The Issuer will not access, use or withdraw the proceeds of the Notes until such time as (i) the Lien on, and security interest in, all right, title and interest of the Issuer in the Collateral (other than the Litigation Proceeds and the Pledged Deposit Accounts), as security for the Secured Obligations, has been perfected and constitutes and creates a fully perfected Lien; (ii) an Opinion of Counsel has been delivered to the Indenture Trustee that the Security Documents (other than the Account Control Agreement) are valid and enforceable against the Issuer and constitute and create a fully perfected Lien on, and security interest in, all right, title and interest of the Issuer in the Collateral (other than the Litigation Proceeds and the Pledged Deposit Accounts), as security for the Secured Obligations; and (iii) the Issuer has complied with its other obligations under Section 4.11 of the Indenture (other than with respect to the Account Control Agreement).