definiens: ( withinthe meaning of Section 5000(b)(1 ) of the Code ) has been operated in compliancewith all Law applicable to such plan, its terms, and with the group health plancontinuation coverage requirements of Section 4980B of the Code and Sections 601through 608 of ERISA ( ), Section 4980D of the Code and Sections701 through 707 of ERISA, Title XXII of the Public Health Service Act and theprovisions of the Social Security Act, to the extent such requirements areapplicable, except for such failures to comply as would not reasonably beexpected to have a Company Material Adverse Effect . Except as set forth onSchedule 2.14(d ) of the Company Disclosure Schedule, no Company Employee Plan orwritten or, to the 22 < PAGE > knowledge of the Company, oral, agreement exists which obligates the Company orany Company ERISA Affiliate to provide health care coverage, medical, surgical, hospitalization, death or similar benefits ( whether or not insured ) to anyemployee, former employee or director of the Company or any Company ERISAAffiliate following such employee 's, former employee 's or director 's terminationof employment with the Company or any Company ERISA Affiliate, including retireemedical, health or life benefits, other than COBRA Coverage or other applicableLaw