns the Collateral free and clear of any lien, claim or encumbrance of any Person, other than the security interests created or permitted under this Indenture. (c) The Issuer has received all consents and approvals required by the terms of any item of Collateral to the transfer to the Collateral Trustee of its interest and rights in the Collateral hereunder. (d) All Collateral other than the Pledged Accounts has been credited to one or more Pledged Accounts (other than (i) any "general intangibles" within the meaning of the applicable Uniform Commercial Code and (ii) any instruments evidencing debt underlying a Participation). (e) The Intermediary for each Pledged Account has agreed to treat all assets credited to each Pledged Account as "financial assets" within the meaning of the applicable Uniform Commercial Code. (f) The Issuer has taken all steps necessary to cause the Intermediary to identify in its records the Collateral Trustee as the entitlement holder of each of the Pledged Accounts. The Pledged Accounts are not in the name of any person other than the Issuer or the Collateral Trustee. The Issuer has not consented for the Intermediary of any Pledged Account to comply with entitlement orders of any person other than the Collateral Trustee. (g) None of the promissory notes that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Collateral Trustee. (h) The Issuer has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral Granted to the Collateral Trustee hereunder. (i) Other than as expressly permitted under this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer other than any financing statement relating to the security interest granted to the Collateral Trustee under this Indenture (or any such financing statement has been terminated on or before the Closing Date). The Issuer is not aware of any judgment, tax lien filing or Pension Benefit Guaranty Corporation lien filing against the Issuer. (j) The Issuer will provide notice to S&P of any breach of any of the representations under this Section 3.6.

Representations Regarding Collateral. The Issuer Borrower represents and warrants on the Closing Date (which representations and warranties shall (except as otherwise provided) survive the execution of this Indenture and be deemed to be repeated on each date on which Collateral is Delivered as if made at and as of that time and may be waived only with Rating Agency Confirmation from S&P) that: (a) This Indenture creates valid Borrower has full right and continuing title (either as owner of the Collateral Documents or a participation interest in and to the Collateral Documents) to the Collateral Documents, free from any lien, security interests interest, encumbrance or other right, title and interest of any other person or entity, other than a $875,000 undivided Senior Participation in the Bonds and the Collateral Documents relating to the Real Estate known as Factor's Walk Phase One (as defined such Collateral Documents are more fully described on Exhibit "A") held by ▇▇▇▇▇▇▇ Associates, which Senior Participation is being subordinated to the lien of Bank, all as more fully set forth in the applicable Uniform Commercial CodeSubordination Agreement referred to in Section 10.1(j) in the Collateral in favor of the Trustee for the benefit of the Secured Parties, which security interest is prior to all other liens, claims and encumbrances and is enforceable as such as against creditors of and purchasers from the Issuer, except as otherwise permitted under this Indentureherein. (b) The Issuer owns Borrower has not made any currently effective assignment of any interest in the Collateral free and clear of any lien, claim or encumbrance of any Person, Documents other than the security interests created or permitted under to Bank pursuant to this IndentureAgreement. (c) The Issuer No Obligor or Participation Seller has received all consents and approvals required by the terms of any item of Collateral set-off, defense or counterclaim to the transfer to the Trustee any of its interest and rights in obligations under any Collateral Document (as the Collateral hereundersame may have been modified by any forbearance agreement relating thereto). (d) All Subject to the provisions of any forbearance agreement relating thereto, all Collateral other than Documents are in full force and effect with respect to the Pledged Accounts has been credited to one or more Pledged Accounts (other than (i) any "general intangibles" within the meaning of the applicable Uniform Commercial Code and (ii) any instruments evidencing debt underlying a Participation)payment obligations arising under them. (e) The Intermediary for each Pledged Account has agreed to treat all assets credited to each Pledged Account Except as "financial assets" within may be specifically provided in the meaning of the applicable Uniform Commercial CodeCollateral Documents, no Payments have been collected, anticipated, waived, released, discounted or otherwise discharged or compromised except in accordance with their regularly scheduled payment dates. (f) The Issuer has taken all steps necessary There is only one original note evidencing each loan to cause which the Intermediary Collateral Documents relate, if applicable, only one original deed-in-lieu of foreclosure relating to identify in its records any loans to which the Trustee as the entitlement holder of each Collateral Documents relate, and, if applicable, only one Participation Certificate evidencing participation interests comprising a portion of the Pledged Accounts. The Pledged Accounts are not in Collateral, all of which, to the name of any person other than the Issuer or the Trustee. The Issuer has not consented for the Intermediary of any Pledged Account extent applicable, have been delivered to comply with entitlement orders of any person other than the TrusteeBank. (g) None of Resource XXIV is the promissory notes that constitute or evidence the Collateral record and beneficial owner of, and has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than legal title to the TrusteeBonds. The Bonds are and will remain, free and clear of all pledges, liens, security interests and other encumbrances and restrictions whatsoever. (h) The Issuer has caused or will have caused, within ten days pledge and assignment to Bank of the Closing Date, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the Bonds creates a valid first lien on and a first perfected security interest in the Collateral Granted Bonds and the proceeds thereof, subject to the Trustee hereunder. (i) Other than as expressly permitted under this Indentureno prior pledge, the Issuer has not pledgedlien, assignedmortgage, soldsecurity interest, granted or encumbrance or to any agreement purporting to grant to any third party a security interest in, in the property or otherwise conveyed any assets of Resource XXIV which would include the Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer other than any financing statement relating to the security interest granted to the Trustee under this Indenture (or any such financing statement has been terminated on or before the Closing Date). The Issuer is not aware of any judgment, tax lien filing or Pension Benefit Guaranty Corporation lien filing against the IssuerBonds. (j) The Issuer will provide notice to S&P of any breach of any of the representations under this Section 3.6.

Representations Regarding Collateral. The Issuer represents and warrants on the Closing Date (which representations and warranties shall (except as otherwise provided) survive the execution of this Indenture and be deemed to be repeated on each date on which Collateral is Delivered as if made at and as of that time and may be waived only with Rating Agency Confirmation from S&P) that: (a) This Indenture creates valid and continuing security interests (as defined in the applicable Uniform Commercial Code) in the Collateral in favor of the Collateral Trustee for the benefit of the Secured Parties, which security interest is prior to all other liens, claims and encumbrances and is enforceable as such as against creditors of and purchasers from the Issuer, except as otherwise permitted under this IndentureIndenture and the Credit Agreement. (b) The Issuer owns the Collateral free and clear of any lien, claim or encumbrance of any Person, other than the security interests created or permitted under this Indenture. (c) The Issuer has received all consents and approvals required by the terms of any item of Collateral to the transfer to the Collateral Trustee of its interest and rights in the Collateral hereunder. (d) All Collateral other than the Pledged Accounts has been credited to one or more Pledged Accounts (other than (i) any "“general intangibles" ” within the meaning of the applicable Uniform Commercial Code and (ii) any instruments evidencing debt underlying a Participation). (e) The Intermediary for each Pledged Account has agreed to treat all assets credited to each Pledged Account as "“financial assets" ” within the meaning of the applicable Uniform Commercial Code. (f) The Issuer has taken all steps necessary to cause the Intermediary to identify in its records the Collateral Trustee as the entitlement holder of each of the Pledged Accounts. The Pledged Accounts are not in the name of any person other than the Issuer or the Collateral Trustee. The Issuer has not consented for the Intermediary of any Pledged Account to comply with entitlement orders of any person other than the Collateral Trustee. (g) None of the promissory notes that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Collateral Trustee. (h) The Issuer has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral Granted to the Collateral Trustee hereunder. (i) Other than as expressly permitted under this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer other than any financing statement relating to the security interest granted to the Collateral Trustee under this Indenture (or any such financing statement has been terminated on or before the Closing Date). The Issuer is not aware of any judgment, tax lien filing or Pension Benefit Guaranty Corporation lien filing against the Issuer. (j) The Issuer will provide notice to S&P of any breach of any of the representations under this Section 3.6.

Representations Regarding Collateral. The Issuer represents and warrants on the Closing Date (which representations and warranties shall (except as otherwise provided) survive the execution of this Indenture and be deemed to be repeated on each date on which Collateral is Delivered as if made at and as of that time and may be waived only with Rating Agency Confirmation from S&P) that: (a) This Indenture creates valid and continuing security interests (as defined in the applicable Uniform Commercial Code) in the Collateral in favor of the Trustee for the benefit of the Secured Parties, which security interest is prior to all other liens, claims and encumbrances and is enforceable as such as against creditors of and purchasers from the Issuer, except as otherwise permitted under this Indenture. (b) The Issuer owns the Collateral free and clear of any lien, claim or encumbrance of any Person, other than the security interests created or permitted under this Indenture. (c) The Issuer has received all consents and approvals required by the terms of any item of Collateral to the transfer to the Trustee of its interest and rights in the Collateral hereunder. (d) All Collateral other than the Pledged Accounts has been credited to one or more Pledged Accounts (other than (i) any "“general intangibles" ” within the meaning of the applicable Uniform Commercial Code and (ii) any instruments evidencing debt underlying a Participation). (e) The Intermediary for each Pledged Account has agreed to treat all assets credited to each Pledged Account as "“financial assets" ” within the meaning of the applicable Uniform Commercial Code. (f) The Issuer has taken all steps necessary to cause the Intermediary to identify in its records the Trustee as the entitlement holder of each of the Pledged Accounts. The Pledged Accounts are not in the name of any person other than the Issuer or the Trustee. The Issuer has not consented for the Intermediary of any Pledged Account to comply with entitlement orders of any person other than the Trustee. (g) None of the promissory notes that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Trustee. (h) The Issuer has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral Granted to the Trustee hereunder. (i) Other than as expressly permitted under this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer other than any financing statement relating to the security interest granted to the Trustee under this Indenture (or any such financing statement has been terminated on or before the Closing Date). The Issuer is not aware of any judgment, tax lien filing or Pension Benefit Guaranty Corporation lien filing against the Issuer. (j) The Issuer will provide notice to S&P of any breach of any of the representations under this Section 3.6.

Representations Regarding Collateral. The Issuer represents and warrants on the Closing Date (which representations and warranties shall (except as otherwise provided) survive the execution of this Indenture and be deemed to be repeated on each date on which Collateral is Delivered as if made at and as of that time and may be waived only with Rating Agency Confirmation from S&P) that: (a) This Indenture creates valid and continuing security interests (as defined in the applicable Uniform Commercial Code) in the Collateral in favor of the Collateral Trustee for the benefit of the Secured Parties, which security interest is prior to all other liens, claims and encumbrances and is enforceable as such as against creditors of and purchasers from the Issuer, except as otherwise permitted under this IndentureIndenture and the Credit Agreements. (b) The Issuer owns the Collateral free and clear of any lien, claim or encumbrance of any Person, other than the security interests created or permitted under this Indenture. (c) The Issuer has received all consents and approvals required by the terms of any item of Collateral to the transfer to the Collateral Trustee of its interest and rights in the Collateral hereunder. (d) All Collateral other than the Pledged Accounts has been credited to one or more Pledged Accounts (other than (i) any "“general intangibles" ” within the meaning of the applicable Uniform Commercial Code and (ii) any instruments evidencing debt underlying a Participation). (e) The Intermediary for each Pledged Account has agreed to treat all assets credited to each Pledged Account as "“financial assets" ” within the meaning of the applicable Uniform Commercial Code. (f) The Issuer has taken all steps necessary to cause the Intermediary to identify in its records the Collateral Trustee as the entitlement holder of each of the Pledged Accounts. The Pledged Accounts are not in the name of any person other than the Issuer or the Collateral Trustee. The Issuer has not consented for the Intermediary of any Pledged Account to comply with entitlement orders of any person other than the Collateral Trustee. (g) None of the promissory notes that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Collateral Trustee. (h) The Issuer has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral Granted to the Collateral Trustee hereunder. (i) Other than as expressly permitted under this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer other than any financing statement relating to the security interest granted to the Collateral Trustee under this Indenture (or any such financing statement has been terminated on or before the Closing Date). The Issuer is not aware of any judgment, tax lien filing or Pension Benefit Guaranty Corporation lien filing against the Issuer. (j) The Issuer will provide notice to S&P of any breach of any of the representations under this Section 3.6.

Representations Regarding Collateral. The Issuer Issuer, as of the date hereof (and, as of the date of each acquisition of any Collateral), represents and warrants on to the Closing Date (which representations and warranties shall (except as otherwise provided) survive the execution of this Indenture and be deemed to be repeated on each date on which Collateral is Delivered as if made at and as of that time and may be waived only with Rating Agency Confirmation from S&P) thatfollowing: (a) This Indenture Agreement creates a valid and continuing security interests interest (as defined in the applicable Uniform Commercial CodeUCC) in the Collateral in favor of the Trustee Collateral Agent on behalf and for the benefit of the Secured Parties, which security interest is prior to all other liensLiens and security interests, claims and encumbrances and is enforceable as such as against creditors of and purchasers from the IssuerIssuer and, except as otherwise permitted under upon delivery of the Collateral Debt Securities in accordance with the requirements set forth in Annex A hereto and filing of the appropriate financing statements in the appropriate filing offices, the Lien and security interest created by this IndentureAgreement shall be a perfected first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties. (b) The Issuer owns and has good and marketable title to the Collateral free and clear of any lienLiens, claim claims, encumbrances or encumbrance defects of any Person, other than nature whatsoever except for those which are being released on the security interests Closing Date or on the date of purchase by the Issuer or those created pursuant to or permitted contemplated under this IndentureAgreement and encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on any Collateral Debt Security prior to the first payment date and owed by the Issuer to the seller of such Collateral Debt Security. (c) The Issuer has received all consents and approvals required by acquired its ownership in each such Collateral Debt Security, or will acquire in the terms case of any item Collateral Debt Securities which the Issuer has on or before the Closing Date committed to purchase but which will not have settled on or before the Closing Date, in good faith without notice of Collateral to the transfer to the Trustee of its interest and rights any adverse claim, except as described in the Collateral hereunderparagraph (b) above. (d) All Collateral other than the Pledged Accounts has been credited to one or more Pledged Accounts (other than The Issuer (i) has delivered each such Collateral Debt Security, or will deliver any "general intangibles" within Collateral Debt Securities which the meaning of Issuer has on or before the applicable Uniform Commercial Code Closing Date committed to purchase but which will not have settled on or before the Closing Date, to the Collateral Agent in accordance with Annex A hereto and (ii) any instruments evidencing debt underlying a Participation). (e) The Intermediary for each Pledged Account has agreed to treat all assets credited to each Pledged Account as "financial assets" within the meaning of the applicable Uniform Commercial Code. (f) The Issuer has taken all steps necessary to cause the Intermediary to identify in its records the Trustee as the entitlement holder of each of the Pledged Accounts. The Pledged Accounts are not in the name of any person other than the Issuer or the Trustee. The Issuer has not consented for the Intermediary of any Pledged Account to comply with entitlement orders of any person other than the Trustee. (g) None of the promissory notes that constitute or evidence the Collateral has any marks or notations indicating that they have been assigned, pledged, assigned or otherwise conveyed to any Person other than to the Trustee. (h) The Issuer has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral Granted to the Trustee hereunder. (i) Other than as expressly permitted under this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, in or otherwise conveyed encumbered any of the Collateral. interest in such Collateral Debt Security other than interests Granted pursuant to this Agreement; (e) The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer other than any financing statement relating full right to the Grant all security interest granted to the Trustee under this Indenture (or any such financing statement has been terminated on or before the Closing Date). The Issuer is not aware of any judgment, tax lien filing or Pension Benefit Guaranty Corporation lien filing against the Issuerinterests Granted herein. (jf) The Issuer will provide notice to S&P All Collateral is comprised of any breach of any of either “securities”, “instruments”, “tangible chattel paper”, “accounts”, “security entitlements” or “general intangibles”, in each case as defined in the representations under this Section 3.6applicable UCC.

Representations Regarding Collateral. The Issuer Issuer, as of the date hereof (and, as of the date of each acquisition of any Collateral), represents and warrants on to the Closing Date (which representations and warranties shall (except as otherwise provided) survive the execution of this Indenture and be deemed to be repeated on each date on which Collateral is Delivered as if made at and as of that time and may be waived only with Rating Agency Confirmation from S&P) thatfollowing: (a) This Indenture Agreement creates a valid and continuing security interests interest (as defined in the applicable Uniform Commercial CodeUCC) in the Collateral in favor of the Trustee on behalf and for the benefit of the Secured Parties, which security interest is prior to all other liensLiens and security interests, claims and encumbrances and is enforceable as such as against creditors of and purchasers from the IssuerIssuer and, except as otherwise permitted under upon delivery of the Collateral Debt Securities in accordance with the requirements set forth in Annex A hereto and filing of the appropriate financing statements in the appropriate filing offices, the Lien and security interest created by this IndentureAgreement shall be a perfected first priority security interest in favor of the Trustee for the benefit of the Secured Parties. (b) The Issuer owns and has good and marketable title to the Collateral free and clear of any lienLiens, claim claims, encumbrances or encumbrance defects of any Person, other than nature whatsoever except for those which are being released on the security interests Closing Date or on the date of purchase by the Issuer or those created pursuant to or permitted contemplated under this IndentureAgreement and encumbrances arising from due bills, if any, with respect to interest, or a portion thereof, accrued on any Collateral Debt Security prior to the first payment date and owed by the Issuer to the seller of such Collateral Debt Security. (c) The Issuer has received all consents and approvals required acquired its ownership in each such Collateral Debt Security, or will acquire in the case of any Collateral Debt Securities which the Issuer has on or before the Closing Date committed to purchase but which will not have settled on or before the Closing Date or any additional Collateral Debt Securities or Substitute Collateral Debt Securities acquired by the terms Issuer after the Closing Date, in good faith without notice of any item of Collateral to the transfer to the Trustee of its interest and rights adverse claim, except as described in the Collateral hereunderparagraph (b) above. (d) All Collateral other than the Pledged Accounts has been credited to one or more Pledged Accounts (other than The Issuer (i) has delivered each such Collateral Debt Security, or will deliver any "general intangibles" within Collateral Debt Securities which the meaning of Issuer has on or before the applicable Uniform Commercial Code Closing Date committed to purchase but which will not have settled on or before the Closing Date or any additional Collateral Debt Securities or Substitute Collateral Debt Securities acquired by the Issuer after the Closing Date, to the Trustee in accordance with Annex A hereto and (ii) has not assigned, pledged, sold, Granted a security interest in or otherwise encumbered any instruments evidencing debt underlying a Participation).interest in such Collateral Debt Security other than interests Granted pursuant to this Agreement; (e) The Intermediary for each Pledged Account Issuer has agreed full right to treat Grant all assets credited to each Pledged Account as "financial assets" within the meaning of the applicable Uniform Commercial Codesecurity interests Granted herein. (f) The Issuer has taken all steps necessary to cause the Intermediary to identify All Collateral is comprised of either “securities”, “instruments”, “tangible chattel paper”, “accounts”, “security entitlements” or “general intangibles”, in its records the Trustee each case as the entitlement holder of each of the Pledged Accounts. The Pledged Accounts are not defined in the name of any person other than the Issuer or the Trustee. The Issuer has not consented for the Intermediary of any Pledged Account to comply with entitlement orders of any person other than the Trusteeapplicable UCC. (g) None of the promissory notes that constitute or evidence the Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Trustee. (h) The Issuer has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing offices in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral Granted to the Trustee hereunder. (i) Other than as expressly permitted under this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer other than any financing statement relating to the security interest granted to the Trustee under this Indenture (or any such financing statement has been terminated on or before the Closing Date). The Issuer is not aware of any judgment, tax lien filing or Pension Benefit Guaranty Corporation lien filing against the Issuer. (j) The Issuer will provide notice to S&P of any breach of any of the representations under this Section 3.6.