definiens: as defined in sect ion 3(3 ) of ERISA, that ( i ) provides retirement benefits, ( ii ) is sponsored by the Borrower, any Subsidiary, or, w ith respect to any such plan that is subject to section 412 of the Code, section 302 of ERISA or Title IV of ERISA, any of their ERISA Affiliates, and ( iii ) is intended to be tax - qualified under section 401(a ) o f the Code to cease to be tax qualified, ( c ) cause the as sets of any tax - qualified retirement plan described in the preceding clause ( ii ) to become invested in Capital Securities of the Borrower or ( d ) cause any ( as defined in section 3(3 ) of ERISA ) sponsored, maintained, contributed to or required to be contributed to by the Borrower or any Subsidiary to fail to comply with its terms and applicable law