Except as would not reasonably be expected to, individually or in the aggregate, result in Material Adverse Effect, none of the Borrower or any Subsidiary will (a) become the sponsor of, contribute to, be required to contribute to or otherwise incur actual or potential liability with respect to, any Benefit Plan, (b) cause any “employee benefit plan,” as defined in section 3(3) of ERISA, that (i) provides retirement benefits, (ii) is sponsored by the Borrower, any Subsidiary, or, with 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) of the Code to cease to be tax qualified, (c) cause the assets 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 “employee benefit plan” (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.