All or Substantially All Assets. The Company shall not, nor shall it permit its Significant Guarantors to, Dispose of all or substantially all of the assets of the Company and its Subsidiaries, on a consolidated basis, other than pursuant to a transaction permitted under [Section 7.4(a)].

All U.K. Pension Plans established or maintained by the EnTrust Entities are disclosed in Section 4.23(k) of the Disclosure Schedule. Such U.K. Pension Plans are the only arrangements under which the EnTrust Entities have or may have any obligation (whether or not legally binding) to provide or contribute towards pension, lump-sum, death, ill-health, disability or accident benefits in respect of its past or present U.K. officers and employees. All such U.K. Pension Plans are defined contribution pension arrangements and, as such, provide money purchase benefits as defined in section 121 of the Pension Schemes Act 1993, as amended. None of the EnTrust Entities has or may have any obligations to provide or contribute towards pension, lump sum, death, ill health, disability or accident benefits for any past or present U.K. officer or employee under a defined benefit pension plan. No proposal or announcement has been made to any U.K. employee or officer of the EnTrust Entities as to the introduction, continuance, increase or improvement of, or the payment of a contribution towards, any other pension, lump-sum, death, ill-health, disability or accident benefit. The EnTrust Entities have complied with their automatic enrollment obligations as required by the Pensions Act 2008 and associated legislation. No notices, fines, or other sanctions have been issued by the U.K. Pensions Plans regulator and no instances of non-compliance with the automatic enrolment obligations have been notified to the U.K. Pensions Plans regulator in respect of the EnTrust Entities.

All U.K. Pension Plans established or maintained by the Permal Entities are disclosed in Section 5.23(k) of the Disclosure Schedule. Such U.K. Pension Plans are the only arrangements under which the Permal Entities have or may have any obligation (whether or not legally binding) to provide or contribute towards pension, lump-sum, death, ill-health, disability or accident benefits in respect of its past or present U.K. officers and employees. All such U.K. Pension Plans are defined contribution pension arrangements and, as such, provide money purchase benefits as defined in section 121 of the Pension Schemes Act 1993, as amended. None of the Permal Entities has or may have any obligations to provide or contribute towards pension, lump sum, death, ill health, disability or accident benefits for any past or present U.K. officer or employee under a defined benefit pension plan. No proposal or announcement has been made to any U.K. employee or officer of the Permal Entities as to the introduction, continuance, increase or improvement of, or the payment of a contribution towards, any other pension, lump-sum, death, ill-health, disability or accident benefit. The Permal Entities have complied with their automatic enrollment obligations as required by the Pensions Act 2008 and associated legislation. No notices, fines, or other sanctions have been issued by the U.K. Pensions Plans regulator and no instances of non-compliance with the automatic enrolment obligations have been notified to the U.K. Pensions Plans regulator in respect of the Permal Entities.

Sale of All or Substantially All Assets. Sell, lease, transfer or otherwise dispose of all or substantially all of its assets, in each case for the Borrower and the Borrower and its Subsidiaries taken as a whole, except in connection with # a transaction authorized by [Section 5.02(b) or (ii)])] any Qualified Receivables Transaction or Third-Party Vendor Financing Programs. For the avoidance of doubt, the Borrower and its Subsidiaries may sell inventory and excess, damaged, obsolete or worn-out assets, in each case in the ordinary course of business.

All Non-U.S. Plans have been established, operated, administered and maintained in compliance with all laws, regulations and orders applicable thereto, except where failure so to comply could not be reasonably expected to have a Material Adverse Effect. All premiums, contributions and any other amounts required by applicable Non-U.S. Plan documents or applicable laws to be paid or accrued by the Parent and any foreign Subsidiary have been paid or accrued as required, except where failure so to pay or accrue could not be reasonably expected to have a Material Adverse Effect.

All minute books and corporate seals, stock books, Tax Returns and similar records of the Seller other than the Books and Records;

All Other Terminations. In case of All Other Terminations, unless your termination of employment is a Qualifying Termination as described below, the Restricted Stock Units (and any related dividend equivalents) shall be immediately canceled as of the date of your termination of employment. [For Mr. Montag: Notwithstanding the foregoing or any other provision herein to the contrary, in accordance with the terms of your offer letter dated May 1, 2008, if your employment is terminated by [[Bank of America:Organization]] without “Cause” or you terminate your employment for “Good Reason” (as such terms are defined in your offer letter), then the Restricted Stock Units (and any related dividend equivalents) shall continue to become earned and payable in accordance with paragraph # above (without regard to whether you are employed by [[Bank of America:Organization]] and its Subsidiaries as of the Settlement Date), subject to your complying with the covenants set forth in paragraph # below and to the additional performance-based cancellation provision set forth in paragraph # below.]

All Consents Required. All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental Authority required for the due execution, delivery and performance by the Borrower of the Borrower Basic Documents have been obtained.

Default Rate. After the occurrence and during the continuance of an Event of Default, Borrower shall pay interest on the aggregate, outstanding principal balance hereunder from the date due until such past due amounts are paid in full, at a per annum rate equal to the Default Rate. All computations of such interest shall be based on a year of 360 days and actual days elapsed.

Successor Rate. The Administrative Agent will promptly (in one or more notices) notify ​ and each Lender of the implementation of any Successor Rate.