definiens: within the meaning of Section 401(a ) of the Code ( or qualified or registered under any comp arable provision under applicable foreign Law ) ( i ) has received and maintains a current favorable determin ation letter as to such qualification or registrati on from the Internal Revenue Service ( or any comparable Governm ental Entity ), or ( ii ) has been 19 established under a standardized prototype plan for which an opinion letter from the Internal Revenue Service ( or any comparable Governmental Entity ) has been ob tained by the plan sponsor and is valid as to the a dopting employer, and, in each case, no event has occurred, either by reason of any action or failure to act, that would reasonably be expected to cause the loss of any suc h qualification, registration or tax - exempt status, except where such loss of qualification, registration or t ax - exempt status has not resulted in, and would not reasonably be expected to result in, individually or in the ag gregate, a material liability to the Company