Common use of Absence of Changes in Benefit Plans; ERISA Compliance Clause in Contracts

Absence of Changes in Benefit Plans; ERISA Compliance. (i) Except as disclosed in the Camden SEC Documents or in SCHEDULE 3.2(k)(i) to the Camden Disclosure Letter and except as permitted by Section 4.2 (for the purpose of this sentence, as if Section 4.2 had been in effect since December 31, 1996), since the date of the most recent audited financial statements included in the Camden SEC Documents, there has not been any adoption or amendment by Camden or any Camden Subsidiary of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding or oral or in writing) providing benefits to any current or former employee, officer or director of Camden, any Camden Subsidiary, or any Person affiliated with Camden under Section 414 (b), (c), (m) or (o) of the Code (collectively, "CAMDEN BENEFIT PLANS"). (ii) Except as described in the Camden SEC Documents or in SCHEDULE 3.2(k)(ii) to the Camden Disclosure Letter or as would not have a Camden Material Adverse Effect, (A) all Camden Benefit Plans, including any such plan that is an "employee benefit plan" as defined in Section 3(3) of ERISA, are in compliance with all applicable requirements of law, including ERISA and the Code, and (B) neither Camden nor any Camden Subsidiary has any liabilities or obligations with respect to any such Camden Benefit Plans, whether accrued, contingent or otherwise, nor to the Knowledge of Camden are any such liabilities or obligations expected to be incurred. Except as set forth in SCHEDULE 3.2(k)(ii) to the Camden Disclosure Letter, the execution of the Agreement and the performance of the Transactions will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Camden Benefit Plan, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or director. The only severance agreements or severance policies applicable to Camden or Camden Subsidiaries are the agreement and policies 37 specifically referred to in SCHEDULE 3.2(k)(ii) to the Camden Disclosure Letter.

Absence of Changes in Benefit Plans; ERISA Compliance. (i) Except as disclosed in the Camden Company SEC Documents or in SCHEDULE 3.2(k)(iSchedule 3.1(k) (i) to the Camden Company Disclosure Letter and except as permitted by Section 4.2 4.1 (for the purpose of this sentence, as if Section 4.2 4.1 had been in effect since December 31, 19961995), since the date of the most recent audited financial statements included in the Camden Company SEC Documents, there has not been any adoption or amendment by Camden the Company or any Camden Company Subsidiary of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding binding, or oral or in writing) providing benefits to any current or former employee, officer or director of Camdenthe Company, any Camden Company Subsidiary, or any Person person affiliated with Camden the Company under Section 414 (b), (c), (m) or (o) of the Code (collectively, "CAMDEN BENEFIT PLANSCompany Benefit Plans"). (ii) Except as described in the Camden Company SEC Documents or in SCHEDULE 3.2(k)(iiSchedule 3.1(k) (ii) to the Camden Company Disclosure Letter or as would not have a Camden Material Adverse Effect, (A) all Camden Company Benefit Plans, Plans of the Company and the Company Subsidiaries including any such plan that is an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), are in compliance with all applicable requirements of law, including ERISA and the Code, and (B) neither Camden the Company nor any Camden Company Subsidiary has any liabilities or obligations with respect to any such Camden Company Benefit PlansPlan, whether accrued, contingent or otherwise, nor to the Knowledge of Camden the Company are any such liabilities or obligations expected to be incurred. Except as set forth in SCHEDULE 3.2(k)(iiSchedule 3.1(k) (ii) to the Camden Company Disclosure Letter, the execution of the Agreement of, and the performance of the Transactions transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Camden Company Benefit PlanPlan of the Company or a Company Subsidiary, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or director. The only severance agreements or severance policies applicable to Camden the Company or Camden the Company Subsidiaries are the agreement and policies 37 specifically referred to in SCHEDULE 3.2(k)(iiSchedule 3.1(k) (ii) to the Camden Company Disclosure LetterLetter and the severance program referred to in Section 5.12(c).

Absence of Changes in Benefit Plans; ERISA Compliance. (i) Except as disclosed in the Camden ROC Filed SEC Documents or in SCHEDULE 3.2(k)(iSchedule 3.1(h)(i) to the Camden ROC Disclosure Letter and except as permitted by Section 4.2 4.1 (for the purpose of this sentence, as if Section 4.2 4.1 had been in effect since December 31, 19961995), since the date of the most recent audited financial statements included in the Camden ROC Filed SEC Documents, there has not been any adoption or amendment in any material respect by Camden ROC or any Camden ROC Subsidiary of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding or oral or in writingbinding) providing benefits to any current or former employee, officer or director of Camden, any Camden Subsidiary, ROC or any Person ROC Subsidiary or any person affiliated with Camden ROC under Section 414 (b414(b), (c), (m) or (o) of the Code (collectively, "CAMDEN BENEFIT PLANSROC Benefit Plans"). (ii) Except as described in the Camden ROC Filed SEC Documents or in SCHEDULE 3.2(k)(iiSchedule 3.1(h)(ii) to the Camden ROC Disclosure Letter or as would not have a Camden ROC Material Adverse Effect, (A) all Camden ROC Benefit Plans, including any such plan that is an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), are in compliance with all applicable requirements of law, including ERISA and the Code, and (B) neither Camden ROC nor any Camden ROC Subsidiary has any liabilities or obligations with respect to any such Camden ROC Benefit PlansPlan, whether accrued, contingent or otherwiseotherwise (other than obligations to make contributions and pay benefits and administrative costs incurred in the ordinary course), nor to the Knowledge knowledge of Camden ROC are any such liabilities or obligations expected to be incurred. Except as set forth in SCHEDULE 3.2(k)(iiSchedule 3.1(h)(ii) to the Camden ROC Disclosure Letter, the execution of the Agreement of, and the performance of the Transactions contemplated in, this Agreement will not (either alone or upon together with the occurrence of any additional or subsequent events) constitute an event under any Camden ROC Benefit Plan, policy, arrangement or agreement or any agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or director. The only severance agreements or severance policies applicable to Camden ROC or Camden the ROC Subsidiaries are the agreement and policies 37 specifically referred to in SCHEDULE 3.2(k)(iiSchedule 3.1(h)(ii) to the Camden ROC Disclosure Letter.

Absence of Changes in Benefit Plans; ERISA Compliance. (i) Except as disclosed in the Camden SEC Documents or in SCHEDULE 3.2(k)(i3.2(k) (i) to the Camden Disclosure Letter and except as permitted by Section 4.2 (for the purpose of this sentence, as if Section 4.2 had been in effect since December 31, 19961995), since the date of the most recent audited financial statements included in the Camden SEC Documents, there has not been any adoption or amendment by Camden or any Camden Subsidiary of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding or oral or in writing) providing benefits to any current or former employee, officer or director of Camden, any Camden Subsidiary, or any Person person affiliated with Camden under Section 414 (b), (c), (m) or (o) of the Code (collectively, "CAMDEN BENEFIT PLANS"). (ii) Except as described in the Camden SEC Documents or in SCHEDULE 3.2(k)(ii3.2(k) (ii) to the Camden Disclosure Letter or as would not have a Camden Material Adverse Effect, (A) all Camden Benefit Plans, including any such plan that is an "employee benefit plan" as defined in Section 3(3) of ERISA, are in compliance with all applicable requirements of law, including ERISA and the Code, and (B) neither Camden nor any Camden Subsidiary has any liabilities or obligations with respect to any such Camden Benefit Plans, whether accrued, contingent or otherwise, nor to the Knowledge of Camden are any such liabilities or obligations expected to be incurred. Except as set forth in SCHEDULE 3.2(k)(ii3.2(k) (ii) to the Camden Disclosure Letter, the execution of the Agreement of, and the performance of the Transactions transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Camden Benefit Plan, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or director. The only severance agreements or severance policies applicable to Camden or Camden Subsidiaries are the agreement and policies 37 specifically referred to in SCHEDULE 3.2(k)(ii) to the Camden Disclosure LetterLetter and the severance program referred to in Section 5.12 (c).

Absence of Changes in Benefit Plans; ERISA Compliance. (ia) Except as disclosed in the Camden Capital SEC Documents or in SCHEDULE 3.2(k)(ion Schedule 5.12(a) to the Camden Disclosure Letter and except as permitted by Section 4.2 7.1 (for the purpose of this sentence, as if Section 4.2 7.1 had been in effect since December 31, 19962002), since the date of the most recent audited financial statements included in the Camden Capital SEC Documents, there has not been any adoption or amendment by Camden Capital or any Camden Capital Subsidiary of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding binding, or oral or in writing) providing benefits to any current or former employee, officer or director of CamdenCapital, any Camden Subsidiary, Capital Subsidiary or any Person person affiliated with Camden Capital under Section 414 (b414(b), (c), (m) or (o) of the Code (collectively, "CAMDEN BENEFIT PLANSCapital Benefit Plans"). (iib) Except as described in the Camden Capital SEC Documents or in SCHEDULE 3.2(k)(iion Schedule 5.12(b) to the Camden Disclosure Letter or as would not have a Camden Capital Material Adverse Effect, (Ai) all Camden Capital Benefit Plans, including any such plan that is an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), are in material compliance with all applicable requirements of law, including ERISA and the Code, and (Bii) neither Camden Capital nor any Camden Capital Subsidiary has any liabilities or obligations with respect to any such Camden Capital Benefit PlansPlan, whether accrued, contingent or otherwise, nor to the Knowledge knowledge of Camden Capital are any such liabilities or obligations expected to be incurred. Except as set forth in SCHEDULE 3.2(k)(ii) to the Camden Disclosure Letteron Schedule 5.12(b), the execution of the Agreement of, and the performance of the Transactions transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Camden Capital Benefit Plan, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or director. The only severance agreements or severance policies applicable to Camden Capital or Camden the Capital Subsidiaries are the agreement agreements and policies 37 specifically referred to in SCHEDULE 3.2(k)(ii) to the Camden Disclosure Letteron Schedule 5.12(b).

Absence of Changes in Benefit Plans; ERISA Compliance. (ia) Except as disclosed in the Camden SEC Documents or in SCHEDULE 3.2(k)(i) to the Camden Disclosure Letter and except as permitted by Section 4.2 (for the purpose of this sentence, as if Section 4.2 had been in effect since December 31, 1996), since From the date of the most recent audited financial statements included in the Camden Company SEC DocumentsDocuments filed with the SEC prior to the date of this Agreement, other than in the ordinary course of business, there has not been any adoption or amendment in any material respect by Camden the Company of any collective bargaining agreement or any Camden Subsidiary of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding or oral or in writingbinding) providing benefits to any current or former employee, officer or director of Camden, any Camden Subsidiary, or any Person affiliated with Camden under Section 414 (b), (c), (m) or (o) of the Code Company (collectively, "CAMDEN COMPANY BENEFIT PLANS"). (iib) Except as described in the Camden SEC Documents or in SCHEDULE 3.2(k)(ii) to the Camden The Company Disclosure Letter or as would not have contains a Camden Material Adverse Effect, list of (Ai) all Camden Benefit Plans, including any such plan that is an "employee pension benefit planplans" (as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "COMPANY PENSION PLANS"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) maintained by Parent or IOS and in which the Company participates (any such plans maintained by Parent or IOS and in which the Company participates (the "PARTICIPATION PLANS") and (ii) all other Company Benefit Plans maintained by the Company for the benefit of any employees, are officers or directors of the Company. The Company represents and warrants that all Company Benefit Plans (other than any Participation Plans) have been maintained in compliance with all applicable requirements laws (including the filing of lawall required reports), except to the extent that any failure to so comply, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. (c) To the knowledge of the Company, none of the Company, any officer of the Company or any of the Company Benefit Plans which is subject to ERISA, including the Company Pension Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA and or Section 4975 of the Code, and (B) neither Camden nor or any Camden Subsidiary has other breach of fiduciary responsibility that could subject the Company or any liabilities officer of the Company to the tax or obligations with respect penalty on prohibited transactions imposed by such Section 4975 or to any such Camden Benefit Plans, whether accrued, contingent liability under Section 502(i) or otherwise, nor to the Knowledge 502(1) of Camden are any such liabilities or obligations expected to be incurred. Except as set forth in SCHEDULE 3.2(k)(ii) to the Camden Disclosure Letter, the execution of the Agreement and the performance of the Transactions will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Camden Benefit Plan, policy, arrangement or agreement or any trust or loan ERISA that will or may would result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or director. The only severance agreements or severance policies applicable to Camden or Camden Subsidiaries are the agreement and policies 37 specifically referred to in SCHEDULE 3.2(k)(ii) to the Camden Disclosure Lettera Company Material Adverse Effect.

Absence of Changes in Benefit Plans; ERISA Compliance. (i) Except as disclosed in the Camden SEC Documents or in SCHEDULE 3.2(k)(iSchedule 3.2(k) (i) to the Camden Disclosure Letter and except as permitted by Section 4.2 (for the purpose of this sentence, as if Section 4.2 had been in effect since December 31, 19961995), since the date of the most recent audited financial statements included in the Camden SEC Documents, there has not been any adoption or amendment by Camden or any Camden Subsidiary of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding or oral or in writing) providing benefits to any current or former employee, officer or director of Camden, any Camden Subsidiary, or any Person person affiliated with Camden under Section 414 (b), (c), (m) or (o) of the Code (collectively, "CAMDEN BENEFIT PLANSCamden Benefit Plans"). (ii) Except as described in the Camden SEC Documents or in SCHEDULE 3.2(k)(iiSchedule 3.2(k) (ii) to the Camden Disclosure Letter or as would not have a Camden Material Adverse Effect, (A) all Camden Benefit Plans, including any such plan that is an "employee benefit plan" as defined in Section 3(3) of ERISA, are in compliance with all applicable requirements of law, including ERISA and the Code, and (B) neither Camden nor any Camden Subsidiary has any liabilities or obligations with respect to any such Camden Benefit Plans, whether accrued, contingent or otherwise, nor to the Knowledge of Camden are any such liabilities or obligations expected to be incurred. Except as set forth in SCHEDULE 3.2(k)(iiSchedule 3.2(k) (ii) to the Camden Disclosure Letter, the execution of the Agreement of, and the performance of the Transactions transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Camden Benefit Plan, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or director. The only severance agreements or severance policies applicable to Camden or Camden Subsidiaries are the agreement and policies 37 specifically referred to in SCHEDULE Schedule 3.2(k)(ii) to the Camden Disclosure LetterLetter and the severance program referred to in Section 5.12 (c).

Absence of Changes in Benefit Plans; ERISA Compliance. (i) Except as disclosed in the Camden Company SEC Documents or in SCHEDULE 3.2(k)(i3.1(k)(i) to the Camden Company Disclosure Letter and except as permitted by Section 4.2 4.1 (for the purpose of this sentence, as if Section 4.2 4.1 had been in effect since December 31, 1996), since the date of the most recent audited financial statements included in the Camden Company SEC Documents, there has not been any adoption or amendment by Camden the Company or any Camden Company Subsidiary of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding binding, or oral or in writing) providing benefits to any current or former employee, officer or director of Camdenthe Company, any Camden Company Subsidiary, or any Person affiliated with Camden the Company under Section 414 (b), (c), (m) or (o) of the Code (collectively, "CAMDEN COMPANY BENEFIT PLANS"). (ii) Except as described in the Camden Company SEC Documents or in SCHEDULE 3.2(k)(ii3.1(k)(ii) to the Camden Company Disclosure Letter or as would not have a Camden Material Adverse Effect, (A) all Camden Company Benefit PlansPlans of the Company and the Company Subsidiaries, including any such plan that is an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), are in compliance with all applicable requirements of law, including ERISA and the Code, and (B) neither Camden the Company nor any Camden Company Subsidiary has any liabilities or obligations with respect to any such Camden Company Benefit PlansPlan, whether accrued, contingent or otherwise, nor to the Knowledge of Camden the Company are any such liabilities or obligations expected to be incurred. Except as set forth in SCHEDULE 3.2(k)(ii3.1(k)(ii) to the Camden Company Disclosure Letter, the execution of the this Agreement and the performance of the Transactions will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Camden Company Benefit PlanPlan of the Company or a Company Subsidiary, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or director. The only severance agreements or severance policies applicable to Camden the Company or Camden the Company Subsidiaries are the agreement agreements and policies 37 specifically referred to in SCHEDULE 3.2(k)(ii3.1(k)(ii) to the Camden Company Disclosure Letter, which Schedule sets forth the amounts payable thereunder.

Absence of Changes in Benefit Plans; ERISA Compliance. (i) Except as disclosed in the Camden Company SEC Documents or in SCHEDULE 3.2(k)(i3.1(k) (i) to the Camden Company Disclosure Letter and except as permitted by Section 4.2 4.1 (for the purpose of this sentence, as if Section 4.2 4.1 had been in effect since December 31, 19961995), since the date of the most recent audited financial statements included in the Camden Company SEC Documents, there has not been any adoption or amendment by Camden the Company or any Camden Company Subsidiary of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding binding, or oral or in writing) providing benefits to any current or former employee, officer or director of Camdenthe Company, any Camden Company Subsidiary, or any Person person affiliated with Camden the Company under Section 414 (b), (c), (m) or (o) of the Code (collectively, "CAMDEN COMPANY BENEFIT PLANS"). (ii) Except as described in the Camden Company SEC Documents or in SCHEDULE 3.2(k)(ii3.1(k) (ii) to the Camden Company Disclosure Letter or as would not have a Camden Material Adverse Effect, (A) all Camden Company Benefit Plans, Plans of the Company and the Company Subsidiaries including any such plan that is an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), are in compliance with all applicable requirements of law, including ERISA and the Code, and (B) neither Camden the Company nor any Camden Company Subsidiary has any liabilities or obligations with respect to any such Camden Company Benefit PlansPlan, whether accrued, contingent or otherwise, nor to the Knowledge of Camden the Company are any such liabilities or obligations expected to be incurred. Except as set forth in SCHEDULE 3.2(k)(ii3.1(k) (ii) to the Camden Company Disclosure Letter, the execution of the Agreement of, and the performance of the Transactions transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Camden Company Benefit PlanPlan of the Company or a Company Subsidiary, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or director. The only severance agreements or severance policies applicable to Camden the Company or Camden the Company Subsidiaries are the agreement and policies 37 specifically referred to in SCHEDULE 3.2(k)(ii3.1(k) (ii) to the Camden Company Disclosure LetterLetter and the severance program referred to in Section 5.12(c).

Absence of Changes in Benefit Plans; ERISA Compliance. (i) Except as disclosed in the Camden Chateau Filed SEC Documents or in SCHEDULE 3.2(k)(iSchedule 3.2(h)(i) to the Camden Chateau Disclosure Letter and except as permitted by Section 4.2 (for the purpose of this sentence, as if Section 4.2 had been in effect since December 31, 19961995), since the date of the most recent audited financial statements included in the Camden Chateau Filed SEC Documents, there has not been any adoption or amendment in any material respect by Camden Chateau or any Camden Chateau Subsidiary of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding or oral or in writingbinding) providing benefits to any current or former employee, officer or director of Camden, any Camden Subsidiary, Chateau or any Person Chateau Subsidiary or any person affiliated with Camden Chateau under Section 414 (b414(b), (c), (m) or (o) of the Code (collectively, "CAMDEN BENEFIT PLANSChateau Benefit Plans"). (ii) Except as described in the Camden Chateau Filed SEC Documents or in SCHEDULE 3.2(k)(iiSchedule 3.2(h)(ii) to the Camden Chateau Disclosure Letter or as would not have a Camden Chateau Material Adverse Effect, (A) all Camden Chateau Benefit Plans, including any such plan that is an "employee benefit plan" as defined in Section 3(3) of ERISA, are in compliance with all applicable requirements of law, including ERISA and the Code, and (B) neither Camden Chateau nor any Camden Chateau Subsidiary has any liabilities or obligations with respect to any such Camden Chateau Benefit Plans, whether accrued, contingent or otherwiseotherwise (other than obligations to make contributions and pay benefits and administrative costs incurred in the ordinary course), nor to the Knowledge knowledge of Camden Chateau are any such liabilities or obligations expected to be incurred. Except as set forth in SCHEDULE 3.2(k)(iiSchedule 3.2(h)(ii) to the Camden Chateau Disclosure Letter, the execution of the Agreement of, and the performance of the Transactions contemplated in, this Agreement will not (either alone or upon together with the occurrence of any additional or subsequent events) constitute an event under any Camden Chateau Benefit Plan, policy, arrangement or agreement or any agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or director. The only severance agreements or severance policies applicable to Camden Chateau or Camden the Chateau Subsidiaries are the agreement and policies 37 specifically referred to in SCHEDULE 3.2(k)(iiSchedule 3.2(h)(ii) to the Camden Chateau Disclosure Letter.