Common use of Benefit Plans and Agreements Clause in Contracts

Benefit Plans and Agreements. None of the Borrower or any Subsidiary will (a) become the sponsor of, incur any responsibility to contribute to or otherwise incur actual or potential liability with respect to, any Benefit Plan, (b) allow any “employee benefit plan” as defined in section 3(3) of ERISA that provides retirement benefits, is sponsored by the Borrower, any Subsidiary or any of their ERISA Affiliates, and is intended to be Tax qualified under section 401 or 501 of the Code to cease to be Tax qualified, (c) allow the assets of any Tax qualified retirement plan to become invested in Capital Securities of the Borrower or any Subsidiary, (d) allow 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 in all material respects with its terms and applicable Laws, or (e) allow any employee benefit plan as defined in section 3(3) of ERISA that provides medical, dental, vision, or long-term disability benefits and that is sponsored by the Borrower or any of its Subsidiaries or any of their ERISA Affiliates (or under which any of these Persons has any actual or potential liability), to cease to be fully insured by a third party insurance company. None of the Borrower or any of its Subsidiaries will enter into any employment, severance, change in control, independent contractor, or consulting agreements or grant any equity awards other than in the ordinary course of business and consistent with past practice.

Benefit Plans and Agreements. (a) None of the Borrower or Loan Parties nor any Subsidiary of their respective Subsidiaries will (ai) become the sponsor of, incur any responsibility to contribute to or otherwise incur actual or potential liability with respect to, any Benefit Plan, (bii) allow any “employee benefit plan” as defined in section 3(3) of ERISA that provides retirement benefits, benefits and that is sponsored by the Borrowerany Loan Party or any of its respective Subsidiaries, any Subsidiary or any of their ERISA AffiliatesAffiliates (or under which any of these entities has any actual or potential liability), and is intended to be Tax tax qualified under section 401 or 501 of the Code to cease to be Tax tax qualified, (ciii) allow the assets of any Tax tax qualified retirement plan to become invested in Capital Securities of the Borrower any Loan Party or any Subsidiary, of its respective Subsidiaries or (div) allow any “employee benefit plan” (as defined in section 3(3) of ERISA) , program or arrangement sponsored, maintained, contributed to or required to be contributed to by the Borrower any Loan Party or any Subsidiary of its respective Subsidiaries (or under which any of these entities has any actual or potential liability) to fail to comply in all material respects with its terms and applicable Lawslaw or to become self-insured. (b) Except as set forth on Schedule 8.15(b), or (e) allow any employee benefit plan as defined in section 3(3) none of ERISA that provides medical, dental, vision, or long-term disability benefits and that is sponsored by the Borrower or any of its Subsidiaries or Loan Parties nor any of their ERISA Affiliates (or under which any of these Persons has any actual or potential liability), to cease to be fully insured by a third party insurance company. None of the Borrower or any of its respective Subsidiaries will enter into any employment, severance, change in control, independent contractor, or consulting agreements or tax gross-up agreement or grant any equity awards other than in the ordinary course of ordinary business and or consistent with past practicepractice of the Loan Parties.