AS THE "COMPANY PLANS."
(B)
WITH RESPECT TO EACH COMPANY PLAN, THE COMPANY HAS PROVIDED OR
MADE AVAILABLE TO PARENT A CURRENT, ACCURATE AND COMPLETE COPY (OR, TO THE
EXTENT NO SUCH COPY EXISTS, AN ACCURATE DESCRIPTION) THEREOF AND, TO THE EXTENT
APPLICABLE: (I) ANY RELATED ADOPTION
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AGREEMENTS, TRUST AGREEMENTS, INSURANCE CONTRACTS AND/OR OTHER FUNDING
INSTRUMENTS OR AGREEMENTS (INCLUDING ANY AMENDMENTS THERETO); (II) THE MOST
RECENT DETERMINATION LETTER, IF APPLICABLE AND ANY PENDING REQUEST FOR SUCH A
LETTER; (III) ANY SUMMARY PLAN DESCRIPTION AND OTHER WRITTEN COMMUNICATIONS (OR
A WRITTEN DESCRIPTION OF ANY ORAL COMMUNICATIONS) BY THE COMPANY OR ITS
SUBSIDIARIES TO THE COMPANY EMPLOYEES OR ANY COMPANY INDEPENDENT CONTRACTORS
CONCERNING THE EXTENT OF THE BENEFITS PROVIDED UNDER A COMPANY PLAN; (IV) A
SUMMARY OF ANY PROPOSED AMENDMENTS OR CHANGES ANTICIPATED TO BE MADE TO
(INCLUDING ANY TERMINATIONS OF) ANY OF THE COMPANY PLANS AT ANY TIME WITHIN THE
TWELVE MONTHS IMMEDIATELY FOLLOWING THE DATE HEREOF, EXCEPT FOR SUCH PROPOSED
AMENDMENTS OR CHANGES THAT ARE REQUIRED BY APPLICABLE LAW, (V) THE MOST RECENT
NON-DISCRIMINATION TESTS PERFORMED UNDER THE CODE (INCLUDING 401(K) AND 401(M)
TESTS) AND ALL FILINGS MADE BY THE COMPANY OR ANY COMPANY SUBSIDIARY WITH ANY
GOVERNMENTAL ENTITY, INCLUDING UNDER THE VOLUNTARY COMPLIANCE RESOLUTION OR
CLOSING AGREEMENT PROGRAM OR THE DEPARTMENT OF LABOR DELINQUENT FILER PROGRAM;
AND (VI) FOR THE THREE MOST RECENT COMPLETED YEARS (A) THE FORM 5500 AND
ATTACHED SCHEDULES, (B) AUDITED FINANCIAL STATEMENTS, (C) ACTUARIAL VALUATION
REPORTS AND FUNDING AND/OR FINANCIAL INFORMATION RETURNS AND STATEMENTS, AND
(D) ATTORNEY'S RESPONSE TO AN AUDITOR'S REQUEST FOR INFORMATION.
(C)
(I) EACH COMPANY PLAN HAS BEEN ESTABLISHED, MAINTAINED AND
ADMINISTERED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH ITS TERMS, AND IN
COMPLIANCE WITH THE APPLICABLE PROVISIONS OF ERISA, THE CODE AND OTHER
APPLICABLE LAWS, RULES AND REGULATIONS, AND ALL CONTRIBUTIONS REQUIRED TO BE
MADE UNDER THE TERMS OF ANY COMPANY PLAN AS OF THE DATE HEREOF HAVE BEEN TIMELY
MADE OR, IF NOT YET DUE, HAVE BEEN PROPERLY REFLECTED ON THE COMPANY'S FINANCIAL
STATEMENTS; (II) EACH COMPANY PLAN WHICH IS INTENDED TO BE QUALIFIED WITHIN THE
MEANING OF SECTION 401(A) OF THE CODE IS SO QUALIFIED AND HAS RECEIVED A
FAVORABLE DETERMINATION LETTER AS TO ITS QUALIFICATION, AND NOTHING HAS
OCCURRED, WHETHER BY ACTION OR FAILURE TO ACT, THAT WOULD REASONABLY BE EXPECTED
TO CAUSE THE LOSS OF SUCH QUALIFICATION OR AFFECT THE TAX EXEMPT STATUS OF ANY
RELATED TRUST; (III) NO EVENT HAS OCCURRED AND NO CONDITION EXISTS THAT WOULD
REASONABLY BE EXPECTED TO SUBJECT THE COMPANY OR ITS SUBSIDIARIES, EITHER
DIRECTLY OR BY REASON OF THEIR AFFILIATION WITH ANY MEMBER OF THEIR "CONTROLLED
GROUP" (DEFINED AS ANY ORGANIZATION WHICH IS A MEMBER OF A CONTROLLED GROUP OF
ORGANIZATIONS WITHIN THE MEANING OF SECTIONS 414(B), (C), (M) OR (O) OF THE
CODE), TO ANY MATERIAL TAX, FINE, LIEN, PENALTY OR OTHER MATERIAL LIABILITY
IMPOSED BY ERISA, THE CODE OR OTHER APPLICABLE LAWS, RULES AND REGULATIONS; (IV)
FOR EACH COMPANY PLAN WITH RESPECT TO WHICH A FORM 5500