definiens: as defined in section 3(3 ) of ERISA that ( i ) provides retirement benefits, ( ii ) is spon sored by the Borrower, any Subsidiary, or, with res pect to any such plan that is subject to section 412 of the Cod e, section 302 of ERISA or Title IV of ERISA, any o f their ERISA Affiliates, and ( iii ) is intended to be tax - q ualified under section 401(a ) of the Code has recei ved a determination letter or opinion letter from the Int ernal Revenue Service on which it is entitled to re ly, and no assets of any such plan are invested in Capital Sec urities of the Borrower ; and ( d ) each ( as defined in section 3(3 ) of ERISA ) sponsor ed, maintained, contributed to or required to be co ntributed to by the Borrower or any Subsidiary complies with its terms and applicable law