definiens: ( within the meaning of Section 5000(b)(1 ) of the Code ) has been operated incompliance with all Law applicable to such plan, its terms, and with the grouphealth plan continuation coverage 47 < PAGE > requirements of Section 4980B of the Code and Sections 601 through 608 of ERISA ( ), Section 4980D of the Code and Sections 701 through 707 ofERISA, Title XXII of the Public Health Service Act and the provisions of theSocial Security Act, to the extent such requirements are applicable, except forsuch failures to comply as would not reasonably be expected to have a ParentMaterial Adverse Effect . No Parent Group Employee Plan or written or, to theknowledge of Parent, oral, agreement exists which obligates Parent or any ParentERISA Affiliate to provide health care coverage, medical, surgical, hospitalization, death or similar benefits ( whether or not insured ) to anyemployee, former employee or director of Parent or any Parent ERISA Affiliatefollowing such employee 's, former employee 's or director 's termination ofemployment with Parent or any Parent ERISA Affiliate, including retiree medical, health or life benefits, other than COBRA Coverage or other applicable Law