UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) August 15, 2007

StoneMor Partners L.P.
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	000-50910	 	80-0103159	
(State or other jurisdiction
of incorporation)	 	(Commission File Number)	 	(IRS Employer
Identification No.)	

155 Rittenhouse Circle, Bristol, PA	 	19007	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code (215) 826-2800
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

Certain statements contained in this Current Report on Form 8-K of StoneMor Partners L.P., a Delaware limited partnership (“StoneMor”), and any financial guidance provided are forward-looking statements within the meaning of Section 27A(i) of the Securities Act of 1933, as amended, and Section 21E(i) of the Securities Exchange Act of 1934, as amended. The words “believe,” “may,” “will,” “estimate,” “continues,” “anticipate,” “intend,” “project,” “expect,” “predict,” and similar expressions identify these forward-looking statements. These forward-looking statements are made subject to certain risks and uncertainties that could cause actual results to differ materially from those stated, including, but not limited to, the following: future revenue and revenue growth; the impact of StoneMor’s significant leverage on its operating plans; the ability of StoneMor to service its debt; StoneMor’s ability to attract, train and retain an adequate number of sales people; uncertainties associated with the volume and timing of pre-need sales of cemetery services and products; variances in death rates; variances in the use of cremation; changes in the political or regulatory environments, including potential changes in tax accounting and trusting policies; StoneMor’s ability to successfully implement a strategic plan relating to producing operating improvement, strong cash flows and further deleveraging; information disclosed within this Current Report on Form 8-K and various other uncertainties associated with the deathcare industry and StoneMor’s operations in particular. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006. We assume no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by us, whether as a result of new information, future events or otherwise.

ITEM 1.01.	Entry into a Material Definitive Agreement.	
On August 15, 2007, StoneMor Operating LLC (the “Operating Company”), a Delaware limited liability company and a wholly-owned subsidiary of StoneMor, and various subsidiaries of the Operating Company, collectively, as Borrowers, and StoneMor and StoneMor GP LLC (“StoneMor GP”), the general partner of StoneMor, collectively, as Guarantors, entered into the Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. (“Bank of America”), other lenders, and Banc of America Securities LLC (“BAS”). Bank of America was the administrative agent and one of the lenders under a Credit Agreement by and among StoneMor, StoneMor GP, the Operating Company, certain other borrowers and lending institutions, dated September 20, 2004, as amended (the “2004 Credit Agreement”).
On August 15, 2007, StoneMor GP, StoneMor, the Operating Company, and certain subsidiaries of the Operating Company (collectively, the “Issuers”) entered into the Amended and Restated Note Purchase Agreement (the “Note Purchase Agreement”) with Prudential Investment Management Inc., The Prudential Insurance Company of America, Prudential Retirement Insurance and Annuity Company, certain Affiliates of Prudential Investment Management Inc., iStar Financial Inc., SFT I, Inc., and certain Affiliates of iStar Financial Inc. (collectively, “Note Purchasers”).
The following is a summary of the material provisions of the Credit Agreement and the Note Purchase Agreement. This summary is qualified in its entirety by reference to the Credit Agreement, the Note Purchase Agreement, and the Notes issued under the Note Purchase Agreement, which are incorporated by reference in their entirety herein and copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2, 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, respectively. Capitalized terms which are not defined in this Current Report on Form 8-K shall have the meanings assigned to such terms in the Credit Agreement and Note Purchase Agreement.

(a) The Credit Facility
The Credit Agreement provides for two credit facilities: (1) the Acquisition Facility, with a maximum principal amount of $40,000,000 (with an option to increase such facility by an additional $15,000,000 on an uncommitted basis) and the term of 5 years, and (2) the Revolving Credit Facility, with a maximum principal amount of $25,000,000 (with an option to increase such facility by up to $10,000,000 on an uncommitted basis) and a term of 5 years. Amounts borrowed under the Acquisition Facility and repaid or prepaid may not be reborrowed. Amounts borrowed under the Revolving Credit Facility and repaid or prepaid during the term may be reborrowed. In addition, Bank of America has agreed to provide to the borrowers Swing Line Loans with a maximum limit of $5,000,000, which is a part of the Revolving Credit Facility.
Loans outstanding under the Acquisition Facility and the Revolving Credit Facility bear interest at a per annum rate based upon the Base Rate or the Eurodollar Rate, as selected by Borrowers, plus an applicable margin ranging from 0% to 0.75% for Base Rate Loans and 2.25% to 3.25% for Eurodollar Rate Loans, depending on the ratio of consolidated funded debt to consolidated EBITDA of StoneMor. The Base Rate is a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 0.5% and (b) the “prime rate” as set by Bank of America. The Eurodollar Rate equals the British Bankers Association LIBOR Rate.
The Credit Agreement requires the Borrowers to pay an unused commitment fee, which is calculated based on the amount by which the commitments under the Credit Agreement exceed the usage of such commitments. The Borrowers are also required to pay certain additional fees to Bank of America as Administrative Agent, and BAS as Arranger.
The proceeds of the Acquisition Loans may be used by the Borrowers to finance (i) Permitted Acquisitions, as defined in the Credit Agreement, and (ii) the purchase and construction of mausoleums. The proceeds of the Revolving Credit Loans and Swing Line Loans may be utilized to finance working capital requirements, Capital Expenditures, as defined in the Credit Agreement, and for other general corporate purposes.
Borrowings under the Credit Agreement rank pari passu with all other senior secured debt of the Borrowers, including the senior secured notes issued pursuant to the Note Purchase Agreement.
The Borrowers’ obligations under the Revolving Facility are secured by a first priority lien and security interest in specified receivable rights, whether then owned or thereafter acquired, of the Borrowers and the guarantors, and by a second priority lien and security interest in substantially all assets other than those receivable rights of the Borrowers and guarantors, excluding trust accounts and certain proceeds required by law to be placed into such trust accounts and funds

held in trust accounts, StoneMor GP’s general partner interest in StoneMor and StoneMor GP’s incentive distribution rights under StoneMor’s partnership agreement. The specified receivable rights include all accounts and other rights to payment arising under customer contracts or agreements or management agreements, and all inventory, general intangibles and other rights reasonably related to the collection and performance of these accounts and rights to payment.
The Borrowers’ obligations under the Acquisition Facility are secured by a first priority lien and security interest in substantially all assets, whether then owned or thereafter acquired, other than specified receivable rights of the Borrowers and the guarantors, excluding trust accounts and certain proceeds required by law to be placed into such trust accounts and funds held in trust accounts, StoneMor GP’s general partner interest in StoneMor and StoneMor GP’s incentive distribution rights under the StoneMor partnership agreement, and a secondary priority lien and security interest in those specified receivable rights. These assets secure the Acquisition Facility and the Notes described below. The priority of the liens and security interests securing the Acquisition Facility is pari passu with the liens and security interests securing Notes described below.
The Borrowers’ obligations under the Credit Agreement are guaranteed by StoneMor and StoneMor GP.
Subject to certain exceptions, the Borrowers agreed under the Credit Agreement to certain customary affirmative and negative covenants, which include, among other matters, covenants restricting the incurrence of indebtedness, the making of investments and acquisitions, the issuance of certain types of equity securities, the making of dispositions and the making of certain fundamental changes in equity structure.
The Credit Agreement contains financial covenants requiring StoneMor to maintain, for the four most recent fiscal quarters: (a) the Consolidated EBITDA of not less than the sum of (i) $26,900,000 plus (ii) 80% of the aggregate of all Consolidated EBITDA for each Permitted Acquisition, as defined in the Credit Agreement, after the closing date; (b) the ratio of Consolidated EBITDA to the consolidated interest charges of not less than 3.5 to 1; and (c) the ratio of the Consolidated Funded Indebtedness, as defined in the Credit Agreement, to Consolidated EBITDA of not more than 3.5 to 1.
The Credit Agreement also includes various representations, warranties and covenants and indemnification provisions customary for the transactions of this nature.
Pursuant to the Credit Agreement, the following events, among other circumstances, constitute an even of default and may cause all obligations of the Borrowers under the Credit Agreement to become immediately due and payable: (1) failure to pay any principal, interest, fees, expenses or other amounts when due; (2) failure to perform or observe any covenants; (3) failure of any representations and warranties to be materially correct; (4) the occurrence of a default under any other indebtedness or guarantee of StoneMor, StoneMor GP, the Operating Company or any of StoneMor’s subsidiaries (cross-default); (5) any insolvency or bankruptcy proceedings; or (6) change of control.
(b) Senior Secured Notes
Pursuant to the Note Purchase Agreement, the Issuers and the Note Purchasers agreed to (a) exchange certain Series A Notes issued pursuant to that certain Note Purchase Agreement dated as of September 20, 2004, as amended, for new Series A Notes, as defined in the Note Purchase Agreement, due September 20, 2009, in the maximum aggregate amount of $80,000,000; and (b) issue Series B Notes, as defined in the Note Purchase Agreement, due August 15, 2012 in the aggregate amount of $35,000,000, subject to the option, on an uncommitted basis, to issue/purchase additional secured Shelf Notes in the aggregate amount of up to $35,000,000, and to issue/purchase additional secured Shelf Notes to refinance the Series A Notes (Series A Notes, Series B Notes and the Shelf Notes are referred to collectively as the “Notes”). The Series A Notes bear an interest rate of 7.66% per annum, and the Series B Notes bear an interest of 9.34% per annum.
The Note Purchase Agreement requires the Issuers to pay certain fees, including the Facility Fee in the aggregate amount of $100,000 paid on the closing day, the Issuance Fee in the amount equal to 1% of the aggregate principal amount of Shelf Notes sold to each Note Purchaser, payable to each such Note Purchaser; and certain other fees paid if the issuance of certain Notes is delayed or canceled. In addition, the Note Purchase Agreement requires the Issuers to pay a prepayment fee equal to the Make-Whole Amount, as defined in the Note Purchase Agreement, if the Issuers elect to prepay any part of the Shelf Notes.

The Notes are guaranteed by StoneMor and StoneMor GP. The Notes rank pari passu with all other senior secured debt, including the Revolving Credit Facility and the Acquisition Facility. Obligations under the Notes are secured by a first priority lien and security interest covering substantially all of the assets of the issuers, whether then owned or thereafter acquired, other than specified receivable rights and a second priority lien and security interest covering those specified receivable rights of the Issuers, whether then owned or thereafter acquired. These assets secure the Notes and the Acquisition Facility described above. The priority of the liens and security interests securing the Notes is pari passu with the liens and security interests securing the Acquisition Facility described above.
Subject to certain exceptions, the Issuers agreed under the Note Purchase Agreement to certain customary affirmative and negative covenants, which include, among other matters, covenants restricting the incurrence of indebtedness, the making of investments and acquisitions, the issuance of certain types of equity securities, the making of dispositions and the making of certain fundamental changes in equity structure.
The Note Purchase Agreement contains financial covenants requiring StoneMor to maintain, for the four most recent fiscal quarters: (a) the Consolidated EBITDA of not less than the sum of (i) $26,900,000 plus (ii) 80% of the aggregate of all Consolidated EBITDA for each Permitted Acquisition, as defined in the Note Purchase Agreement after the closing date; (b) the ratio of Consolidated EBITDA to the consolidated interest charges of not less than 3.5 to 1; and (c) the ratio of the Consolidated Funded Indebtedness, as defined in the Note Purchase Agreement, to Consolidated EBITDA of not more than 3.5 to 1.
The Note Purchase Agreement also includes various representations, warranties and covenants and indemnification provisions customary for the transactions of this nature.
Pursuant to the Note Purchase Agreement, the following events, among other circumstances, constitute an even of default and may cause all obligations of the Issuers under each of the Notes to become immediately due and payable: (1) failure to pay any principal, interest, fees, expenses or other amounts when due; (2) failure to perform or observe any covenants; (3) failure of any representations and warranties to be materially correct; (4) the occurrence of a default under any other indebtedness or guarantee of StoneMor, StoneMor GP, the Operating Company or any of StoneMor’s subsidiaries; (5) any insolvency or bankruptcy proceedings; or (6) change of control.

ITEM 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.	
On August 15, 2007, StoneMor, the Operating Company and certain of its subsidiaries entered into the 2007 Credit Agreement with Bank of America, other Lenders, and BAS. The terms of the 2007 Credit Agreement are described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated by reference herein.
On August 15, 2007, the Operating Company and certain of its subsidiaries issued the Notes pursuant to the 2007 Note Purchase Agreement, and StoneMor guaranteed the Issuers’ obligations under the Notes. The terms of the 2007 Note Purchase Agreement and the Notes are described in Item 1.01 of this Current Report on Form 8-K, which description is incorporated by reference herein.

 
ITEM 9.01	Financial Statements And Exhibits.	
 
 	(d)	Exhibits.	
The following exhibits are filed herewith:

Exhibit No.	  	Description	
		
4.1	  	Form of 7.66% Senior Secured Note Due 2009, dated June 20, 2007.	
		
4.2	  	Form of 9.34% Series B Senior Secured Note Due 2012, dated August 15, 2007.	
		
10.1  	  	Amended and Restated Credit Agreement, dated August 15, 2007, among StoneMor Operating LLC, as a Borrower, various subsidiaries thereof, as additional Borrowers, StoneMor Partners L.P. and StoneMor GP LLC, as Guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other Lenders Party Hereto, and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager	
		
10.2  	  	Amended and Restated Note Purchase Agreement, dated as of August 15, 2007, by StoneMor GP LLC, StoneMor Partners L.P., StoneMor Operating LLC, and each of the Subsidiary Issuers listed on the signature pages hereof.	

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	 		 	STONEMOR PARTNERS L.P.	
					
	 		 		 	By:	 	StoneMor GP LLC	
	 		 		 		 	its general partner	
					
Date:	 	August 21, 2007	 		 	By:	 	/s/ William R. Shane	
	 		 		 	Name:	 	William R. Shane	
	 		 		 	Title:	 	Executive Vice President and Chief Financial Officer	

Exhibit Index

Exhibit No.	  	Description	
		
4.1	  	Form of 7.66% Senior Secured Note Due 2009, dated June 20, 2007.	
		
4.2	  	Form of 9.34% Series B Senior Secured Note Due 2012, dated August 15, 2007.	
		
10.1  	  	Amended and Restated Credit Agreement, dated August 15, 2007, among StoneMor Operating LLC, as a Borrower, various subsidiaries thereof, as additional Borrowers, StoneMor Partners L.P. and StoneMor GP LLC, as Guarantors, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other Lenders Party Hereto, and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager	
		
10.2  	  	Amended and Restated Note Purchase Agreement, dated as of August 15, 2007, by StoneMor GP LLC, StoneMor Partners L.P., StoneMor Operating LLC, and each of the Subsidiary Issuers listed on the signature pages hereof.	
 
EXHIBIT 4.1
STONEMOR OPERATING LLC
(AND OTHER ISSUERS)
7.66% SENIOR SECURED NOTE DUE 2009

No. RA-	 		 	New York, New York	
$                         	 		 	June 20, 2007	
PPN: 86185@ AA 2	 		 		
STONEMOR OPERATING LLC , a Delaware limited liability company (the “ Company ”) and each of the other undersigned, each a corporation, limited liability company or a limited partnership, as the case may be (collectively with the Company, the “ Issuers ”) for value received, hereby jointly and severally promise to pay to ____________ , or registered assigns, the principal sum of __________ DOLLARS ($____________) on September 20, 2009, with interest (computed on the basis of a 360- day year of twelve 30-day months) (a) subject to clause (b) on the unpaid principal balance hereof from the date of this Note at the rate of 7.66% per annum, payable on March 20, June 20, September 20 and December 20 in each year, until the principal amount hereof shall become due and payable, and (b) following the occurrence and during the continuance of an Event of Default (but only upon the request of the Required Holders), payable on demand on the unpaid prinicpal balance hereof, and on any overdue premium, if any, and (to the extent permitted by applicable law) on any overdue payment of interest, at the rate per annum equal to the greater of (i) 9.66% or (ii) 2% over the rate of interest from time to time publicly announced by Citibank, N.A. in New York, New York as its “prime” or “base” rate. Payments of principal, premium, if any, and interest hereon shall be made in lawful money of the United States of America at the principal office of Citibank, N.A. or such other office or agency in New York, New York as designated by the Company.
This Note is one of the 7.66% Senior Secured Notes due September 20, 2009 (herein called the “ Note ”) of the Issuers issued pursuant to that certain Amended and Restated Note Purchase Agreement dated as of August, 15, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “ Note Purchase Agreement ”; unless defined herein, terms defined in the Note Purchase Agreement are to be defined herein as defined therein) entered into by the Issuers and the institutional investors listed in Schedule A thereto, and is entitled to the benefits, and subject to the provisions of, the Note Purchase Agreement. This Note is secured by certain Security Documents referred to in the Note Purchase Agreement and is entitled to the benefits of certain General Partner/Parent Guarantee from time to time delivered pursuant to the Note Purchase Agreement and to an Intercreditor Agreement entered into pursuant thereto. As provided in the Note Purchase Agreement, this Note is subject to prepayment, in whole or in part, with or without a premium as specified in the Note Purchase Agreement.
This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, accompanied by a written instrument of transfer duly executed by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuers will not be affected by any notice to the contrary.
Under certain circumstances as specified in the Note Purchase Agreement, the principal of this Note may be declared due and payable in the manner and with the effect provided in the Note Purchase Agreement.
Notwithstanding anything set forth in this Note each Controlled Non-Profit shall be liable only for that portion of the Obligations from which it derives a direct benefit, and any Collateral of such Controlled Non-Profit shall only secure, or be utilized to repay, such portion of the Obligations.
 
1

This Note shall be governed by and construed in accordance with New York law, without regard to principles of conflicts of laws.

STONEMOR OPERATING LLC, a Delaware limited liability company	
		
 By:	 	 	
Name:	 	Paul Waimberg	
Title:	 	Vice President of Finance	
Alleghany Memorial Park LLC	
Alleghany Memorial Park Subsidiary, Inc.	
Altavista Memorial Park LLC	
Altavista Memorial Park Subsidiary, Inc.	
Arlington Development Company	
Augusta Memorial Park Perpetual Care Company	
Bedford County Memorial Park LLC	
Bedford County Memorial Park Subsidiary LLC	
Bethel Cemetery Association	
Beth Israel Cemetery Association of Woodbridge, New Jersey	
Birchlawn Burial Park LLC	
Birchlawn Burial Park Subsidiary, Inc.	
Blue Ridge Memorial Gardens LLC	
Blue Ridge Memorial Gardens Subsidiary LLC	
Butler County Memorial Park LLC	
Butler County Memorial Park Subsidiary, Inc.	
Cedar Hill Funeral Home, Inc.	
Cemetery Investments LLC	
Cemetery Investments Subsidiary, Inc.	
Cemetery Management Services, L.L.C.	
Cemetery Management Services of Mid-Atlantic States, L.L.C.	
Cemetery Management Services of Ohio, L.L.C.	
Cemetery Management Services of Pennsylvania, L.L.C.	
Chartiers Cemetery LLC	
Chartiers Cemetery Subsidiary LLC	
Clover Leaf Park Cemetery Association	
CMS West LLC	
CMS West Subsidiary LLC	
Columbia Memorial Park LLC	
Columbia Memorial Park Subsidiary, Inc.	
The Coraopolis Cemetery LLC	
The Coraopolis Cemetery Subsidiary LLC	
Cornerstone Family Insurance Services, Inc.	
Cornerstone Family Services of New Jersey, Inc.	
Cornerstone Family Services of West Virginia LLC	
Cornerstone Family Services of West Virginia Subsidiary, Inc.	
		
By:	 	 	
Paul Waimberg, as Vice President of Finance for each of the above-named Issuers	
 
2

			
Cornerstone Funeral and Cremation Services LLC	
Covenant Acquisition LLC	
Covenant Acquisition Subsidiary, Inc.	
Crown Hill Cemetery Association	
Eloise B. Kyper Funeral Home, Inc.	
Glen Haven Memorial Park LLC	
Glen Haven Memorial Park Subsidiary, Inc.	
Green Lawn Memorial Park LLC	
Green Lawn Memorial Park Subsidiary LLC	
Henlopen Memorial Park LLC	
Henlopen Memorial Park Subsidiary, Inc.	
Henry Memorial Park LLC	
Henry Memorial Park Subsidiary, Inc.	
J.V. Walker LLC	
J.V. Walker Subsidiary LLC	
Juniata Memorial Park LLC	
Juniata Memorial Park Subsidiary LLC	
KIRIS LLC	
KIRIS Subsidiary, Inc.	
Lakewood/Hamilton Cemetery LLC	
Lakewood/Hamilton Cemetery Subsidiary, Inc.	
Lakewood Memory Gardens South LLC	
Lakewood Memory Gardens South Subsidiary, Inc.	
Laurel Hill Memorial Park LLC	
Laurel Hill Memorial Park Subsidiary, Inc.	
Laurelwood Cemetery LLC	
Laurelwood Cemetery Subsidiary LLC	
Laurelwood Holding Company	
Legacy Estates, Inc.	
Locustwood Cemetery Association	
Loewen [Virginia] LLC	
Loewen [Virginia] Subsidiary, Inc.	
Lorraine Park Cemetery LLC	
Lorraine Park Cemetery Subsidiary, Inc.	
Melrose Land LLC	
Melrose Land Subsidiary LLC	
Modern Park Development LLC	
Modern Park Development Subsidiary, Inc.	
Morris Cemetery Perpetual Care Company	
Mount Lebanon Cemetery LLC	
Mount Lebanon Cemetery Subsidiary LLC	
Mt. Airy Cemetery LLC	
Mt. Airy Cemetery Subsidiary LLC	
Oak Hill Cemetery LLC	
Oak Hill Cemetery Subsidiary, Inc.	
Osiris Holding Finance Company	
Osiris Holding of Maryland LLC	
Osiris Holding of Maryland Subsidiary, Inc.	
		
By:	 	 	
Paul Waimberg, as Vice President of Finance for each of the above-named Issuers	
 
3

			
Osiris Holding of Pennsylvania LLC	
Osiris Holding of Pennsylvania Subsidiary LLC	
Osiris Holding of Rhode Island LLC	
Osiris Holding of Rhode Island Subsidiary, Inc.	
Osiris Management, Inc.	
Osiris Telemarketing Corp.	
Perpetual Gardens.Com, Inc.	
The Prospect Cemetery LLC	
The Prospect Cemetery Subsidiary LLC	
Prospect Hill Cemetery LLC	
Prospect Hill Cemetery Subsidiary LLC	
PVD Acquisitions LLC	
PVD Acquisitions Subsidiary, Inc.	
Riverside Cemetery LLC	
Riverside Cemetery Subsidiary LLC	
Riverview Memorial Gardens LLC	
Riverview Memorial Gardens Subsidiary LLC	
Rockbridge Memorial Gardens LLC	
Rockbridge Memorial Gardens Subsidiary Company	
Rolling Green Memorial Park LLC	
Rolling Green Memorial Park Subsidiary LLC	
Rose Lawn Cemeteries LLC	
Rose Lawn Cemeteries Subsidiary, Incorporated	
Roselawn Development LLC	
Roselawn Development Subsidiary Corporation	
Russell Memorial Cemetery LLC	
Russell Memorial Cemetery Subsidiary, Inc.	
Shenandoah Memorial Park LLC	
Shenandoah Memorial Park Subsidiary, Inc.	
Southern Memorial Sales LLC	
Southern Memorial Sales Subsidiary, Inc.	
Springhill Memory Gardens LLC	
Springhill Memory Gardens Subsidiary, Inc.	
Star City Memorial Sales LLC	
Star City Memorial Sales Subsidiary, Inc.	
Stephen R. Haky Funeral Home, Inc.	
Stitham LLC	
Stitham Subsidiary, Incorporated	
StoneMor Alabama LLC	
StoneMor Alabama Subsidiary, Inc.	
StoneMor Colorado LLC	
StoneMor Colorado Subsidiary LLC	
StoneMor Georgia LLC	
StoneMor Georgia Subsidiary, Inc.	
StoneMor Illinois LLC	
StoneMor Illinois Subsidiary LLC	
StoneMor Indiana LLC	
StoneMor Indiana Subsidiary LLC	
		
By:	 	 	
Paul Waimberg, as Vice President of Finance for each of the above-named Issuers	
 
4

			
StoneMor Kansas LLC	
StoneMor Kansas Subsidiary LLC	
StoneMor Kentucky LLC	
StoneMor Kentucky Subsidiary LLC	
StoneMor Michigan LLC	
StoneMor Michigan Subsidiary LLC	
StoneMor Missouri LLC	
StoneMor Missouri Subsidiary LLC	
StoneMor North Carolina LLC	
StoneMor North Carolina Funeral Services, Inc.	
StoneMor North Carolina Subsidiary LLC	
StoneMor Oregon LLC	
StoneMor Oregon Subsidiary LLC	
StoneMor Pennsylvania LLC	
StoneMor Pennsylvania Subsidiary LLC	
StoneMor Washington, Inc.	
StoneMor Washington Subsidiary LLC	
Sunset Memorial Gardens LLC	
Sunset Memorial Gardens Subsidiary, Inc.	
Sunset Memorial Park LLC	
Sunset Memorial Park Subsidiary, Inc.	
Temple Hill LLC	
Temple Hill Subsidiary Corporation	
Tioga County Memorial Gardens LLC	
Tioga County Memorial Gardens Subsidiary LLC	
Tri-County Memorial Gardens LLC	
Tri-County Memorial Gardens Subsidiary LLC	
Twin Hills Memorial Park and Mausoleum LLC	
Twin Hills Memorial Park and Mausoleum Subsidiary LLC	
The Valhalla Cemetery Company LLC	
The Valhalla Cemetery Subsidiary Corporation	
Virginia Memorial Service LLC	
Virginia Memorial Service Subsidiary Corporation
WNCI LLC	
W N C Subsidiary, Inc.	
Westminster Cemetery LLC	
Westminster Cemetery Subsidiary LLC	
Wicomico Memorial Parks LLC	
Wicomico Memorial Parks Subsidiary, Inc.	
Willowbrook Management Corp.	
Woodlawn Memorial Gardens LLC	
Woodlawn Memorial Gardens Subsidiary LLC	
Woodlawn Memorial Park LLC	
Woodlawn Memorial Park Subsidiary LLC	
		
By:	 	 	
Paul Waimberg, as Vice President of Finance for each of the above-named Issuers	
 
5
  
EXHIBIT 4.2
STONEMOR OPERATING LLC
(AND OTHER ISSUERS)
9.34% SERIES B SENIOR SECURED NOTE DUE 2012

No. RB-	  		
		
Original Principal Amount:	  	$___________	
		
Original Issue Date:	  	August 15, 2007	
		
Interest Rate:	  	9.34% per annum	
		
Interest Payment Dates:	  	November 15, February 15, May 15 and August 15 of each year commencing on November 15, 2007	
		
Final Maturity Date:	  	August 15, 2012	
		
Principal Prepayment Dates and Amounts:	  	Entire outstanding balance due on the Final Maturity Date	
		
PPN: 86186@ AA1	  		
FOR VALUE RECEIVED , the undersigned, STONEMOR OPERATING LLC , a Delaware limited liability company (the “ Company ”), and each of the other undersigned, each a corporation, limited liability company or a limited partnership, as the case may be (collectively with the Company, the “ Issuers ”), hereby jointly and severally promise to pay to ___________ , or registered assigns, the principal sum of _______________ DOLLARS ($_____________) on the Final Maturity Date specified above in an amount equal to the unpaid balance hereof, with interest (computed on the basis of a 360-day year, 30-day month) (a) subject to clause (b), on the unpaid balance of the principal thereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) following the occurrence and during the continuance of an Event of Default (but only upon the request of the Required Holders), payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand) on the unpaid balance of the principal, on any overdue payment of interest, and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 11.34% or (ii) 2% over the rate of interest publicly announced by Citibank, N.A. in New York, New York as its “prime” or “base” rate.
Payments of principal, interest hereon and any Make-Whole Amount payable with respect to this Note are to be made at the main office of Citibank, N.A. in New York, New York or such other office or agency in New York, New York as designated by the Company.
This Note is one of the Series B Notes (herein called the “ Note ”) issued pursuant to that certain Amended and Restated Note Purchase Agreement, dated as of August, 15, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “ Note Purchase Agreement ”), between the Issuers and the institutional investors listed in Schedule A thereto, and is entitled to the benefits thereof. As provided in the Note Purchase Agreement, this Note is subject to optional prepayment, in whole or from time to time in part, on the terms specified in the Note Purchase Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Note Purchase Agreement.
This Note is secured by, and entitled to the benefits of, the Collateral described in the Security Documents. Reference is made to the Security Documents for the terms and conditions governing the Collateral for the obligations of the Issuers hereunder.
 
1

Payment of the principal of, and Make-Whole Amount, if any, and interest on this Note has been guaranteed by the General Partner and Parent in accordance with the terms of the General Partner/Parent Guarantee.
This Note is a registered Note and, as provided in and subject to the terms of the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuers shall not be affected by any notice to the contrary.
In case an Event of Default, as defined in the Note Purchase Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.
Notwithstanding anything set forth in this Note each Controlled Non-Profit shall be liable only for that portion of the Obligations from which it derives a direct benefit, and any Collateral of such Controlled Non-Profit shall only secure, or be utilized to repay, such portion of the Obligations.
[Remainder of page left intentionally blank. Signature page follows.]
 
2

This Note is intended to be performed in the State of New York and shall be construed and enforced in accordance with the internal law of such State.

STONEMOR OPERATING LLC, a Delaware limited liability company	
		
 By:	 	 	
Name:	 	Paul Waimberg	
Title:	 	Vice President of Finance	
	
Alleghany Memorial Park LLC	
Alleghany Memorial Park Subsidiary, Inc.	
Altavista Memorial Park LLC	
Altavista Memorial Park Subsidiary, Inc.	
Arlington Development Company	
Augusta Memorial Park Perpetual Care Company	
Bedford County Memorial Park LLC	
Bedford County Memorial Park Subsidiary LLC	
Bethel Cemetery Association	
Beth Israel Cemetery Association of Woodbridge, New Jersey	
Birchlawn Burial Park LLC	
Birchlawn Burial Park Subsidiary, Inc.	
Blue Ridge Memorial Gardens LLC	
Blue Ridge Memorial Gardens Subsidiary LLC	
Butler County Memorial Park LLC	
Butler County Memorial Park Subsidiary, Inc.	
Cedar Hill Funeral Home, Inc.	
Cemetery Investments LLC	
Cemetery Investments Subsidiary, Inc.	
Cemetery Management Services, L.L.C.	
Cemetery Management Services of Mid-Atlantic States, L.L.C.	
Cemetery Management Services of Ohio, L.L.C.	
Cemetery Management Services of Pennsylvania, L.L.C.	
Chartiers Cemetery LLC	
Chartiers Cemetery Subsidiary LLC	
Clover Leaf Park Cemetery Association	
CMS West LLC	
CMS West Subsidiary LLC	
Columbia Memorial Park LLC	
Columbia Memorial Park Subsidiary, Inc.	
The Coraopolis Cemetery LLC	
The Coraopolis Cemetery Subsidiary LLC	
Cornerstone Family Insurance Services, Inc.	
Cornerstone Family Services of New Jersey, Inc.	
Cornerstone Family Services of West Virginia LLC	
Cornerstone Family Services of West Virginia Subsidiary, Inc.	
		
By:	 	 	
Paul Waimberg, as Vice President of Finance for each of the above-named Issuers	
 
3

			
Cornerstone Funeral and Cremation Services LLC	
Covenant Acquisition LLC	
Covenant Acquisition Subsidiary, Inc.	
Crown Hill Cemetery Association	
Eloise B. Kyper Funeral Home, Inc.	
Glen Haven Memorial Park LLC	
Glen Haven Memorial Park Subsidiary, Inc.	
Green Lawn Memorial Park LLC	
Green Lawn Memorial Park Subsidiary LLC	
Henlopen Memorial Park LLC	
Henlopen Memorial Park Subsidiary, Inc.	
Henry Memorial Park LLC	
Henry Memorial Park Subsidiary, Inc.	
J.V. Walker LLC	
J.V. Walker Subsidiary LLC	
Juniata Memorial Park LLC	
Juniata Memorial Park Subsidiary LLC	
KIRIS LLC	
KIRIS Subsidiary, Inc.	
Lakewood/Hamilton Cemetery LLC	
Lakewood/Hamilton Cemetery Subsidiary, Inc.	
Lakewood Memory Gardens South LLC	
Lakewood Memory Gardens South Subsidiary, Inc.	
Laurel Hill Memorial Park LLC	
Laurel Hill Memorial Park Subsidiary, Inc.	
Laurelwood Cemetery LLC	
Laurelwood Cemetery Subsidiary LLC	
Laurelwood Holding Company	
Legacy Estates, Inc.	
Locustwood Cemetery Association	
Loewen [Virginia] LLC	
Loewen [Virginia] Subsidiary, Inc.	
Lorraine Park Cemetery LLC	
Lorraine Park Cemetery Subsidiary, Inc.	
Melrose Land LLC	
Melrose Land Subsidiary LLC	
Modern Park Development LLC	
Modern Park Development Subsidiary, Inc.	
Morris Cemetery Perpetual Care Company	
Mount Lebanon Cemetery LLC	
Mount Lebanon Cemetery Subsidiary LLC	
Mt. Airy Cemetery LLC	
Mt. Airy Cemetery Subsidiary LLC	
Oak Hill Cemetery LLC	
Oak Hill Cemetery Subsidiary, Inc.	
Osiris Holding Finance Company	
Osiris Holding of Maryland LLC	
Osiris Holding of Maryland Subsidiary, Inc.	
		
By:	 	 	
Paul Waimberg, as Vice President of Finance for each of the above-named Issuers	
 
4

			
Osiris Holding of Pennsylvania LLC	
Osiris Holding of Pennsylvania Subsidiary LLC	
Osiris Holding of Rhode Island LLC	
Osiris Holding of Rhode Island Subsidiary, Inc.	
Osiris Management, Inc.	
Osiris Telemarketing Corp.	
Perpetual Gardens.Com, Inc.	
The Prospect Cemetery LLC	
The Prospect Cemetery Subsidiary LLC	
Prospect Hill Cemetery LLC	
Prospect Hill Cemetery Subsidiary LLC	
PVD Acquisitions LLC	
PVD Acquisitions Subsidiary, Inc.	
Riverside Cemetery LLC	
Riverside Cemetery Subsidiary LLC	
Riverview Memorial Gardens LLC	
Riverview Memorial Gardens Subsidiary LLC	
Rockbridge Memorial Gardens LLC	
Rockbridge Memorial Gardens Subsidiary Company	
Rolling Green Memorial Park LLC	
Rolling Green Memorial Park Subsidiary LLC	
Rose Lawn Cemeteries LLC	
Rose Lawn Cemeteries Subsidiary, Incorporated	
Roselawn Development LLC	
Roselawn Development Subsidiary Corporation	
Russell Memorial Cemetery LLC	
Russell Memorial Cemetery Subsidiary, Inc.	
Shenandoah Memorial Park LLC	
Shenandoah Memorial Park Subsidiary, Inc.	
Southern Memorial Sales LLC	
Southern Memorial Sales Subsidiary, Inc.	
Springhill Memory Gardens LLC	
Springhill Memory Gardens Subsidiary, Inc.	
Star City Memorial Sales LLC	
Star City Memorial Sales Subsidiary, Inc.	
Stephen R. Haky Funeral Home, Inc.	
Stitham LLC	
Stitham Subsidiary, Incorporated	
StoneMor Alabama LLC	
StoneMor Alabama Subsidiary, Inc.	
StoneMor Colorado LLC	
StoneMor Colorado Subsidiary LLC	
StoneMor Georgia LLC	
StoneMor Georgia Subsidiary, Inc.	
StoneMor Illinois LLC	
StoneMor Illinois Subsidiary LLC	
StoneMor Indiana LLC	
StoneMor Indiana Subsidiary LLC	
		
By:	 	 	
Paul Waimberg, as Vice President of Finance for each of the above-named Issuers	
 
5

			
StoneMor Kansas LLC	
StoneMor Kansas Subsidiary LLC	
StoneMor Kentucky LLC	
StoneMor Kentucky Subsidiary LLC	
StoneMor Michigan LLC	
StoneMor Michigan Subsidiary LLC	
StoneMor Missouri LLC	
StoneMor Missouri Subsidiary LLC	
StoneMor North Carolina LLC	
StoneMor North Carolina Funeral Services, Inc.	
StoneMor North Carolina Subsidiary LLC	
StoneMor Oregon LLC	
StoneMor Oregon Subsidiary LLC	
StoneMor Pennsylvania LLC	
StoneMor Pennsylvania Subsidiary LLC	
StoneMor Washington, Inc.	
StoneMor Washington Subsidiary LLC	
Sunset Memorial Gardens LLC	
Sunset Memorial Gardens Subsidiary, Inc.	
Sunset Memorial Park LLC	
Sunset Memorial Park Subsidiary, Inc.	
Temple Hill LLC	
Temple Hill Subsidiary Corporation	
Tioga County Memorial Gardens LLC	
Tioga County Memorial Gardens Subsidiary LLC	
Tri-County Memorial Gardens LLC	
Tri-County Memorial Gardens Subsidiary LLC	
Twin Hills Memorial Park and Mausoleum LLC	
Twin Hills Memorial Park and Mausoleum Subsidiary LLC	
The Valhalla Cemetery Company LLC	
The Valhalla Cemetery Subsidiary Corporation	
Virginia Memorial Service LLC	
Virginia Memorial Service Subsidiary Corporation	
WNCI LLC	
W N C Subsidiary, Inc.	
Westminster Cemetery LLC	
Westminster Cemetery Subsidiary LLC	
Wicomico Memorial Parks LLC	
Wicomico Memorial Parks Subsidiary, Inc.	
Willowbrook Management Corp.	
Woodlawn Memorial Gardens LLC	
Woodlawn Memorial Gardens Subsidiary LLC	
Woodlawn Memorial Park LLC	
Woodlawn Memorial Park Subsidiary LLC	
		
By:	 	 	
Paul Waimberg, as Vice President of Finance for each of the above-named Issuers	
 
6
 
Exhibit 10.1

AMENDED AND RESTATED CREDIT AGREEMENT
Dated August 15, 2007
among
StoneMor Operating LLC,
as a Borrower,
various subsidiaries thereof, as additional Borrowers,
StoneMor Partners L.P. and StoneMor GP LLC,
as Guarantors,
BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender and
L/C Issuer,
and
The Other Lenders Party Hereto
BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger and Sole Book Manager

TABLE OF CONTENTS

Section	  	 	  	Page	
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS	  		
			
1.01	  	Defined Terms	  	1	
1.02	  	Other Interpretive Provisions	  	34	
1.03	  	Accounting Terms	  	35	
1.04	  	Rounding	  	35	
1.05	  	Times of Day	  	35	
1.06	  	Letter of Credit Amounts	  	35	
1.07	  	Currency Equivalents Generally	  	36	
		
ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS	  		
			
2.01	  	The Loans	  	36	
2.02	  	Borrowings, Conversions and Continuations of Loans	  	37	
2.03	  	Letters of Credit	  	38	
2.04	  	Swing Line Loans	  	47	
2.05	  	Prepayments	  	50	
2.06	  	Termination or Reduction of Commitments	  	53	
2.07	  	Repayment of Loans	  	54	
2.08	  	Interest	  	55	
2.09	  	Fees	  	56	
2.10	  	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	  	56	
2.11	  	Evidence of Debt	  	57	
2.12	  	Payments Generally; Administrative Agent’s Clawback	  	57	
2.13	  	Sharing of Payments by Lenders	  	59	
2.14	  	Increase in Revolving Credit Facility	  	61	
2.15	  	Increase in Acquisition Facility	  	62	
2.16	  	Borrower Funds Administrator	  	63	
		
ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY	  		
			
3.01	  	Taxes	  	64	
3.02	  	Illegality	  	66	
3.03	  	Inability to Determine Rates	  	66	
3.04	  	Increased Costs; Reserves on Eurodollar Rate Loans	  	67	
3.05	  	Compensation for Losses	  	68	
3.06	  	Mitigation Obligations; Replacement of Lenders	  	69	
3.07	  	Survival	  	69	
 
i

					
ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	
			
4.01	  	Conditions of Initial Credit Extension	  	69	
4.02	  	Conditions to all Credit Extensions	  	73	
		
ARTICLE V
REPRESENTATIONS AND WARRANTIES	  		
			
5.01	  	Existence, Qualification and Power	  	74	
5.02	  	Authorization; No Contravention	  	74	
5.03	  	Governmental Authorization; Other Consents	  	75	
5.04	  	Binding Effect	  	75	
5.05	  	Financial Statements; No Material Adverse Effect	  	75	
5.06	  	Litigation	  	76	
5.07	  	No Default	  	76	
5.08	  	Ownership of Property; Liens; Investments	  	76	
5.09	  	Environmental Compliance	  	77	
5.10	  	Insurance	  	78	
5.11	  	Taxes	  	78	
5.12	  	ERISA Compliance	  	78	
5.13	  	Subsidiaries; Equity Interests; Credit Parties	  	79	
5.14	  	Margin Regulations; Investment Company Act	  	80	
5.15	  	Disclosure	  	80	
5.16	  	Compliance with Laws	  	80	
5.17	  	Intellectual Property; Licenses, Etc.	  	81	
5.18	  	Solvency	  	81	
5.19	  	Casualty, Etc.	  	81	
5.20	  	Labor Matters	  	81	
5.21	  	Security Documents	  	81	
5.22	  	Capitalization	  	82	
5.23	  	Tax Shelter Regulations	  	82	
5.24	  	Common Enterprise	  	82	
5.25	  	Compliance with Cemetery Laws	  	82	
		
ARTICLE VI
AFFIRMATIVE COVENANTS	  		
			
6.01	  	Financial Statements	  	83	
6.02	  	Certificates; Other Information	  	86	
6.03	  	Notices	  	87	
6.04	  	Payment of Obligations	  	89	
6.05	  	Preservation of Existence, Etc.	  	89	
6.06	  	Maintenance of Properties	  	89	
6.07	  	Maintenance of Insurance	  	89	
6.08	  	Compliance with Laws	  	90	
6.09	  	Books and Records	  	90	
 
ii

					
6.10	  	Inspection Rights	  	90	
6.11	  	Use of Proceeds	  	91	
6.12	  	Covenant to Guarantee Obligations and Give Security	  	91	
6.13	  	Compliance with Environmental Laws	  	93	
6.14	  	Preparation of Environmental Reports	  	94	
6.15	  	Further Assurances	  	94	
6.16	  	Compliance with Terms of Leaseholds	  	94	
6.17	  	Material Contracts	  	95	
6.18	  	Maintenance of Company Separateness	  	95	
6.19	  	Maintenance of Trust Funds and Trust Accounts	  	95	
6.20	  	Amendment to Note Purchase Document Covenants	  	95	
		
ARTICLE VII
NEGATIVE COVENANTS	  		
			
7.01	  	Liens	  	96	
7.02	  	Indebtedness	  	97	
7.03	  	Investments	  	98	
7.04	  	Fundamental Changes	  	101	
7.05	  	Dispositions	  	101	
7.06	  	Restricted Payments; Equity Issuances	  	102	
7.07	  	Change in Nature of Business	  	103	
7.08	  	Transactions with Affiliates	  	103	
7.09	  	Burdensome Agreements	  	104	
7.10	  	Use of Proceeds	  	104	
7.11	  	Financial Covenants	  	104	
7.12	  	Amendment of Partnership Units and Organizational Documents	  	105	
7.13	  	Accounting Changes	  	105	
7.14	  	Prepayments, Etc. of Indebtedness	  	105	
7.15	  	Amendment of Note Purchase Documents and Indebtedness	  	105	
7.16	  	Holding Company	  	105	
7.17	  	Trust Funds	  	106	
		
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES	  		
			
8.01	  	Events of Default	  	106	
8.02	  	Remedies upon Event of Default	  	109	
8.03	  	Application of Funds	  	110	
		
ARTICLE IX
ADMINISTRATIVE AGENT	  		
			
9.01	  	Appointment and Authority	  	111	
9.02	  	Rights as a Lender	  	111	
9.03	  	Exculpatory Provisions	  	111	
9.04	  	Reliance by Administrative Agent	  	112	
 
iii

					
9.05	  	Delegation of Duties	  	113	
9.06	  	Resignation of Administrative Agent	  	113	
9.07	  	Non-Reliance on Administrative Agent and Other Lenders	  	114	
9.08	  	No Other Duties, Etc.	  	114	
9.09	  	Administrative Agent May File Proofs of Claim	  	114	
9.10	  	Collateral and Guaranty Matters	  	115	
		
ARTICLE X
CONTINUING GUARANTY	  		
			
10.01	  	Guaranty	  	115	
10.02	  	Rights of Lenders	  	116	
10.03	  	Certain Waivers	  	116	
10.04	  	Obligations Independent	  	117	
10.05	  	Subrogation	  	117	
10.06	  	Termination; Reinstatement	  	117	
10.07	  	Subordination	  	117	
10.08	  	Stay of Acceleration	  	118	
10.09	  	Condition of Borrowers	  	118	
10.10	  	Acknowledgement of Joint and Several Liability	  	118	
		
ARTICLE XI
MISCELLANEOUS	  		
			
11.01	  	Amendments, Etc.	  	120	
11.02	  	Notices; Effectiveness; Electronic Communications	  	122	
11.03	  	No Waiver; Cumulative Remedies	  	124	
11.04	  	Expenses; Indemnity; Damage Waiver	  	124	
11.05	  	Payments Set Aside	  	126	
11.06	  	Successors and Assigns	  	126	
11.07	  	Treatment of Certain Information; Confidentiality	  	130	
11.08	  	Right of Setoff	  	131	
11.09	  	Interest Rate Limitation	  	132	
11.10	  	Counterparts; Integration; Effectiveness	  	132	
11.11	  	Survival of Representations and Warranties	  	132	
11.12	  	Severability	  	132	
11.13	  	Replacement of Lenders	  	133	
11.14	  	Governing Law; Jurisdiction; Etc.	  	133	
11.15	  	Waiver of Jury Trial	  	134	
11.16	  	No Advisory or Fiduciary Responsibility	  	135	
11.17	  	USA PATRIOT Act Notice	  	135	
11.18	  	Effect on Existing Credit Agreement	  	135	
		
SIGNATURES	  	S-1	
 
iv

SCHEDULES

2.01	  	Commitments and Applicable Percentages	
5.08(c)	  	Owned Real Property	
5.08(d)(i)	  	Leased Real Property (Lessee)	
5.08(d)(ii)	  	Leased Real Property (Lessor)	
5.08(e)	  	Existing Investments	
5.09	  	Environmental Matters	
5.12(d)	  	Multiemployer Plans	
5.13	  	Subsidiaries and Other Equity Investments; Credit Parties	
5.17	  	Intellectual Property Matters	
11.02	  	Administrative Agent’s Office, Certain Addresses for Notices	
EXHIBITS

	  	Form of	
		
A	  	Committed Loan Notice	
B	  	Swing Line Loan Notice	
C-1	  	Acquisition Note	
C-2	  	Revolving Credit Note	
D	  	Compliance Certificate	
E	  	Borrowing Base Certificate	
F	  	Assignment and Assumption	
G	  	Mortgage Modification	
H	  	Approved Installment Agreements	
I	  	Seller Subordination Provisions	
 
v

AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDED AND RESTATED CREDIT AGREEMENT (“ Agreement ”) is entered into on August 15, 2007, among StoneMor Operating LLC, a Delaware limited liability company (the “ Operating Company ”), each of the Subsidiaries of the Operating Company (together with the Operating Company, each individually a “ Borrower ” and collectively, the “ Borrowers ”), StoneMor GP LLC, a Delaware limited liability company (the “ General Partner ”), StoneMor Partners L.P., a Delaware limited partnership (the “ Partnership ”), each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
PRELIMINARY STATEMENTS :
A. The Borrowers, the General Partner and the Partnership are parties to that certain Credit Agreement, dated September 20, 2004, with various lender institutions (the “ Existing Lenders ”) and the Administrative Agent, as successor by merger to Fleet National Bank, as amended by a First Amendment, dated November 12, 2004, a Second Amendment dated September 28, 2006, a Third Amendment dated May 7, 2007, a Fourth Amendment dated June 29, 2007, a Fifth Amendment dated July 31, 2007 and various joinders thereto (as amended, the “ Existing Credit Agreement ”), pursuant to which the Existing Lenders have provided to the Borrowers an acquisition line and a revolving credit line in the aggregate maximum principal amount of Thirty-Five Million Dollars ($35,000,000).
B. The Borrowers have requested that the Administrative Agent and the Lenders amend and restate the Existing Credit Agreement in order provide for an increase to the (a) acquisition line, to a maximum principal amount of Forty Million Dollars ($40,000,000) (with an option to increase such line by up to an additional Fifteen Million Dollars ($15,000,000)) and (b) revolving credit line, to a maximum principal amount of Twenty-Five Million Dollars ($25,000,000) (with an option to increase such line by up to an additional Ten Million Dollars ($10,000,000)).
C. The Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein.
In consideration of the mutual covenants and agreements herein contained, the Existing Credit Agreement is hereby amended and restated in its entirety as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
1.01 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:
“ Account Receivable ” means an “account”, “tangible chattel paper” or “note”, as defined in the UCC, in favor of a Borrower.
 
1

“ Acquired Person ” means any Person in which a Borrower has acquired Equity Interests through a Permitted Acquisition.
“ Acquisition Borrowing ” means a borrowing consisting of simultaneous Acquisition Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period, made by each of the Acquisition Lenders pursuant to Section 2.01(a) .
“ Acquisition Commitment ” means, as to each Acquisition Lender, its obligation to make Acquisition Loans to the Borrowers pursuant to Section 2.01(a) in an aggregate principal amount not to exceed the amount set forth opposite such Acquisition Lender’s name on Schedule 2.01 under the caption “Acquisition Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Acquisition Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“ Acquisition Facility ” means, at any time, (a) during the Availability Period in respect of such Facility, the sum of (i) the aggregate amount of the unused portion of the Acquisition Commitments at such time and (ii) the aggregate principal amount of the Acquisition Loans of all Acquisition Lenders outstanding at such time and (b) thereafter, the aggregate principal amount of the Acquisition Loans of all Acquisition Lenders outstanding at such time.
“ Acquisition Lender ” means, (a) at any time during the Availability Period, any Lender that has an Acquisition Commitment at such time and (b) at any time after the Availability Period, any Lender that holds Acquisition Loans at such time.
“ Acquisition Loan ” means an advance made by any Acquisition Lender under the Acquisition Facility.
“ Acquisition Note ” means a promissory note issued by the Borrowers in favor of an Acquisition Lender evidencing Acquisition Loans made by such Acquisition Lender, substantially in the form of Exhibit C-1 .
“ Administrative Agent ” means Bank of America in its capacity as administrative agent and as collateral agent, as applicable, under any of the Credit Documents, or any successor administrative agent, appointed in accordance with this Agreement.
“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 11.02 , or such other address or account as the Administrative Agent may from time to time provide notice of to the Borrowers and the Lenders.
“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.
“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified, and shall include, without limitation, for purposes of Section 7.08, any Person that directly or indirectly owns more than 10% of the partnership interests or membership interests in the Partnership or General Partner, as applicable, any Senior Manager, or any director or manager of any Credit Party.
 
2

“ Aggregate Commitments ” means the Commitments of all the Lenders.
“ Aggregate Consideration ” means, with respect to any Permitted Acquisition, the sum (without duplication) of (a) the fair market value of the Partnership Common Units (based on the average closing trading price of the Partnership Common Units for the 20 trading days immediately prior to the date of such Permitted Acquisition on the stock exchange on which the Partnership Common Units are listed or, if the Partnership Common Units are not so listed, the good faith determination of the senior management of the General Partner) issued (or to be issued) as consideration in connection with such Permitted Acquisition, (b) the aggregate amount of all cash paid (or to be paid) by the Partnership or any of its Subsidiaries as consideration in connection with such Permitted Acquisition (including, without limitation, payment, as consideration, of fees and costs and expenses in connection therewith) and the contingent cash purchase price or other earnout obligations of the Partnership and its Subsidiaries incurred in connection therewith (as determined in good faith by the senior management of the General Partner), (c) the aggregate principal amount of all Indebtedness assumed, incurred and/or issued in connection with such Permitted Acquisition, (d) the fair market value (as determined in good faith by the senior management of the General Partner) of any Preferred Equity issued in connection with such Permitted Acquisition and (e) the fair market value (determined in good faith by senior management of the General Partner) of all other consideration payable in connection with such Permitted Acquisition.
“ Aggregate Credit Exposures ” means, at any time, in respect of (a) the Acquisition Facility, the sum of (i) the unused portion of the Acquisition Facility at such time and (ii) the aggregate amount of the Acquisition Loans outstanding at such time and (b) in respect of the Revolving Credit Facility, the sum of (i) the unused portion of the Revolving Credit Facility at such time and (ii) the Total Revolving Credit Outstandings at such time.
“ Agreement ” means this Amended and Restated Credit Agreement, as may be amended, modified, or supplemented from time to time.
“ Applicable Acquisition Percentage ” means with respect to any Acquisition Lender at any time, such Acquisition Lender’s Applicable Percentage in respect of the Acquisition Facility at such time.
“ Applicable Percentage ” means (a) in respect of the Acquisition Facility, with respect to any Acquisition Lender at any time, the percentage (carried out to the ninth decimal place) of the Acquisition Facility represented by such Acquisition Lender’s Aggregate Credit Exposure at such time, and (b) in respect of the Revolving Credit Facility, with respect to any Revolving Credit Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Credit Facility represented by such Revolving Credit Lender’s Revolving Credit Commitment at such time. If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 , or if the Commitments under a Facility have expired, then the Applicable Percentage of each Lender in respect of the applicable Facility shall be determined based on the Applicable
 
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Percentage of such Lender in respect of such Facility most recently in effect, giving effect to any subsequent assignments made in accordance with this Agreement. The initial Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.
“ Applicable Rate ” means the applicable percentage per annum set forth below for Eurodollar Rate Loans, Letter of Credit Fees and Base Rate Loans, as determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate at any time received by the Administrative Agent (a) on the Closing Date, or  (b) thereafter pursuant to Section 6.02(b) :
Applicable Rate

Pricing
Level	  	Consolidated Leverage
Ratio	  	Eurodollar Rate Loans and
Letter of Credit Fees	 	 	Base Rate
Loans	 	
1	  	<  1.50:1	  	2.25	%	 	0.00	%	
2	  	> 1.50:1 but  <  2.50:1	  	2.75	%	 	0.25	%	
3	  	> 2.50:1	  	3.25	%	 	0.75	%	
Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the applicable Start Date; provided , however , that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 3 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered (until the first Business Day after the date which such Compliance Certificate is actually delivered which demonstrates another Pricing Level is applicable).
Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) and (c) .
“ Applicable Revolving Credit Percentage ” means with respect to any Revolving Credit Lender at any time, such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility at such time.
“ Appropriate Lender ” means, at any time, (a) with respect to any of the Acquisition Facility or the Revolving Credit Facility, a Lender that has a Commitment with respect to such Facility or holds an Acquisition Loan or a Revolving Credit Loan, respectively, at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a) , the Revolving Credit Lenders and (c) with respect to the Swing Line Sublimit, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a) , the Revolving Credit Lenders.
“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
 
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“ Approved Installment Agreement ” means a pre-need installment agreement, in a form approved for use by all applicable Governmental Authorities, and complying with all applicable Laws, between a Borrower and an individual pursuant to which such Borrower has agreed to provide for and sell to such individual cemetery services and/or Cemetery Property, in substantially in the form(s) set forth at Exhibit H , as such form(s) may be modified from time to time in a manner reasonably acceptable to the Administrative Agent.
“ Arranger ” means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager.
“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.
“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b) ), and accepted by the Administrative Agent, in substantially the form of Exhibit F or any other form approved by the Administrative Agent.
“ Attributable Indebtedness ” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such Person.
“ Audited Financial Statements ” means the audited consolidated balance sheet of the Partnership and its Subsidiaries for the fiscal year ended December 31, 2006, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Partnership and its Subsidiaries, including the notes thereto.
“ Availability Period ” means (a) in respect of the Revolving Credit Facility, the period from and including the Closing Date to the earliest of (i) the Maturity Date for the Revolving Credit Facility, (ii) the date of termination of the Revolving Credit Commitments pursuant to Section 2.06 , and (iii) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02 and (b) in respect of the Acquisition Facility, the period from and including the Closing Date to the earliest of (i) the Maturity Date for the Acquisition Facility, (ii) the date the entire Acquisition Commitment of each Acquisition Lender has been advanced hereunder, and (iii) the date of termination of the commitments of the respective Acquisition Lenders to make Acquisition Loans pursuant to Section 8.02 .
“ Bank of America ” means Bank of America, N.A. and its successors.
“ Base Rate ” means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate.” The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs
 
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and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.
“ Base Rate Loan ” means a Revolving Credit Loan or an Acquisition Loan that bears interest based on the Base Rate.
“ Borrower ” and “ Borrowers ” have the meanings specified in the introductory paragraph hereto.
“ Borrower Materials ” has the meaning specified in Section 6.02 .
“ Borrowing ” means a Revolving Credit Borrowing, a Swing Line Borrowing or an Acquisition Borrowing, as the context may require.
“ Borrowing Base ” means, at any time, an amount equal to the sum of 80% of aggregate Eligible Receivables; provided however that, the Administrative Agent may, in its reasonable discretion, adjust the advance rate set forth above, set up reserves or change the definition of Eligible Receivables from time to time as the Administrative Agent determines is necessary based on the audits conducted by the Administrative Agent or other information made available to the Administrative Agent.
“ Borrowing Base Certificate ” means a certificate substantially in the form of Exhibit E .
“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.
“ Calculation Period ” means, as to any Permitted Acquisition or issuance of Future Senior Secured Notes, the most recent Measurement Period for which a Compliance Certificate is required to have been delivered (as of the date of such acquisition or issuance).
“ Capital Expenditures ” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations).
“ Capitalized Lease Obligations ” means all obligations under Capital Leases of any Person, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP.
“ Capitalized Leases ” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.
 
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“ Cash Collateralize ” has the meaning specified in Section 2.03(g) .
“ Cash Equivalents ” means any of the following types of Investments, to the extent owned by a Credit Party or any of its Subsidiaries free and clear of all Liens (other than Liens created under any Security Document):
(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;
(b) readily marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than one year from the date of acquisition thereof; provided that at the time of acquisition such obligations have the highest rating obtainable from S&P or Moody’s;
(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (c) of this definition and (iii) has combined capital and surplus of at least $250,000,000, in each case with maturities of not more than one year from the date of acquisition thereof;
(d) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than one year from the date of acquisition thereof;
(e) Investments, classified in accordance with GAAP as current assets of such Credit Party or Subsidiary, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b), (c) and (d) of this definition; and
(f) other short term investments approved in writing by the Administrative Agent in the exercise of its reasonable discretion.
“ Cash Management Agreement ” means any agreement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements.
 
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“ Cash Management Bank ” means any Person that, at the time it enters into a Cash Management Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement.
“ Cemetery Management Agreement ” an agreement pursuant to which any Borrower agrees to manage the operations of any Person in the business of providing cemetery services and/or Cemetery Property.
“ Cemetery Property ” means, at any time as to any Borrower, such Borrower’s interest in its real or personal property of the type sold or transferred pursuant to Approved Installment Agreements which property (a) has not, at such time, been sold or transferred to, and (b) is not under contract to be sold or transferred to, any other Person.
“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and the regulations promulgated and rulings issued thereunder.
“ CERCLIS ” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.
“ Certificate of Indebtedness ” means an agreement delivered to a Borrower from a non-profit cemetery which evidences an enforceable obligation to pay money together with a right to vote in connection with all shareholder decisions.
“ Change in Law ” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.
“ Change of Control ” means an event or series of events by which:
(a) any two of the individuals acting as chairman, chief executive officer or chief financial officer of the Partnership on the Effective Date shall cease to hold such positions (unless replaced by individuals reasonably satisfactory to the Required Lenders within 90 days after any such individual ceases to hold such position); or
(b) any Person or group of Persons, which do not, on the Effective Date, hold Equity Interests in the Partnership or the General Partner, thereafter obtain beneficial ownership or voting control of thirty-three percent (33%) or more of the Equity Interests in the Partnership or the General Partner; or
(c) the General Partner ceases to act as the sole general partner of the Partnership; or
(d) the Partnership ceases to own 100% of the Equity Interests in the Operating Company; or
 
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(e) except as otherwise expressly permitted by this Agreement, the Operating Company ceases to own, directly or indirectly, 100% of the Equity Interest in each of the other Borrowers.
“ Closing Date ” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 11.01 .
“ Code ” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated and rulings issued thereunder.
“ Collateral ” means all of the “ Collateral ” and “ Mortgaged Property ” referred to in the Security Documents and all of the other property that is under the terms of the Security Documents subject to Liens in favor of the Administrative Agent.
“ Collateral Agent ” has the meaning specified in Section 9.01(b) .
“ Commitment ” means an Acquisition Commitment or a Revolving Credit Commitment, as the context may require.
“ Commitment Fee Rate ” means, at any time, the percentage per annum set forth below for the Commitment Fee, as determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate at any time received by the Administrative Agent (a) on the Closing Date, or (b) thereafter pursuant to  Section 6.02(b) :
Commitment Fee Rate
						
Pricing
Level	  	Consolidated Leverage
Ratio	  	Commitment Fee	 	
1	  	< 1.50:1	  	0.30	%	
2	  	> 1.50:1 but  <  2.50:1	  	0.40	%	
3	  	> 2.50:1	  	0.50	%	
Any increase or decrease in the Commitment Fee Rate resulting from a change in the Consolidated Leverage Ratio shall become effective as of the first Business Day immediately following the applicable Start Date; provided , however , that if a Compliance Certificate is not delivered when due in accordance with such Section, then Pricing Level 3 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered (until the first Business Day after the date which such Compliance Certificate is actually delivered which demonstrates another Pricing Level is applicable).
Notwithstanding anything to the contrary contained in this definition, the determination of the Commitment Fee Rate for any period shall be subject to the provisions of Section 2.10(b) and (c) .
“ Committed Loan Notice ” means a notice of (a) an Acquisition Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other, or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a) , which, if in writing, shall be substantially in the form of Exhibit A .
 
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“ Compliance Certificate ” means a certificate substantially in the form of Exhibit D .
“ Confirmation Agreement ” means that certain Confirmation and Amendment Agreement, dated the Closing Date, among the Credit Parties and the Collateral Agent.
“ Consolidated EBITDA ” means, for any period, an amount equal to Consolidated Net Income of the Partnership and its Subsidiaries, plus , in each case to the extent actually deducted in determining Consolidated Net Income for such period, without duplication, (a) consolidated interest expense of the Partnership and its Subsidiaries, (b) provision for income taxes, (c) depreciation and amortization expense, (d) non-cash cost for Cemetery Property and real property sold, (e) any extraordinary losses, (f) losses from sales of assets other than inventory and Cemetery Property and real property sold in the ordinary course of business, (g) other non-cash items (including, without limitation, one-time charges associated with “cheap stock” compensation expense), and (h) reasonable fees, costs and expenses incurred in connection with the Transaction and the restructuring of the Existing Credit Agreement and the Note Purchase Agreement, minus , in each case to the extent actually included in determining Consolidated Net Income for such period, without duplication, (i) any extraordinary gains, (ii) gains from sales of assets other than inventory and Cemetery Property and real property sold in the ordinary course of business, (iii) the amount of non-cash gains during such period (other than as a result of deferral of purchase price with respect to notes or installment sales contracts received in connection with sales of Cemetery Property); and (iv) other non-cash gains. Consolidated EBITDA shall be adjusted for any changes versus the prior period in net Deferred Revenue (excluding Deferred Margin), net Accounts Receivable (excluding any increase relating to any Permitted Acquisition made after the Closing Date for the eight consecutive fiscal quarters immediately following the date such Permitted Acquisition is consummated), Merchandise Liability (including Merchandise Liabilities converted to Accounts Payable in the normal course of business and to be paid within 15 days of the date of determination) and Merchandise Trust (excluding any change in Trust Income Receivable), as each such term is defined in the consolidated balance sheet of the Partnership, but excluding any increases pursuant to purchase accounting pursuant to future acquisitions; provided that, all calculations of Consolidated EBITDA shall additionally be adjusted on a Pro Forma Basis to account for any Permitted Acquisition then being consummated, if applicable, as well as any other Permitted Acquisition consummated, on or after the first day of any related Calculation Period or Measurement Period, as applicable (as if consummated on the first day of such applicable Calculation Period or Measurement Period), and provided further , that, for purposes of calculating the Permitted Acquisition Step-Up, Consolidated EBITDA for a Permitted Acquisition required by Section 7.11(a) shall be calculated (A) using the above method (including adjustments on a Pro Forma Basis) with respect to the Person or assets so acquired and (B) for the trailing 12 month period ending on the last day of the month immediately preceding the date of such Permitted Acquisition.
“ Consolidated Funded Indebtedness ” means, as of any date of determination, for the Partnership and its Subsidiaries on a consolidated basis, without duplication, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including, without limitation, (i) all Obligations hereunder, (ii) all Seller Subordinated Debt and (iii) all obligations evidenced by bonds, debentures, notes, loan agreements or other
 
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similar instruments), (b) the outstanding principal amount of all purchase money Indebtedness, (c) all direct obligations arising under letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations, (e) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (d) above of Persons other than the Partnership or any of its Subsidiaries, and (g) all Indebtedness of the types referred to in clauses (a) through (e) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Partnership or any of its Subsidiaries is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Partnership or such Subsidiary.
“ Consolidated Interest Charges ” means, for any period, (a) the total consolidated interest expense of the Partnership and its Subsidiaries for such period (calculated without regard to any limitations on payment thereof) payable in respect of any Indebtedness plus (b) without duplication, that portion of Capitalized Lease Obligations of the Partnership and its Subsidiaries on a consolidated basis representing the interest factor for such period. All calculations of Consolidated Interest Charges shall additionally be adjusted on a Pro Forma Basis to account for any Permitted Acquisition then being consummated, if applicable, as well as any other Permitted Acquisition consummated, on or after the first day of any related Calculation Period or Measurement Period, as applicable (as if consummated on the first day of such applicable Calculation Period or Measurement Period).
“ Consolidated Interest Coverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Charges, in each case, of or by the Partnership and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period.
“ Consolidated Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Measurement Period.
“ Consolidated Net Income ” means, for any period, the net after tax income (or loss) of the Partnership and its Subsidiaries determined on a consolidated basis in accordance with GAAP, provided that in determining Consolidated Net Income of the Partnership and its Subsidiaries (a) the net income of any of Person which is not a Subsidiary of the Partnership or is accounted for by the Partnership by the equity method of accounting shall be included only to the extent of the payment of cash dividends or cash disbursements by such Person to the Partnership or a Subsidiary of the Partnership during such period, and (b) except for determinations expressly required to be made on a Pro Forma Basis, the net income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or all or substantially all of the property or assets of such Person are acquired by a Subsidiary shall be excluded from such determination.
“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
 
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“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.
“ Controlled Non-Profit ” means a Borrower which (a) is organized as a non-profit entity, whether pursuant to Section 501 of the Code or otherwise, or (b) which has contracted with any Borrower for the provisions of services under a Cemetery Management Agreement.
“ Credit Documents ” means, collectively, (a) this Agreement, (b) the Notes, (c) the Security Documents, (d) the Fee Letter, (e) each Issuer Document, (f) each Secured Hedge Agreement, (g) each Secured Cash Management Agreement and (h) the Intercreditor Agreement; provided that for purposes of the definition of “Material Adverse Effect” and Articles IV through IX , “Credit Documents” shall not include Secured Hedge Agreements or Secured Cash Management Agreements.
“ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
“ Credit Party ” means, individually, and “ Credit Parties ” means, collectively, each Borrower and each Guarantor.
“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
“ Default Rate ” means (a) when used with respect to Obligations other than Letter of Credit Fees and Eurodollar Rate Loans, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate for Base Rate Loans plus (iii) 2% per annum; (b) when used with respect to any Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to (i) the related Eurodollar Rate plus (ii) the Applicable Rate for Eurodollar Rate Loans plus (iii) 2% per annum and (b) when used with respect to Letter of Credit Fees, a rate equal to (i) the Applicable Rate for Letter of Credit Fees plus (ii) 2% per annum.
“ Defaulting Lender ” means any Lender that (a) has failed to fund any portion of the Acquisition Loans, Revolving Credit Loans, participations in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one Business Day of the date required to be funded by it hereunder, (b) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within one Business Day of the date when due, unless the subject of a good faith dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy or insolvency proceeding.
 
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“ Dignity 2007 ” means the acquisition by one or more of the Borrowers of certain operating assets of the cemetery and funeral home properties identified on Exhibit “A” attached to that certain letter of intent dated June 6, 2007, between the Operating Company and Service Corporation International (the “LOI”), in accordance with the terms of the LOI (as provided to the Lenders prior to the Closing Date).
“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
“ Disposition Note ” means a promissory note issued by a purchaser of assets in connection with a Disposition permitted under Section 7.05 .
“ Dollar ” and “ $ ” mean lawful money of the United States.
“ Effective Date ” means September 20, 2004, the effective date of the Existing Credit Agreement.
“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Section 11.06(b)(iii) , (v)  and (vi)  (subject to such consents, if any, as may be required under Section 11.06(b)(iii) ).
“ Eligible Receivables ” means any Account Receivable of a Borrower that meets all of the following requirements on its date of invoice or other origination date and continuing thereafter until collected:
(a) such Account Receivable represents a bona fide transaction evidenced by an Approved Installment Agreement;
(b) an installment, or portion thereof, under such Account Receivable has been paid within the immediately preceding sixty (60) days and such Account Receivable has not been repudiated by the related account debtor;
(c) such Account Receivable, to the extent evidenced by chattel paper or an instrument of any kind, is evidenced by only one original which is kept at the chief executive office (or, if required by law, the applicable local office) of the applicable Borrower, provided that, if required by law, such Borrower may deliver the original to a trustee for a Trust Account and/or may deliver an additional original to the account debtor thereon;
(d) the related Approved Installment Agreement, (i) to the extent created or entered into after the Effective Date, shall be stamped or stickered on its face to indicate that has been assigned to the Administrative Agent, in its capacity as “collateral agent” for various secured creditors pursuant to the Intercreditor Agreement, and (ii) otherwise shall be stored in a filing cabinet prominently marked to appropriately indicate that the contents thereof have been assigned to the Administrative Agent as noted above;
 
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(e) the account debtor with respect to such Account Receivable is not insolvent or the subject of any bankruptcy or insolvency proceedings of any kind;
(f) such Account Receivable is a valid, legally enforceable obligation of the account debtor with respect thereto and is not subject to any present, or contingent, and the Borrowers have no knowledge or reason to believe there are any facts which are the basis for any future, offset or counterclaim or other defense on the part of such account debtor, including, without limitation, any account payable owing by such Person to such account debtor;
(g) such Account Receivable shall be subject to a valid and perfected first priority Lien in favor of the Administrative Agent, subject to no Lien, except for Liens in favor of the Administrative Agent and other Permitted Liens;
(h) all statutory rescission periods with respect to each such Account Receivable have ended;
(i) the related Borrower is not a Controlled Non-Profit; and
(j) such Account Receivable is not deemed ineligible by the Administrative Agent, in the exercise of its reasonable discretion;
provided that, for the purpose of calculating the Borrowing Base the amount of any Eligible Receivables which will be included in such calculation will be equal to the gross amount of such Eligible Receivables, less, with respect to such Eligible Receivables: (i) all collection reserves; (ii) without duplication, all imputed interest earnings; (iii) the portion of such Eligible Receivables required to be paid into any Trust Account; and (iv) any unpaid sales commission.
“ Employment Agreements ” means all material employment agreements entered into by any Credit Party.
“ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.
“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Credit Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
 
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“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.
“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein, and Certificates of Indebtedness), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated and rulings issued thereunder.
“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with any Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
“ ERISA Event ” means: (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan (including notification to any Borrower of an intent to commence such proceedings); (e) notification to any Borrower or any ERISA Affiliate of (i) the filing of a notice of intent to terminate a Multiemployer Plan, (ii) the treatment of a Plan amendment as a termination of a Multiemployer Plan under Section 4041A of ERISA, or (iii) the commencement of proceedings by the PBGC to terminate a Multiemployer Plan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or notification to any Borrower or any ERISA Affiliate of the same with respect to a Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Borrower or any ERISA Affiliate.
“ Eurodollar Rate ” means, for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“ BBA LIBOR ”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to
 
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such Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.
“ Eurodollar Rate Loan ” means a Revolving Credit Loan or an Acquisition Loan that bears interest at a rate based on the Eurodollar Rate.
“ Event of Default ” has the meaning specified in Section 8.01 .
“ Excluded Collateral ” has the meaning specified in the Security Agreement.
“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrowers under Section 11.13 ), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.01(e) , except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding tax pursuant to Section 3.01(a) .
“ Existing Credit Agreement ” has the meaning specified in the Preliminary Statements hereto.
“ Existing Letters of Credit ” means any Letters of Credit issued under the Existing Credit Agreement and outstanding as of the Closing Date, including that certain Irrevocable Standby Letter of Credit # 68009417, dated October 13, 2005, issued by the LC Issuer in the stated amount of $1,900,000 to the beneficiary Bond Safeguard Insurance Company.
“ Extraordinary Receipt ” means any cash received by or paid to or for the account of any Person which represent proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) or condemnation awards (and any payments in lieu thereof).
“ Facility ” means the Acquisition Facility or the Revolving Credit Facility, as the context may require.
 
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“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.
“ Fee Letter ” means the letter agreement, dated March 15, 2007, among the Partnership, the Administrative Agent and the Arranger, as may be amended, restated, modified, extended, renewed, replaced or supplemented from time to time.
“ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which any Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.
“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
“ Future Senior Secured Notes ” means senior secured notes issued after the Closing Date, from time to time, pursuant to, and in accordance with, the Note Purchase Agreement, meeting each of the following requirements: (a) such notes are in an aggregate original principal amount that, when aggregated with the aggregate original principal amount of the Senior Secured Notes issued before and on the Closing Date, does not exceed the limitation set forth in Section 7.02(b); (b) the terms of such notes are substantially similar to those of the Senior Secured Notes issued before and on the Closing Date (provided that (i) the scheduled maturity date for any principal payment under such notes shall not be prior to the fifth anniversary of the issuance date of such notes and (ii) the interest rate payable on such notes shall be a market rate for the issuance of such notes at the time issued); (c) no Default or Event of Default has occurred and is continuing or would result from the issuance of such notes; and (d) the Borrowers shall have delivered to the Administrative Agent, not less than ten (10) Business Days prior to the date of the issuance of such notes (or such shorter period as the Administrative Agent may agree to in writing), a pro forma Compliance Certificate showing compliance, on a Pro Forma Basis (for the related Calculation Period), with the covenants set forth in Section 7.11 immediately after giving effect to the issuance of such notes (and the consummation of the related Permitted Acquisition, if any).
 
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“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.
“ General Partner ” has the meaning specified in the introductory paragraph hereto.
“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
“ GP Agreement ” means that certain Amended and Restated Limited Liability Agreement of StoneMor GP LLC, a Delaware limited liability company, dated as of September 20, 2004, as may be amended, restated, modified, replaced or supplemented from time to time.
“ Guarantee ” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “ Guarantee ” as a verb has a corresponding meaning.
“ Guarantor ” means, individually, and “ Guarantors ” means, individually and collectively, the Partnership, the General Partner and each Borrower (other than any Controlled Non-Profit) solely in its capacity as a guarantor of the Obligations of the other Borrowers pursuant to Article X , and each other Subsidiary of the Partnership that shall be required to execute and deliver any joinder or guaranty pursuant to Section 6.12 .
 
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“ Guaranty ” means, collectively, the Guaranty made by the Credit Parties, other than the Controlled Non-Profits, under Article X , together with each other guaranty delivered pursuant to Section 6.12 .
“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
“ Hedge Bank ” means any Person that, at the time it enters into a Secured Hedge Agreement, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Secured Hedge Agreement.
“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
(c) net obligations of such Person under any Swap Contract;
(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable and accrued expenses, in each case arising the ordinary course of business, and any other trade accounts payable and deferred rent not past due for more than 90 days);
(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
(f) all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt of such Person;
(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, in each case prior to a date which is at least six months after the Maturity Date, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and
 
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(h) all Guarantees of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.
“ Indemnified Taxes ” means Taxes other than Excluded Taxes.
“ Indemnitees ” has the meaning specified in Section 11.04(b) .
“ Information ” has the meaning specified in Section 11.07 .
“ Intercompany Loan ” means a loan permitted pursuant to Section 7.02(c) .
“ Intercompany Note ” means any promissory note evidencing an Intercompany Loan.
“ Intercreditor Agreement ” means that certain Amended and Restated Intercreditor and Collateral Agency Agreement, dated the Closing Date, among the Credit Parties, the Lenders, the Purchasers, the Collateral Agent and the Administrative Agent, as amended, restated, modified, extended, renewed, replaced or supplemented from time to time.
“ Interest Payment Date ” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided , however , that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swing Line Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swing Line Loans being deemed made under the Revolving Credit Facility for purposes of this definition).
“ Interest Period ” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrowers in a Committed Loan Notice ; provided that:
(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
 
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(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.
“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person.
“ IP Rights ” has the meaning specified in Section 5.17 .
“ IRS ” means the United States Internal Revenue Service.
“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).
“ Issuer Documents ” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and any Borrower or in favor of the L/C Issuer and relating to such Letter of Credit.
“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
“ L/C Advance ” means, with respect to each Revolving Credit Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Credit Percentage.
“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when due or refinanced as a Revolving Credit Borrowing.
“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.
“ L/C Issuer ” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.
“ L/C Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount
 
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available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
“ Lender ” and “ Lenders ” have the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender.
“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent.
“ Letter of Credit ” means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.
“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.
“ Letter of Credit Expiration Date ” means the day that is seven days prior to the Maturity Date then in effect for the Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).
“ Letter of Credit Fee ” has the meaning specified in Section 2.03(i) .
“ Letter of Credit Sublimit ” means an amount equal to $5,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facility.
“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or other), charge, preference, priority or other security agreement of any kind or nature whatsoever (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC or any similar recording or notice statute (other than any unauthorized financing statement or other notice filing for which there is not otherwise any underlying Lien or secured obligation), and any lease having substantially the same effect as the foregoing).
“ Loan ” means an extension of credit by a Lender to any Borrower under Article II in the form of an Acquisition Loan, a Revolving Credit Loan or a Swing Line Loan.
“ Management Agreement ” means any material agreement with respect to the management of any Credit Party, including, without limitation, any consulting agreement or other management advisory agreement, but excluding any employment agreement.
“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Partnership and its Subsidiaries taken as a
 
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whole; (b) a material impairment of the rights and remedies of the Administrative Agent or any Lender under any Credit Document, or of the ability of any Credit Party to perform its obligations under any Credit Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Partnership and its Subsidiaries taken as a whole of any Credit Document.
“ Material Contract ” means, with respect to any Person, each contract to which such Person is a party involving aggregate consideration payable to or by such Person of the Threshold Amount or more in any year or otherwise material to the business, condition (financial or otherwise), operations, performance, properties or prospects of such Person.
“ Maturity Date ” means, as to each of the Acquisition Facility and the Revolving Credit Facility, August 15, 2012; provided , however , that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
“ Measurement Period ” means, at any date of determination, the most recently completed four fiscal quarters of the Partnership.
“ Merchandise Trust ” means a trust fund, pre-need trust, pre-construction trust or other reserve, trust, escrow or any similar arrangement established and administered by a Borrower as required in accordance with applicable Law to receive and administer the aggregate of all amounts derived from the sale of services and personal property, such as foundations, markers, memorials, memorial bases, monuments, urns, vases, vaults and caskets, used in connection with the final disposition, memorialization, interment, entombment, or inurnment of human remains.
“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.
“ Mortgage Policies ” means the title insurance policies delivered to the Administrative Agent in connection with the Mortgages, as each may be amended, restated, modified, extended, renewed, replaced or supplemented from time to time.
“ Mortgages ” means all deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust and other similar documents and agreements delivered by the Credit Parties to the Administrative Agent, whether pursuant to the Existing Credit Agreement, this Agreement or any other Credit Document, as each may be amended, restated, modified, extended, renewed, replaced or supplemented from time to time.
“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
“ Net Cash Proceeds ” means:
(a) with respect to any Disposition by any Credit Party or any of its Subsidiaries, or any Extraordinary Receipt received or paid to the account of any Credit Party or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and Cash
 
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Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Credit Documents or the Note Purchase Documents), (B) the reasonable and customary out-of-pocket expenses incurred by such Credit Party or such Subsidiary in connection with such transaction and (C) income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds; and
(b) with respect to the sale or issuance of any Equity Interest by any Credit Party or any of its Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by such Credit Party or such Subsidiary in connection therewith.
“ Note ” means an Acquisition Note or a Revolving Credit Note, as the context may require.
“ Note Purchase Agreement ” means that certain Amended and Restated Note Purchase Agreement, dated as of August 15, 2007, from the Credit Parties to the Purchasers, as may be amended, restated, modified, extended, renewed, replaced or supplemented from time to time.
“ Note Purchase Documents ” means the Note Purchase Agreement, the Senior Secured Notes, the Intercreditor Agreement, and the related guarantees, pledge agreements, security agreements, mortgages, notes and all other agreements, instruments and other documents pursuant to which the Senior Secured Notes have been or will be issued or otherwise setting forth the terms of the Senior Secured Notes or otherwise entered into in connection with the Note Purchase Agreement, as each may be amended, restated, modified, extended, renewed, replaced or supplemented from time to time.
“ NPL ” means the National Priorities List under CERCLA.
“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party arising under any Credit Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Credit Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided, however, that the Obligations shall not include any obligations of the Credit Parties to the Purchasers under the Note Purchase Documents.
 
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“ Operating Company ” has the meaning specified in the introductory paragraph hereto.
“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to (i) any entity organized under any non-U.S. jurisdiction and (ii) any Controlled Non-Profit); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
“ Other Taxes ” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Credit Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Credit Document.
“ Outstanding Amount ” means (a) with respect to Acquisition Loans, Revolving Credit Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Acquisition Loans, Revolving Credit Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts.
“ Participant ” has the meaning specified in Section 11.06(d) .
“ Partnership ” has the meaning specified in the introductory paragraph hereto.
“ Partnership Agreement ” means that certain First Amended and Restated Agreement of Limited Partnership of StoneMor Partners L.P. dated as of September 20, 2004, as amended, restated, modified, extended, renewed, replaced or supplemented from time to time.
“ Partnership Common Units ” means the common units of the Partnership.
“ Partnership Subordinated Units ” means the subordinated units of the Partnership.
“ PBGC ” means the Pension Benefit Guaranty Corporation.
“ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Borrower or any ERISA Affiliate or to which any Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.
 
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“ Permitted Acquisition Step-Up ” has the meaning specified in Section 7.11(a)
“ Permitted Acquisition ” means an acquisition by a Borrower of (a) the assets constituting a business unit or all or a substantial part of the business of any Person, other than a then existing Subsidiary of the Partnership, that is organized under the laws of any political subdivision of the United States and transacts all of its material business within the United States (each a “ Domestic Person ”), or (b) 100% of the capital stock or other Equity Interests of any Domestic Person, which acquisition complies with each of the following requirements:
(i) such acquisition has been approved by the board of directors or similar governing body of the related Domestic Person;
(ii) the consideration paid by such Borrower consists solely of (A) Partnership Common Units, (B) cash (including proceeds of Acquisition Loans), and (C) Seller Subordinated Debt permitted hereunder;
(iii) any Acquired Person shall own no capital stock or other Equity Interests of any other Person unless the Acquired Person owns 100% of the capital stock or other Equity Interests of such other Person;
(iv) the assets or Person acquired are used in or constitute a Permitted Business; and
(v) the acquisition has been approved by the Operating Company’s Board of Managers.
Notwithstanding anything to the contrary contained in the immediately preceding sentence (i), an acquisition which does not otherwise meet the requirements set forth above in the definition of “Permitted Acquisition” shall constitute a Permitted Acquisition if, and to the extent, the Required Lenders agree in writing that such acquisition shall constitute a Permitted Acquisition for purposes of this Agreement and (ii) Dignity 2007 shall constitute a Permitted Acquisition.
“ Permitted Business ” means any business engaged in or related to the cemetery and funeral home business in the United States and the provision of product and services in connection therewith.
“ Permitted Encumbrances ” (a) with respect to any property that is subject to a Mortgage, has the meaning specified in the related Mortgage, and (b) with respect to any real property not subject to a Mortgage, (i) those liens, encumbrances and other matters affecting title to such property and found reasonably acceptable by the Collateral Agent, (ii) such easements, encroachments, covenants, conditions, restrictions, rights of way, minor defects, irregularities or encumbrances on title which could not reasonably be expected to materially impair such property for the purpose for which it is held by the applicable Credit Party, (iii) zoning and other municipal ordinances which are not violated in any material respect by the existing improvements and the present use made by the applicable Credit Party of the premises, (iv) general real estate taxes and assessments not yet due and payable, and (v) such other similar items as the Collateral Agent may consent to (such consent not to be unreasonably withheld).
 
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“ Permitted Liens ” has the meaning specified in Section 7.01 .
“ Perpetual Care Trust ” means a trust fund, pre-need trust, pre-construction trust or other reserve, trust, escrow or any similar arrangement established and administered by a Borrower as required in accordance with applicable Law for the purpose of receiving the aggregate of all amounts derived from the sale of interests in real property, or fixtures, including, without limitation, mausoleums, niches, columbaria, urns, or crypts, used in connection with the final disposition, memorialization, interment, entombment, or inurnment of human remains and set aside in reserve, trust, escrow or any similar arrangement and administering such amounts for the perpetual care and maintenance of cemetery lots, graves, grounds, landscaping, roads, paths, parking lots, fences, mausoleums, columbaria, vaults, crypts, utilities, and other improvements, structures and embellishments.
“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.
“ Platform ” has the meaning specified in Section 6.02 .
“ Pledge Agreement ” means that certain Pledge Agreement, dated the Effective Date, among the Credit Parties and the Administrative Agent, as amended, restated, modified, extended, renewed, replaced or supplemented from time to time.
“ Pledged Debt ” means Indebtedness pledged by a Credit Party under the Pledge Agreement, including, without limitation, any Intercompany Note.
“ Pledged Equity ” means Equity Interests pledged by a Credit Party under the Pledge Agreement, including, without limitation, any Certificate of Indebtedness.
“ Preferred Equity ” as applied to the Equity Interests of any Person, means Equity Interests of such Person (other than common stock or units of such Person) of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Equity Interests of any other class of such Person.
“ Pro Forma Basis ” means, as of any date, in connection with any calculation of compliance with any financial covenant or financial term, the calculation thereof after giving effect on a pro forma basis to the Indebtedness from any Future Senior Secured Notes then being issued and/or Permitted Acquisition then being consummated, if applicable, as well as any other Permitted Acquisition consummated on or after the first day of any relevant Calculation Period (in each case, as if consummated on the first day of such Calculation Period and based on the best available historical financial information provided by the Person who is being or was, or whose assets are being or were, acquired in connection with each such Permitted Acquisition, whether prepared in accordance with GAAP or otherwise, and accepted by the Borrowers in the exercise of their reasonable business judgment), and, in each case involving a Permitted
 
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Acquisition, adjusted to account for (a) expenses eliminated or reasonably expected to be eliminated by the Borrowers pursuant to synergies and other efficiencies of each such acquisition, and (b) income, gains and losses from any Trust Accounts being acquired, using a net asset value of Perpetual Care Trusts multiplied by ten-year Treasury Rate plus 150 basis points and Merchandise Trusts multiplied by five-year Treasury Rate plus 150 basis points; provided that any such calculations delivered pursuant to Section 7.03(h)(viii) shall also give effect on a pro forma basis to (i) the incurrence of any Indebtedness by any Credit Parties on or after the first day of the relevant Calculation Period as if such Indebtedness had been incurred (and the proceeds thereof applied) on the first day of the relevant Calculation Period and (ii) the permanent repayment of any Indebtedness of any Credit Parties on or after the first day of the relevant Calculation Period as if such Indebtedness had been retired or redeemed on the first day of the relevant Calculation Period (in each case, based on the historical financial information described above).
“ Public Lender ” has the meaning specified in Section 6.02 .
“ Purchasers ” means the initial purchasers of the Senior Secured Notes, together with any successors thereto as holders of such notes.
“ Reduction Amount ” has the meaning set forth in Section 2.05(b)(vii) .
“ Register ” has the meaning specified in Section 11.06(c) .
“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.
“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.
“ Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Acquisition Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.
“ Required Acquisition Lenders ” means, as of any date of determination, Acquisition Lenders holding more than 50% of the sum of the (a) Total Acquisition Outstandings and (b) aggregate unused Acquisition Commitments; provided that the unused Acquisition Commitment of, and the portion of the Total Acquisition Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Acquisition Lenders.
“ Required Lenders ” means, as of any date of determination, Lenders holding more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Commitments; provided that the unused Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.
 
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“ Required Revolving Lenders ” means, as of any date of determination, Revolving Credit Lenders holding more than 50% of the sum of the (a) Total Revolving Credit Outstandings (with the aggregate amount of each Revolving Credit Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments; provided that the unused Revolving Credit Commitment of, and the portion of the Total Revolving Credit Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.
“ Responsible Officer ” means, with respect to (i) delivering financial information and officer’s certificates pursuant to this Agreement, the chief financial officer, the chief executive officer, the chief operating officer, the corporate controller, any treasurer or other financial officer of the General Partner and (ii) any other matter in connection with this Agreement or any other Credit Document, any officer (or a person or persons so designated by such officer) of the General Partner or the Operating Company, as the case may be, in each case to the extent reasonably acceptable to the Administrative Agent.
“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.
“ Revolving Credit Borrowing ” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders pursuant to Section 2.01(b) .
“ Revolving Credit Commitment ” means, as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to any Borrower pursuant to Section 2.01(b) , (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 under the caption “Revolving Credit Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“ Revolving Credit Facility ” means, at any time, the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such time.
 
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“ Revolving Credit Lender ” means, at any time, any Lender that has a Revolving Credit Commitment at such time.
“ Revolving Credit Loan ” has the meaning specified in Section 2.01(b) .
“ Revolving Credit Note ” means a promissory note made by the Borrowers in favor of a Revolving Credit Lender evidencing Revolving Credit Loans or Swing Line Loans, as the case may be, made by such Revolving Credit Lender, substantially in the form of Exhibit C-2 .
“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.
“ Scheduled Repayment ” has the meaning specified in Section 2.07(a) .
“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“ Secured Cash Management Agreement ” means any Cash Management Agreement that is entered into by and between any Credit Party and any Cash Management Bank.
“ Secured Hedge Agreement ” means any interest rate Swap Contract permitted under Article VI or VII that is entered into by and between any Borrower and any Hedge Bank.
“ Secured Parties ” means, collectively, the Administrative Agent, the Lenders, the L/C Issuer, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05 , the Administrative Agent and the other Persons the Obligations owing to which are secured by the Collateral under the terms of the Security Documents.
“ Security Agreement ” means that certain Security Agreement, dated the Effective Date, among the Credit Parties and the Administrative Agent, as amended, restated, modified, extended, renewed, replaced or supplemented from time to time.
“ Security Documents ” means, collectively, the Security Agreement, the Pledge Agreement, the Mortgages, the Confirmation Agreement, each of the mortgages, collateral assignments, security agreements, pledge agreements or other similar agreements delivered to the Administrative Agent pursuant to the Existing Credit Agreement or Section 6.12 , and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent, all as may be amended, restated, modified, extended, renewed, replaced or supplemented from time to time.
“ Seller Subordinated Debt ” means Indebtedness of a Borrower to a seller of assets or Equity Interests acquired pursuant to a Permitted Acquisition.
 
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“ Senior Manager ” means any chairman, president, chief executive officer, chief financial officer or similar officer of the General Partner, the Partnership or the Operating Company.
“ Senior Secured Notes ” means (a) the 7.66% Senior Secured Notes of the Credit Parties due September 20, 2009, in an aggregate principal amount of $80,000,000 issued and originally sold on September 20, 2004, (b) the 9.34% Senior Secured Notes of the Credit Parties due August 15, 2012, in an aggregate principal amount of $35,000,000 issued and sold on August 15, 2007, and (c) any Future Senior Secured Notes, each issued pursuant to the Note Purchase Agreement.
“ Shareholders’ Agreement ” means any agreement (including, without limitation, any shareholders’ agreement, subscription agreement or registration rights agreement, but excluding any Organizational Document) entered into by any Credit Party governing the terms and relative rights of the Equity Interests of the entity that is a party to such agreement and any agreement entered into by shareholders relating to any such entity with respect to its Equity Interests to which such entity is also a party.
“ Solvent ” and “ Solvency ” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, in each case, taking into account any rights of subrogation and contribution to the Affiliates of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“ Start Date ” means the date the most recent Compliance Certificate has been delivered pursuant to Section  6.02(b) or a pro forma Compliance Certificate has been delivered pursuant to Section  2.10(c) .
“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “ Subsidiary ” or to “ Subsidiaries ” shall refer to a Subsidiary or Subsidiaries of the Partnership.
 
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“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.
“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
“ Swing Line Borrowing ” means a borrowing of a Swing Line Loan pursuant to Section 2.04 .
“ Swing Line Lender ” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.
“ Swing Line Loan ” has the meaning specified in Section 2.04(a) .
“ Swing Line Loan Notice ” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b) , which, if in writing, shall be substantially in the form of Exhibit B .
“ Swing Line Sublimit ” means an amount equal to the lesser of (a) $5,000,000 and (b) the Revolving Credit Facility. The Swing Line Sublimit is part of, and not in addition to, the Revolving Credit Facility.
“ Synthetic Debt ” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of “ Indebtedness ” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.
 
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“ Synthetic Lease Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
“ Tax Allocation Agreement ” means any tax sharing or tax allocation agreement entered into by any Credit Party.
“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“ Threshold Amount ” means $2,000,000.
“ Total Acquisition Outstandings ” means the aggregate Outstanding Amount of all Acquisition Loans.
“ Total Outstandings ” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.
“ Total Revolving Credit Outstandings ” means the aggregate Outstanding Amount of all Revolving Credit Loans, Swing Line Loans and L/C Obligations.
“ Transaction ” means, collectively, (a) the entering into by the Credit Parties of the Credit Documents and amendments to the Note Purchase Documents, (b) the refinancing of the Existing Credit Agreement and (c) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.
“ Trust Accounts ” means, collectively, the Perpetual Care Trusts and Merchandise Trusts.
“ Trust Funds ” means, at the time of any determination thereof, in connection with the Trust Accounts, the aggregate of all amounts required by applicable Law to be set aside in reserve, trust, escrow or any similar arrangement.
“ Type ” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.
“ UCC ” means the Uniform Commercial Code as in effect in the Commonwealth of Pennsylvania; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the Commonwealth of Pennsylvania, “ UCC ” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.
 
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“ Unfunded Pension Liability ” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.
“ Uninsured Liabilities ” shall mean any losses, damages, costs, expenses and/or, liabilities (including any losses, damages, costs, expenses or liabilities resulting from property damage or casualty, general liability, workers’ compensation claims and business interruption) incurred by any Borrower or any Subsidiary which are not covered by insurance, but with respect to which insurance coverage is commercially available in the ordinary course of business to Persons engaged in the same or similar business as the Permitted Business.
“ United States ” and “ U.S. ” mean the United States of America.
“ Unreimbursed Amount ” has the meaning specified in Section 2.03(c)(i) .
1.02 Other Interpretive Provision s . With reference to this Agreement and each other Credit Document, unless otherwise specified herein or in such other Credit Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “ include ,” “ includes ” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “ will ” shall be construed to have the same meaning and effect as the word “ shall .” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Credit Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “ herein ,” “ hereof ” and “ hereunder ,” and words of similar import when used in any Credit Document, shall be construed to refer to such Credit Document in its entirety and not to any particular provision thereof, (iv) all references in a Credit Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Credit Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “ asset ” and “ property ” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
(b) In the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ;” the words “ to ” and “ until ” each mean “ to but excluding ;” and the word “ through ” means “ to and including .”
 
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(c) Section headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Credit Document.
1.03 Accounting Term . (a) Ge nerally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP as in effect from time to time, applied on a basis consistent with that used in preparing the Audited Financial Statements (so that, to the extent alternative definitions for such terms, or alternative treatments for such data, are permissible under GAAP, the particular definition or treatment chosen for the Audited Financial Statements shall continue to be used unless use of such alternatives would not be material).
(b) Changes in GAAP . If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Operating Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Operating Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Operating Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.
(c) Consolidation of Variable Interest Entities . All references herein to consolidated financial statements of the Partnership and its Subsidiaries or to the determination of any amount for the Partnership and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Partnership is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.
1.04 Rounding . Any financial ratios required to be maintained by the Credit Parties pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
1.05 Times of Day . Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
1.06 Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the undrawn portion of the stated amount of such Letter of Credit (including any reinstated portion) in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer
 
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Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum undrawn portion of the stated amount of such Letter of Credit (including any reinstated portion) after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
1.07 Currency Equivalents Generally . Any amount specified in this Agreement (other than in Articles II , IX and X ) or any of the other Credit Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount thereof in the applicable currency to be determined by the Administrative Agent at such time on the basis of the Spot Rate (as defined below) for the purchase of such currency with Dollars. For purposes of this Section 1.07 , the “ Spot Rate ” for a currency means the rate determined by the Administrative Agent to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date of such determination; provided that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.
ARTICLE II
THE COMMITMENTS AND CREDIT EXTENSIONS
2.01 The Loans. (a)  The Acquisition Borrowings . Subject to the terms and conditions set forth herein, each Acquisition Lender severally agrees to make Acquisition Loans to the Borrowers from time to time, on any Business Day during the Availability Period for the Acquisition Facility, in an aggregate amount not to exceed such Acquisition Lender’s Acquisition Commitment. Each Acquisition Borrowing shall consist of Acquisition Loans made simultaneously by the Acquisition Lenders in accordance with their respective Applicable Percentage of the Acquisition Facility. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Acquisition Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.
(b) The Revolving Credit Borrowings . Subject to the terms and conditions set forth herein, each Revolving Credit Lender severally agrees to make loans (each such loan, a “ Revolving Credit Loan ”) to the Borrowers from time to time, on any Business Day during the Availability Period for the Revolving Credit Facility, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Credit Commitment; provided , however , that after giving effect to any Revolving Credit Borrowing, (i) the Total Revolving Credit Outstandings shall not exceed the lesser of (A) the Borrowing Base, and (B) the Revolving Credit Facility, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Lender, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Credit Lender’s Revolving Credit Commitment. Within the limits of each Revolving Credit Lender’s Revolving Credit Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(b) , prepay under Section 2.05 , and reborrow under this Section 2.01(b) . Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.
 
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2.02 Borrowings, Conversions and Continuations of Loans . (a) Each Acquisition Borrowing, each Revolving Credit Borrowing, each conversion of Acquisition Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon a Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by a Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of such Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c) , each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether a Borrower is requesting an Acquisition Borrowing, a Revolving Credit Borrowing, a conversion of Acquisition Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Acquisition Loans or Revolving Credit Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If such Borrower fails to specify a Type of Loan in a Committed Loan Notice or if such Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Acquisition Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If a Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swing Line Loan may not be converted to a Eurodollar Rate Loan.
(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage under the applicable Facility of the applicable Acquisition Loans or Revolving Credit Loans, and if no timely notice of a conversion or continuation is provided by any Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in Section 2.02(a) . In the case of an Acquisition Borrowing or a Revolving Credit Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01 ), the Administrative Agent shall make all funds so
 
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received available to such Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by such Borrower; provided , however , that if, on the date a Committed Loan Notice with respect to a Revolving Credit Borrowing is given by a Borrower, there are L/C Borrowings outstanding, then the proceeds of such Revolving Credit Borrowing, first , shall be applied to the payment in full of any such L/C Borrowings, and second , shall be made available to such Borrower as provided above.
(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.
(d) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.
(e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than six (6) Interest Periods in effect in respect of the Loans.
2.03 Letters of Credit . (a)  The Letter of Credit Commitment . (i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Section 2.03 , (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of any Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 2.03 (b), and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Credit Lenders severally agree to participate in Letters of Credit issued for the account of any Borrower and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility, (y) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such LeJnder’s Revolving Credit Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by any Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.
 
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(ii) The L/C Issuer shall not issue any Letter of Credit if:
(A) subject to Section 2.03(b)(iii) , the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Lenders have approved such expiry date; or
(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Credit Lenders have approved such expiry date.
(iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:
(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;
(B) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;
(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount of less than $100,000;
(D) such Letter of Credit is to be denominated in a currency other than Dollars;
(E) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder (however, the L/C Issuer may issue such Letters of Credit in accordance with Section 2.03(b)(iv)); or
(F) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with the Borrowers or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender.
 
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(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.
(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(vi) The L/C Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.
(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit . (i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of a Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of such Borrower. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may require. Additionally, the Borrowers shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.
 
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(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from a Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any Credit Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the applicable Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Letter of Credit.
(iii) If any Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its reasonable discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of Credit ”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrowers shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided , however , that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Revolving Credit Lender or any Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.
(iv) If any Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “ Auto-Reinstatement Letter of Credit ”). Unless otherwise directed by the L/C Issuer, the Borrowers shall not be required to make
 
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a specific request to the L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as provided in the following sentence, the Revolving Credit Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit. Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “ Non-Reinstatement Deadline ”), the L/C Issuer shall not permit such reinstatement if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the Required Revolving Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or any Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing the L/C Issuer not to permit such reinstatement.
(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
(c) Drawings and Reimbursements; Funding of Participations . (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrowers and the Administrative Agent thereof. Not later than 11:00 a.m. on the third Business Day following the date of any payment by the L/C Issuer under a Letter of Credit, the Borrowers shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrowers fail to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the amount of any unreimbursed drawing (the “ Unreimbursed Amount ”) and the amount of such Revolving Credit Lender’s Applicable Revolving Credit Percentage thereof. In such event, the Borrowers shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans to be disbursed on the third Business Day following the date of such payment by the L/C Issuer under a Letter of Credit in an amount equal to the related Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Revolving Credit Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.
(ii) Each Revolving Credit Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an amount equal to its Applicable Revolving Credit Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject
 
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to the provisions of Section 2.03(c)(iii) , each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer.
(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrowers shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03 .
(iv) Until each Revolving Credit Lender funds its Revolving Credit Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Revolving Credit Percentage of such amount shall be solely for the account of the L/C Issuer.
(v) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c) , shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, any Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by any Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of any Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.
(vi) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii) , the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the
 
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amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Revolving Credit Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.
(d) Repayment of Participations . (i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Credit Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c) , if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Administrative Agent.
(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Credit Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Revolving Credit Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
(e) Obligations Absolute . The obligation of the Borrowers to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be joint and several, absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:
(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Credit Document;
(ii) the existence of any claim, counterclaim, setoff, defense or other right that any Credit Party or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;
(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;
 
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(iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; or
(v) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Borrower or any of its Subsidiaries.
Each Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with any Borrower’s instructions or other irregularity, such Borrower will immediately notify the L/C Issuer. Each Credit Party shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.
(f) Role of L/C Issuer . Each Lender and each Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Credit Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. Each Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided , however , that this assumption is not intended to, and shall not, preclude any Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e) ; provided , however , that anything in such clauses to the contrary notwithstanding, any Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to any Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by such Borrower which such Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.
 
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(g) Cash Collateral . Upon the request of the Administrative Agent, (i) if the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder. For purposes of this Section 2.03 , Section 2.05 and Section 8.02(c) , “ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Each Borrower hereby grants to the Administrative Agent, for the benefit of the L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. If at any time the Administrative Agent determines that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrowers will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the fullest extent permitted by applicable Laws, to reimburse the L/C Issuer.
(h) Applicability of ISP and UCP . Unless otherwise expressly agreed by the L/C Issuer and the Borrowers when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to any commercial Letter of Credit.
(i) Letter of Credit Fees . The Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage a Letter of Credit fee (the “ Letter of Credit Fee ”) for each Letter of Credit equal to the Applicable Rate for Letter of Credit Fees times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06 . Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If
 
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there is any change in the Applicable Rate for Letter of Credit Fees during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by such Applicable Rates separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.
(j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer . The Borrowers shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06 . In addition, the Borrowers shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.
(k) Conflict with Issuer Documents . In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.
2.04 Swing Line Loans. (a)  The Swing Line . Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04 , to make loans (each such loan, a “ Swing Line Loan ”) to any Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Revolving Credit Percentage of the Outstanding Amount of Revolving Credit Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Credit Commitment; provided , however , that after giving effect to any Swing Line Loan, (i) the Total Revolving Credit Outstandings shall not exceed the Revolving Credit Facility at such time, and (ii) the aggregate Outstanding Amount of the Revolving Credit Loans of any Revolving Credit Lender at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all L/C Obligations at such time, plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Outstanding Amount of all Swing Line Loans at such time shall not exceed such Lender’s Revolving Credit Commitment, and provided further that no Borrower shall use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, any Borrower may borrow under this Section 2.04 , prepay under Section 2.05 , and reborrow under this Section 2.04 . Each Swing Line Loan shall bear interest only at a rate based on the Base Rate. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and
 
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unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Credit Lender’s Applicable Revolving Credit Percentage times the amount of such Swing Line Loan.
(b) Borrowing Procedures . Each Swing Line Borrowing shall be made upon a Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of a Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a) , or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to a Borrower.
(c) Refinancing of Swing Line Loans . (i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Revolving Credit Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02 , without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Credit Facility and the conditions set forth in Section 4.02 . The Swing Line Lender shall furnish the Borrowers with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Applicable Revolving Credit Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii) , each Revolving Credit Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.
(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Revolving Credit Borrowing in accordance with Section 2.04(c)(i) , the request for
 
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Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i) , the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02 . No such funding of risk participations shall relieve or otherwise impair the obligation of any Borrower to repay Swing Line Loans, together with interest as provided herein.
(d) Repayment of Participations . (i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Applicable Revolving Credit Percentage thereof in the same funds as those received by the Swing Line Lender.
(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 11.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Applicable Revolving Credit
 
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Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
(e) Interest for Account of Swing Line Lender . The Swing Line Lender shall be responsible for invoicing the Borrowers for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Credit Lender’s Applicable Revolving Credit Percentage of any Swing Line Loan, interest in respect of such Applicable Revolving Credit Percentage shall be solely for the account of the Swing Line Lender.
(f) Payments Directly to Swing Line Lender . The Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.
2.05 Prepayments . (a) Optional . (i) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Acquisition Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof; or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by any Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 . Each prepayment of the outstanding Acquisition Loans pursuant to this Section 2.05(a) shall be applied to reduce the then remaining Scheduled Repayments pro rata (based upon the then remaining principal amounts of the Scheduled Repayments after giving effect to all prior reductions thereto); provided that, at any time the Borrowers may, at their option, direct that any voluntary prepayment of Acquisition Loans pursuant to this Section 2.05(a) be applied (in which case it shall be applied), first, to reduce the first four immediately succeeding Scheduled Repayments (after giving effect to all prior reductions thereto) as of the date of the respective payments pursuant to this Section 2.05(a) in direct order of maturity and second, to the extent in excess thereof, as otherwise provided above without regard to this proviso;
(ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay
 
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Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
(b) Mandatory . (i) [Intentionally Omitted].
(ii) If any Credit Party or any of its Subsidiaries Disposes of any property (other than any Disposition expressly permitted by Subsections 7.05(a) through (i) and (k) ) which results in the realization by such Person of Net Cash Proceeds, the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by such Person (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided , however , that, with respect to any Net Cash Proceeds realized under a Disposition described in this Section 2.05(b)(ii) , at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of such Disposition), and so long as no Default shall have occurred and be continuing, such Credit Party or such Subsidiary may reinvest all or any portion of such Net Cash Proceeds in operating assets or to fund a Permitted Acquisition so long as within 180 days after the receipt of such Net Cash Proceeds, (A) such purchase shall have been consummated (as certified by the Borrowers in writing to the Administrative Agent) or (B) a definitive agreement to reinvest such Net Cash Proceeds within 180 days of the date of such agreement shall have been entered into; and provided further , however , that any Net Cash Proceeds not (1) so reinvested or (2) reinvested pursuant to such definitive agreement within 180 days of the date of such agreement, shall, in each case, be immediately applied to the prepayment of the Loans as set forth in this Section 2.05(b)(ii) .
(iii) Upon the sale or issuance by the Partnership or any of its Subsidiaries of any of its Equity Interests (other than any sales or issuances of Equity Interests (A) to the Partnership or any of its Subsidiaries, (B) to the extent required by the express terms of the Partnership Agreement, (C) for the purpose of financing all or a portion of any Permitted Acquisition completed within 180 days before or 365 days after receipt of such Net Cash Proceeds, (D) to the General Partner in order for the General Partner to continue to hold two percent (2%) of the issued Partnership Common Units, and (E) to directors, consultants and employees of the General Partner pursuant to the Partnership’s Long Term Incentive Plan), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Partnership or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below).
(iv) Upon any Extraordinary Receipt received by or paid to or for the account of any Credit Party or any of its Subsidiaries, and not otherwise included in clause (ii) or (iii) of this Section 2.05(b) , the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom
 
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immediately upon receipt thereof by such Credit Party or such Subsidiary (such prepayments to be applied as set forth in clauses (v) and (vii) below); provided , however , that (x) so long as no Default shall have occurred and be continuing and the Net Cash Proceeds of any such Extraordinary Receipt do not exceed $500,000, such proceeds shall not be required to be so applied on such date to the extent that a Responsible Officer of such Credit Party has delivered a certificate to the Administrative Agent on or prior to such date stating that such proceeds shall be applied or shall be committed to be applied within 180 days after the receipt of thereof to replace or repair the equipment, fixed assets or real property in respect of which such proceeds were received (which certificate shall set forth the estimates of the proceeds to be so expended), and (y) so long as no Default shall have occurred and be continuing, and to the extent that (a) the Net Cash Proceeds of any such Extraordinary Receipt exceeds $500,000, and (b) a Responsible Officer of such Credit Party has delivered to the Administrative Agent and the Administrative Agent a certificate on or prior to the date the application would otherwise be required pursuant to this Section 2.05(b)(iv) in the form described in clause (x) above, then the entire amount of such proceeds and not just the portion in excess of $500,000 shall be deposited with the Administrative Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Administrative Agent and the Administrative Agent whereby such proceeds shall be disbursed to such Credit Party from time to time as needed to pay or reimburse such Credit Party in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Administrative Agent and the Administrative Agent), provided further , that at any time while an Event of Default has occurred and is continuing, the Required Lenders may, subject to the terms of the Intercreditor Agreement, direct the Administrative Agent (in which case the Administrative Agent shall, and is hereby authorized by the Credit Parties to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the prepayment of the Loans (such prepayments to be applied as set forth in clauses (v) and (vii) below), and provided further , that if all or any portion of the Net Cash Proceeds of any Extraordinary Receipt not required to be applied as a mandatory repayment pursuant to the second preceding proviso (whether pursuant to clause (x) or (y) thereof) are not so used within 180 days after (A) the date received or (B) the date so committed to be used pursuant to a definitive agreement, to the extent so committed within 180 days of the date received, then such remaining portion not used shall be applied on the final date of such 180 day period as a mandatory repayment in accordance with the requirements of this Section 2.05(b)(iv) .
(v) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be applied, first , to the extent the Administrative Agent, in its sole determination, determines that such amounts relate to assets acquired in a Permitted Acquisition or of a Borrower so acquired, such amounts shall be used to repay the amounts outstanding under any Acquisition Loan used to fund such Permitted Acquisition, and, second , (A) to the extent any such Acquisition Loans are paid in full, and (B) as to all other amounts required to be applied pursuant to this Section 2.05(b) , any such amounts shall be applied pro rata among all outstanding Loans, and, in either case, all such repayments applied to outstanding Acquisition Loans shall be applied to the principal repayment installments thereof in inverse order of maturity.
 
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(vi) If for any reason the Total Revolving Credit Outstandings at any time exceed the lesser of (A) the Borrowing Base at such time and (B) the Revolving Credit Facility at such time, the Borrowers shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess.
(vii) Prepayments of the Revolving Credit Facility made pursuant to this Section 2.05(b) , first , shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second , shall be applied ratably to the outstanding Revolving Credit Loans, and, third , shall be used to Cash Collateralize the remaining L/C Obligations; and, in the case of prepayments of the Revolving Credit Facility required pursuant to clause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b) , the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Revolving Credit Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from any Borrower or any other Credit Party) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.
(c) Anything contained in Section 2.05(b) to the contrary notwithstanding, so long as any Indebtedness is outstanding under any Note Purchase Document, if the Intercreditor Agreement governs the initial application of any Net Cash Proceeds, the terms of the Intercreditor Agreement with regard to such application shall apply.
(d) In the absence of a designation by the Borrowers, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 3.05 .
2.06 Termination or Reduction of Commitments . (a) Optional . The Borrowers may, upon notice to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrowers shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit. In addition, during the Availability Period in respect of the Acquisition Facility, the Borrowers may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in whole or in part) the unused portion of the aggregate Acquisition Commitments.
 
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(b) Mandatory.
(i) The aggregate Acquisition Commitments shall be automatically and permanently reduced to zero on the last day of the Availability Period for the Acquisition Facility.
(ii) If after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.06 , the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.
(c) Application of Commitment Reductions; Payment of Fees . (i) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.06 . Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Credit Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.
(ii) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the unused portion of the aggregate Acquisition Commitments under this Section 2.06 . Upon any reduction of the unused portion of the aggregate Acquisition Commitments, the Acquisition Commitment of each Acquisition Lender shall be reduced by such Lender’s ratable portion of such reduction amount. All fees in respect of the Acquisition Facility accrued until the effective date of any termination of the Acquisition Facility shall be paid on the effective date of such termination.
2.07 Repayment of Loans . (a) Acquisition Loans . The Borrowers shall repay to the Acquisition Lenders the aggregate principal amount of all Acquisition Loans in quarterly installments (each a “ Scheduled Repayment ”), based on a ten (10) year principal amortization schedule of equal quarterly payments (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.06 ), with the first such quarterly principal payment to be made on the date twelve (12) months following the date such Acquisition Loan was made, with quarterly principal payments to be made on each three (3) month interval thereafter, provided , however , that (i) if there shall be no corresponding date in any applicable month in which any such principal payment would otherwise be due, such payment shall be due on the last Business Day of such month, (ii) all “Acquisition Loans” outstanding under the Existing Credit Agreement on the Closing Date shall (A) be deemed to be Acquisition Loans hereunder that were made as of the date originally advanced under the Existing Credit Agreement for purposes of the timing of Scheduled Repayments, and (B) be subject to new ten (10) year principal amortization schedules, based on the outstanding amount of such Acquisition Loan as of the Closing Date, starting on the first related Scheduled Repayment falling after the Closing Date, and (iii) the final principal repayment installment of all Acquisition Loans shall be repaid on the Maturity Date for the
 
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Acquisition Facility and in any event shall be in an amount equal to the aggregate principal amount of all Acquisition Loans outstanding on such date.
(b) Revolving Credit Loans . The Borrowers shall repay to the Revolving Credit Lenders on the Maturity Date for the Revolving Credit Facility the aggregate principal amount of all Revolving Credit Loans outstanding on such date. All “Revolving Loans” outstanding under the Existing Credit Agreement on the Closing Date shall be deemed to be Revolving Credit Loans hereunder.
(c) Swing Line Loans . The Borrowers shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Maturity Date for the Revolving Credit Facility.
2.08 Interest. (a) Subject to the provisions of Section 2.08(b) , (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate for Eurodollar Rate Loans; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Base Rate Loans; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for the Base Rate Loans.
(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(ii) If any amount (other than principal of any Loan) payable by the Borrowers under any Credit Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(iii) Upon the request of the Required Lenders, while any Event of Default exists, the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.
(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.
(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.
 
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2.09 Fees . In addition to certain fees described in Sections 2.03(i) and (j) :
(a) Commitment Fee . The Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance with its Applicable Revolving Credit Percentage, a commitment fee equal to the Commitment Fee Rate times the actual daily amount by which the Revolving Credit Facility exceeds the sum of (i) the Outstanding Amount of Revolving Credit Loans and (ii) the Outstanding Amount of L/C Obligations. In addition, the Borrowers shall pay to the Administrative Agent for the account of each Acquisition Lender in accordance with its Applicable Percentage of the Acquisition Facility, a commitment fee equal to the Commitment Fee Rate times the actual daily amount by which the aggregate Acquisition Commitments exceed the Outstanding Amount of Acquisition Loans. The commitment fee shall accrue at all times during the relevant Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and, in the case of the commitment fee with respect to the Revolving Credit Facility, on the last day of the Availability Period for the Revolving Credit Facility or, in the case of the commitment fee with respect to the Acquisition Facility, on the last day of the Availability Period for the Acquisition Facility. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Commitment Fee Rate during any quarter, the actual daily amount shall be computed and multiplied by the Commitment Fee Rate separately for each period during such quarter that such Commitment Fee Rate was in effect.
(b) Other Fees . (i) The Borrowers shall pay to the Arranger and the Administrative Agent for their own respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
(ii) The Borrowers shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate . (a) All computations of interest for Base Rate Loans when the Base Rate is determined by Bank of America’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a) , bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.
 
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(b) If, as a result of any restatement of or other adjustment to the financial statements of the Partnership or for any other reason, the Credit Parties or the Lenders determine that (i) the Consolidated Leverage Ratio as calculated by the Partnership as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Leverage Ratio would have resulted in higher pricing for such period, the Borrowers shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Credit Party under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under Section  2.03(c)(iii) , 2.03(i) or 2.08(b) or under Article VIII . The Borrowers’ obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.
(c) The Borrowers shall have the option, by delivering written notice thereof to the Administrative Agent at the time of the consummation of any Permitted Acquisition, to set, as of the date of such Permitted Acquisition, a new Start Date for purposes of calculating the then Commitment Fee Rate and Applicable Rate, to be calculated based upon the Consolidated Leverage Ratio set forth in the related Compliance Certificate delivered pursuant to 7.03(h)(viii).
2.11 Evidence of Debt . (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to any Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.
(b) In addition to the accounts and records referred to in Section 2.11(a) , each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.
2.12 Payments Generally; Administrative Agent’s Clawback . (a) General . All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all
 
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payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Facility (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrowers shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected on computing interest or fees, as the case may be.
(b) (i) Funding by Lenders; Presumption by Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02 ) and may, in reliance upon such assumption, make available to any Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to any Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to Base Rate Loans. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.
(ii) Payments by Borrower; Presumptions by Administrative Agent . Unless the Administrative Agent shall have received notice from the Borrowers prior to the time at which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Appropriate Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Appropriate
 
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Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.
(c) Failure to Satisfy Conditions Precedent . If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(d) Obligations of Lenders Several . The obligations of the Lenders hereunder to make Acquisition Loans and Revolving Credit Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c) .
(e) Funding Source . Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.
(f) Insufficient Funds . If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, L/C Borrowings, interest and fees then due hereunder, such funds shall be applied (i)  first , toward payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii)  second , toward payment of principal and L/C Borrowings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and L/C Borrowings then due to such parties.
2.13 Sharing of Payments by Lenders . If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any the Facilities due and payable to such Lender hereunder and under the other Credit Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder
 
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and under the other Credit Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Credit Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Credit Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Credit Parties at such time) of payment on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Credit Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:
(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(ii) the provisions of this Section shall not be construed to apply to (A) any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to any Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).
Each Credit Party consents to the foregoing and agrees, to the fullest extent it may effectively do so under applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Credit Party in the amount of such participation.
 
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2.14 Increase in Revolving Credit Facility . (a) Request for Increase . Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Revolving Credit Lenders), the Borrowers may from time to time, request an increase in the Revolving Credit Facility by an amount (for all such requests) not exceeding Ten Million Dollars ($10,000,000); provided that any such request for an increase shall be in a minimum amount of Five Million Dollars ($5,000,000). At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Revolving Credit Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Revolving Credit Lenders).
(b) Lender Elections to Increase . Each Revolving Credit Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Credit Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Revolving Credit Percentage of such requested increase. Any Revolving Credit Lender not responding within such time period shall be deemed to have declined to increase its Revolving Credit Commitment.
(c) Notification by Administrative Agent; Additional Revolving Credit Lenders . The Administrative Agent shall notify the Borrowers and each Revolving Credit Lender of the Revolving Credit Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, and subject to the approval of the Administrative Agent, the L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably withheld), the Borrowers and the Arranger may also invite additional Eligible Assignees to become Revolving Credit Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.
(d) Effective Date and Allocations . If the Revolving Credit Facility is increased in accordance with this Section, the Administrative Agent and the Borrowers shall determine the effective date (the “ Revolving Credit Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrowers and the Revolving Credit Lenders of the final allocation of such increase and the Revolving Credit Increase Effective Date.
(e) Conditions to Effectiveness of Increase . As a condition precedent to such increase, the Borrowers shall deliver to the Administrative Agent a certificate of each Credit Party dated as of the Revolving Credit Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Credit Party (i) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Credit Documents are true and correct in all material respects on and as of the Revolving Credit Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14 , the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 , and (B) no Default exists. The Borrowers shall prepay (which may be with the proceeds of Revolving Credit Loans received on such date) any Revolving Credit
 
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Loans outstanding on the Revolving Credit Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 ) to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from any nonratable increase in the Revolving Credit Commitments under this Section.
(f) Conflicting Provisions . This Section shall supersede any provisions in Section 2.13 or 11.01 to the contrary.
2.15 Increase in Acquisition Facility . (a) Request for Increase . Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Acquisition Lenders), the Borrowers may from time to time, request an increase in the Acquisition Facility by an amount (for all such requests) not exceeding $15,000,000; provided that any such request for an increase shall be in a minimum amount of $5,000,000. At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Acquisition Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Acquisition Lenders).
(b) Lender Elections to Increase . Each Acquisition Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Acquisition Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Acquisition Percentage of such requested increase. Any Acquisition Lender not responding within such time period shall be deemed to have declined to increase its Acquisition Commitment.
(c) Notification by Administrative Agent; Additional Acquisition Lenders . The Administrative Agent shall notify the Borrowers and each Acquisition Lender of the Acquisition Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, and subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld), the Borrowers and the Arranger may also invite additional Eligible Assignees to become Acquisition Lenders pursuant to a joinder agreement in form and substance satisfactory to the Administrative Agent and its counsel.
(d) Effective Date and Allocations . If the Acquisition Facility is increased in accordance with this Section, the Administrative Agent and the Borrowers shall determine the effective date (the “ Acquisition Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrowers and the Acquisition Lenders of the final allocation of such increase and the Acquisition Increase Effective Date.
(e) Conditions to Effectiveness of Increase . As a condition precedent to such increase, the Borrowers shall deliver to the Administrative Agent a certificate of each Credit Party dated as of the Acquisition Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Credit Party (i) certifying and attaching the resolutions adopted by such Credit Party approving or consenting to such increase, and (ii) certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Credit Documents are true and correct in all material respects on and as of the Acquisition Increase Effective Date, except to the extent that such representations and
 
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warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.15 , the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 , and (B) no Default exists. The Borrowers shall prepay any Acquisition Loans (which may be with the proceeds of Acquisition Loans received on such date) outstanding on the Acquisition Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05 ) to the extent necessary to keep the outstanding Acquisition Loans ratable with any revised Applicable Acquisition Percentages arising from any nonratable increase in the Acquisition Commitments under this Section.
(f) Conflicting Provisions . This Section shall supersede any provisions in Section 2.13 or 11.01 to the contrary.
2.16 Borrower Funds Administrator .
(a) Borrowers maintain an integrated cash management system reflecting their interdependence on one another and the mutual benefits shared among them as a result of their respective operations. In order to efficiently fund and operate their respective businesses and minimize the number of borrowings which they will make under this Agreement and thereby reduce the administrative costs and record keeping required in connection therewith, including the necessity to enter into and maintain separately identified and monitored borrowing facilities, Borrowers have requested, and Administrative Agent and Lenders have agreed that, subject to Section 10.10, all Loans will be advanced to and for the account of Borrowers (other than the Controlled Non-Profits) on a joint and several basis in accordance with the other provisions hereof. Each Borrower hereby acknowledges that it will be receiving a direct benefit from each Loan made pursuant to this Agreement.
(b) Each Borrower hereby designates, appoints, authorizes and empowers the Operating Company as its agent to act as specified in this Agreement and each of the other Credit Documents and the Operating Company hereby acknowledges such designation, authorization and empowerment, and accepts such appointment. Each Borrower hereby irrevocably authorizes and directs the Operating Company to take such action on its behalf under the provisions of this Agreement and the other Credit Documents, and any other instruments, documents and agreements referred to herein or therein, and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of the Operating Company by the respective terms and provisions hereof and thereof, and such other powers as are reasonably incidental thereto, including, without limitation, to take the following actions for and on such Borrower’s behalf:
(i) to submit on behalf of each Borrower, Requests for Credit Extensions in accordance with the provisions of this Agreement;
(ii) to receive on behalf of each Borrower the proceeds of Loans in accordance with the provisions of this Agreement, such proceeds to be disbursed to or for the account of the applicable Borrower as soon as practicable after its receipt thereof; and
 
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(iii) to submit and receive on behalf of each Borrower, Compliance Certificates and all other certificates, notices and other communications given or required to be given hereunder.
The Operating Company is further authorized and directed by each Borrower to take all such actions on behalf of such Borrower necessary to exercise the specific power granted in clauses (i) through (iii) above and to perform such other duties hereunder and under the other Credit Documents, and deliver such documents as delegated to or required of the Operating Company by the terms hereof or thereof. The agency relationship established pursuant to this Section 2.16(b) is for administrative convenience only and such agency relationship shall not extend to any matter outside the scope of the Credit Documents.
(c) The administration by Administrative Agent and Lenders of the credit facilities under this Agreement as a co-borrowing facility with a funds administrator in the manner set forth herein is solely as an accommodation to Borrowers and at their request and neither the Administrative Agent, the Administrative Agent, the L/C Issuer nor any Lender shall incur any liability to any Credit Party as a result thereof.
ARTICLE III
TAXES, YIELD PROTECTION AND ILLEGALITY
3.01 Taxes . (a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Credit Party hereunder or under any other Credit Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if such Credit Party shall be required by applicable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, any Lender or the L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Credit Party shall make such deductions and (iii) such Credit Party shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Law.
(b) Payment of Other Taxes by the Credit Parties . Without limiting the provisions of subsection (a) above, the Credit Parties shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Law.
(c) Indemnification by the Credit Parties . The Credit Parties shall, jointly and severally, indemnify the Administrative Agent, each Lender and the L/C Issuer, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error.
 
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(d) Evidence of Payments . As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Credit Party to a Governmental Authority, such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.
(e) Status of Lenders . Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which any Credit Party is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Credit Document shall deliver to such Credit Party (with a copy to the Administrative Agent), at the time or times prescribed by applicable Law or reasonably requested by such Credit Party or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if requested by a Credit Party or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by a Credit Party or the Administrative Agent as will enable such Credit Party or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.
Without limiting the generality of the foregoing, if any Credit Party is resident for tax purposes in the United States, any Foreign Lender shall deliver to such Credit Party and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of such Credit Party or the Administrative Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable:
(i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,
(ii) duly completed copies of Internal Revenue Service Form W-8ECI,
(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (A) a certificate to the effect that such Foreign Lender is not (1) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of any Credit Party within the meaning of section 881(c)(3)(B) of the Code, or (3) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (B) duly completed copies of Internal Revenue Service Form W-8BEN, or
(iv) any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by
applicable Law to permit the Borrowers to determine the withholding or deduction required to be made.
 
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(f) Treatment of Certain Refunds . If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by any Credit Party or with respect to which such Credit Party has paid additional amounts pursuant to this Section, it shall pay to such Credit Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Credit Party under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that such Credit Party, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to such Credit Party ( plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer if the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Credit Party or any other Person.
3.02 Illegality . If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrowers through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrowers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted.
3.03 Inability to Determine Rates . If the Required Lenders determine that for any reason in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, the
 
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obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.
3.04 Increased Costs; Reserves on Eurodollar Rate Loans . (a) Increased Costs Generally . If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e) ) or the L/C Issuer;
(ii) subject any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein;
and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
(b) Capital Requirements . If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.
 
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(c) Certificates for Reimbursement . A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrowers shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.
(d) Delay in Requests . Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).
(e) Reserves on Eurodollar Rate Loans . The Borrowers shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive, absent manifest error), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrowers shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice.
3.05 Compensation for Losses . Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:
(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(b) any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by any Borrower; or
 
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(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by any Borrower pursuant to Section 11.13 ;
including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.
For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05 , each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.
3.06 Mitigation Obligations; Replacement of Lenders . (a) Designation of a Different Lending Office . If any Lender requests compensation under Section 3.04 , or the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , or if any Lender gives a notice pursuant to Section 3.02 , then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04 , as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02 , as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(b) Replacement of Lenders . If any Lender provides notice under Section 3.02 or requests compensation under Section 3.04 , or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , the Borrowers may replace such Lender in accordance with Section 11.13 .
3.07 Survival . All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.
ARTICLE IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
4.01 Conditions of Initial Credit Extension . The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be either originals or telecopies or electronic copies, followed in either case promptly by originals, unless otherwise specified, each properly executed by a Responsible Officer of the
 
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signing Credit Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) executed counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Operating Company;
(ii) a Note executed by the Borrowers in favor of each Lender requesting a Note;
(iii) the Confirmation Agreement, duly executed by each Credit Party, together with:
(A) certificates representing any Pledged Equity referred to therein accompanied by undated stock powers executed in blank registered in the name of such nominee or nominees as the Administrative Agent shall specify and instruments evidencing the Pledged Debt indorsed in blank, to the extent not previously delivered to the Administrative Agent pursuant to the Existing Credit Agreement,
(B) stamped receipt copies of proper financing statements, duly filed on or before the day of the initial Credit Extension under the Uniform Commercial Code of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, to the extent not previously received by the Administrative Agent pursuant to the Existing Credit Agreement,
(C) completed UCC lien search requests, dated through a date not earlier than forty-five (45) days prior to the date of the initial Credit Extension, for such Credit Parties as may be agreed to between the Borrowers and the Administrative Agent, in its reasonable discretion,
(D) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created thereby, and
(E) evidence that all other action that any Lender may deem necessary or desirable in order to perfect the Liens created under the Security Documents has been taken;
 
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(iv) modifications to the existing Mortgages, in substantially the form of Exhibit G (with such changes as may be satisfactory to the Administrative Agent and its counsel to account for local law matters) and covering the properties identified as mortgaged on Schedules 5.08(c), (d)(i) and (d)(ii) (the “ Modifications ”), duly executed by the appropriate Credit Party, together with:
(A) evidence that counterparts of the Modifications have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create, together with the Mortgages, a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid,
(B) modifications to the Mortgage Policies, with endorsements and in amounts acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers acceptable to the Administrative Agent, insuring the Mortgages, as modified by the Modifications, to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Credit Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Credit Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property), affidavits of no change with respect to surveys and such other documents as the Administrative Agent or title insurer may deem necessary or desirable, and
(C) evidence that all other action that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken, subject only to Permitted Encumbrances;
(v) the Intercreditor Agreement, duly executed by each party thereto;
(vi) copies of the duly executed Note Purchase Agreement and Note Purchase Documents delivered on the Closing Date;
(vii) an officer’s certificate (A) either (1) attaching a certified copy of each Credit Party’s Organizational Documents or (2) certifying that no changes have been made to the copies delivered under the Existing Credit Agreement, (B) attaching resolutions authorizing the Transaction, each, in form and substance satisfactory to the Administrative Agent, and (C) attaching incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Credit Documents to which such Credit Party is a party or is to be a party;
(viii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, and that each Credit Party is validly existing, in good standing and qualified to engage in business in (A) its jurisdiction of incorporation or organization and (B) each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
 
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(ix) a favorable opinion of Blank Rome, counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Credit Parties and the Credit Documents as the Required Lenders may reasonably request;
(x) a favorable opinion of each local counsel to the Credit Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Credit Parties and the Credit Documents as the Required Lenders may reasonably request;
(xi) the Audited Financial Statements, in form and substance reasonably satisfactory to the Administrative Agent;
(xii) a certificate signed by a Responsible Officer of the Borrowers certifying (A) that the conditions specified in Sections 4.02(a) and (b)  have been satisfied, (B) that there has been no event or circumstance since December 31, 2006, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (C) all materials and information provided to the Lenders by the Credit Parties in connection with the Transaction was, at the time provided, and continues to be complete and correct in all material respects as of the Closing Date; and (D) either (1) attaching copies of all consents, licenses and approvals required in connection with the consummation by such Credit Party of the Transaction and the execution, delivery and performance by such Credit Party and the validity against such Credit Party of the Credit Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (2) stating that no such consents, licenses or approvals are so required;
(xiii) evidence that all insurance required to be maintained pursuant to the Credit Documents has been obtained and is in effect, together with the certificates of insurance, naming the Administrative Agent, on behalf of the Lenders, as a mortgagee, additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Credit Parties that constitutes Collateral; and
(xiv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or any Lender reasonably may require.
(b)(i) All fees required to be paid to the Administrative Agent and the Arranger on or before the Closing Date shall have been paid and (ii) all fees required to be paid to the Lenders on or before the Closing Date shall have been paid (which may be paid with the proceeds of Revolving Credit Loans received on such date).
 
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(c) Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings ( provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent).
Without limiting the generality of the provisions of the last paragraph of Section 9.03 , for purposes of determining compliance with the conditions specified in this Section 4.01 , each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
4.02 Conditions to all Credit Extensions . The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:
(a) The representations and warranties of each Credit Party contained in Article V or any other Credit Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02 , the representations and warranties contained in Sections 5.05(a) and (b)  shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) , respectively.
(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.
(c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.
(d) the Borrowing Base exceeds the Outstanding Amount of the Revolving Credit Loans, Swing Line Loans and L/C Obligations at such time, after giving effect to such Credit Extension.
Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by any Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b)  have been satisfied on and as of the date of the applicable Credit Extension.
 
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ARTICLE V
REPRESENTATIONS AND WARRANTIES
Each Credit Party represents and warrants to the Administrative Agent and the Lenders that:
5.01 Existence, Qualification and Power . Each Credit Party and each of its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Credit Documents to which it is a party and consummate the Transaction, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
5.02 Authorization; No Contravention . Neither the execution, delivery or performance by any Credit Party of the Credit Documents or Note Purchase Documents to which it is a party, nor compliance by any Credit Party with the terms and provisions thereof, nor the consummation of the transactions contemplated herein or therein:
(a) on the Closing Date, (i) will contravene, conflict with or result in a breach or default under any applicable Law, statute, rule or regulation, or any order, writ, injunction, judgment, ruling or decree of any court, arbitrator or governmental instrumentality, (ii) will contravene, constitute a default under, conflict or be inconsistent with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or (other than pursuant to the Security Documents) result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, credit agreement or any other agreement or instrument to which any Credit Party is a party or by which it or any of its property or assets are bound or to which it may be subject, or (iii) will contravene or violate any provision of the certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate of limited liability company, limited liability company agreement or equivalent organizational document, as the case may be, any Credit Party; or
(b) after the Closing Date, (i) will contravene, conflict with or result in a breach or default under any material provision of any material applicable Law, statute, rule or regulation, or any order, writ, injunction, judgment, ruling or decree of any court, arbitrator or governmental instrumentality, (ii) will contravene, constitute a default under, conflict or be inconsistent with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or (other than pursuant to the Security Documents) result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party pursuant to the terms of any material indenture, mortgage, deed of trust, loan agreement, credit agreement or any other material agreement or instrument to which any Credit Party is a party or by which it or any of its property or assets are bound or to
 
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which it may be subject, or (iii) will contravene or violate any provision of the certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate of limited liability company, limited liability company agreement or equivalent organizational document, as the case may be, any Credit Party.
(c) at any time, contravene, conflict with or result in a breach or default under any registration, license, permit or certificate to conduct any cemetery or funeral home business issued by any Governmental Authority.
5.03 Governmental Authorization; Other Consents . No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Credit Party of this Agreement or any other Credit Document, or for the consummation of the Transaction, (b) the grant by any Credit Party of the Liens granted by it pursuant to the Security Documents, (c) the perfection or maintenance of the Liens created under the Security Documents, or (d) the priority of such Liens required under the Credit Documents.
5.04 Binding Effect . This Agreement has been, and each other Credit Document, when delivered hereunder, will have been, duly executed and delivered by each Credit Party that is party thereto. This Agreement constitutes, and each other Credit Document when so delivered will constitute, a legal, valid and binding obligation of such Credit Party, enforceable against each Credit Party that is party thereto in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought in equity or at law).
5.05 Financial Statements; No Material Adverse Effect . (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Partnership and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the Partnership and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of the Partnership and its Subsidiaries dated March 31, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Partnership and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
 
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(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated budgets of the Partnership and its Subsidiaries for 2007 delivered pursuant to the Existing Credit Agreement were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Partnership’s best estimate of its and its Subsidiaries future financial condition and performance, it being recognized by the Lenders that such forecasts are not to be viewed as facts and that actual results during the period or periods covered by any such forecasts may differ from the projected results contained therein and such differences may be material.
5.06 Litigation . There are no actions, suits, proceedings or investigations pending or, to any Credit Party’s knowledge, threatened against or affecting, nor has any Credit Party received any notices of a claim, (a) with respect to any Credit Document or Note Purchase Document, or any portion of the Transaction, or (b) against any Credit Party (i) as of the Closing Date, as to which the amount in controversy is in excess of the Threshold Amount or (ii) that if adversely determined could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Additionally, there does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon the occurrence of any Credit Extension.
5.07 No Default . Neither any Credit Party nor any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Credit Document.
5.08 Ownership of Property; Liens; Investments . (a) Each Credit Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) The property of each Credit Party and each of its Subsidiaries is subject to no Liens other than Permitted Liens.
(c) Schedule 5.08(c) sets forth a complete and accurate list of all real property owned by each Credit Party and each of its Subsidiaries as of the Closing Date, showing as of the date hereof the street address, county or other relevant jurisdiction, state and record owner thereof. Each Credit Party and each of its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Credit Party or such Subsidiary, free and clear of all Liens, other than Permitted Liens.
 
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(d) (i) Schedule 5.08(d)(i) sets forth a complete and accurate list of all leases of real property under which any Credit Party or any Subsidiary of a Credit Party is the lessee as of the Closing Date (other than intercompany leases among the Credit Parties), showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought in equity or at law).
(ii) Schedule 5.08(d)(ii) sets forth a complete and accurate list of all leases of real property under which any Credit Party or any Subsidiary of a Credit Party is the lessor as of the Closing Date (other than intercompany leases among the Credit Parties), showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date thereof. Each such lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought in equity or at law).
(e) Except as set forth on Schedule 5.08(e) , no Credit Party or Subsidiary thereof maintains any Investments other than Investments permitted under Section 7.03 hereof.
5.09 Environmental Compliance . (a) The Credit Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.09 : (A) none of the properties currently or formerly owned or operated by any Credit Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries.
(c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.09 : (A) neither any Credit Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or
 
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assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its Subsidiaries.
5.10 Insurance . The properties of each Borrower and their Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks as (a) are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Borrower or the applicable Subsidiary operates and (b) are necessary to ensure that Uninsured Liabilities of any Borrower and/or any Subsidiary are not reasonably likely to result in a Material Adverse Effect.
5.11 Taxes . The Credit Parties and their Subsidiaries have filed all Federal and other material tax returns and reports required to be filed, and have paid all Federal and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except for (a) the filing of tax returns (other than Federal tax returns), the failure of which to file could not reasonably be expected to be material in relation to the business, properties, assets, operations, liabilities, prospects or financial condition of the Credit Parties taken as a whole, and (b) the payment of taxes and assessments (i) the amount of which is not individually, or in the aggregate, material in relation to the business, properties, assets, operations, liabilities, prospects or financial condition of the Credit Parties taken as a whole or (ii) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Credit Party, threatened by any authority regarding any taxes relating to any Credit Party. No Credit Party knows of any basis for any other taxes or assessments that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. No Credit Party has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of any Credit Party, or is aware of any circumstances that would cause the taxable years or other taxable periods of any Credit Party not to be subject to the normally applicable statute of limitations. The income of the Partnership, of the Operating Company and of the Subsidiaries of the Operating Company that are intended by the Partnership to be treated as disregarded entities pursuant to Treas. Reg. Section 301.7701-3, is not subject to federal income tax at the company level. Neither any Credit Party nor any Subsidiary thereof is party to any Tax Allocation Agreement.
5.12 ERISA Compliance . (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter, or a favorable opinion letter in the case of a prototype Plan, from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Borrowers, nothing has occurred which would prevent, or cause the
 
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loss of, such qualification. Each Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.
(b) There are no pending or, to the best knowledge of the Borrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.
(c)(i) No ERISA Event has occurred or could reasonably be expected to occur, which would result in liabilities, individually or in the aggregate, in excess of Threshold Amount; (ii) no Pension Plan has any Unfunded Pension Liability in excess of the Threshold Amount; (iii) neither any Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability in excess of the Threshold Amount under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither any Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability in excess of the Threshold Amount (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither any Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.
(d) Except as provided on Schedule 5.12(d), none of the Plans are Multiemployer Plans. Schedule 5.12(d) sets forth, as of the Closing Date, the total number of employees of any Borrower or ERISA Affiliate who are participants in each such Multiemployer Plan listed on Schedule 5.12(d) and the total number of participants in each such Multiemployer Plan.
5.13 Subsidiaries; Equity Interests; Credit Parties .
(a) No Credit Party has any Subsidiaries other than those (i) specifically disclosed in Schedule 5.13 or (ii) formed or acquired after the Closing Date in accordance with Section 7.03 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and, to the extent applicable, non-assessable and are owned by a Credit Party in the amounts specified on Schedule 5.13 (or any update thereto) free and clear of all Liens except those created under the Security Documents. Schedule 5.13 is a complete and accurate list of all Credit Parties as of the Closing Date, showing (as to each such Credit Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number.
(b) No Credit Party has any equity investments in any other corporation or entity (other than a Subsidiary) other than those (i) specifically disclosed in Schedule 5.08(e) or (ii) formed or acquired after the Closing Date in accordance with Section 7.03 .
 
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(c) All of the outstanding Equity Interests in the Borrowers have been validly issued, are fully paid and, to the extent applicable, non-assessable and are owned by the Credit Parties and in the amounts specified on Schedule 5.13 free and clear of all Liens except those created under the Security Documents.
(d) The copy of the Organizational Documents of each Credit Party, and each amendment thereto, provided pursuant to the Existing Credit Agreement and this Agreement, is a true and correct copy of each such document, each of which is valid and in full force and effect.
5.14 Margin Regulations; Investment Company Act . (a) No Credit Party is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.
(b) None of the Borrowers, any Person Controlling any Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
5.15 Disclosure .
(a) The Credit Parties have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which any Credit Party is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.
(b) As of the Closing Date, no Material Contracts (other than the Note Purchase Documents), Shareholders’ Agreements or Tax Allocation Agreements exist, and no Management Agreements exist other than Cemetery Management Agreements.
(c) The reports, financial statements, certificates and other factual information, taken as a whole, furnished (whether in writing or orally) by or on behalf of any Credit Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Credit Document (in each case as modified or supplemented by other information so furnished) do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Credit Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being recognized by the Lenders that such projections are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results contained therein and such differences may be material.
5.16 Compliance with Laws . Each Credit Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
 
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5.17 Intellectual Property; Licenses, Etc. Each Credit Party and each of its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “ IP Rights ”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and Schedule 5.17 sets forth a complete and accurate list of (a) all such IP Rights owned by any Credit Party and registered with any Governmental Authority (other than trade names), and (b) all material trade names of the Credit Parties (whether or not registered), each as of the Closing Date. To the best knowledge of the Credit Parties, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Credit Party or any of its Subsidiaries infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrowers, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
5.18 Solvency . Each of the Partnership and the Operating Company is, individually and together with its Subsidiaries on a consolidated basis, in each case taking into account any rights of subrogation and contribution among the Credit Parties, Solvent.
5.19 Casualty, Etc . Neither the businesses nor the properties of any Credit Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
5.20 Labor Matters . No Credit Party is engaged in any unfair labor practice that has had or could reasonably be expected to have, a Material Adverse Effect. There is no (a) unfair labor practice complaint pending against any Credit Party or, to the knowledge of any Credit Party, threatened against any of them, before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against any Credit Party or, to the knowledge of any Credit Party, threatened against any of them, (b) strike, labor dispute, slowdown or stoppage pending against any Credit Party or, to the knowledge of any Credit Party, threatened against any Credit Party and (c) union representation question existing with respect to the employees of any Credit Party and no union organizing activities are taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as has not had and could not reasonably be expected to have, a Material Adverse Effect.
5.21 Security Documents . The provisions of the Security Documents are effective to create in favor of the Administrative Agent a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Credit Parties in the Collateral described therein. Except for filings completed on or prior to the Closing Date and as contemplated hereby and by the Security Documents, no filing or other action will be necessary to perfect or protect such Liens.
 
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5.22 Capitalization . On the Closing Date and after giving effect to the Transaction and the other transactions contemplated hereby, the outstanding Equity Interests in the Partnership shall consist of (i) the general partner interest in the Partnership, (ii) “incentive distribution rights” (as defined in the Partnership Agreement) issued to the General Partner in connection with the transfer of all of its membership interests in the Operating Company to the Partnership, (iii) 4,795,750 Partnership Common Units, (iv) 4,239,782 Partnership Subordinated Units, and (v) rights of directors, consultants and employees of the General Partner to acquire Partnership Common Units or their equivalent pursuant to the Partnership’s Long Term Incentive Plan. On the Closing Date, and after giving effect to the Transaction and the other transactions contemplated hereby, all outstanding Equity Interests in the Partnership have been duly and validly issued and are fully paid and free of any preemptive rights. As of the Closing Date, the Partnership does not have outstanding any securities convertible into or exchangeable for its units or outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims for the issuance of the Partnership Common Units.
5.23 Tax Shelter Regulations . The Borrowers do not intend to treat any Loan or Letter of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). In the event any Borrower determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof. If any Borrower so notifies the Administrative Agent, such Borrower acknowledges that one or more of the Lenders may treat its Loans, its interest in Swing Line Loans and/or Letters of Credit as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and such Lender or Lenders, as applicable, will maintain the lists and other records required by such Treasury Regulation.
5.24 Common Enterprise . Each Borrower is engaged solely in a Permitted Business as of the Closing Date. These operations require financing on a basis such that the credit supplied can be made available from time to time to the Borrowers, as required for the continued successful operation of the Borrowers as a whole. The Borrowers have requested the Lender to make credit available hereunder for the purposes set forth in Section 6.11 . The Credit Parties expect to derive benefit, directly or indirectly, from a portion of the credit extended by the Lenders hereunder, both in its separate capacity and as a member of the group of companies, since the successful operation and condition of the Credit Parties is dependent on the continued successful performance of the functions of the group as a whole. The Credit Parties acknowledge that, but for the agreement by each of the Credit Parties to execute and deliver this Agreement, the Administrative Agent and the Lenders would not have made available the credit facilities established on the terms set forth herein.
5.25 Compliance with Cemetery Laws . Each of the Credit Parties has complied in all material respects with, and on the date of each Credit Extension is in material compliance with, all applicable Laws governing the operation of its cemeteries and funeral homes, the providing of cemetery and funeral services, and the sale of Cemetery Property and other cemetery and funeral merchandise, including, without limitation: (a) obtaining and maintaining
 
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valid registrations, licenses, permits, and certificates to conduct each cemetery and funeral home business from each applicable Governmental Authority; (b) employing qualified representatives, employees, and sales agents who are registered with the appropriate governmental authorities; (c) submitting all required notices, records, statements, affidavits, financial reports and other documents, each in form and substance satisfactory to the appropriate Governmental Authorities; (d) making all required disclosures in accordance with applicable Laws; (e) using contracts, agreements, and other documents in form, wording and substance that comply with applicable Laws; (f) establishing, funding and administering trust or escrow accounts, including, but not limited to, Trust Accounts, in accordance with applicable Laws; (g) appointing qualified trustees and escrow agents to manage and administer trust funds established under applicable Laws; (h) maintaining and caring for cemeteries with the standard of care required by applicable Laws; (i) constructing columbaria and mausoleums in accordance with applicable Laws; (j) canceling contracts for cemetery and funeral services and merchandise, including making refunds to consumers, in accordance with applicable Laws; (k) owning no more than the maximum amount of land permitted for cemetery and burial use under applicable Laws; and (l) establishing cemeteries in areas permitted by applicable Laws. Furthermore, there are no material pending or, to the knowledge of any Credit Party, threatened claims or suspensions against any Credit Party, by any Person, entity or Governmental Authority which relate to the operation of any cemetery or funeral home, the providing of any cemetery or funeral services or the sale of any Cemetery Property or other cemetery or funeral merchandise.
5.26 Foreign Assets Control Regulations, etc.
The amendment and restatement of the Existing Credit Agreement, the issuance of the Notes and use of Loan proceeds will not violate (a) the Trading with the Enemy Act, as amended, or (b) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. Without limiting the foregoing, no Credit Party (a) is or will become a person whose property or interests in property are blocked pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (b) knowingly engages or will engage in any dealings or transactions, or be otherwise associated, with any such person. The Credit Parties are in compliance with the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism Act (USA Patriot Act of 2001).
ARTICLE VI
AFFIRMATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than indemnification obligations which are solely contingent, if any) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, each Credit Party shall, and shall (except in the case of the covenants set forth in Sections 6.01 , 6.02 , 6.03 and 6.11 ) cause each Subsidiary to:
6.01 Financial Statements . Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent:
(a) as soon as available, but in any event within 95 days after the end of each fiscal year of the Partnership, a consolidated balance sheet of the Partnership and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Deloitte & Touche LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;
 
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(b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Partnership, a consolidated balance sheet of the Partnership and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Partnership’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the Partnership as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Partnership and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;
(c) as soon as available, but in any event within 35 days after the end of each month (or 45 days after the end of each month ending a fiscal quarter) of each fiscal year of the Partnership, a consolidated balance sheet of the Partnership and its Subsidiaries as of the end of such month, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such month and for the portion of the Partnership fiscal year then ended setting forth in each case in comparative form for the corresponding month of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and duly certified by the chief executive officer, chief financial officer, treasurer or controller of the Partnership; and
(d) as soon as available, but in any event not later than 60 days after the end of each fiscal year of the Partnership, an annual business plan and budget of the Partnership and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Partnership, in form reasonably satisfactory to the Administrative Agent, of consolidated balance sheets and statements of income or operations and cash flows of the Partnership and its Subsidiaries on a quarterly basis for the immediately following fiscal year.
As to any information contained in materials furnished pursuant to Section 6.02(d) , the Borrowers shall not be separately required to furnish such information under Section 6.01(a) or (b)  above, but the foregoing shall not be in derogation of the obligation of the Borrowers to furnish the information and materials described in Sections 6.01(a) and (b)  above at the times specified therein.
 
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6.02 Certificates; Other Information . Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent:
(a) concurrently with the delivery of the financial statements referred to in Section 6.01(a) , a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default under the financial covenants set forth herein or, if any such Default shall exist, stating the nature and status of such event;
(b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) , a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Partnership;
(c) promptly after any request by the Administrative Agent or any Lender (through the Administrative Agent), copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Credit Party by independent accountants in connection with the accounts or books of any Credit Party or any of its Subsidiaries, or any audit of any of them;
(d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the holders of the Partnership Common Units, and copies of all annual, regular, periodic and special reports and registration statements which the Partnership may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(e) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Credit Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02 ;
(f) promptly after any request by the Administrative Agent or any Lender (through the Administrative Agent), a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Credit Party and its Subsidiaries and containing such additional information as the requesting Person may reasonably specify;
(g) promptly, and in any event within five Business Days after receipt thereof by any Credit Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Credit Party or any Subsidiary thereof;
(h) not later than five Business Days after receipt thereof by any Credit Party or any Subsidiary thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any Note Purchase Document and, from time to time upon request by the Administrative Agent, such information and reports regarding the Note Purchase Documents and other Material Contracts as the Administrative Agent may reasonably request;
 
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(i) promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Credit Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to (i) have a Material Adverse Effect, (ii) result in cleanup, removal or remedial costs in excess of the Threshold Amount or (iii) cause any property described in the Mortgages to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law;
(j) promptly after any request by the Administrative Agent or any Lender (through the Administrative Agent), (i) a report supplementing any of the real property related Schedules described in Section 5.08 , including an identification of all owned and leased real property disposed of by the Partnership or any Subsidiary thereof since such Schedules were previously delivered, a list and description (including the street address, county or other relevant jurisdiction, state and record owner thereof and, in the case of leases of property, lessor, lessee and expiration date thereof) of all real property acquired or leased since such Schedules were previously delivered and a description of such other changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete; (ii) a report supplementing Schedule 5.17 , setting forth (A) a list of registration numbers for all patents, trademarks, service marks, trade names and copyrights awarded to any Credit Party or any Subsidiary thereof since such Schedule was previously delivered and (B) a list of all patent applications, trademark applications, service mark applications, trade name applications and copyright applications submitted by any Credit Party or any Subsidiary thereof since such Schedule was previously delivered and the status of each such application; and (iii) a report supplementing any other Schedules described in Section 5.08 and Section 5.13 containing a description of all changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete if made as of the date of such request, each such report to be signed by a Responsible Officer of the Borrowers and to be in a form reasonably satisfactory to the Administrative Agent;
(k) as soon as available, but in any event within 30 days after the end of each month, a Borrowing Base Certificate, as at the end of such month, duly certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower;
(l) as soon as available, but in any event within 30 days after the end of each month, a summary describing all investments of Trust Funds as at the end of such month, duly certified by the Partnership’s investment advisors; and
(m) promptly after any request by the Administrative Agent or any Lender (through the Administrative Agent), such additional information regarding the business, financial, legal or corporate affairs of any Credit Party or any Subsidiary thereof, or compliance with the terms of the Credit Documents, as such requesting Person may from time to time reasonably request.
 
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Documents required to be delivered pursuant to Section 6.01(a) or (b)  or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Partnership posts such documents, or provides a link thereto on the Partnership’s website on the Internet at the website address listed on Schedule 11.02 ; or (ii) on which such documents are posted on the Partnership’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrowers shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests in writing that the Borrowers deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrowers shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions ( i.e. , soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrowers shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(b) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders (each, a “ Public Lender ”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to any Credit Party or their securities for purposes of United States Federal and state securities laws ( provided , however , that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07 ); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.”
6.03 Notices . Promptly notify the Administrative Agent and each Lender:
(a) of the occurrence of any Default;
 
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(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, to the extent applicable, (i) breach or non-performance of, or any default under, a Contractual Obligation of any Credit Party or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between any Credit Party or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Credit Party or any Subsidiary, including pursuant to any applicable Environmental Laws;
(c) of the occurrence of any ERISA Event;
(d) any change or intended change in the individual holding any Senior Manager position;
(e) of any material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary thereof, including any determination by the Credit Parties referred to in Section 2.10(b) ;
(f) of the (i) occurrence of any Disposition of property or assets for which any Credit Party is required to make a mandatory prepayment pursuant to Section 2.05(b)(ii) , (ii) occurrence of any sale of capital stock or other Equity Interests for which any Credit Party is required to make a mandatory prepayment pursuant to Section 2.05(b)(iii) , and (iii) receipt of any Extraordinary Receipt for which any Credit Party is required to make a mandatory prepayment pursuant to Section 2.0(b)(iv) ;
(g) of the occurrence of any action, suit, proceeding or investigation pending or, to any Credit Party’s knowledge, threatened against or affecting, any Credit Party in which the amount in controversy is in excess of the Threshold Amount;
(h) of any Borrower or ERISA Affiliate becoming obligated to contribute to any Multiemployer Plan that is not set forth on Schedule 5.12(d);
(i) of any Borrower or any ERISA Affiliate failing to make an installment payment with respect its withdrawal liability under any Multiemployer Plan, on the date such payment is due, provided that the failure to make such installment payment prior to the expiration of the sixty-day (60) time period described in Section 4219(c)(5)(A) of ERISA could reasonably be expected to result in the acceleration of withdrawal liability pursuant to Section 4219(c)(5) of ERISA, individually or in the aggregate, in excess of the Threshold Amount;
(j) of any Borrower or any ERISA Affiliate failing to make a required employer contribution under any Multiemployer Plan, on the date such payment is due, provided that such required employer contribution exceeds the Threshold Amount; and
(k) of any IP Rights that are reasonably necessary for the operation of any Credit Party’s respective businesses or material trade names of the Credit Parties, to the extent not otherwise set forth on Schedule 5.17.
 
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Each notice pursuant to Section 6.03 (other than Section 6.03(e) , (f)  or (k) ) shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and stating what action(s) the Borrowers have taken and propose to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Credit Document that have been breached. Each notice pursuant to Section 6.03(h) shall be made within fifteen (15) Business Days prior to incurring such contribution obligation. Each notice pursuant to Section 6.03(i) or 6.03(j) shall be made within ten (10) Business Days following the date such installment payment or contribution was otherwise due. Each notice pursuant to Section 6.03(k) shall be made within thirty (30) days following the date such IP Right or trade name is created or acquired (or, if later, becomes necessary or material).
6.04 Payment of Obligations . Pay and discharge as the same shall become due and payable: (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, except as expressly permitted under Section 5.11 ; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property not otherwise permitted under Section 7.01 ; and (c) except in such instances in which the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect, all Indebtedness and other Contractual Obligations, as and when due and payable but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.
6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization, except as permitted by Section 10.4 or Section 10.5 ; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.
6.06 Maintenance of Properties . (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.
6.07 Maintenance of Insurance .
(a) Maintain with financially sound and reputable insurance companies not Affiliates of any Credit Party, insurance with respect to its properties and business against loss or damage (i) of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, and (ii) in such amounts, with such deductibles and covering such risks as are necessary to ensure that Uninsured Liabilities of any Credit Party and/or any Subsidiary are not reasonably likely to result in a Material Adverse Effect, and (iii) providing for not less than 30 days’ (or 10 days’ in the case of non-payment of premiums) prior notice to the Administrative Agent of termination, lapse or cancellation of such insurance.
 
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(b) At all times keep all of its property (except real or personal property leased or financed through third parties in accordance with this Agreement) insured in favor of the Administrative Agent, and all policies or certificates with respect to such insurance (and any other insurance maintained by, or on behalf of, any Credit Party) (i) shall be endorsed to the Administrative Agent’s satisfaction for the benefit of the Administrative Agent (including, without limitation, by naming the Administrative Agent as certificate holder, mortgagee and loss payee with respect to real property, certificate holder and loss payee with respect to personal property, additional insured with respect to general liability and umbrella liability coverage and certificate holder with respect to workers’ compensation insurance), (ii) shall state that such insurance policies shall not be canceled or materially changed without at least 30 days’ (or 10 days’ in the case of non-payment of premiums) prior written notice thereof by the respective insurer to the Administrative Agent and (iii) shall be delivered to the Administrative Agent.
(c) If any Credit Party shall fail to maintain all insurance in accordance with this Section 6.07, or if any Credit Party shall fail to so name the Administrative Agent as an additional insured, mortgagee or loss payee, as the case may be, or so deliver all certificates with respect thereto, the Administrative Agent and/or the Administrative Agent shall have the right (but shall be under no obligation), upon five (5) Business Days prior written notice to the Partnership, to procure such insurance, and the Credit Parties agree jointly and severally to reimburse the Administrative Agent or the Administrative Agent, as the case may be, for all costs and expenses of procuring such insurance.
(d) The provisions of this Section 6.07 shall be deemed supplemental to, but not duplicative of, the provisions of any Security Documents that require the maintenance of insurance.
6.08 Compliance with Laws . Each Credit Party will comply with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property (including, without limitation, regulations, administrative orders and other orders referred to in Section 5.25), except to the extent any failures to comply with the above requirements, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
6.09 Books and Records . Maintain proper books of record and account (a) in conformity with GAAP consistently applied, and (b) in material conformity with all applicable requirements of Law or any Governmental Authority having regulatory jurisdiction over such Credit Party or such Subsidiary, as the case may be.
6.10 Inspection Rights . Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers and up to twice in any calendar year at the expense of the Borrowers with respect to all reasonable out-of-pocket expenses of the Administrative Agent (it being agreed that Borrowers shall not be liable for such
 
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expense of Lenders except as set forth in the following proviso); provided , however , that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrowers at any time during normal business hours and without advance notice.
6.11 Use of Proceeds .
(a) The proceeds of the Acquisition Loans shall be utilized by the Borrowers to finance (i) Permitted Acquisitions and related transaction costs and (ii) the purchase and construction of mausoleums and related costs.
(b) The proceeds of all Revolving Credit Loans and Swing Line Loans shall be utilized to finance working capital requirements, finance Capital Expenditures, and other general corporate purposes of the Borrowers (which in no case will include Permitted Acquisitions).
6.12 Covenant to Guarantee Obligations and Give Security . (a) Prior to or concurrently with the formation or acquisition of any new direct or indirect Subsidiary by any Credit Party (or in the case of formation of any new Subsidiary in connection with a Permitted Acquisition, prior to or concurrently with the earlier of (x) the consummation of such Permitted Acquisition and (y) the date such Subsidiary otherwise acquires material assets), then the Borrowers shall, at the Borrowers’ expense:
(i) cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a joinder to the Credit Documents as an additional Borrower under the Credit Documents, together with a certified copy of its Organizational Documents and resolutions authorizing the above actions, each, in form and substance satisfactory to the Administrative Agent,
(ii) furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) to the fullest extent permitted by applicable Laws, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Debt and Pledged Equity in and of such Subsidiary), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Credit Documents and constituting Liens on all such real and personal properties (other than Excluded Collateral),
(iv) to the fullest extent permitted by applicable Laws, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of mortgages, the filing of
 
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Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust and security and pledge agreements delivered pursuant to this Section 6.12 , enforceable against all third parties in accordance with their terms,
(v) deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, signed copies of favorable opinions, addressed to the Administrative Agent and the other Secured Parties, of counsel(s) for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request, and
(vi) deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the entity that is the subject of such formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided , however , that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Prior to or concurrently with the acquisition of any property by any Credit Party, if such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject to any Permitted Liens) in favor of the Administrative Agent, then the Borrowers shall, at the Borrowers’ expense:
(i) furnish to the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent,
(ii) to the fullest extent permitted by applicable Laws, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Credit Documents and constituting Liens on all such properties (other than Excluded Collateral),
(iii) to the fullest extent permitted by applicable Laws, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
 
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(iv) deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, signed copies of favorable opinions, addressed to the Administrative Agent and the other Secured Parties, of counsel(s) for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided , however , that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent,
(c) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Borrowers shall, at the Borrower’s expense, promptly:
(i) furnish to the Administrative Agent a description of the real and personal properties of the Credit Parties and their respective Subsidiaries in detail satisfactory to the Administrative Agent; and
(ii) deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by any Credit Party or its Subsidiaries, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent; provided , however , that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(d) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust and other security and pledge agreements.
6.13 Compliance with Environmental Laws . Comply, and cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing, and
 
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undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws, except to the extent any failures to comply with the above requirements, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
6.14 Preparation of Environmental Reports . At the request of the Required Lenders from time to time, provide to the Lenders within 60 days after such request, at the expense of the Borrowers, an environmental site assessment report for any of its properties described in such request, prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such properties; without limiting the generality of the foregoing, if the Administrative Agent determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrowers, and the Borrowers hereby grant and agree to cause any Subsidiary that owns any property described in such request to grant at the time of such request to the Administrative Agent, the Lenders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment; provided that in no event shall such request for any report described in this Section 6.14 be made unless (a) a Default exists or (b) a notice has been delivered under Section 6.02(i).
6.15 Further Assurances . Promptly upon request by the Administrative Agent, (a) correct any material defect or error that may be discovered in any Credit Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Credit Documents, (ii) to the fullest extent permitted by applicable Law, subject any Credit Party’s or any of its Subsidiaries’ properties, assets, rights or interests (other than Excluded Collateral) to the Liens now or hereafter intended to be covered by any of the Security Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Security Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Credit Document or under any other instrument executed in connection with any Credit Document to which any Credit Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.
6.16 Compliance with Terms of Leaseholds . Make all payments and otherwise perform all obligations in respect of all leases of real property to which any Credit Party or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.
 
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6.17 Material Contracts . Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Credit Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
6.18 Maintenance of Company Separateness . The Partnership will, and will cause each of its Subsidiaries to, satisfy customary corporate or other organizational formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting (or other legal equivalents thereof) and the maintenance of offices, books and records. Neither the Partnership nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which could reasonably be expected to result in the separate legal existence of the Partnership or any of its Subsidiaries being ignored, or in the assets and liabilities of the Partnership or any of its Subsidiaries being substantively consolidated with those of any other such Person in a bankruptcy, reorganization or other insolvency proceeding.
6.19 Maintenance of Trust Funds and Trust Accounts . Each Borrower shall set aside in the appropriate Trust Account all applicable Trust Funds at the time such funds are received by such Borrower and such Borrower shall establish and maintain all of the funding obligations of each of the Trust Accounts in accordance with applicable Law.
6.20 Amendment to Note Purchase Document Covenants . If the Credit Parties shall, at any time after the Closing Date, amend or modify any Note Purchase Document in a manner that requires any Credit Party to make a mandatory prepayment, comply with a covenant or add an event of default that either is not at such time included in this Agreement or, if such mandatory prepayment, covenant or event of default shall already be included in this Agreement, is more restrictive upon any Credit Party than such existing mandatory prepayment, covenant or event of default, each such mandatory prepayment, covenant and each event of default, definition and other provision relating to such mandatory prepayment, covenant or event of default in such Note Purchase Document (as amended or modified from time to time thereafter) shall be automatically deemed to be incorporated by reference in this Agreement, mutatis mutandis, as if then set forth herein in full. Promptly after any such amendment or modification, the Credit Parties will (a) furnish to the Administrative Agent and the Lenders a copy of each such mandatory prepayment, covenant and each event of default, definition and other provisions related thereto and (b) execute and deliver to the Administrative Agent and each Lender an instrument, in form and substance reasonably satisfactory to the Required Lenders, modifying this Agreement by adding or modifying, as the case may be, the full text of such mandatory prepayment, covenant and the events of default, definitions and other related provisions.
 
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ARTICLE VII
NEGATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than indemnification obligations which are solely contingent, if any) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Credit Parties shall not, nor shall they permit any Subsidiary to, directly or indirectly, and solely in the case of Section 7.16 , the Partnership and the General Partner shall not:
7.01 Liens . Create, incur, assume, sign, file or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or assign any accounts or other right to receive income, other than the following (collectively, “ Permitted Liens ”):
(a) Liens pursuant to any Credit Document;
(b) Liens in favor of an insurance company or agent which secure insurance premium financing arrangements with such Person, to the extent permitted under Section 7.02(e); provided that such Liens are limited to the insurance contracts with respect to which related premiums are being financed;
(c) Liens for taxes, assessments and governmental charges not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Liens in respect of property or assets of a Credit Party imposed by law which were incurred in the ordinary course of business and which have not arisen to secure Indebtedness for borrowed money, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlord’s Liens, and other similar Liens arising in the ordinary course of business, and which either (x) do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of such Credit Party or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or asset subject to such Lien;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) Permitted Encumbrances;
(h) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 8.01(h) , provided that no cash or other property shall be pledged by any Credit Party as security therefor;
 
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(i) Liens securing Indebtedness permitted under Section 7.02(g) and Liens securing accounts payable for the purchase of pre-assembled mausoleums and crypts; provided that (A) such Liens only serve to secure the payment of Indebtedness or accounts payable arising under such related obligation, (B) the Liens encumbering the assets giving rise to such obligations do not encumber any other asset of any Credit Party, and (C) such Liens do not secure aggregate lease payments, principal amounts and accounts payable in excess of the limitation set forth in Section 7.02(g);
(j) Licenses, leases or subleases granted to third Persons in the ordinary course of business not interfering in any material respect with the business of any Credit Party;
(k) Liens arising from or related to precautionary UCC financing statements regarding operating leases entered into by any Credit Party;
(l) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(m) bankers liens and customary rights of setoff, revocation and chargeback under deposit or credit card agreements entered into in the ordinary course of business; and
(n) any Lien or other restriction on the use of property (including cash) deposited in any Trust Fund, to the extent imposed by law or by the terms of the agreement governing such Trust Fund.
7.02 Indebtedness . Create, incur, assume or suffer to exist any Indebtedness, except:
(a) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party (it being agreed that cross-default, setoff and other customary provisions under any Swap Contract shall be permitted);
(b) Indebtedness evidenced by Senior Secured Notes in an aggregate outstanding principal amount not to exceed a maximum amount of $150,000,000 at any time, as from time to time reduced by all principal repayments thereof (except that no reduction in such maximum amount shall occur as a result of the refinancing of Senior Secured Notes, to the extent refinanced with the proceeds of Future Senior Secured Notes);
(c) loans and advances from (i) the Partnership to any Borrower, (ii) any Borrower to any other Borrower, (iii) any Borrower to the Partnership made for the purpose of making payments permitted pursuant to Section 7.06 and (iv) any Borrower or the Partnership to the Partnership or the General Partner for the purpose of paying ordinary business expenses of the Partnership and the General Partner;
(d) Indebtedness under the Credit Documents;
 
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(e) Insurance premium financing arrangements made on customary and reasonable terms;
(f) Guarantees of any Borrower in respect of Indebtedness otherwise permitted hereunder of any Borrower;
(g) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i) ; provided , however , that the aggregate lease payments and principal amounts of all such Indebtedness at any one time outstanding shall not exceed $7,500,000;
(h) Seller Subordinated Debt, provided that (i) such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent and substantially in the form set forth on Exhibit I hereto, and (ii) at the time of the related Permitted Acquisition, such Indebtedness does not exceed 25% of the total value of (A) the assets so acquired or (B) the assets of the Acquired Person, as the case may be;
(i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business so long as such Indebtedness is extinguished within three Business Days of the incurrence thereof;
(j) Indebtedness of the Borrowers evidenced by completion guarantees, performance bonds and surety bonds incurred in the ordinary course of business for purposes of insuring the performance of the Borrowers;
(k) Indebtedness of a type described in clause “(g)” of the definition of Indebtedness, to the extent payment of such Indebtedness is permitted under Section 7.06 ;
(l) Unsecured Indebtedness of the General Partner issued solely for the purpose of financing Investments permitted pursuant to Section 7.03(k) ; and
(m) Other unsecured Indebtedness not otherwise permitted above, in an aggregate principal amount outstanding not to exceed $1,000,000 at any time.
7.03 Investments . Make or hold any Investments, except:
(a) Investments held by any Credit Party in the form of Cash Equivalents;
(b) loans and advances by any Credit Party to officers and employees of such Credit Party, in each case incurred in the ordinary course of business, in an aggregate outstanding principal amount for all Credit Parties not to exceed $500,000 at any time (determined without regard to any write-downs or write-offs of such loans and advances);
(c)(i) Investments by any Credit Party and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by any Credit Party and its Subsidiaries in any Borrower, (iii) additional Investments by Subsidiaries of the Borrowers that are not Credit Parties in other Subsidiaries that are not Credit Parties, and (iv) without duplication, Investments in the form of loans and advances permitted under Section 7.02(c) ;
 
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(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or from account debtors in settlement of delinquent accounts to the extent reasonably necessary in order to prevent or limit loss;
(e) Guarantees permitted by Section 7.02 ;
(f) Investments existing on the date hereof (other than those referred to in Section 7.03(c)(i) ) and set forth on Schedule 5.08(e) ;
(g) Investments by any Borrower in Swap Contracts permitted under Section 7.02(a) ;
(h) Permitted Acquisitions by any Borrower; provided that, with respect to each such Permitted Acquisition:
(i) any such newly-created or acquired Subsidiary shall comply with the requirements of Section 6.12 ;
(ii) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of the Borrowers in the ordinary course;
(iii) such Permitted Acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of the Partnership, or the Partnership and its Subsidiaries taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of the Operating Company if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer);
(iv) updated schedules to the Credit Documents to reflect the transactions related to such Permitted Acquisition shall be delivered prior to such acquisition, and upon consideration thereof all representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date;
(v) the Aggregate Consideration paid by or on behalf of the Borrowers for any such Permitted Acquisition (other than Dignity 2007) shall not exceed $2,500,000, on an individual basis, or $20,0000,000, when aggregated with the total
 
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Aggregate Consideration paid by or on behalf of the Borrowers for all other Permitted Acquisitions (other than Dignity 2007) which closed in the immediately preceding 365 days, without Required Lender approval (such approval not to be unreasonably withheld, conditioned or delayed);
(vi) immediately before and immediately after giving pro forma effect to any such Permitted Acquisition (other than Dignity 2007), on a Pro Forma Basis (for the related Calculation Period), no Default shall have occurred and be continuing;
(vii) the receipt by the Administrative Agent and Lenders, not less than (A) thirty (30) days prior to such Permitted Acquisition (other than Dignity 2007) (or such shorter period as the Administrative Agent may agree to in writing), of (1) the approval package to be presented to the Operating Company’s Board of Managers and (2) all appraisals completed in connection therewith, for any such acquisition the consideration for which is greater than $5,000,000 and (B) ten (10) Business Days prior to such Permitted Acquisition (other than Dignity 2007) (or such shorter period as the Administrative Agent may agree to in writing), the approval package to be presented to the Operating Company’s Board of Managers, for any such acquisition the consideration for which is less than or equal to $5,000,000; and
(viii) the Borrowers shall have delivered to the Administrative Agent and each Lender, at least five Business Days prior to the date on which any such Permitted Acquisition (other than Dignity 2007) is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, (A) certifying that all of the requirements set forth in this clause (h) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition, and (B) attaching a pro forma Compliance Certificate showing compliance, on a Pro Forma Basis (for the related Calculation Period), with the covenants set forth in Section 7.11 immediately after giving effect to the consummation of such Permitted Acquisition;
(i) Investments in newly formed wholly-owned Subsidiaries so long as, in each case, (i) at least 30 days prior written notice thereof is given to the Administrative Agent (or such lesser prior written notice as may be agreed to by the Administrative Agent in any give case), (ii) the Equity Interests of such new Subsidiary are promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such Equity Interests, together with appropriate transfer powers duly executed in blank, are delivered to the Administrative Agent, (iii) such new Subsidiary promptly executes a counterpart hereto and of the Pledge Agreement and the Security Agreement, and (iv) all actions required pursuant to Section 6.12 have been taken;
(j) Bank deposits in the ordinary course of business;
(k) Investments of the General Partner in Partnership Common Units in order for the General Partner to continue to hold two percent (2%) of the issued Partnership Common Units;
 
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(l) Disposition Notes issued in connection with Dispositions permitted under Section 7.05 where not less than 75% of the consideration was paid to the applicable Credit Party in cash; provided that, the aggregate principal outstanding amount of such Disposition Notes shall not exceed $1,500,000 at any time;
(m) Investments of Trust Funds, and interest and other earning thereon, in accordance with Section 7.17 ;
(n) Advances by the Borrowers to their suppliers which are made in the ordinary course for the purpose of prepaying purchases of inventory; and
(o) Other Investments not otherwise permitted above, in an aggregate amount outstanding not to exceed $1,000,000 at any time.
7.04 Fundamental Changes . Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
(a) any Borrower may merge with and into, may convert into or be dissolved or liquidated into, or may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Borrower, so long as (i) the security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Security Documents in the assets of such Borrower shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such merger, conversion, dissolution or liquidation) and (ii) such merger, conversion, dissolution or liquidation does not violate the terms of the Partnership Agreement or otherwise result in negative tax consequences for the Partnership; and
(b) any Subsidiary that is not a Credit Party may dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Credit Party or (ii) to a Credit Party.
7.05 Dispositions . Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) Dispositions of inventory and Cemetery Property in the ordinary course of business;
(c) Dispositions, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transaction;
 
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(d) Licenses, leases or subleases of property to third Persons, made in the ordinary course of business and not interfering in any material respect with the business of any Credit Party;
(e) Dispositions of tangible personal property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(f) Dispositions of real property by any Borrower which is not otherwise permitted under clause (b) above; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all such property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $6,000,000 and (iii) the purchase price for such property shall be paid to such Borrower in cash (and any Disposition Note permitted by Section 7.03(l) );
(g) Dispositions by any Borrower to any other Borrower, so long as the security interests granted to the Administrative Agent for the benefit of the Secured Parties pursuant to the Security Documents in the assets so transferred shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer);
(h) Dispositions of Equity Interests in the Partnership by the General Partner, to the extent required under the terms of the Partnership Agreement or any employee benefit plan of a Credit Party;
(i) Dispositions constituting Permitted Liens or permitted by Section 7.04 ; and
(j) Dispositions of tangible property (real or personal), so long as (i) no Default then exists or would result therefrom, (ii) each such sale is in an arm’s-length transaction and the applicable Credit Party receives at least fair market value (as determined in good faith by such Credit Party), (iii) the total consideration received by such Credit Party is paid at the time of the closing of such sale in cash (and any Disposition Note permitted by Section 7.03(l) ), and (iv) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 2.05 ; and
(k) Dispositions of Cash Equivalents made in the ordinary course of business.
To the extent the Required Lenders waive the provisions of this Section 7.05 with respect to any Disposition of Collateral, or any Collateral is Disposed of as permitted by this Section 7.05 , such Collateral (unless transferred to a Credit Party) shall be Disposed of free and clear of the Liens created by the Security Documents and the Administrative Agent shall take such actions as are appropriate in connection therewith.
7.06 Restricted Payments; Equity Issuances .
(a) Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:
(i) each Subsidiary may make Restricted Payments to any Borrower or the Partnership; and
 
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(ii) the Partnership and the General Partner shall be permitted to make regularly scheduled quarterly distributions to its general and limited partners or members, as applicable, to the extent set forth in the Partnership Agreement and the GP Agreement, respectively, each as in effect as of the Closing Date, to the extent that (A) at the time such distribution is made no Default exists, or would exist after giving effect to such distribution, and (B) for the fiscal quarter most recently ended prior to the date of such distribution and the chief financial officer of the Partnership or General Partner, as applicable, delivers to the Administrative Agent a certificate that the above conditions have been satisfied; or
(b) Issue or sell any Equity Interests (including by way of sales of treasury stock), except for:
(i) Issuances by the Partnership and the General Partner of Equity Interests which are not mandatorily redeemable;
(ii) transfers to any Credit Party and replacements of then outstanding shares of capital stock or other Equity Interests of any Borrower (subject to the delivery of any documents required by the Pledge Agreement or any other Credit Document);
(iii) stock splits, stock dividends and additional issuances by any Borrower which does not decrease the percentage ownership of the Partnership or any of its Subsidiaries in any class of the Equity Interests of such Borrower (or otherwise adversely affect the Lien of the Collateral Agent in the Equity Interests of such Borrower);
(iv) any issuances made to qualify directors to the extent required by applicable Law; and
(v) issuances of Equity Interests by Subsidiaries formed after the Closing Date pursuant to Section 6.12 (to the extent in accordance with the requirements of Section 6.12 ); provided that all Equity Interests issued in accordance with this clause (v)  shall, to the extent required by the Pledge Agreement or any other Credit Document, be delivered to the Collateral Agent.
7.07 Change in Nature of Business . Engage in any line of business other than the Permitted Business.
7.08 Transactions with Affiliates . Enter into any transaction of any kind with any Affiliate of any Credit Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to such Credit Party as would be obtainable by such Credit Party at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the following shall in any event be permitted: (i) the Transaction; (ii) intercompany transactions among Credit Parties that are entered into pursuant to the reasonable business requirements of the Credit Parties and that are not prohibited under this
 
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Agreement or any other Credit Document; (iii) the payment of consulting or other fees to any Credit Party in the ordinary course of business; (iv) customary fees to non-officer directors (or equivalents) of the General Partner; (v) the Credit Parties may perform their respective obligations under any Employment Agreements, employee benefit plans of any Credit Party and other employment arrangements with respect to the procurement of services with their respective officers and employees, in each case so long as any such employment arrangements are entered into in the ordinary course of business; (vi) Restricted Payment may be paid by Credit Parties to the extent permitted by Section 7.06 ; (vii) payments may be made pursuant to any Tax Allocation Agreement; (viii) Credit Parties may enter into transactions with employees and/or officers of the Credit Parties in the ordinary course of business so long as any such material transaction has been approved by the governing bodies of such Credit Parties; and (ix) the Credit Parties may perform their respective obligations under (A) the Omnibus Agreement, dated as of the Effective Date, among certain Credit Parties and certain of their Affiliates, and (B) the Assignment Agreement, dated as of the Effective Date, between McCown De Leeuw & Co. IV, L.P. and the Partnership. In no event shall any management, consulting or similar fee be paid or payable by the Partnership or any of its Subsidiaries to any Affiliate, except as specifically provided in this Section 7.08 .
7.09 Burdensome Agreements . Enter into or permit to exist any Contractual Obligation that (a) limits the ability (i) of any Subsidiary to make Restricted Payments or Intercompany Loan payments to any Credit Party or to otherwise transfer property to or invest in any Credit Party, except for (A) this Agreement, the other Credit Documents, and the Note Purchase Documents, (B) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Borrower, or (C) the Partnership Agreement; provided, however, that this clause (a) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.02(g) solely to the extent any such negative pledge relates to the property financed by the holder of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.
7.10 Use of Proceeds . Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.
7.11 Financial Covenants . (a) Minimum EBITDA . The Partnership will not permit Consolidated EBITDA for any Measurement Period to be less than the sum of (i) $26,900,000 plus (ii) 80% of the aggregate of all Consolidated EBITDA for each Permitted Acquisition completed after the Closing Date (the “ Permitted Acquisition Step-Up ”).
(b) Consolidated Interest Coverage Ratio . Permit the Consolidated Interest Coverage Ratio for any Measurement Period to be less than 3.50 to 1.0.
(c) Consolidated Leverage Ratio . Permit the Consolidated Leverage Ratio for any Measurement Period to be greater than 3.50 to 1.0.
 
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7.12 Amendment of Partnership Units and Organizational Documents . (a) Amend or modify, or permit the amendment or modification of, any provision of any Partnership Common Unit or Partnership Subordinated Unit or of any agreement (including, without limitation, certificate of designation) relating thereto in a manner that is inconsistent with the Partnership Agreement or that could reasonably be expected to be adverse in any material respect to the interests of the Lenders; or
(b) amend modify or change in any way adverse to the interests of the Lenders in any material respect the Partnership Agreement, the GP Agreement or any other Credit Party’s Organizational Documents, or any Shareholders’ Agreement, Tax Allocation Agreement or Management Agreement, or enter into any new Organizational Document, Shareholders’ Agreement, Tax Allocation Agreement or Management Agreement which could reasonably be expected to be adverse in any material respect to the interests of the Lenders or, in the case of any Management Agreement, which involves the payment by any Credit Party of any amount which could give rise to a violation of this Agreement; provided that, the foregoing clause shall not restrict (i) the ability of Partnership or the General Partner to amend the Partnership Agreement or the GP Agreement, respectively, to authorize the issuance of Equity Interests otherwise permitted to be issued pursuant to the terms of this Agreement, or (ii) the ability of the Partnership to amend its Organizational Documents to adopt customary takeover defenses for a public company, such as classification of its board of directors, requirements for notice of acquisition of shares and other similar measures.
7.13 Accounting Changes . Make any material change in any accounting policies or reporting practices, except as required by GAAP, or make any change in fiscal year.
7.14 Prepayments, Etc. of Indebtedness . Make (or give any notice in respect of) any voluntary or optional payment or prepayment on or redemption, repurchase or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto or any other Person, money or securities before due for the purpose of paying when due), or any prepayment or redemption (except as expressly required under the terms of the relevant agreement) as a result of any asset sale, change of control or similar event of any Indebtedness pursuant to the Note Purchase Documents, or, after the incurrence or issuance thereof, any Seller Subordinated Debt.
7.15 Amendment of Note Purchase Documents and Indebtedness .
(a) Amend, modify or change, in any way adverse to the interests of the Lenders, any Note Purchase Document; or
(b) amend, modify or change in any way adverse to the interests of the Lenders in any material respect any Seller Subordinated Debt.
7.16 Holding Company . In the case of the General Partner and the Partnership:
(a) the General Partner will not itself: (i) engage in a Permitted Business; (ii) own any significant assets (other than (A) its general partnership Equity Interest in the Partnership, (B) cash to be loaned, dividended, contributed and/or otherwise promptly applied for purposes not otherwise prohibited by this Agreement and (C) other assets used or held in
 
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connection with the performance of activities permitted to be conducted by the General Partner); or (iii) have any liabilities (other than those liabilities for which it is responsible under any Credit Document or Note Purchase Document to which it is a party, the GP Agreement, and any other Indebtedness permitted to be incurred by the General Partner pursuant to Section 7.02); provided however , the restrictions above shall not prohibit (or be construed to prohibit), the General Partner or its employees from conducting the activities contemplated to be conducted by the General Partner under the GP Agreement and the Partnership Agreement (each as in effect on the Closing Date or as amended in accordance with this Agreement), and other administrative, management or ordinary course “holding company” activities necessary or desirable in connection with the operation of the Permitted Business through the General Partner and the Borrowers (including, without limitation, intercompany management functions and the provision of umbrella insurance policies); and
(b) the Partnership will not itself: (i) engage in a Permitted Business; (ii) own any significant assets (other than (A) the Equity Interests in the Operating Company, (B) any Intercompany Loan permitted to be made by it pursuant to Section 7.02(c), whether or not evidenced by an Intercompany Note, (C) cash to be loaned, dividended, contributed and/or otherwise promptly applied for purposes not otherwise prohibited by this Agreement, and (D) other assets used or held in connection with the performance of activities permitted to be conducted by the Partnership); or (iii) have any liabilities (other than those liabilities for which it is responsible under this Agreement, the Partnership Agreement, the Credit Documents and the Note Purchase Documents to which it is a party, any Intercompany Loan permitted to be incurred by it pursuant to Section 7.02(c) and any other Indebtedness permitted to be incurred by the Partnership pursuant to Section 7.02); provided however , the restrictions contained above shall not prohibit (or be construed to prohibit) the Partnership from conducting administrative and other ordinary course “holding company” activities necessary or desirable in connection with the operation of the Permitted Business through the Borrowers.
7.17 Trust Funds . Except in accordance with reasonable business practices and applicable Law, (a) withdraw or otherwise remove any monies or other assets (whether principal, interest or other earnings) from any Trust Account except for the purpose of providing the merchandise or services which are intended to be provided out of such Trust Account or (b) make any investments of Trust Funds or interest or other earnings thereon.
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
8.01 Events of Default . Any of the following shall constitute an Event of Default:
(a) Non-Payment . Any Credit Party fails to (i) pay when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation or deposit any funds as Cash Collateral in respect of L/C Obligations, or (ii) pay within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) pay within five days after the same becomes due, any other amount payable hereunder or under any other Credit Document; or
 
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(b) Specific Covenants . Any Credit Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.01 , 6.02 , 6.03 , 6.05 , 6.10 , 6.11 , 6.12 , 6.18 , 6.19 or Article VII ;
(c) Other Defaults . Any Credit Party fails to perform or observe any other covenant or agreement (not specified in Section 8.01(a) or (b)  above) contained in any Credit Document on its part to be performed or observed and such failure continues unremedied for 30 days after notice thereof is provided to any Credit Party by the Administrative Agent or the Required Lenders;
(d) Representations and Warranties . Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Credit Party herein, in any other Credit Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made;
(e) Cross-Default . (i) Any Credit Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), but subject to any applicable grace or cure period, in respect of any Indebtedness or Guarantee of Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate outstanding principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee of Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, but subject to any applicable grace or cure period, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded (it being understood that a default or other event or condition described in this clause (B) shall cease to constitute an Event of Default if and when the same has been cured or otherwise ceases to exist, in each case prior to the taking of any action by the Administrative Agent or the Required Lenders pursuant to Section 8.02 ); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Credit Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Credit Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Credit Party or such Subsidiary as a result thereof is greater than the Threshold Amount;
(f) Insolvency Proceedings, Etc. Any Credit Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator,
 
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rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 90 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 90 calendar days, or an order for relief is entered in any such proceeding;
(g) Inability to Pay Debts; Attachment . (i) Any Credit Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy;
(h) Judgments . There is entered against any Credit Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 60 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect;
(i) ERISA . (i) any ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result, individually or in the aggregate, in liability of any Borrower under Title IV of ERISA, to any Pension Plan, Multiemployer Plan or the PBGC, in excess of the Threshold Amount; (ii) any Borrower or any ERISA Affiliate fails to pay any installment payment with respect to any withdrawal liability pursuant to Section 4201 of ERISA, within a period of thirty (30) calendar days after such payment was otherwise due pursuant to Section 4219 of ERISA under any Multiemployer Plan, provided that the failure to make such installment payment prior to the expiration of the sixty-day (60) time period described in Section 4219(c)(5)(A) of ERISA could reasonably be expected to result in the acceleration of withdrawal liability pursuant to Section 4219(c)(5) of ERISA, individually or in the aggregate, in excess of the Threshold Amount; or (iii) any Borrower or any ERISA Affiliate currently is, or is reasonably expected to be, in “default” under a Multiemployer Plan, as described in Section 4219(c)(5)(B), which has resulted, or could reasonably be expected to result, individually or in the aggregate, in withdrawal liability of the Borrower under Title IV of ERISA to the Multiemployer Plan in excess of the Threshold Amount;
(j) Invalidity of Credit Documents . Any provision of any Credit Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Credit Party or any other Person contests in any manner the validity or enforceability of any provision of any Credit Document; or any Credit Party denies that it has any or further liability or obligation under any provision of any Credit Document, or purports to revoke, terminate or rescind any provision of any Credit Document;
 
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(k) Change of Control . There occurs any Change of Control;
(l) Intercreditor Agreement . The Intercreditor Agreement or any provision thereof shall cease to be in full force and effect;
(m) Security Documents . Any Security Document after delivery thereof pursuant to Section 4.01 or 6.12 shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Liens permitted by Section 7.01 ) on the Collateral purported to be covered thereby; or
(n) Subordination . (i) The subordination provisions of any documents evidencing or governing any subordinated Indebtedness (the “ Subordinated Provisions ”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable subordinated Indebtedness; or (ii) any Credit Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions, (B) that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the L/C Issuer or (C) that all payments of principal of or premium and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Credit Party, shall be subject to any of the Subordination Provisions.
8.02 Remedies upon Event of Default . If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:
(a) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;
(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Credit Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;
(c) require that the Borrowers to Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and
(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Credit Documents;
provided , however , that upon the occurrence of an actual or deemed entry of an order for relief with respect to any Credit Party under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.
 
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8.03 Application of Funds . After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02 ), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:
First , to payment of that portion of the Obligations constituting fees, non-contingent and liquidated indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III ) payable to the Administrative Agent in its capacity as such;
Second , to payment of that portion of the Obligations constituting fees, non-contingent and liquidated indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer, to the extent set forth in any Credit Document, and amounts payable under Article III , ratably among them in proportion to the respective amounts described in this clause Second payable to them;
Third , to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;
Fourth , to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and amounts owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held by them;
Fifth , to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and
Last , the balance, if any, after all of the Obligations (other than indemnification obligations which are solely contingent, if any) have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law.
Subject to Section 2.03(c) , amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations (other than indemnification obligations which are solely contingent, if any), if any, in the order set forth above.
 
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ARTICLE IX
ADMINISTRATIVE AGENT
9.01 Appointment and Authority. (a) Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Credit Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and no Credit Party shall have rights as a third party beneficiary of any of such provisions.
(b) The Administrative Agent shall also act as the “collateral agent” under the Credit Documents (in such capacity, the “ Collateral Agent ”), and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), potential Hedge Bank and potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Credit Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(c) , as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Credit Documents) as if set forth in full herein with respect thereto.
9.02 Rights as a Lender . The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Credit Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
9.03 Exculpatory Provisions . The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Credit Documents. Without limiting the generality of the foregoing, the Administrative Agent:
(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or
 
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by the other Credit Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Credit Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Credit Document or applicable Law; and
(c) shall not, except as expressly set forth herein and in the other Credit Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Credit Party or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02 ) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrowers, a Lender or the L/C Issuer.
The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Credit Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Credit Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
9.04 Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
 
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9.05 Delegation of Duties . The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Credit Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.
9.06 Resignation of Administrative Agent . The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with and, so long as no Event of Default exists, subject to the prior written approval of the Borrowers (which approval shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Credit Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Credit Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Credit Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.
 
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9.07 Non-Reliance on Administrative Agent and Other Lenders . Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Credit Document or any related agreement or any document furnished hereunder or thereunder.
9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of any Bookrunners or Arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Credit Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.
9.09 Administrative Agent May File Proofs of Claim . In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Credit Party) shall be entitled and empowered, by intervention in such proceeding or otherwise:
(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(i) and (j) , 2.09 and 11.04 ) allowed in such judicial proceeding; and
(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 11.04 .
Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or the L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or the L/C Issuer or in any such proceeding.
 
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9.10 Collateral and Guaranty Matters . The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion (including, without limitation, in its capacity as Collateral Agent to take such actions),
(a) to release any Lien on any property granted to or held by the Administrative Agent under any Credit Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than indemnification obligations which are solely contingent, if any) and the expiration, termination or cash collateralization of all Letters of Credit, (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Credit Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 11.01 ;
(b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder; and
(c) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Credit Document to the holder of any Lien on such property that is permitted by Section 7.01(i) .
Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10 . In each case as specified in this Section 9.10 , the Administrative Agent will, at the Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Credit Documents and this Section 9.10 .
ARTICLE X
CONTINUING GUARANTY
10.01 Guaranty . Each Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrowers to the Secured Parties, arising hereunder and under the other Credit Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and, to the extent set forth in any Credit Document, all costs, attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof). The Administrative Agent’s books and records showing the amount of the
 
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Obligations shall be admissible in evidence in any action or proceeding, and absent manifest error shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of any Guarantor under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.
10.02 Rights of Lenders . Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Obligations; (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuer and the Lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.
10.03 Certain Waivers . Each Guarantor waives (a) any defense arising by reason of any disability or other defense of any Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of any Borrower; (c) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder; (d) subject to Section 10.05, any right to proceed against any Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) subject to Section 10.05, any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable Law limiting the liability of or exonerating guarantors or sureties. To the fullest extent permitted under applicable Law, each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Obligations. Each Guarantor waives any rights and defenses that are or may become available to such Guarantor by reason of §§ 2787 to 2855, inclusive, and §§ 2899 and 3433 of the California Civil Code. As provided below, this Guaranty shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania. The foregoing waivers and the provisions hereinafter set forth in this Guaranty which pertain to California law are included solely out of an abundance of caution, and shall not be construed to mean that any of the above-referenced provisions of California law are in any way applicable to this Guaranty or the Obligations.
 
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10.04 Obligations Independent . The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against such Guarantor to enforce this Guaranty whether or not any Borrower or any other person or entity is joined as a party.
10.05 Subrogation . Each Guarantor shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Obligations (other than indemnification obligations which are solely contingent, if any) and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and the Commitments and the Facilities are terminated. If any amounts are paid to any Credit Party in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to reduce the amount of the Obligations, whether matured or unmatured.
10.06 Termination; Reinstatement . This Guaranty is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and the Commitments and the Facilities with respect to the Obligations are terminated. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or any Credit Party is made, or any of the Secured Parties exercises its right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this paragraph shall survive termination of this Guaranty.
10.07 Subordination . Each Guarantor hereby subordinates the payment of all obligations and indebtedness of any Credit Party owing to such Guarantor whether now existing or hereafter arising, including but not limited to any obligation of any Credit Party to such Guarantor as subrogee of the Secured Parties or resulting from any other Guarantor’s performance under this Guaranty, to the indefeasible payment in full in cash of all Obligations; provided , however , that the Credit Parties may pay and Guarantors may accept payments to the extent not prohibited under this Agreement unless and until the Administrative Agent exercises its rights contained in the next sentence. If the Administrative Agent so requests following the occurrence and during the continuance of an Event of Default, any such obligation or indebtedness of any Borrower to any Credit Party shall be enforced and performance received by each Credit Party as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Administrative Agent on account of the Obligations, but without reducing or affecting in any manner the liability of each Guarantor under this Guaranty.
 
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10.08 Stay of Acceleration . If acceleration of the time for payment of any of the Obligations is stayed, in connection with any case commenced by or against any Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the Guarantors immediately upon demand by the Administrative Agent.
10.09 Condition of Borrowers . Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrowers and any other guarantor such information concerning the financial condition, business and operations of the Borrowers and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to such Guarantor any information relating to the business, operations or financial condition of the Borrowers or any other guarantor (and hereby waives any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).
10.10 Acknowledgement of Joint and Several Liability. (a) Each Borrower (other than the Controlled Non-Profits) acknowledges that it is jointly and severally liable for all of the Obligations under the Credit Documents. Subject to Section 10.10(e) , each Borrower expressly understands, agrees and acknowledges that (i) Borrowers are all affiliated entities by common ownership, (ii) each Borrower desires to have the availability of one common credit facility instead of separate credit facilities, (iii) each Borrower has requested that the Lenders extend such a common credit facility on the terms herein provided, (iv) the Lenders will be lending against, and relying on a lien upon, all of the Borrowers’ assets even though the proceeds of any particular Loan made hereunder may not be advanced directly to a particular Borrower, (v) each Borrower will nonetheless benefit by the making of all such loans by each Lender and the availability of a single credit facility of a size greater than each could independently warrant, (vi) all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in the Credit Documents shall be applicable to and shall be binding upon each Borrower, and (vii) the Borrowers have each executed the Notes as co-makers of the Notes and that it would not be able to obtain the credit provided by the Lenders hereunder without the financial support provided by the other Borrowers.
(b) Each Borrower (other than the Controlled Non-Profits) is obligated to repay the Obligations as joint and several obligors under this Agreement. To the extent that any Credit Party shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting Borrowings or other Credit Extensions made to or for another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “ Accommodation Payment ”), then the Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (i) rendering such Borrower “insolvent” within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“ UFTA ”) or Section 2 of the Uniform Fraudulent Conveyance Act (“ UFCA ”),
 
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(ii) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (iii) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA. All rights and claims of contribution, indemnification, and reimbursement under this Section 11.18 shall be subordinate in right of payment to the prior payment in full of the Obligations. The provisions of this Section 11.18 shall, to the extent inconsistent with any provision in any Credit Document, supersede such inconsistent provision.
(c) If (i) any court holds that Borrowers are guarantors and not jointly and severally liable or (ii) bankruptcy or reorganization proceedings at any time are instituted by or against any Borrower under any Debtor Relief Law, each Borrower hereby: (A) until indefeasible payment in full in cash of the Obligations, expressly and irrevocably subordinates, to the fullest extent possible, on behalf of such Borrower, any and all rights at law or in equity to subrogation, to reimbursement, to exoneration, to contribution, to indemnification, to set off or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, to a holder or transferee against a maker, or to the holder of a claim against any Person, and which such Borrower may have or hereafter acquire against any Person in connection with or as a result of such Borrower’s execution, delivery and/or performance of this Agreement, or any other documents to which such Borrower is a party or otherwise; (B) expressly and irrevocably subordinates any “claim” (as such term is defined in the Bankruptcy Code) of any kind against any other Borrower, and further subordinates any such rights against any Person (including any surety), either directly or as an attempted set off to any action commenced against such Borrower by Administrative Agent or a Lender or any other Person; and (C) acknowledges and agrees (I) that this subordination is intended to benefit Administrative Agent and Lenders and shall not limit or otherwise affect such Borrower’s liability hereunder or the enforceability of this Agreement, and (II) that Administrative Agent and Lenders and their successors and permitted assigns are intended beneficiaries of this subordination, and agreements set forth in this Section 10.10 and their rights under this Section 10.10 shall survive payment in full of the Obligations.
(d) This Agreement shall in all respects be continuing, absolute and unconditional, and shall remain in full force and effect with respect to each Borrower until all Obligations shall have been indefeasibly fully paid. No compromise, settlement, release or discharge of, or indulgence with respect to, or failure, neglect or omission to enforce or exercise any right against, any one or Borrowers shall release or discharge the other Borrowers.
(e) Notwithstanding anything to the contrary contained in this Agreement or the other Credit Documents, each Controlled Non-Profit shall be liable only for that portion of the Obligations evidenced by (i) any Loan or other extension of credit made to, or for the benefit of, such entity hereunder or under any other Credit Document, (ii) any loan, advance or other distribution to such entity of proceeds of any Loan or other extension of credit made to any other Borrower hereunder, and (iii) its proportionate share of all Loans and other extensions of credit made hereunder to fund any administrative and other management related fees, costs and expenses of the General Partner, the Partnership, the Operating Company or any Borrower providing services to such Controlled Non-Profit pursuant to a Cemetery Management Agreement; and the Collateral of such Controlled Non-Profit shall only secure, or be utilized to repay, such portion of the obligations described above.
 
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ARTICLE XI
MISCELLANEOUS
11.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Credit Document, and no consent to any departure by any Borrower or any other Credit Party therefrom, shall be effective unless in writing signed by the Required Lenders and the applicable Credit Parties, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:
(a) waive any condition set forth in Section 4.01 (other than Section 4.01(b)(i) or (c) ), or, in the case of the initial Credit Extension, Section 4.02 , without the written consent of each Lender;
(b) without limiting the generality of clause (a) above, waive any condition set forth in Section 4.02 as to any Credit Extension under a particular Facility without the written consent of the Required Revolving Lenders, or the Required Acquisition Lenders, as the case may be;
(c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02 ) without the written consent of such Lender;
(d) postpone any date fixed by this Agreement or any other Credit Document for any payment (excluding mandatory prepayments) of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under such other Credit Document without the written consent of each Lender entitled to such payment;
(e) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or any fees or other amounts payable hereunder or under any other Credit Document without the written consent of each Lender entitled to such amount; provided , however , that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;
(f) change (i)  Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender or (ii) the order of application of any reduction in the Commitments or any prepayment of Loans among the Facilities from the application thereof set forth in the applicable provisions of Section 2.05(b) or 2.06(b) , respectively, in any manner that materially and adversely affects the Lenders under a Facility without the written consent of (i) if such Facility is the Acquisition Facility, the Required Acquisition Lenders, and (ii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;
 
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(g) change (i) any provision of this Section 11.01 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder (other than the definitions specified in clause (ii) of this Section 11.01(g) ), without the written consent of each Lender or (ii) the definition of “Required Revolving Lenders” or “Required Acquisition Lenders,” without the written consent of each Lender under the applicable Facility;
(h) release all or substantially all of the Collateral in any transaction or series of related transactions, without the written consent of each Lender;
(i) release all or substantially all of the value of the Guaranty, without the written consent of each Lender, except to the extent the release of any Subsidiary from the Guaranty is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); or
(j) impose any greater restriction on the ability of any Lender under a Facility to assign any of its rights or obligations hereunder without the written consent of (i) if such Facility is the Acquisition Facility, the Required Acquisition Lenders, and (ii) if such Facility is the Revolving Credit Facility, the Required Revolving Lenders;
and provided , further , that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; and (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Credit Document; and (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.
If any Lender does not consent to a proposed amendment, waiver, consent or release with respect to any Credit Document that requires the consent of (a) each Lender (or each Revolving Lender or Acquisition Lender, as applicable) or (b) Required Lenders (or Required Revolving Lenders or Required Acquisition Lenders, as applicable), and that has been approved by the Required Lenders (or the Required Revolving Lenders or Required Acquisition Lenders, as applicable), the Borrowers shall have the right, within sixty (60) days of the receipt of approval by such Required Lenders (or Required Revolving Lenders or Required Acquisition Lenders, as applicable), and upon five (5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to (A) replace any such non-consenting Lender in accordance with Section 11.13 or (B) repay all Loans of any such non-consenting Lender (including all amounts, if any, owing pursuant to Article III), together with accrued and unpaid interest, fees and all other amounts, if any, then owing to any
 
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such non-consenting Lender (or owing to such non-consenting Lender with respect to each Facility which gave rise to the need to obtain such non-consenting Lender’s individual consent), so long as (1) the related Commitment(s) of such non-consenting Lender are terminated concurrently with the repayment of such Loans and (2) such Lender’s pro rata share of any L/C Obligations are Cash Collateralized (at which time Schedule I shall be deemed modified to reflect the changed Commitments); provided that, to the extent applicable, such amendment, waiver, consent or release can be effected as a result of the assignment contemplated by such Section (together with all other such assignments required by the Borrowers to be made pursuant to this paragraph).
11.02 Notices; Effectiveness; Electronic Communications . (a) Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
(i) if to any Credit Party, the Administrative Agent, the Collateral Agent, the L/C Issuer or the Swing Line Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 11.02 ; and
(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.
Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).
(b) Electronic Communications . Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrowers may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
 
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function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
(c) The Platform . THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to any Credit Party, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided , however , that in no event shall any Agent Party have any liability to any Credit Party, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(d) Change of Address, Etc . Each Credit Party, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to any Credit Party or its securities for purposes of United States Federal or state securities laws.
 
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(e) Reliance by Administrative Agent, L/C Issuer and Lenders . The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of any Credit Party even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Credit Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.
11.03 No Waiver; Cumulative Remedies . No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Credit Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Credit Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
11.04 Expenses; Indemnity; Damage Waiver . (a) Costs and Expenses . The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Credit Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all reasonable out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Credit Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.
(b) Indemnification by the Borrowers . The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable out-of-pocket expenses (including the fees, charges and disbursements of any counsel for any Indemnitee ) , incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other Credit Party arising out of, in connection
 
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with, or as a result of (i) the execution or delivery of this Agreement, any other Credit Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Credit Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Credit Party or any of their Subsidiaries, or any Environmental Liability related in any way to any Credit Party or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Borrower or any other Credit Party or any of the Borrower’s or such Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Borrower or any other Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Credit Document, if such Borrower or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.
(c) Reimbursement by Lenders . To the extent that the Borrowers for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d) .
(d) Waiver of Consequential Damages, Etc . To the fullest extent permitted by applicable Law, each Borrower and each other Credit Party shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through
 
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telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.
(e) Payments . All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.
(f) Survival . The agreements in this Section shall survive the resignation of the Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
11.05 Payments Set Aside . To the extent that any payment by or on behalf of the Borrowers is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
11.06 Successors and Assigns . (a) Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower or other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of Section 11.06(b) , (ii) by way of participation in accordance with the provisions of Section 11.06(d) , or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 11.06(f) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
 
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(b) Assignments by Lenders . Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment(s) and the Loans (including for purposes of this Section 11.06(b) , participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:
(i) Minimum Amounts .
(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment under any Facility and the Loans at the time owing to it under such Facility or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and
(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided , however , that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;
(ii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis;
(iii) Required Consents . No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:
(A) the consent of the Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender with a commitment in respect of the applicable facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender;
 
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(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Acquisition Commitment or Revolving Credit Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Acquisition Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund;
(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and
(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility.
(iv) Assignment and Assumption . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
(v) No Assignment to Borrowers . No such assignment shall be made to any Borrower or any Borrower’s Affiliates or Subsidiaries.
(vi) No Assignment to Natural Persons . No such assignment shall be made to a natural person.
Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01 , 3.04 , 3.05 and 11.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrowers (at their expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.06(d) .
 
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(c) Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(d) Participations . Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person or any Borrower or any Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.01 that affects such Participant. Subject to subsection (e)  of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01 , 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.06(b) . To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.
(e) Limitations upon Participant Rights . A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) as though it were a Lender.
(f) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
 
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(g) Electronic Execution of Assignments . The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the fullest extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
(h) Resignation as L/C Issuer or Swing Line Lender after Assignment . Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Credit Commitment and Revolving Credit Loans pursuant to Section 11.06(b) , Bank of America may, (i) upon 30 days’ notice to the Borrowers and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrowers, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrowers shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided , however , that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c) ). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c) . Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.
11.07 Treatment of Certain Information; Confidentiality . Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in
 
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connection with the exercise of any remedies hereunder or under any other Credit Document or any action or proceeding relating to this Agreement or any other Credit Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c) or Section 2.15(c) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to any Borrower and its obligations, (g) with the written consent of the Borrowers or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrowers.
For purposes of this Section, “ Information ” means all information received from any Credit Party or any Subsidiary thereof relating to any Credit Party or any Subsidiary thereof or their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by any Credit Party or any Subsidiary thereof, provided that, in the case of information received from a Credit Party or any such Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning any Credit Party or any Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.
11.08 Right of Setoff . If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of any Borrower or any other Credit Party against any and all of the obligations of any Borrower or any other Credit Party now or hereafter existing under this Agreement or any other Credit Document to such Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Credit Document and although such obligations of such Borrower or such Credit Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies
 
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(including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
11.09 Interest Rate Limitation . Notwithstanding anything to the contrary contained in any Credit Document, the interest paid or agreed to be paid under the Credit Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the fullest extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
11.10 Counterparts; Integration; Effectiveness . This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Credit Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01 , this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or by electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.
11.11 Survival of Representations and Warranties . All representations and warranties made hereunder and in any other Credit Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
11.12 Severability . If any provision of this Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Credit Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
 
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11.13 Replacement of Lenders . If any Lender requests compensation under Section 3.04 , or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 , or if any Lender is a Defaulting Lender or if any other circumstance exists under Section 11.01 or elsewhere hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Borrowers may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06 ), all of its interests, rights and obligations under this Agreement and the related Credit Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 11.06(b) ;
(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Credit Documents (including any amounts under Section 3.05 ) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);
(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01 , such assignment will result in a reduction in such compensation or payments thereafter; and
(d) such assignment does not conflict with applicable Laws.
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.
11.14 Governing Law; Jurisdiction; Etc . (a) GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF PENNSYLVANIA.
(b) SUBMISSION TO JURISDICTION . EACH BORROWER AND EACH OTHER CREDIT PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF PENNSYLVANIA SITTING IN PHILADELPHIA COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE EASTERN DISTRICT OF PENNSYLVANIA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT
 
133

OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH PENNSYLVANIA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER CREDIT DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AGAINST ANY BORROWER OR ANY OTHER CREDIT PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.
(c) WAIVER OF VENUE . EACH BORROWER AND EACH OTHER CREDIT PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
(d) SERVICE OF PROCESS . EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.02 . NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW
11.15 Waiver of Jury Trial . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
 
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11.16 No Advisory or Fiduciary Responsibility . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Credit Document), each Credit Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent and the Arranger, are arm’s-length commercial transactions among the Credit Parties, on the one hand, and the Administrative Agent and the Arranger, on the other hand, (B) each Credit Party has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each Credit Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Credit Documents; (ii) (A) the Administrative Agent and the Arranger each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each Credit Party or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent nor the Arranger has any obligation to any Credit Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Credit Documents; and (iii) the Administrative Agent and the Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of any Credit Party and their respective Affiliates, and neither the Administrative Agent nor the Arranger has any obligation to disclose any of such interests to any Credit Party or any of their respective Affiliates. To the fullest extent permitted by law, any Credit Party hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.
11.17 USA PATRIOT Act Notice . Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Credit Party that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”), it is required to obtain, verify and record information that identifies such Credit Party, which information includes the name and address of such Credit Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Credit Party in accordance with the Act.
11.18 Effect on Existing Credit Agreement . Notwithstanding that this Agreement is amending and restating the Existing Credit Agreement as of the Closing Date, nothing contained herein shall be deemed to cause a novation of any transfers, conveyances or transactions which were effected under the Existing Credit Agreement, or of any Obligations, including, without limitation, the Indebtedness evidenced by the Notes issued pursuant thereto and the security interests granted pursuant to the Security Documents.
 
135

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Credit Agreement to be duly executed as of the date first above written.

General Partner :	
	
STONEMOR GP LLC	
		
By:	 	/s/ Paul Waimberg	
Name:	 	Paul Waimberg	
Title:	 	Vice President	
	
Partnership :	
	
STONEMOR PARTNERS L.P.	
By:	 	STONEMOR GP LLC	
	 	its General Partner	
		
By:	 	/s/ Paul Waimberg	
Name:	 	Paul Waimberg	
Title:	 	Vice President	
	
Operating Company :	
	
STONEMOR OPERATING LLC	
		
By:	 	/s/ Paul Waimberg	
Name:	 	Paul Waimberg	
Title:	 	Vice President	
Credit Parties Signature Page
 
S-1

Additional Credit Parties
Alleghany Memorial Park LLC
Alleghany Memorial Park Subsidiary, Inc.
Altavista Memorial Park LLC
Altavista Memorial Park Subsidiary, Inc.
Arlington Development Company
Augusta Memorial Park Perpetual Care Company
Bedford County Memorial Park LLC
Bedford County Memorial Park Subsidiary LLC
Bethel Cemetery Association
Beth Israel Cemetery Association of Woodbridge, New Jersey
Birchlawn Burial Park LLC
Birchlawn Burial Park Subsidiary, Inc.
Blue Ridge Memorial Gardens LLC
Blue Ridge Memorial Gardens Subsidiary LLC
Butler County Memorial Park LLC
Butler County Memorial Park Subsidiary, Inc.
Cedar Hill Funeral Home, Inc.
Cemetery Investments LLC
Cemetery Investments Subsidiary, Inc.
Cemetery Management Services, L.L.C.
Cemetery Management Services of Mid-Atlantic States, L.L.C.
Cemetery Management Services of Ohio, L.L.C.
Cemetery Management Services of Pennsylvania, L.L.C.
Chartiers Cemetery LLC
Chartiers Cemetery Subsidiary LLC
Clover Leaf Park Cemetery Association
CMS West LLC
CMS West Subsidiary LLC
Columbia Memorial Park LLC
Columbia Memorial Park Subsidiary, Inc.
The Coraopolis Cemetery LLC
The Coraopolis Cemetery Subsidiary LLC
Cornerstone Family Insurance Services, Inc.
Cornerstone Family Services of New Jersey, Inc.
Cornerstone Family Services of West Virginia LLC
Cornerstone Family Services of West Virginia Subsidiary, Inc.
Cornerstone Funeral and Cremation Services LLC
Covenant Acquisition LLC
Covenant Acquisition Subsidiary, Inc.
Crown Hill Cemetery Association
Eloise B. Kyper Funeral Home, Inc.
Glen Haven Memorial Park LLC
Glen Haven Memorial Park Subsidiary, Inc.
Green Lawn Memorial Park LLC

		
By:	 	/s/ Paul Waimberg	
Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties	
Amended and Restated Credit Agreement
Additional Credit Parties Signature Page
 
S-2

Green Lawn Memorial Park Subsidiary LLC
Henlopen Memorial Park LLC
Henlopen Memorial Park Subsidiary, Inc.
Henry Memorial Park LLC
Henry Memorial Park Subsidiary, Inc.
J.V. Walker LLC
J.V. Walker Subsidiary LLC
Juniata Memorial Park LLC
Juniata Memorial Park Subsidiary LLC
KIRIS LLC
KIRIS Subsidiary, Inc.
Lakewood/Hamilton Cemetery LLC
Lakewood/Hamilton Cemetery Subsidiary, Inc.
Lakewood Memory Gardens South LLC
Lakewood Memory Gardens South Subsidiary, Inc.
Laurel Hill Memorial Park LLC
Laurel Hill Memorial Park Subsidiary, Inc.
Laurelwood Cemetery LLC
Laurelwood Cemetery Subsidiary LLC
Laurelwood Holding Company
Legacy Estates, Inc.
Locustwood Cemetery Association
Loewen [Virginia] LLC
Loewen [Virginia] Subsidiary, Inc.
Lorraine Park Cemetery LLC
Lorraine Park Cemetery Subsidiary, Inc.
Melrose Land LLC
Melrose Land Subsidiary LLC
Modern Park Development LLC
Modern Park Development Subsidiary, Inc.
Morris Cemetery Perpetual Care Company
Mount Lebanon Cemetery LLC
Mount Lebanon Cemetery Subsidiary LLC
Mt. Airy Cemetery LLC
Mt. Airy Cemetery Subsidiary LLC
Oak Hill Cemetery LLC
Oak Hill Cemetery Subsidiary, Inc.
Osiris Holding Finance Company
Osiris Holding of Maryland LLC
Osiris Holding of Maryland Subsidiary, Inc.
Osiris Holding of Pennsylvania LLC
Osiris Holding of Pennsylvania Subsidiary LLC
Osiris Holding of Rhode Island LLC
Osiris Holding of Rhode Island Subsidiary, Inc.

		
By:	 	/s/ Paul Waimberg	
Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties	
Amended and Restated Credit Agreement
Additional Credit Parties Signature Page
 
S-3

Osiris Management, Inc.
Osiris Telemarketing Corp.
Perpetual Gardens.Com, Inc.
The Prospect Cemetery LLC
The Prospect Cemetery Subsidiary LLC
Prospect Hill Cemetery LLC
Prospect Hill Cemetery Subsidiary LLC
PVD Acquisitions LLC
PVD Acquisitions Subsidiary, Inc.
Riverside Cemetery LLC
Riverside Cemetery Subsidiary LLC
Riverview Memorial Gardens LLC
Riverview Memorial Gardens Subsidiary LLC
Rockbridge Memorial Gardens LLC
Rockbridge Memorial Gardens Subsidiary Company
Rolling Green Memorial Park LLC
Rolling Green Memorial Park Subsidiary LLC
Rose Lawn Cemeteries LLC
Rose Lawn Cemeteries Subsidiary, Incorporated
Roselawn Development LLC
Roselawn Development Subsidiary Corporation
Russell Memorial Cemetery LLC
Russell Memorial Cemetery Subsidiary, Inc.
Shenandoah Memorial Park LLC
Shenandoah Memorial Park Subsidiary, Inc.
Southern Memorial Sales LLC
Southern Memorial Sales Subsidiary, Inc.
Springhill Memory Gardens LLC
Springhill Memory Gardens Subsidiary, Inc.
Star City Memorial Sales LLC
Star City Memorial Sales Subsidiary, Inc.
Stephen R. Haky Funeral Home, Inc.
Stitham LLC
Stitham Subsidiary, Incorporated
StoneMor Alabama LLC
StoneMor Alabama Subsidiary, Inc.
StoneMor Colorado LLC
StoneMor Colorado Subsidiary LLC
StoneMor Georgia LLC
StoneMor Georgia Subsidiary, Inc.
StoneMor Illinois LLC
StoneMor Illinois Subsidiary LLC
StoneMor Indiana LLC
StoneMor Indiana Subsidiary LLC
StoneMor Kansas LLC

		
By:	 	/s/ Paul Waimberg	
Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties	
Amended and Restated Credit Agreement
Additional Credit Parties Signature Page
 
S-4

StoneMor Kansas Subsidiary LLC
StoneMor Kentucky LLC
StoneMor Kentucky Subsidiary LLC
StoneMor Michigan LLC
StoneMor Michigan Subsidiary LLC
StoneMor Missouri LLC
StoneMor Missouri Subsidiary LLC
StoneMor North Carolina LLC
StoneMor North Carolina Funeral Services, Inc.
StoneMor North Carolina Subsidiary LLC
StoneMor Oregon LLC
StoneMor Oregon Subsidiary LLC
StoneMor Pennsylvania LLC
StoneMor Pennsylvania Subsidiary LLC
StoneMor Washington, Inc.
StoneMor Washington Subsidiary LLC
Sunset Memorial Gardens LLC
Sunset Memorial Gardens Subsidiary, Inc.
Sunset Memorial Park LLC
Sunset Memorial Park Subsidiary, Inc.
Temple Hill LLC
Temple Hill Subsidiary Corporation
Tioga County Memorial Gardens LLC
Tioga County Memorial Gardens Subsidiary LLC
Tri-County Memorial Gardens LLC
Tri-County Memorial Gardens Subsidiary LLC
Twin Hills Memorial Park and Mausoleum LLC
Twin Hills Memorial Park and Mausoleum Subsidiary LLC
The Valhalla Cemetery Company LLC
The Valhalla Cemetery Subsidiary Corporation
Virginia Memorial Service LLC
Virginia Memorial Service Subsidiary Corporation
WNCI LLC
W N C Subsidiary, Inc.
Westminster Cemetery LLC
Westminster Cemetery Subsidiary LLC
Wicomico Memorial Parks LLC
Wicomico Memorial Parks Subsidiary, Inc.
Willowbrook Management Corp.
Woodlawn Memorial Gardens LLC
Woodlawn Memorial Gardens Subsidiary LLC
Woodlawn Memorial Park LLC
Woodlawn Memorial Park Subsidiary LLC

		
By:	 	/s/ Paul Waimberg	
Paul Waimberg, as Vice President of Finance for each of the above-named Credit Parties	
Amended and Restated Credit Agreement
Additional Credit Parties Signature Page
 
S-5

			
BANK OF AMERICA, N.A., as	
Administrative Agent	
		
By:	 	/s/ Kenneth G. Wood	
Name:	 	Kenneth G. Wood	
Title:	 	Senior Vice President	
	
BANK OF AMERICA, N.A., as a Lender,	
L/C Issuer and Swing Line Lender	
		
By:	 	/s/ Kenneth G. Wood	
Name:	 	Kenneth G. Wood	
Title:	 	Senior Vice President	
Amended and Restated Credit Agreement
Lender Signature Page
 
S-6

			
SOVEREIGN BANK	
		
By:	 	/s/ Karl F. Schultz	
Name:	 	Karl F. Schultz	
Title:	 	Vice President	
Amended and Restated Credit Agreement
Lender Signature Page
 
S-7

			
COMMERCE BANK, N.A.	
		
By:	 	/s/ Peter L. Davis	
Name:	 	Peter L. Davis	
Title:	 	Senior Vice President	
Amended and Restated Credit Agreement
Lender Signature Page
 
S-8
 
Exhibit 10.2

STONEMOR GP LLC,
STONEMOR PARTNERS L.P.,
STONEMOR OPERATING LLC, and
EACH OF THE SUBSIDIARY ISSUERS
LISTED ON THE SIGNATURE PAGES HEREOF

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

Dated as of August 15, 2007
Up to $150,000,000 Uncommitted Private Shelf Facility

TABLE OF CONTENTS

 	 	 	  	 	  	Page	
1.	 	AMENDMENT AND RESTATEMENT; AUTHORIZATION OF SHELF NOTES; THE GUARANTEES AND
SECURITY FOR THE SHELF NOTES	  	2	
				
	 	1.1.	  	Prior Issuances	  	2	
	 	1.2.	  	Authorization of Amendment and Restatement of Existing Note Agreement	  	2	
	 	1.3.	  	Exchange of Existing Series A Notes	  	2	
	 	1.4.	  	Authorization of Issue of Series B Notes	  	3	
	 	1.5.	  	Authorization of Issue of Shelf Notes	  	3	
	 	1.6.	  	The General Partner/Parent Guarantee	  	4	
	 	1.7.	  	Security for the Shelf Notes	  	4	
			
2.	 	PURCHASE AND SALE OF SHELF NOTES	  	4	
				
	 	2.1.	  	Facility	  	4	
	 	2.2.	  	Issuance Period	  	5	
	 	2.3.	  	Periodic Spread Information	  	5	
	 	2.4.	  	Request for Purchase	  	6	
	 	2.5.	  	Rate Quotes	  	6	
	 	2.6.	  	Acceptance	  	7	
	 	2.7.	  	Market Disruption	  	7	
	 	2.8.	  	Facility Closings	  	8	
	 	2.9.	  	Fees	  	9	
			
3.	 	PURCHASE OF SERIES B NOTES; THE CLOSING	  	12	
			
4.	 	CONDITIONS TO CLOSING	  	12	
				
	 	4.1.	  	Amendment and Restatement; Series B Notes Closing	  	12	
	 	4.2.	  	Conditions to Closing Each Purchase of Shelf Notes Following the Series B Closing Date	  	17	
			
5.	 	REPRESENTATIONS AND WARRANTIES	  	19	
				
	 	5.1.	  	Existence, Qualification and Power	  	19	
	 	5.2.	  	Authorization; No Contravention	  	19	
	 	5.3.	  	Governmental Authorization; Other Consents	  	20	
	 	5.4.	  	Binding Effect	  	20	
	 	5.5.	  	Financial Statements; No Material Adverse Effect	  	21	
	 	5.6.	  	Litigation	  	21	
	 	5.7.	  	No Default	  	22	
	 	5.8.	  	Ownership of Property; Liens; Investments	  	22	
	 	5.9.	  	Environmental Compliance	  	23	
	 	5.10.	  	Insurance	  	23	
	 	5.11.	  	Taxes	  	24	
	 	5.12.	  	ERISA Compliance	  	24	
 
i

TABLE OF CONTENTS
(continued)

 	 	 	  	 	  	Page	
	 	5.13.	  	Subsidiaries; Equity Interests; Credit Parties	  	25	
	 	5.14.	  	Use of Proceeds; Margin Regulations; Investment Company Act; Federal Power Act	  	26	
	 	5.15.	  	Disclosure	  	26	
	 	5.16.	  	Compliance with Laws	  	27	
	 	5.17.	  	Intellectual Property; Licenses, Etc.	  	27	
	 	5.18.	  	Solvency	  	27	
	 	5.19.	  	Casualty, Etc.	  	27	
	 	5.20.	  	Labor Matters	  	27	
	 	5.21.	  	Security Documents	  	28	
	 	5.22.	  	Capitalization	  	28	
	 	5.23.	  	Common Enterprise	  	28	
	 	5.24.	  	Compliance with Cemetery Laws	  	29	
	 	5.25.	  	Private Offering by the Company	  	29	
	 	5.26.	  	Foreign Assets Control Regulations, etc.	  	29	
			
6.	 	REPRESENTATIONS OF THE PURCHASERS	  	30	
				
	 	6.1.	  	Purchase for Investment	  	30	
	 	6.2.	  	Source of Funds	  	30	
			
7.	 	INFORMATION AS TO THE PARENT AND THE ISSUERS	  	32	
				
	 	7.1.	  	Information Covenants	  	32	
	 	7.2.	  	Certificates; Other Information	  	33	
	 	7.3.	  	Notices	  	35	
	 	7.4.	  	Inspection	  	36	
			
8.	 	PAYMENT AND PREPAYMENT OF SHELF NOTES	  	36	
				
	 	8.1.	  	Payment at Maturity	  	36	
	 	8.2.	  	Mandatory Prepayment From Available Proceeds	  	37	
	 	8.3.	  	Optional Prepayments	  	39	
	 	8.4.	  	Notice of Prepayments	  	40	
	 	8.5.	  	Allocation of Partial Prepayments	  	40	
	 	8.6.	  	Maturity; Surrender, etc.	  	40	
	 	8.7.	  	Shelf Note Purchase Prohibition	  	40	
	 	8.8.	  	Make-Whole Amount	  	41	
			
9.	 	AFFIRMATIVE COVENANTS	  	42	
				
	 	9.1.	  	Payment of Obligations	  	42	
	 	9.2.	  	Preservation of Existence, Etc.	  	42	
	 	9.3.	  	Maintenance of Properties	  	42	
	 	9.4.	  	Maintenance of Insurance	  	43	
	 	9.5.	  	Compliance with Laws	  	43	
	 	9.6.	  	Books and Records	  	44	
 
ii

TABLE OF CONTENTS
(continued)

 	 	 	  	 	  	Page	
	 	9.7.	  	Use of Proceeds	  	44	
	 	9.8.	  	Covenant to Become Issuer and Give Security	  	44	
	 	9.9.	  	Compliance with Environmental Laws	  	46	
	 	9.10.	  	Preparation of Environmental Reports	  	47	
	 	9.11.	  	Further Assurances	  	47	
	 	9.12.	  	Compliance with Terms of Leaseholds	  	47	
	 	9.13.	  	Material Contracts	  	48	
	 	9.14.	  	Maintenance of Company Separateness	  	48	
	 	9.15.	  	Maintenance of Trust Funds and Trust Accounts	  	48	
	 	9.16.	  	Amendment to Credit Agreement Documents Covenants	  	48	
			
10.	 	NEGATIVE COVENANTS	  	49	
				
	 	10.1.	  	Liens	  	49	
	 	10.2.	  	Indebtedness	  	50	
	 	10.3.	  	Investments	  	52	
	 	10.4.	  	Fundamental Changes	  	54	
	 	10.5.	  	Dispositions	  	55	
	 	10.6.	  	Restricted Payments; Equity Issuances	  	56	
	 	10.7.	  	Change in Nature of Business	  	57	
	 	10.8.	  	Transactions with Affiliates	  	57	
	 	10.9.	  	Burdensome Agreements	  	57	
	 	10.10.	  	Use of Proceeds	  	57	
	 	10.11.	  	Financial Covenants	  	58	
	 	10.12.	  	Amendment of Partnership Units and Organizational Documents	  	58	
	 	10.13.	  	Accounting Changes	  	58	
	 	10.14.	  	Prepayments, Etc. of Indebtedness	  	58	
	 	10.15.	  	Amendment of Finance Documents and Indebtedness	  	59	
	 	10.16.	  	Holding Company	  	59	
	 	10.17.	  	Trust Funds	  	60	
			
11.	 	EVENTS OF DEFAULT	  	60	
			
12.	 	REMEDIES ON DEFAULT, ETC.	  	63	
				
	 	12.1.	  	Acceleration	  	63	
	 	12.2.	  	Other Remedies	  	63	
	 	12.3.	  	Rescission	  	63	
	 	12.4.	  	No Waivers or Election of Remedies, Expenses, etc.	  	64	
			
13.	 	REGISTRATION; EXCHANGE; SUBSTITUTION OF SHELF NOTES	  	64	
				
	 	13.1.	  	Registration of Shelf Notes	  	64	
	 	13.2.	  	Transfer and Exchange of Shelf Notes	  	64	
	 	13.3.	  	Replacement of Shelf Notes	  	65	
 
iii

TABLE OF CONTENTS
(continued)

 	 	 	  	 	  	Page	
			
14.	 	PAYMENTS ON SHELF NOTES	  	65	
				
	 	14.1.	  	Place of Payment	  	65	
	 	14.2.	  	Note Payments	  	65	
			
15.	 	EXPENSES, ETC.	  	66	
				
	 	15.1.	  	Transaction Expenses, etc.	  	66	
	 	15.2.	  	Survival	  	67	
			
16.	 	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT	  	67	
			
17.	 	AMENDMENT AND WAIVER	  	67	
				
	 	17.1.	  	Requirements	  	67	
	 	17.2.	  	Solicitation of Holders of Shelf Notes	  	68	
	 	17.3.	  	Binding Effect, etc.	  	68	
	 	17.4.	  	Shelf Notes held by Issuers, etc.	  	68	
			
18.	 	NOTICES	  	69	
			
19.	 	REPRODUCTION OF DOCUMENTS	  	69	
			
20.	 	CONFIDENTIAL INFORMATION	  	70	
			
21.	 	SUBSTITUTION OF PURCHASER	  	71	
			
22.	 	MISCELLANEOUS	  	71	
				
	 	22.1.	  	Successors and Assigns	  	71	
	 	22.2.	  	Payments Due on Non-Business Days	  	71	
	 	22.3.	  	Jurisdiction and Process; Waiver of Jury Trial	  	71	
	 	22.4.	  	Construction	  	72	
	 	22.5.	  	Counterparts	  	72	
	 	22.6.	  	Accounting Terms; Changes in GAAP	  	72	
	 	22.7.	  	Indemnification	  	73	
	 	22.8.	  	Governing Law	  	74	
	 	22.9.	  	Severability	  	74	
			
23.	 	ISSUERS’ LIABILITY FOR PAYMENTS	  	75	
				
	 	23.1.	  	Joint and Several Liability	  	75	
	 	23.2.	  	Rights of Contribution	  	75	
	 	23.3.	  	Interest Rate Limitation	  	76	
 
iv

TABLE OF CONTENTS
(continued)

SCHEDULE A	  	—	  	Information Relating to Purchasers	
			
SCHEDULE A-1	  	—	  	Information Relating to Existing Series A Notes	
			
SCHEDULE B	  	—	  	Defined Terms	
			
SCHEDULE B-1	  	—	  	Authorized Officers	
			
SCHEDULE 2.9	  	—	  	Fee Payment Instructions	
			
SCHEDULE 4.1(d)(iii)	  	—	  	Local Counsel	
			
SCHEDULE 5.8(c)	  	—	  	Real Property Owned By Each Credit Party and its Subsidiaries	
			
SCHEDULE 5.8(d)(i)	  	—	  	Real Property Under Which A Credit Party or its Subsidiaries is a Lessee	
			
SCHEDULE 5.8(d)(ii)	  	—	  	Real Property Under Which a Credit Party or its Subsidiaries is a Lessor	
			
SCHEDULE 5.8(e)	  	—	  	Existing Investments	
			
SCHEDULE 5.9	  	—	  	Environmental Compliance	
			
SCHEDULE 5.12(d)	  	—	  	Multiemployer Plans	
			
SCHEDULE 5.13(a)	  	—	  	Subsidiaries of the Credit Parties
Ownership of Subsidiary Equity Interests
Organization of Credit Parties	
			
SCHEDULE 5.13(c)	  	—	  	Ownership of Issuer Equity Interests	
			
SCHEDULE 5.14(a)	  		  	Existing Indebtedness	
			
SCHEDULE 5.17	  	—	  	Intellectual Property; Licenses, etc.	
 
v

TABLE OF CONTENTS
(continued)

EXHIBIT A-1	  	—	  	Form of 7.66% Series A Senior Secured Note due September 20, 2009	
			
EXHIBIT A-2	  	—	  	Form of 9.34% Series B Senior Secured Note due August 15, 2012	
			
EXHIBIT A-3	  	—	  	Form of Shelf Note	
			
EXHIBIT 1.6	  	—	  	General Partner/Parent Guarantee	
			
EXHIBIT 1.7(a)	  	—	  	Security Agreement	
			
EXHIBIT 1.7(b)	  	—	  	Pledge Agreement	
			
EXHIBIT 2.4	  	—	  	Form of Request for Purchase	
			
EXHIBIT 2.6	  	—	  	Form of Confirmation of Acceptance	
			
EXHIBIT 4.1(d)(ii)	  	—	  	Form of Opinion of Blank Rome LLP, Counsel for the Credit Parties	
			
EXHIBIT 4.1(d)(iii)	  	—	  	Form of Opinion of Each Local Counsel to the Credit Parties	
			
EXHIBIT 4.1(e)	  	—	  	Form of Confirmation and Reaffirmation of General Partner/Parent Guarantee	
			
EXHIBIT 4.1(g)	  	—	  	Form of Amended and Restated Intercreditor Agreement	
			
EXHIBIT 4.1(h)(i)	  	—	  	Form of Confirmation Agreement	
			
EXHIBIT 4.1(h)(ii)	  	—	  	Form of Modification	
			
EXHIBIT 4.1(k)(iv)	  	—	  	Form of Compliance Certificate	
			
EXHIBIT 4.2(a)(v)	  		  	Form of Shelf Opinion	
			
EXHIBIT 10.2(h)	  	—	  	Form of Subordination Provisions in respect of Seller Subordinated Debt	
 
vi

STONEMOR GP LLC,
STONEMOR PARTNERS L.P.,
STONEMOR OPERATING LLC, and
EACH OF THE SUBSIDIARY ISSUERS
LISTED ON THE SIGNATURE PAGES HEREOF
155 Rittenhouse Circle
Bristol, PA 19007
(215) 826-2800
AMENDED AND RESTATED NOTE PURCHASE AGREEMENT
Up to $150,000,000 Uncommitted Private Shelf Facility
New York, New York
as of August 15, 2007
Prudential Investment Management Inc.
The Prudential Insurance Company of America
Prudential Retirement Insurance and Annuity Company
Each Affiliate (as hereinafter defined) of Prudential
Investment Management Inc. which becomes bound
by certain provisions of this Agreement (as hereinafter defined)
c/o Prudential Capital Group
1114 Avenue of the Americas, 30th Floor
New York, NY 10036
iStar Financial Inc.
SFT I, Inc.
Each Affiliate of iStar Financial Inc. which becomes
bound by certain provisions of this Agreement
1114 Avenue of the Americas
New York, NY 10036
Ladies and Gentlemen:
The undersigned, STONEMOR GP LLC, a Delaware limited liability company (the “ General Partner ”), STONEMOR PARTNERS L.P., a Delaware limited partnership (the “ Parent ”), STONEMOR OPERATING LLC, a Delaware limited liability company (the “ Company ”), and each other Subsidiary of the Parent listed on the signature pages hereof under the heading “Subsidiary Issuers” (individually a “ Subsidiary Issuer ” and collectively the “ Subsidiary Issuers ”; and the Subsidiary Issuers and the Company individually an “ Issuer ” and collectively the “ Issuers ”) hereby agree with each of you (individually a “ Purchaser ” and collectively the

“ Purchasers ”) as set forth below. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement; references to Sections are, unless otherwise specified, to Sections of this Agreement.
 
1.	AMENDMENT AND RESTATEMENT; AUTHORIZATION OF SHELF NOTES; THE GUARANTEES AND SECURITY FOR THE SHELF NOTES.	
 
 	1.1.	Prior Issuances.	
Pursuant to that certain Note Purchase Agreement, dated as of September 20, 2004, by and between the Company and each of the parties listed on Schedule A thereto as holders of the Series A Notes (the “ Series A Holders ”) (as amended by that certain First Amendment to Note Purchase Agreement, dated as of November 12, 2004 and as in effect immediately prior to the Series B Closing Date, the “ Existing Note Agreement ”), the Company issued $80,000,000 aggregate principal amount of its 7.66% Senior Secured Notes due September 20, 2009 (the “ Existing Series A Notes ”). The Existing Series A Notes are currently outstanding and held (beneficially or of record) by the Series A Holders. The Company has requested that the Series A Holders agree to amend various provisions of the Existing Note Agreement. The Series A Holders have, subject to the satisfaction of the conditions set forth in Section 4 of this Agreement, consented to such request. The mutual agreement of the parties as to such matters is set forth in the amendment and restatement of the Existing Note Agreement and the Existing Series A Notes provided for in this Agreement.
 
 	1.2.	Authorization of Amendment and Restatement of Existing Note Agreement.	
Subject to the satisfaction of the conditions precedent set forth in Section 4 of this Agreement, each Series A Holder, by its execution of this Agreement, hereby agrees and consents to the amendment and restatement in its entirety of the Existing Note Agreement by this Agreement, and the Existing Note Agreement shall be deemed so amended and restated. Subject to the satisfaction of the conditions set forth in Section 4 of this Agreement, each Series A Holder, by its execution of this Agreement, hereby agrees and consents to the amendment and restatement in their entirety of the Existing Series A Notes, on the terms set forth in Section 1.3. Notwithstanding the foregoing, the representations and warranties set forth in Section 5 and Section 6 of the Existing Note Agreement shall be deemed to survive the amendment and restatement of the Existing Note Agreement, and the representations and warranties set forth in Section 5 and Section 6 of this Agreement shall be deemed to be additional representations and warranties made as of the date of this Agreement. The provisions of Section 1 through 3 (inclusive) of the Existing Note Agreement, insofar as they apply to the original issuance of the Existing Series A Notes on the Effective Date, shall be deemed to survive the amendment and restatement of the Existing Note Agreement.
 
 	1.3.	Exchange of Existing Series A Notes.	
The Existing Series A Notes, as amended and restated by Exhibit A-1 to this Agreement, shall be hereinafter referred to, individually, as a “ Series A Note ” and, collectively, as the “ Series A Notes .” Any Series A Note issued on or after the Series B Closing Date shall be in the form of Exhibit A-1 to this Agreement.
 
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On or before the Series B Closing Date, the Issuers will deliver to the holders’ special counsel, Bingham McCutchen LLP at One State Street, Hartford, CT 06103, one or more Series A Notes, in the denominations specified below such Series A Holder’s name on Schedule A-1 hereto, dated as of the most recent interest payment in respect thereof, and payable to such Series A Holder or as otherwise indicated on Schedule A hereto, against delivery by such Series A Holders of the Existing Series A Notes identified as held by such Series A Holder on Schedule A-1 hereto (or notice of lost note in accordance with Section 13.3) on or before the Series B Closing Date to Bingham McCutchen LLP at One State Street, Hartford, CT 06103. On the Series B Closing Date, Bingham McCutchen LLP will forward each of the Series A Notes to the Series A Holders as directed in Schedule A hereto and the Existing Series A Notes (or the notice of lost note) to the Company for cancellation. All amounts owing under, and evidenced by, the Existing Series A Notes as of the Series B Closing Date shall continue to be outstanding under, and shall after the Series B Closing Date be evidenced by, the Series A Notes, and shall be repayable in accordance with this Agreement and the Series A Notes.
 
 	1.4.	Authorization of Issue of Series B Notes.	
The Issuers will authorize the issue of their senior secured promissory notes (the “ Series B Notes ”) in the aggregate principal amount of $35,000,000, to be dated the date of issue thereof, to mature August 15, 2012, to bear interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 9.34% per annum and on overdue principal, Make-Whole Amount and interest at the rate specified therein, and to be substantially in the form of Exhibit A-2 attached hereto. The Series B Notes shall constitute Shelf Notes hereunder and the terms “ Series B Note ” and “ Series B Notes ” as used herein shall include each Series B Note delivered pursuant to any provision of this Agreement and each Series B Note delivered in substitution or exchange for any such Series B Note pursuant to any such provision.
 
 	1.5.	Authorization of Issue of Shelf Notes.	
The Issuers will authorize the issue of their senior promissory notes (the “ Shelf Notes ”) in the aggregate principal amount of up to $150,000,000 (inclusive of the Series A Notes and the Series B Notes), to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 5 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 5 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to Section 2.6, and to be substantially in the form of Exhibit A-3 attached hereto. The terms “ Shelf Note ” and “ Shelf Notes ” as used herein shall include, collectively, each Series A Note, each Series B Note and each other Shelf Note, as applicable, delivered pursuant to any provision of this Agreement (it being understood that the Series A Notes and the Series B Notes shall contain the terms set forth therein and shall have been issued on or prior to the Series B Closing Date), and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to
 
3

any such provision. Shelf Notes which have (i) the same final maturity, (ii) the same principal prepayment dates, (iii) the same principal prepayment amounts (as a percentage of the original principal amount of each Shelf Note), (iv) the same interest rate, (v) the same interest payment periods and (vi) the same date of issuance (which, in the case of a Shelf Note issued in exchange for another Shelf Note, shall be deemed for these purposes to be the date on which such Shelf Note’s ultimate predecessor Shelf Note was issued), are herein called a “ Series ” of Shelf Notes.
 
 	1.6.	The General Partner/Parent Guarantee.	
The obligations of the Issuers under this Agreement and the Shelf Notes will be unconditionally guaranteed by the General Partner and the Parent (of which the Company is a wholly-owned subsidiary) pursuant to a guarantee in the form of Exhibit 1.6 (“ General Partner/Parent Guarantee ”).
 
 	1.7.	Security for the Shelf Notes.	
The Shelf Notes will be secured by the Collateral on the terms set forth in the Security Documents, including, inter alia (a) that certain Security Agreement, dated the Effective Date, between the Credit Parties and the Collateral Agent, in the form of Exhibit 1.7(a) (as amended by the Confirmation Agreement and as further amended, restated, modified, extended, renewed, replaced or supplemented from time to time, the “ Security Agreement ”), (b) that certain Pledge Agreement, dated the Effective Date, between the Credit Parties and the Collateral Agent, in the form of Exhibit 1.7(b) (as amended by the Confirmation Agreement and as further amended, restated, modified, extended, renewed, replaced or supplemented from time to time, the “ Pledge Agreement ”) and (c) the Mortgages, and the respective rights of the holders of the Shelf Notes and the Lenders with respect to the Collateral and other matters shall be governed by the Intercreditor Agreement.
 
2.	PURCHASE AND SALE OF SHELF NOTES.	
 
 	2.1.	Facility.	
Prudential and iStar are willing to consider, in their respective sole discretion and within limits which may be authorized for purchase by them or their Affiliates from time to time following the Series B Closing Date, the purchase of Shelf Notes by them or their Affiliates pursuant to this Agreement. The willingness of Prudential and iStar to consider such purchase of Shelf Notes is herein called the “ Facility ”. With respect to purchases by Prudential or Prudential Affiliates, at any time, the remainder of $75,000,000 minus the aggregate principal amount of Shelf Notes purchased and sold to Prudential or one of its Affiliates pursuant to this Agreement prior to such time minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder to Prudential or one of its Affiliates prior to such time, is herein called the “ Prudential Available Facility Amount ” at such time, and with respect to purchases by iStar or one of its Affiliates at any time, the remainder of $75,000,000, minus the aggregate principal amount of Shelf Notes purchased and sold to iStar or one of its Affiliates pursuant to this Agreement prior to such time minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder to iStar or one of its Affiliates prior to such time, is herein called
 
4

the “ iStar Available Facility Amount ” at such time. Notwithstanding the foregoing, in determining the Prudential Available Facility Amount or the iStar Available Facility Amount, as applicable, the Series A Notes that have been paid or prepaid in full or in part shall, to the extent of such payment or prepayment, be excluded from the determination of the aggregate principal amount of Shelf Notes purchased hereunder.
NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL AND iSTAR TO CONSIDER PURCHASES OF SHELF NOTES BY THEM OR THEIR AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL, iSTAR NOR ANY OF THEIR RESPECTIVE AFFILIATES SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL, iSTAR OR ANY OF THEIR RESPECTIVE AFFILIATES.
 
 	2.2.	Issuance Period.	
Shelf Notes may be issued and sold pursuant to this Agreement from time to time following the Series B Closing Date until the earlier of (a) the third anniversary of the date of this Agreement (or if such anniversary is not a Business Day, the Business Day next preceding such anniversary) and (b) the thirtieth day after either Prudential or iStar shall have given to the Company and either Prudential or iStar (whichever shall not have given such notice), or the Company shall have given to both Prudential and iStar, written notice stating that it elects to terminate the issuance and sale of Shelf Notes pursuant to this Agreement (or if such thirtieth day is not a Business Day, the Business Day next preceding such thirtieth day). The period during which Shelf Notes may be issued and sold pursuant to this Agreement is herein called the “ Issuance Period ”.
 
 	2.3.	Periodic Spread Information.	
Provided no Default or Event of Default exists, not later than 9:30 A.M. (New York City local time) on a Business Day during the Issuance Period, the Company may request by telecopier or telephone, and each of Prudential, if there is a Prudential Availability Facility Amount on such Business Day, and iStar, if there is an iStar Availability Facility Amount on such Business Day, will, to the extent reasonably practicable, provide to the Company on such Business Day (or, if such request is received after 9:30 A.M. (New York City local time) on such Business Day, on the following Business Day), information (by telecopier or telephone) with respect to various spreads at which Prudential, iStar or any of their respective Affiliates might be interested in purchasing Shelf Notes of different average lives; provided , however , that the Company may not make such requests more frequently than once in every ten Business Days or such other period as shall be mutually agreed to by the Company, Prudential and iStar. The amount and content of information so provided shall be in the separate sole discretion of each of Prudential and iStar but it is the intent of both to provide information which will be of use to the Company in determining whether to initiate procedures for use of the Facility. Information so provided shall not constitute an offer to purchase Shelf Notes, and neither Prudential, iStar nor any of their respective Affiliates shall be obligated to purchase Shelf Notes at the spreads
 
5

specified. Information so provided shall be representative of potential interest only for the period commencing on the day such information is provided and ending on the earlier of the fifth Business Day after such day and the first day after such day on which further spread information is provided. Each of Prudential and iStar may suspend or terminate providing information pursuant to this Section 2.3 for any reason, including its determination that the credit quality of any Issuer has declined since the date of this Agreement.
 
 	2.4.	Request for Purchase.	
The Company may from time to time during the Issuance Period make requests for purchases of Shelf Notes by delivering a completed request substantially in the form of Exhibit 2.4 (each such request being herein called a “ Request for Purchase ”). Each Request for Purchase shall be made to each of Prudential and iStar by telecopier or overnight delivery service, and shall (a) specify the aggregate principal amount of Shelf Notes covered thereby, which shall not be less than the lesser of $5,000,000 and the undrawn portion of the Available Facility Amount if less than $5,000,000, and not be greater than the Prudential Available Facility Amount, in the case of Prudential, or the iStar Available Facility Amount, in the case of iStar, at the time such Request for Purchase is made, (b) specify the principal amounts, final maturities and principal prepayment dates and amounts of the Shelf Notes covered thereby, (c) specify the use of proceeds of such Shelf Notes, (d) specify the proposed day for the closing of the purchase and sale of such Shelf Notes, which shall be a Business Day during the Issuance Period not less than 10 days and not more than 25 days after the making of such Request for Purchase, (e) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Shelf Notes are to be transferred on the Closing Day for such purchase and sale, (f) certify that the representations and warranties contained in Section 5 are true on and as of the date of such Request for Purchase and that there exists on the date of such Request for Purchase no Event of Default or Default, and (g) be substantially in the form of Exhibit 2.4 attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by both Prudential and iStar. For the avoidance of doubt, the terms of the Requests for Purchase delivered to Prudential and iStar in respect of a particular issuance of Shelf Notes shall be identical.
 
 	2.5.	Rate Quotes.	
Not later than five Business Days after the Company shall have given both Prudential and iStar a Request for Purchase pursuant to Section 2.4, each of Prudential and iStar may, but shall be under no obligation to, provide to the Company by telephone or telecopier, in each case between 9:30 A.M. and 1:30 P.M. New York City local time (or such later time as either may elect) interest rate quotes for the several principal amounts, maturities and principal prepayment schedules of Shelf Notes specified in such Request for Purchase. Each quote shall represent the interest rate per annum payable on such Shelf Notes at which Prudential, iStar or one or more of their respective Affiliates would be willing to purchase such Shelf Notes at 100% of the principal amount thereof. If in response to a Request for Purchase, both Prudential and iStar provide interest rate quotes, then the quotes from Prudential and iStar must be identical or the Company may not accept such quotes pursuant to Section 2.6. If such quotes are not identical, then Prudential and iStar will consult with one another and the Company in an effort to conform the quotes, and will endeavor to provide identical quotes as promptly as possible, provided, however , neither Prudential nor iStar shall have any obligation to agree on or provide identical quotes.
 
6

 	2.6.	Acceptance.	
Within 30 minutes after both Prudential and iStar shall have provided any interest rate quotes pursuant to Section 2.5 or such shorter period as either may specify to the Company (such period herein called the “ Acceptance Window ”), the Company may, subject to Section 2.7, elect to accept such interest rate quotes as to not less than $5,000,000 (or such lesser amount as is equal to the undrawn portion of the Available Facility Amount) aggregate principal amount of the Shelf Notes specified in the related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying Prudential and iStar by telephone or telecopier within the Acceptance Window that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “ Accepted Note ”) as to which such acceptance (herein called an “ Acceptance ”) relates, provided that if both Prudential and iStar have provided interest rate quotes, and there is sufficient availability in both Available Facility Amounts, then the Company must accept 50% of such principal amount from Prudential and 50% from iStar. If there is availability in both Available Facility Amounts, but not sufficient availability for the Company to comply with the preceding sentence, then it shall accept the full amount of the availability from either Prudential or iStar, whichever has the smaller Available Facility Amount, and the balance from the other. If either Prudential or iStar has not provided interest rate quotes and the other has, or there is remaining availability in one Available Facility Amount, but not the other, then the Company may accept the interest rate quotes that have been provided up to the remaining availability in the applicable Available Facility Amount. The day the Company notifies an Acceptance with respect to any Accepted Notes is herein called the “ Acceptance Day ” for such Accepted Notes. Any interest rate quotes as to which Prudential and iStar do not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to Section 2.7 and the other terms and conditions hereof, the Issuers agree to sell to Prudential, iStar or one or more of their respective Affiliates, and Prudential and iStar agree to purchase or cause the purchase by one or more of their respective Affiliates of, the Accepted Notes at 100% of the principal amount of such Shelf Notes. As soon as practicable following the Acceptance Day, the Company and each Purchaser which is to purchase any such Accepted Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit 2.6 attached hereto (herein called a “ Confirmation of Acceptance ”). If the Company should fail to execute and return to Prudential and iStar, within three Business Days following receipt thereof a Confirmation of Acceptance with respect to any Accepted Notes, either Prudential or iStar may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Notes by so notifying the Company and Prudential or iStar (whichever should not be canceling such closing) in writing. If the Company shall execute a Confirmation of Acceptance with respect to such Accepted Notes, the third preceding sentence shall apply.
 
 	2.7.	Market Disruption.	
Notwithstanding the provisions of Section 2.6, if Prudential and iStar shall have provided interest rate quotes pursuant to Section 2.5 and thereafter, prior to the time an Acceptance with respect to such quotes shall have been notified to Prudential and iStar in accordance with Section
 
7

2.6, the domestic market for U.S. Treasury securities or other financial instruments shall have closed or there shall have occurred a general suspension, material limitation, or significant disruption of trading in securities generally on the New York Stock Exchange or in the domestic market for U.S. Treasury securities or other financial instruments, then such interest rate quotes shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on such expired interest rate quotes. If the Company thereafter notifies Prudential or iStar of the Acceptance of any such interest rate quotes, such Acceptance shall be ineffective for all purposes of this Agreement, and Prudential and/or iStar (whichever shall have received such Acceptance) shall promptly notify the Company that the provisions of this Section 2.7 are applicable with respect to such Acceptance.
 
 	2.8.	Facility Closings.	
Not later than 11:30 A.M. (New York City local time) on the Closing Day for any Accepted Notes, the Issuers will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of the Prudential Capital Group specified on the first page hereof, if such Purchaser is Prudential or one of its Affiliates, or at the offices of iStar specified on the first page hereof, if such Purchaser is iStar or one of its Affiliates, the Accepted Notes to be purchased by such Purchaser in the form of one or more Shelf Notes in such authorized denominations as such Purchaser may request for each Series of Accepted Notes to be purchased on the Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the account specified by the Company in the Request for Purchase of such Shelf Notes. If the Issuers fail to tender to any Purchaser the Accepted Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Notes as provided above in this Section 2.8 or any of the conditions specified in Section 4 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 1:00 P.M., New York City local time, on such scheduled Closing Day notify Prudential and iStar (which notification shall be deemed received by each Purchaser) in writing whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “ Rescheduled Closing Day ”)) and certify to Prudential and iStar (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in Section 4 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee in accordance with Section 2.9(c) or (ii) such closing is to be canceled. In the event that the Company shall fail to give such notice referred to in the preceding sentence, either Prudential or iStar (on behalf of each Purchaser) may at its election, at any time after 1:00 P.M., New York City local time, on such scheduled Closing Day, notify the Company in writing that such closing is to be canceled. Notwithstanding anything to the contrary appearing in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Notes on not more than two occasions, unless Prudential and iStar shall have otherwise consented in writing.
 
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 	2.9.	Fees.	
(a) Facility Fee . On the Series B Closing Date, the Company will pay to Prudential and iStar in immediately available funds, a fee (herein called the “ Facility Fee ”) in the aggregate amount of $100,000, half of which shall be paid to Prudential and half to iStar.
(b) Issuance Fee The Company will pay to each Purchaser in immediately available funds a fee (herein called the “ Issuance Fee ”) on each Closing Day (including, without limitation, the Series B Closing Date) in an amount equal to 1% of the aggregate principal amount of Shelf Notes sold to and purchased by such Purchaser on such Closing Day. For the avoidance of doubt, no issuance fee will be payable in respect of the Existing Series A Notes.
(c) Delayed Delivery Fee. If the closing of the purchase and sale of any Accepted Note following the Series B Closing Date is delayed for any reason beyond the original Closing Day for such Accepted Note, the Company will pay to the Purchaser of such Accepted Note (a) on the Cancellation Date or actual closing date of such purchase and sale and (b) if earlier, the next Business Day following 90 days after the Acceptance Day for such Accepted Note and on each Business Day following 90 days after the prior payment hereunder, a fee (herein called the “ Delayed Delivery Fee ”) calculated as follows:
(BEY - MMY) X DTS/360 X PA
where “ BEY ” means Bond Equivalent Yield, i.e., the bond equivalent yield per annum of such Accepted Note; “ MMY ” means Money Market Yield, i.e., the yield per annum on a commercial paper investment of the highest quality selected by Prudential and iStar on the date Prudential and iStar receive notice of the delay in the closing for such Accepted Note having a maturity date or dates the same as, or closest to, the Rescheduled Closing Day or Rescheduled Closing Days (a new alternative investment being selected by Prudential and iStar each time such closing is delayed); “ DTS ” means Days to Settlement, i.e., the number of actual days elapsed from and including the original Closing Day with respect to such Accepted Note (in the case of the first such payment with respect to such Accepted Note) or from and including the date of the next preceding payment (in the case of any subsequent Delayed Delivery Fee payment with respect to such Accepted Note) to but excluding the date of such payment; and “ PA ” means Principal Amount, i.e., the principal amount of the Accepted Note for which such calculation is being made. In no case shall the Delayed Delivery Fee be less than zero. Nothing contained herein shall obligate any Purchaser to purchase any Accepted Note on any day other than the Closing Day for such Accepted Note, as the same may be rescheduled from time to time in compliance with Section 2.8.
(d) Cancellation Fee. If the Company at any time notifies Prudential and iStar in writing that the Company is canceling the closing of the purchase and sale of any Accepted Note following the Series B Closing Date, or if Prudential, iStar or any of their respective Affiliates notifies the Company in writing under the circumstances set forth in the penultimate sentence of Section 2.6 or the penultimate sentence of Section 2.8 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the
 
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“ Cancellation Date ”), the Company will pay the Purchasers in immediately available funds an amount (the “ Cancellation Fee ”) calculated as follows:
PI X PA
where “ PI ” means Price Increase, i.e., the quotient (expressed in decimals) obtained by dividing (a) the excess of the ask price (as determined by Prudential and iStar) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by Prudential and iStar) of the Hedge Treasury Notes(s) on the Acceptance Day for such Accepted Note by (b) such bid price; and “ PA ” has the meaning ascribed to it in Section 2.9(c). The foregoing bid and ask prices shall be as reported by TradeWeb LLC (or, if such data for any reason ceases to be available through TradeWeb LLC, any publicly available source of similar market data). Each price shall be rounded to the second decimal place. In no case shall the Cancellation Fee be less than zero.
 
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(e) Non-Renewal Fee.
(i) For purposes of this Section 2.9(e) only, at the written request of the Company, each of Prudential and iStar agrees that it will, on or about August 20, 2009, send a written notice to the Company setting forth the indicative spread for a fixed rate senior secured note of the Company with a five year bullet maturity (a “ Quote ”). Without limiting the obligations of the parties set forth in the other provisions of this Agreement (including, without limitation those set forth in Section 2) and for purposes of this Section 2.9(e) only, each of Prudential and iStar agrees, upon written request of the Company, to use its good faith efforts in the next thirty (30) days to provide the Company one or more additional Quotes using substantially similar methodology to that used to determine the Quote provided above, subject to market conditions at the time of making such additional Quote or Quotes.
(ii) If, on or before September 20, 2009, the Company does not sell Shelf Notes hereunder, the proceeds of which are used to repay the Series A Notes in full, then the Company, on September 20, 2009, shall pay to each of Prudential and iStar its portion of a fee (the “ Non-Renewal Fee ”) in a total amount equal to 3% of $80,000,000 (one-half payable to Prudential and one-half payable to iStar), unless either of the following shall have occurred: (A) subject to clause (iii) and clause (iv) of this Section 2.9(e), Prudential or iStar, as the case may be, shall be unwilling or unable to provide Quotes to the Company as set forth in Section 2.9(e)(i) or to purchase any such Shelf Notes or (B) the Quote provided by Prudential or iStar, as the case may be, on or about August 20, 2009, is not substantially similar to Quotes which other QIBs in the institutional private placement market would be willing to offer at such time to other issuers operating in the death care industry with substantially similar credit ratings as the Company (or if there are not at least three similarly rated issuers operating in the death care industry at such time, issuers which have substantially similar credit ratings as the Company and operate in one or more service industries specified by iStar and Prudential which are viewed by the credit markets as being reasonably similar to the death care industry).
(iii) The failure of either Prudential or iStar to fulfill its obligations set forth in this Section 2.9(e) will not excuse the Company from its obligations (A) to repay to all holders of the Series A Notes in accordance with their terms, or (B) to pay the portion of the Non-Renewal Fee that is due to either Prudential or iStar if it shall have performed its obligations set forth in this Section 2.9(e), regardless of whether the other shall have so performed.
(iv) Notwithstanding anything in this Section 2.9(e) to the contrary, nothing in this Section 2.9(e) creates, or is intended to create, a commitment on the part of either Prudential or iStar to provide financing to the Company. For the avoidance of doubt it is agreed and understood that, if either Prudential or iStar, or both of them, is unwilling or unable to perform its obligations set forth in Section 2.9(e)(i), then the only consequence of its failure is that it shall be ineligible to receive its portion of the Non-Renewal Fee as contemplated above.
 
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3.	PURCHASE OF SERIES B NOTES; THE CLOSING.	
Subject to the terms of this Agreement, the Issuers hereby agree to issue and sell to each Purchaser specified in Schedule A hereto (each Purchaser of Series B Notes, a “ Series B Purchaser ”), and each Series B Purchaser agrees to purchase from the Issuers, Series B Notes in the aggregate principal amount set forth opposite its name in Schedule A hereto at a price of 100% of the principal amount thereof. The Series B Purchasers’ obligations hereunder are several and not joint obligations and no Series B Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Series B Purchaser hereunder.
The closing of the sale and purchase of the Series B Notes to be purchased under this Agreement shall occur at the offices of Bingham McCutchen LLP, 399 Park Avenue, New York, NY 10022, at 10:00 A.M., New York City time, on August 15, 2007, or at such other location or on such later date as shall be mutually satisfactory to the Company and the Series B Purchasers (the “ Series B Closing Date ”). On the Series B Closing Date the Issuers will deliver to each Series B Purchaser the Notes to be purchased by it in the form of a single Note (or such greater number of Shelf Notes in denominations of at least $100,000 as such Series B Purchaser may request prior to such closing), registered in such Series B Purchaser’s name or the name of its nominee and dated the Series B Closing Date against delivery by such Series B Purchaser to the Issuers or their order of the purchase price therefor by wire transfer of immediately available funds for the account of Bank of America, N.A., 225 N. Calvert Street, Baltimore, MD 21202-3575, ABA NO. 026009593, Credit to: StoneMor Operating LLC Concentration Account Acct. No. 003921313200. If at such closing the Issuers shall fail to tender such Shelf Notes to any Series B Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Series B Purchaser’s satisfaction, such Series B Purchaser shall, at such Series B Purchaser’s election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Series B Purchaser may have by reason of such failure or such nonfulfillment.
 
4.	CONDITIONS TO CLOSING.	
 
 	4.1.	Amendment and Restatement; Series B Notes Closing.	
The amendment and restatement of the Existing Note Agreement, and the obligation of each Series B Purchaser to purchase the Series B Notes to be purchased by it hereunder, shall be subject to the fulfillment to the satisfaction of such Series A Holder or Series B Purchaser on or before the Series B Closing Date of the following conditions (the Series A Holders and the Series B Purchaser being referred to collectively as the “ Series A/B Noteholders ”):
(a) Representations and Warranties. The representations and warranties of the Credit Parties in this Agreement and in the other Finance Documents shall (except as expressly affected by the transactions contemplated hereby) be correct on the Series B Closing Date.
(b) Performance; No Default. Each of the Credit Parties shall have performed and complied with all agreements and conditions contained in this Agreement and the other Finance Documents on their respective parts required to be performed or complied with under this Agreement and the other Finance Documents on or prior to the Series B Closing Date; since
 
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December 31, 2006, no Credit Party shall have consolidated with, merged into, or sold, leased, transferred or otherwise disposed of its properties as an entirety or substantially as an entirety to, any Person other than another Credit Party, and after giving effect to the issue and sale of the Series B Notes (and the substantially concurrent application of the proceeds thereof to repay Indebtedness as contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.
(c) Certificates.
(i) Officer’s Certificates . Each Credit Party shall have delivered to each Series A/B Noteholder an Officer’s Certificate, dated the Series B Closing Date, certifying that the conditions specified in Sections 4.1(a) and 4.1(b) have been fulfilled and that the Credit Parties, on a consolidated basis, will be Solvent after giving effect to the Transaction.
(ii) Secretary’s Certificates . Each Credit Party shall have delivered to each Series A/B Noteholder a certificate (i) either (1) attaching a certified copy of each Credit Party’s Organizational Documents or (2) certifying that no changes have been made to the copies delivered under the Existing Note Agreement, (ii) attaching resolutions authorizing the Transaction, each, in form and substance satisfactory to the Series A/B Noteholders, and (iii) attaching incumbency certificates and/or other certificates of Responsible Officers of each Credit Party as the Series A/B Noteholders may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Finance Documents to which such Credit Party is a party or is to be a party.
(iii) Other Certifications . Such documents and certifications as the Series A/B Noteholders may reasonably require to evidence that each Credit Party is duly organized or formed, and that each Credit Party is validly existing, in good standing and qualified to engage in business in (i) its jurisdiction of incorporation or organization and (ii) each other jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
(d) Opinions of Counsel. Each Series A/B Noteholder shall have received opinions of counsel, each dated the Series B Closing Date and addressed to it, from
(i) Bingham McCutchen LLP, who are acting as the Series A/B Noteholders’ special counsel in connection with this transaction, in form and substance satisfactory to such Series A/B Noteholder,
(ii) Blank Rome LLP, counsel for the Credit Parties, substantially in the form of Exhibit 4.1(d)(ii), and
(iii) each firm listed on Schedule 4.1(d)(iii), substantially in the form of Exhibit 4.1(d)(iii) hereto (with appropriate variations for each state, as contemplated by said Exhibit and such other variations as may be approved by each Series A/B Noteholder or its counsel), and each such opinion shall cover such other matters incident to this
 
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transaction as such Series A/B Noteholder may reasonably request. The Credit Parties hereby instruct such counsel referred to in clauses (ii) and (iii) to deliver their respective opinions to the Series A/B Noteholders.
(e) Confirmation and Reaffirmation of General Partner/Parent Guarantee. Each Series A/B Noteholder shall have received a confirmation and reaffirmation of General Partner/ Parent Guarantee, dated on or before the Series B Closing Date (“ Confirmation and Reaffirmation of General Partner/Parent Guarantee ”), duly executed and delivered by the General Partner and the Parent in the form of Exhibit 4.1(e) hereto.
(f) Credit Agreement The Credit Parties shall have entered into the Credit Agreement in form and substance satisfactory to such Series A/B Noteholder, and the Issuers shall have satisfied the conditions precedent to the initial Credit Extensions (as defined in the Credit Agreement) other than the effectiveness of the amendment and restatement of the Existing Note Agreement contemplated by this Agreement. Such Series A/B Noteholder shall have received true and complete copies of the Credit Agreement, each certificate, opinion or other writing then or theretofore delivered to any party to the Credit Agreement in respect of the satisfaction of such conditions precedent (without duplication as to conditions specifically set forth in this Section 4.1).
(g) Intercreditor Agreement Each Series A/B Noteholder shall have received the Intercreditor Agreement, dated the Series B Closing Date, duly executed and delivered in the form attached hereto as Exhibit 4.1(g) and such Series A/B Noteholder shall have received a counterpart thereof executed by the Collateral Agent.
(h) Other Security Documents. Each of the following shall have occurred:
(i) Each Series A/B Noteholder shall have received the Confirmation Agreement, duly executed and delivered in the form attached hereto as Exhibit 4.1(h)(i), together with:
(A) stamped receipt copies of proper financing statements, duly filed on or before the Series B Closing Date under the Uniform Commercial Code of all jurisdictions that the Series A/B Noteholders may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement, to the extent not previously received by the Series A/B Noteholders pursuant to the Existing Note Agreement,
(B) completed UCC lien search requests, not earlier than one hundred fifty (150) days prior to the Series B Closing Date, for such Credit Parties as may be agreed to between the Issuers and the Series A/B Noteholders, in their reasonable discretion,
(C) evidence of the completion of all other actions, recordings and filings of or with respect to the Security Agreement that the Series A/B Noteholders may deem necessary or desirable in order to perfect the Lien created thereby, and
 
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(D) evidence that all other actions that any Series A/B Noteholder may deem necessary or desirable in order to perfect the Liens created under the Security Documents has been taken.
(ii) the Collateral Agent shall have received modifications to the existing Mortgages, in substantially the form of Exhibit 4.1(h)(ii) (with such changes as may be satisfactory to the Series A/B Noteholders and their counsel to account for local law matters) and covering the properties identified as mortgaged on Schedules 5.8(c), (d)(i) and (d)(ii) (the “ Modifications ”), duly executed by the appropriate Credit Party, together with:
(A) evidence that counterparts of the Modifications have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Series A/B Noteholders may deem necessary or desirable in order to create, together with the Mortgages, a valid and subsisting Lien on the property described therein in favor of the Collateral Agent and that all applicable filing, documentary, stamp, intangible and recording taxes and fees have been paid or an amount equal thereto has been remitted to the title insurers described in clause (B) below;
(B) modifications to the Mortgage Policies, with endorsements and in amounts acceptable to the Series A/B Noteholders, issued, coinsured and reinsured by title insurers acceptable to the Series A/B Noteholders, insuring the Mortgages, as modified by the Modifications, to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Finance Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Finance Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property), affidavits of no change with respect to surveys and such other documents as the Series A/B Noteholders or title insurer may deem necessary or desirable; and
(C) evidence that all other action that the Series A/B Noteholders may deem necessary or desirable in order to create valid subsisting Liens on the property described in the Mortgages has been taken, subject only to Permitted Encumbrances.
(i) Solvency. Such Series A/B Noteholder shall have such evidence reasonably requested by such Series A/B Noteholder of the solvency of the Credit Parties on a consolidated basis after giving effect to the Transaction.
(j) Legality. On the Series B Closing Date the purchase of Shelf Notes by such Series A/B Noteholder shall (a) be permitted by the laws and regulations of each jurisdiction to which it is subject, without recourse to provisions (such as Section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation
 
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(including, without limitation, Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c) not subject such Series A/B Noteholder to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof. If requested by such Series A/B Noteholder, it shall have received an Officer’s Certificate of the Company certifying as to such matters of fact as it may reasonably specify to enable it to determine whether such purchase is so permitted.
(k) Other Documents. Each Series A/B Noteholder shall have received the following:
(i) Audited Financial Statements, in form and substance reasonably satisfactory to such Series A/B Noteholder;
(ii) a certificate signed by a Responsible Officer of the Issuers certifying, (a) that there has been no event or circumstance since December 31, 2006, that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (b) all materials and information provided to the Series A/B Noteholders by the Credit Parties in connection with the Transaction was, at the time provided, and continues to be complete and correct in all material respects as of the Series B Closing Date; and (c) either (i) attaching copies of all consents, licenses and approvals required in connection with the consummation by the Credit Parties of the Transaction and the execution, delivery and performance by each such Credit Party and the validity against each such Credit Party of the Finance Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (ii) stating that no such consents, licenses or approvals are so required;
(iii) evidence that all insurance required to be maintained pursuant to the Finance Documents has been obtained and is in effect, together with the certificates of insurance, naming the Collateral Agent, on behalf of the Series A/B Noteholders, as a mortgagee, additional insured or loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Credit Parties that constitutes Collateral; and
(iv) such other assurances, certificates, documents, consents or opinions as the any Series A/B Noteholder may reasonably may require.
(l) Private Placement Number. A private placement number shall have been obtained with respect to the Series B Notes from S&P’s CUSIP Service Bureau.
(m) Payment of Special Counsel Fees. Without limiting the provisions of Section 15.1, the Issuers shall have paid on or before the Series B Closing Date the fees, charges and disbursements of the Series A/B Noteholders’ special counsel referred to in Section 4.1(d)(i) to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the Series B Closing Date.
(n) Funding Instructions. At least three Business Days prior to the Series B Closing Date such Series A/B Noteholder shall have received written instructions signed by a
 
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Responsible Officer of the Company on letterhead of the Company reciting the details as specified in Section 3 of the manner of payment of the purchase price for the Series B Notes to be purchased on the Series B Closing Date.
(o) Other Purchases. All Series B Purchasers (other than such Series A/B Noteholder if it is a Series B Purchaser) shall have purchased Series B Notes in the respective principal amounts to be purchased by them under this Agreement as specified in Schedule A.
(p) Facility Fee. The Company shall have paid the Facility Fee pursuant to Section 2.9(a) in immediately available funds to the account or accounts of the holders of Notes as specified below such holders’ name in Schedule 2.9 attached hereto.
(q) Issuance Fee. The Company shall have paid the Issuance Fee pursuant to Section 2.9(b) in immediately available funds to the account or accounts of the holders of Notes as specified below such holders’ name in Schedule 2.9 attached hereto.
(r) Proceedings Satisfactory . All proceedings taken in connection with the amendment and restatement of the Existing Note Agreement and the Existing Series A Notes, the issue of the Series B Notes and the consummation of the transactions contemplated hereby and by the other Finance Documents and all documents and instruments incident to such transactions shall be satisfactory to such Series A/B Noteholder and its special counsel, and such Series A/B Noteholder and its special counsel shall have received all such counterpart originals or certified or other copies of such documents, all in form and substance satisfactory to such Series A/B Noteholder and the Series A/B Noteholders’ special counsel, as such Series A/B Noteholder or such special counsel may reasonably request in connection therewith.
 
 	4.2.	Conditions to Closing Each Purchase of Shelf Notes Following the Series B Closing Date.	
The obligation of any Purchaser to purchase and pay for any Shelf Notes following the Series B Closing Date is subject to the satisfaction, on or before the Closing Day for such Shelf Notes, of the following conditions:
(a) Certain Documents. Such Purchaser shall have received the following, each dated the applicable Closing Day:
(i) the Shelf Note(s) to be purchased by such Purchaser;
(ii) certified copies of the resolutions of the board of directors or managing members of the Issuers authorizing the execution, delivery and issuance of the Shelf Notes, and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Shelf Notes;
(iii) a certificate of the Secretary or an Assistant Secretary and one other officer of the Issuers certifying the names and true signatures of the officers of the Issuers authorized to sign the Shelf Notes and the other documents to be delivered hereunder;
 
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(iv) a certificate (i) either (1) attaching a certified copy of each Credit Party’s Organizational Documents or (2) certifying that no changes have been made to the copies delivered under this Agreement since the Series B Closing Date;
(v) a favorable opinion of Blank Rome LLP, special counsel of the Issuers (or such other counsel designated by the Issuers and acceptable to the Purchaser(s)) satisfactory to such Purchaser and substantially in the form of Exhibit 4.2(a)(v) attached hereto and as to such other matters as such Purchaser may reasonably request. Each of the Credit Parties hereby directs such counsel to deliver such opinion, agrees that the issuance and sale of any Shelf Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion;
(vi) a Private Placement Number issued by S&P’s CUSIP Service Bureau (in connection with the Securities Valuation Office of the National Association of Insurance Commissioners) for the Shelf Notes to be purchased; and
(vii) additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.
(b) Opinion of Purchaser’s Special Counsel. Such Purchaser shall have received from Bingham McCutchen LLP or such other counsel who is acting as special counsel for it in connection with the issuance of such Shelf Notes, a favorable opinion satisfactory to such Purchaser as to such matters incident to the matters herein contemplated as it may reasonably request.
(c) Representations and Warranties; No Default. The representations and warranties contained in Section 5 shall be true on and as of such Closing Day, except to the extent of changes caused by the transactions herein contemplated; there shall exist on such Closing Day no Event of Default or Default; and the Credit Parties shall have delivered to such Purchaser an Officer’s Certificate, dated such Closing Day, to both such effects.
(d) Purchase Permitted by Applicable Laws. The purchase of and payment for the Shelf Notes to be purchased by such Purchaser on the terms and conditions herein provided (including the use of the proceeds of such Shelf Notes by the Issuers) shall not violate any applicable law or governmental regulation (including, without limitation, Section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of the Federal Reserve System) and shall not subject such Purchaser to any tax, penalty, liability or other onerous condition under or pursuant to any applicable law or governmental regulation, and such Purchaser shall have received such certificates or other evidence as it may request to establish compliance with this condition.
 
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(e) Payment of Fees. The Company shall have paid the Issuance Fee due to such Purchaser pursuant to Section 2.9(b) in respect of its purchase of such Shelf Notes, as well as any Delayed Delivery Fee due pursuant to Section 2.9(c).
(f) Payment of Closing Expenses. The Issuers shall have paid at the closing the fees and disbursements of the special counsel to the Purchasers as presented by such counsel in a statement on the Closing Day and for which the Issuers are responsible in accordance with Section 15.1.
(g) Proceedings. All proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be satisfactory in form and substance to such Purchaser, and such Purchaser shall have received all such counterpart originals or certified or other copies of such documents as it may reasonably request.
 
5.	REPRESENTATIONS AND WARRANTIES.	
Each Credit Party represents and warrants to the Purchasers that:
 
 	5.1.	Existence, Qualification and Power.	
Each of the Credit Parties and its Subsidiaries (a) is a duly organized or formed, validly existing and as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Credit Agreement Documents to which it is a party and consummate the Transaction, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
 
 	5.2.	Authorization; No Contravention.	
Neither the execution, delivery or performance by any Credit Party of the Finance Documents or the Credit Agreement Documents to which it is a party, nor compliance by any Credit Party with the terms and provisions thereof, nor the consummation of the transactions contemplated herein or therein:
(a) on the Series B Closing Date, (i) will contravene, conflict with or result in a breach or default under any applicable Law, statute, rule or regulation, or any order, writ, injunction, judgment, ruling or decree of any court, arbitrator or governmental instrumentality, (ii) will contravene, constitute a default under, conflict or be inconsistent with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or (other than pursuant to the Security Documents) result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, credit agreement or any other agreement or instrument to which any Credit Party is a party or by which it or any of its property or
 
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assets are bound or to which it may be subject or (iii) will contravene or violate any provision of the certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate of limited liability company, limited liability company agreement or equivalent organizational document, as the case may be, of any Credit Party;
(b) at any time after the Series B Closing Date, (i) will contravene, conflict with or result in a breach or default under any material provisions of any material applicable Law, statute, rule or regulation, or any order, writ, injunction, judgment, ruling or decree of any court, arbitrator or governmental instrumentality, (ii) will contravene, constitute a default under, conflict or be inconsistent with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a default under, or (other than pursuant to the Security Documents) result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party pursuant to the terms of any material indenture, mortgage, deed of trust, loan agreement, credit agreement or any other material agreement or instrument to which any Credit Party is a party or by which it or any of its property or assets are bound or to which it may be subject or (iii) will contravene or violate any provision of the certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate of limited liability company, limited liability company agreement or equivalent organizational document, as the case may be, of any Credit Party; or
(c) will at any time, contravene, conflict with or result in a breach or default under any registration, license, permit or certificate to conduct any cemetery or funeral home business issued by any Governmental Authority.
 
 	5.3.	Governmental Authorization; Other Consents.	
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Credit Party of this Agreement or any other Finance Document, or for the consummation of the Transaction, (b) the grant by any Credit Party of the Liens granted by it pursuant to the Security Documents, (c) the perfection or maintenance of the Liens created under the Security Documents, or (d) the priority of such Liens required under the Finance Documents.
 
 	5.4.	Binding Effect.	
This Agreement has been, and each other Finance Document, when delivered hereunder, will have been, duly executed and delivered by each Credit Party that is party thereto. This Agreement constitutes, and each other Finance Document when so delivered will constitute, a legal, valid and binding obligation of such Credit Party, enforceable against each Credit Party that is party thereto in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought in equity or at law).
 
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 	5.5.	Financial Statements; No Material Adverse Effect.	
(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) to the extent required by GAAP, show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.
(b) The unaudited consolidated balance sheet of the Parent and its Subsidiaries dated March 31, 2007, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments.
(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.
(d) The consolidated budgets of the Parent and its Subsidiaries for 2007 delivered pursuant to the Existing Note Agreement were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Parent’s best estimate of its and its Subsidiaries future financial condition and performance, it being recognized by the Purchasers that such forecasts are not to be viewed as facts and that actual results during the period or periods covered by any such forecasts may differ from the projected results contained therein and such differences may be material.
 
 	5.6.	Litigation.	
There are no actions, suits, proceedings or investigations pending or, to any Credit Party’s knowledge, threatened against or affecting, nor has any Credit Party received any notices of a claim, (a) with respect to any Finance Document or Credit Agreement Document, or any portion of the Transaction, or (b) against any Credit Party (i) as of the Series B Closing Date, as to which the amount in controversy is in excess of the Threshold Amount or (ii) that if adversely determined could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Additionally, there does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon the occurrence of the purchase and sale of the Shelf Notes or the other transactions contemplated hereby or by any other Finance Document.
 
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 	5.7.	No Default.	
Neither any Credit Party nor any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Finance Document.
 
 	5.8.	Ownership of Property; Liens; Investments.	
(a) Each of the Credit Parties and its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) The property of each Credit Party and each of its Subsidiaries is subject to no Liens other than Permitted Liens.
(c) Schedule 5.8(c) sets forth a complete and accurate list of all real property owned by each of the Credit Parties and its Subsidiaries as of the Series B Closing Date, showing as of the date hereof the street address, county or other relevant jurisdiction, state and record owner thereof. Each of the Credit Parties and its Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Credit Party or such Subsidiary, free and clear of all Liens, other than Permitted Liens.
(d) (i) Schedule 5.8(d)(i) sets forth a complete and accurate list of all leases of real property under which any Credit Party or any Subsidiary of a Credit Party is the lessee as of the Series B Closing Date (other than intercompany leases among the Credit Parties), showing as of such date the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought in equity or at law) and (ii) Schedule 5.8(d)(ii) sets forth a complete and accurate list of all leases of real property under which any Credit Party or any Subsidiary of a Credit Party is the lessor as of the Series B Closing Date (other than intercompany leases among the Credit Parties), showing as of such date the street address, county or other relevant jurisdiction, state, lessor, lessee and expiration date thereof. Each such lease is the legal, valid and binding obligation of the lessee thereof, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought in equity or at law).
(e) Except as set forth on Schedule 5.8(e), no Credit Party or Subsidiary thereof maintains any Investments other than Investments permitted under Section 10.3 hereof.
 
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 	5.9.	Environmental Compliance.	
(a) The Credit Parties and their respective Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Credit Parties have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(b) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth in Schedule 5.9: (A) none of the properties currently or formerly owned or operated by any Credit Party or any of its Subsidiaries is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property; (B) there are no and never have been any underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by any Credit Party or any of its Subsidiaries or, to the best of the knowledge of the Credit Parties, on any property formerly owned or operated by any Credit Party or any of its Subsidiaries; (C) there is no asbestos or asbestos-containing material on any property currently owned or operated by any Credit Party or any of its Subsidiaries; and (D) Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries.
(c) Except as (i) could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (ii) otherwise set forth on Schedule 5.9: (A) neither any Credit Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (B) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Credit Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Credit Party or any of its Subsidiaries.
 
 	5.10. 	Insurance.	
The properties of each Issuer and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks as (a) are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Issuer or the applicable Subsidiary operates and (b) are necessary to ensure that Uninsured Liabilities of any Credit Party and/or any Subsidiary are not reasonably likely to result in a Material Adverse Effect.
 
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 	5.11. 	Taxes.	
The Credit Parties and their Subsidiaries have filed all Federal and other material tax returns and reports required to be filed, and have paid all Federal and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except for (a) the filing of tax returns (other than Federal tax returns), the failure of which to file could not reasonably be expected to be material in relation to the business, properties, assets, operations, liabilities, prospects or financial condition of the Credit Parties taken as a whole, and (b) the payment of taxes and assessments (i) the amount of which is not individually, or in the aggregate, material in relation to the business, properties, assets, operations, liabilities, prospects or financial condition of the Credit Parties taken as a whole or (ii) which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no material action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Credit Party, threatened by any authority regarding any taxes relating to any Credit Party. No Credit Party knows of any basis for any other taxes or assessments that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. No Credit Party has entered into an agreement or waiver or been requested to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of taxes of any Credit Party, or is aware of any circumstances that would cause the taxable years or other taxable periods of any Credit Party not to be subject to the normally applicable statute of limitations. The income of the Parent, of the Company and of the Subsidiaries of the Company that are intended by the Parent to be treated as disregarded entities pursuant to Treas. Reg. Section 301.7701-3, is not subject to federal income tax at the company level. Neither any Credit Party nor any Subsidiary thereof is party to any Tax Allocation Agreement.
 
 	5.12. 	ERISA Compliance.	
(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter, or a favorable opinion letter in the case of a prototype Plan from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Issuers, nothing has occurred which would prevent, or cause the loss of, such qualification. Each Issuer and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.
(b) There are no pending or, to the best knowledge of the Issuers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.
 
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(c) (i) No ERISA Event has occurred or could reasonably be expected to occur, which would result in liabilities, individually or in the aggregate, in excess of the Threshold Amount; (ii) no Pension Plan has any Unfunded Pension Liability in excess of the Threshold Amount; (iii) neither any Issuer nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability in excess of the Threshold Amount under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Parent, its Subsidiaries nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability in excess of the Threshold Amount (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Parent, its Subsidiaries nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.
(d) Except as provided on Schedule 5.12(d), none of the Plans is a Multiemployer Plan. Schedule 5.12(d) sets forth, as of the Series B Closing Date, the total number of employees of any Issuer or ERISA Affiliate who are participants in each such Multiemployer Plan listed on Schedule 5.12(d) and the total number of participants in each such Multiemployer Plan.
(e) The execution and delivery of this Agreement and the issuance and sale of the Shelf Notes hereunder will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of the Code. The representation by the Credit Parties to each Purchaser in the first sentence of this Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the funds used to pay the purchase price of the Shelf Notes to be purchased by such Purchaser.
 
 	5.13 .	Subsidiaries; Equity Interests; Credit Parties.	
(a) No Credit Party has any Subsidiaries other than those (i) specifically disclosed in Schedule 5.13(a) or (ii) formed or acquired after the Series B Closing Date in accordance with Section 10.3, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and, to the extent applicable, non-assessable and are owned by a Credit Party in the amounts specified on Schedule 5.13(a) (or any update thereto) free and clear of all Liens except those created under the Security Documents. Schedule 5.13(a) is a complete and accurate list of all Credit Parties as of the Series B Closing Date, showing (as to each such Credit Party) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number.
(b) No Credit Party has any equity investments in any other corporation or entity (other than a Subsidiary) other than those (i) specifically disclosed in Schedule 5.8(e) or (ii) formed or acquired after the Series B Closing Date in accordance with Section 10.3.
 
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(c) All of the outstanding Equity Interests in the Issuers have been validly issued, are fully paid and, to the extent applicable, non-assessable and are owned by the Credit Parties and in the amounts specified on Schedule 5.13(c) free and clear of all Liens except those created under the Security Documents.
(d) The copy of the Organizational Documents of each Credit Party, and each amendment thereto, provided pursuant to the Existing Credit Agreement and this Agreement, is a true and correct copy of each such document, each of which is valid and in full force and effect.
 
 	5.14. 	Use of Proceeds; Margin Regulations; Investment Company Act; Federal Power Act.	
(a) The proceeds of the Series B Notes shall be utilized by the Issuers to repay a portion of the Existing Indebtedness under the Existing Credit Agreement and fees and expenses incurred in connection with the Transaction.
(b) No Credit Party is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.
(c) None of the Issuers, any Person Controlling any Issuer, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.
 
 	5.15. 	Disclosure.	
(a) The Credit Parties have disclosed to the Purchasers all agreements, instruments and corporate or other restrictions to which any Credit Party is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.
(b) As of the Series B Closing Date, no Material Contracts (other than the Credit Agreement Documents), Shareholders’ Agreements or Tax Allocation Agreements exist, and no Management Agreements exist other than Cemetery Management Agreements.
(c) The reports, financial statements, certificates and other factual information, taken as a whole, furnished (whether in writing or orally) by or on behalf of any Credit Party to any Purchaser in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Finance Document (in each case as modified or supplemented by other information so furnished) do not contain any material misstatement of fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Credit Parties represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being recognized
 
26

by the Purchasers that such projections are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results contained therein and such differences may be material.
 
 	5.16. 	Compliance with Laws.	
Each of the Credit Parties and its Subsidiaries is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
 
 	5.17. 	Intellectual Property; Licenses, Etc.	
Each of the Credit Parties and its Subsidiaries owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights ”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and Schedule 5.17 sets forth a complete and accurate list of (a) all such IP Rights owned by any Credit Party and registered with any Governmental Authority (other than trade names), and (b) all material trade names of the Credit Parties (whether or not registered), each as of the Series B Closing Date. To the best knowledge of the Credit Parties, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Credit Party or any of its Subsidiaries infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Issuers, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
 
 	5.18. 	Solvency.	
Each of the Parent and the Company is, individually and together with its Subsidiaries on a consolidated basis, in each case taking into account any rights of subrogation and contribution among the Credit Parties, Solvent.
 
 	5.19. 	Casualty, Etc.	
Neither the businesses nor the properties of any Credit Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
 
 	5.20. 	Labor Matters.	
No Credit Party is engaged in any unfair labor practice that has had or could reasonably be expected to have, a Material Adverse Effect. There is no (a) unfair labor practice complaint
 
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pending against any Credit Party or, to the knowledge of any Credit Party, threatened against any of them, before the National Labor Relations Board, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against any Credit Party or, to the knowledge of any Credit Party, threatened against any of them, (b) strike, labor dispute, slowdown or stoppage pending against any Credit Party or, to the knowledge of any Credit Party, threatened against any Credit Party and (c) union representation question existing with respect to the employees of any Credit Party and no union organizing activities are taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as has not had and could not reasonably be expected to have, a Material Adverse Effect.
 
 	5.21. 	Security Documents.	
The provisions of the Security Documents are effective to create in favor of the Collateral Agent a legal, valid and enforceable first priority Lien (subject to Permitted Liens) on all right, title and interest of the respective Credit Parties in the Collateral described therein. Except for filings completed on or prior to the Series B Closing Date and as contemplated hereby and by the Security Documents, no filing or other action will be necessary to perfect or protect such Liens.
 
 	5.22. 	Capitalization.	
On the Series B Closing Date and after giving effect to the Transaction and the other transactions contemplated hereby, the outstanding Equity Interests in the Parent shall consist of (i) the general partner interest in the Parent, (ii) the “incentive distribution rights” (as defined in the Partnership Agreement) issued to the General Partner in connection with the transfer of all of its membership interests in the Company to the Parent, (iii) 4,795,750 Partnership Common Units, (iv) 4,239,782 Partnership Subordinated Units and (v) rights of directors, consultants and employees of the General Partner to acquire Partnership Common Units or their equivalent pursuant to the Parent’s Long Term Incentive Plan. On the Series B Closing Date, and after giving effect to the Transaction and the other transactions contemplated hereby, all outstanding Equity Interests in the Parent have been duly and validly issued and are fully paid and free of any preemptive rights. As of the Series B Closing Date, the Parent does not have outstanding any securities convertible into or exchangeable for its units or outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims for the issuance of the Partnership Common Units.
 
 	5.23. 	Common Enterprise.	
Each Issuer is engaged solely in a Permitted Business as of the Series B Closing Date. These operations require financing on a basis such that the credit supplied can be made available from time to time to the Issuers, as required for the continued successful operation of the Issuers as a whole. The Issuers have requested the Purchasers to purchase the Shelf Notes hereunder for the purposes set forth in Section 5.14(a). Each Credit Party expects to derive benefit, directly or indirectly, from a proceeds of the Shelf Notes hereunder, both in its separate capacity and as a member of the group of companies, since the successful operation and condition of the Credit Parties is dependent on the continued successful performance of the functions of the group as a
 
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whole. The Credit Parties acknowledge that, but for the agreement by each of the Credit Parties to execute and deliver this Agreement, the Purchasers would not purchase the Shelf Notes on the terms set forth herein.
 
 	5.24. 	Compliance with Cemetery Laws.	
Each of the Credit Parties has complied in all material respects with, and on each Closing Day is in material compliance with, all applicable Laws governing the operation of its cemeteries and funeral homes, the providing of cemetery and funeral services, and the sale of Cemetery Property and other cemetery and funeral merchandise, including, without limitation: (a) obtaining and maintaining valid registrations, licenses, permits, and certificates to conduct each cemetery and funeral home business from each applicable Governmental Authority; (b) employing qualified representatives, employees, and sales agents who are registered with the appropriate governmental authorities; (c) submitting all required notices, records, statements, affidavits, financial reports and other documents, each in form and substance satisfactory to the appropriate Governmental Authorities; (d) making all required disclosures in accordance with applicable Laws; (e) using contracts, agreements, and other documents in form, wording and substance that comply with applicable Laws; (f) establishing, funding and administering trust or escrow accounts, including, but not limited to, Trust Accounts, in accordance with applicable Laws; (g) appointing qualified trustees and escrow agents to manage and administer trust funds established under applicable Laws; (h) maintaining and caring for cemeteries with the standard of care required by applicable Laws; (i) constructing columbaria and mausoleums in accordance with applicable Laws; (j) canceling contracts for cemetery and funeral services and merchandise, including making refunds to consumers, in accordance with applicable Laws; (k) owning no more than the maximum amount of land permitted for cemetery and burial use under applicable Laws; and (l) establishing cemeteries in areas permitted by applicable Laws. Furthermore, there are no material pending or, to the knowledge of any Credit Party, threatened claims or suspensions against any Credit Party, by any Person, entity or Governmental Authority which relate to the operation of any cemetery or funeral home, the providing of any cemetery or funeral services or the sale of any Cemetery Property or other cemetery or funeral merchandise.
 
 	5.25. 	Private Offering by the Company.	
Neither the Issuers nor anyone acting on their behalf has offered the Series B Notes or any similar securities for sale to, or solicited any offer to buy any of the same from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers, each of which has been offered the Series B Notes at a private sale for investment. Neither the Issuers nor anyone acting on their behalf has taken, or will take, any action that would subject the issuance or sale of the Shelf Notes to the registration requirements of Section 5 of the Securities Act.
 
 	5.26. 	Foreign Assets Control Regulations, etc.	
Neither the amendment and restatement of the Existing Note Agreement, the sale of the Series B Notes or the Shelf Notes by the Issuers hereunder nor any Issuer’s use of the proceeds thereof will violate (a) the Trading with the Enemy Act, as amended, or (b) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter
 
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V, as amended) or any enabling legislation or executive order relating thereto. Without limiting the foregoing, no Credit Party (a) is or will become a person whose property or interests in property are blocked pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (b) knowingly engages or will engage in any dealings or transactions, or be otherwise associated, with any such person. The Issuers are in compliance with the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism Act (USA Patriot Act of 2001).
 
6.	REPRESENTATIONS OF THE PURCHASERS	
 
 	6.1.	Purchase for Investment.	
Each Purchaser severally represents that it is purchasing the Shelf Notes to be purchased by it for its own account or for one or more separate accounts maintained by it or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that the disposition of its or their property shall at all times be within its or their control. Each Purchaser understands that the Shelf Notes have not been registered under the Securities Act or any applicable state securities or “blue sky” laws and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available (including, without limitation, a sale to qualified institutional buyers pursuant to (and as such term is defined in) Rule 144A under the Securities Act), except under circumstances where neither such registration nor such an exemption is required by law, and that the Issuers are not required to register the Shelf Notes.
 
 	6.2.	Source of Funds.	
Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “ Source ”) to be used by it to pay the purchase price of the Shelf Notes to be purchased by it hereunder:
(a) the Source is an “insurance company general account”, as such term is defined in Prohibited Transaction Exemption (“ PTE ”) 95-60 (issued July 12, 1995), and there is no employee benefit plan with respect to which the aggregate amount of such general account’s reserves and liabilities for the contracts held by or on behalf of such plan and all other employee benefit plans maintained by the same employer (and affiliates thereof as defined in section V(a)(1) of PTE 95-60) or by the same employee organization (in each case determined in accordance with PTE 95-60) exceeds or will exceed 10% of the total of all reserves and liabilities of such general account (determined in accordance with PTE 95-60, exclusive of separate account liabilities, plus any applicable surplus as set forth in the National Association of Insurance Commissioners Annual Statement filed in such Purchaser’s state of domicile) as of the Series B Closing Date; or
(b) the Source is a separate account that is maintained solely in connection with its fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any
 
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participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or
(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and, except as disclosed by such Purchaser to the Company in writing pursuant to this paragraph (c), no employee benefit plan or group of plans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or
(d) the Source constitutes assets of an “investment fund” (within the meaning of Part V of the QPAM Exemption) managed by a “qualified professional asset manager” or “QPAM” (within the meaning of Part V of the QPAM Exemption), no employee benefit plan’s assets that are included in such investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such employer or by the same employee organization and managed by such QPAM, exceed 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM (applying the definition of “control” in Section V(e) of the QPAM Exemption) owns a 5% or more interest in the Parent and (i) the identity of such QPAM and (ii) the names of all employee benefit plans whose assets are included in such investment fund have been disclosed to the Company in writing pursuant to this paragraph (d); or
(e) the Source constitutes assets of a “plan(s)” (within the meaning of Section IV of PTE 96-23 (the “ INHAM Exemption ”)) managed by an “in-house asset manager” or “INHAM” (within the meaning of Part IV of the INHAM Exemption), the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Section IV(h) of the INHAM Exemption) owns a 5% or more interest in the Parent and (i) the identity of such INHAM and (ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have been disclosed to the Company in writing pursuant to this paragraph (e); or
(f) the Source is a governmental plan; or
(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this paragraph (g); or
(h) the Source does not include assets of any employee benefit plan, other than a plan exempt from the coverage of ERISA.
As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.
 
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7.	INFORMATION AS TO THE PARENT AND THE ISSUERS.	
 
 	7.1.	Information Covenants.	
So long as any of the Shelf Notes remain outstanding or the Facility is available, the Parent will furnish, or will cause to be furnished, to each holder of Shelf Notes that is an Institutional Investor, in form and detail reasonably satisfactory to such holder:
(a) as soon as available, but in any event within 95 days after the end of each fiscal year of the Parent, a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of Deloitte & Touche LLP or another independent certified public accountant of nationally recognized standing reasonably acceptable to such holder, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;
(b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent, a consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Parent’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the Parent as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;
(c) as soon as available, but in any event within 35 days after the end of each month (or 45 days after the end of each month ending a fiscal quarter) of each fiscal year of the Parent, a consolidated balance sheet of the Parent and its Subsidiaries as of the end of such month, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such month and for the portion of the Parent fiscal year then ended setting forth in each case in comparative form for the corresponding month of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and duly certified by the chief executive officer, chief financial officer, treasurer or controller of the Parent; and
(d) as soon as available, but in any event not later than 60 days after the end of each fiscal year of the Parent, an annual business plan and budget of the Parent and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Parent, in form reasonably satisfactory to such holder, of consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries on a quarterly basis for the immediately following fiscal year.
As to any information contained in materials furnished pursuant to Section 7.2(d), the Issuers shall not be separately required to furnish such information under Section 7.1(a) or (b)
 
32

above, but the foregoing shall not be in derogation of the obligation of the Issuers to furnish the information and materials described in Sections 7.1(a) and (b) above at the times specified therein.
 
 	7.2.	Certificates; Other Information.	
So long as any of the Shelf Notes remain outstanding or the Facility is available, the Parent shall furnish or will cause to be furnished to each holder of Shelf Notes that is an Institutional Investor, in form and detail reasonably satisfactory to such holder:
(a) concurrently with the delivery of the financial statements referred to in Section 7.1(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default under the financial covenants set forth herein or, if any such Default or Event of Default shall exist, stating the nature and status of such event;
(b) concurrently with the delivery of the financial statements referred to in Sections 7.1(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Parent;
(c) promptly after any request by such holder, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of any Credit Party by independent accountants in connection with the accounts or books of any Credit Party or any of its Subsidiaries, or any audit of any of them;
(d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the holders of the Parent Common Units, and copies of all annual, regular, periodic and special reports and registration statements which the Parent may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any national securities exchange, and in any case not otherwise required to be delivered to the holders pursuant hereto;
(e) promptly after the furnishing thereof, copies of any statement or report furnished to any holder of debt securities of any Credit Party or of any of its Subsidiaries pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the holders pursuant to Section 7.1 or any other clause of this Section 7.2;
(f) promptly after any request by such holder, a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Credit Party and its Subsidiaries and containing such additional information as the requesting Person may reasonably specify;
(g) promptly, and in any event within five Business Days after receipt thereof by any Credit Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Credit Party or any Subsidiary thereof;
 
33

(h) not later than five Business Days after receipt thereof by any Credit Party or any Subsidiary thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any Credit Agreement Document and, from time to time upon request by such holder, such information and reports regarding the Credit Agreement Documents and other Material Contracts as such holder may reasonably request;
(i) promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Credit Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could reasonably be expected to (i) have a Material Adverse Effect, (ii) result in cleanup, removal or remedial costs in excess of the Threshold Amount or (iii) cause any property described in the Mortgages to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law;
(j) promptly after any request by such holder, (i) a report supplementing any of the real property-related Schedules described in Section 5.8, including an identification of all owned and leased real property disposed of by the Parent or any Subsidiary thereof since such Schedules were previously delivered, a list and description (including the street address, county or other relevant jurisdiction, state and record owner thereof and, in the case of leases of property, lessor, lessee and expiration date thereof) of all real property acquired or leased since such Schedules were previously delivered and a description of such other changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete; (ii) a report supplementing Schedule 5.17, setting forth (A) a list of registration numbers for all patents, trademarks, service marks, trade names and copyrights awarded to any Credit Party or any Subsidiary thereof since such Schedule was previously delivered and (B) a list of all patent applications, trademark applications, service mark applications, trade name applications and copyright applications submitted by any Credit Party or any Subsidiary thereof since such Schedule was previously delivered and the status of each such application; and (iii) a report supplementing any other Schedules described in Section 5.8 and Section 5.13 containing a description of all changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete if made as of the date of such request, each such report to be signed by a Responsible Officer of the Issuers and to be in a form reasonably satisfactory to such holder;
(k) as soon as available, but in any event within 30 days after the end of each month, a summary describing all investments of Trust Funds as at the end of such month, duly certified by the Parent’s investment advisors; and
(l) promptly after any request by such holder, such additional information regarding the business, financial, legal or corporate affairs of any Credit Party or any Subsidiary thereof, or compliance with the terms of the Finance Documents, as such holder may from time to time reasonably request.
Documents required to be delivered pursuant to Section 7.1(a) or (b) or Section 7.2(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent posts such documents, or provides a link thereto on the Parent’s website
 
34

on the Internet at the following website address: www.stonemor.com; or (ii) on which such documents are posted on the Parent’s behalf on an Internet or intranet website, if any, to which each holder has access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Issuers shall deliver paper copies of such documents to any holder that requests in writing that the Issuers deliver such paper copies until a written request to cease delivering paper copies is given by the such holder and (ii) the Issuers shall notify each holder (by telecopier or electronic mail) of the posting of any such documents and provide to the holders by electronic mail electronic versions (i.e., soft copies) of such documents, if requested by such holder. Notwithstanding anything contained herein, in every instance the Issuers shall be required to provide paper copies of the Compliance Certificates required by Section 7.2(b) to the holders.
 
 	7.3.	Notices.	
So long as any of the Shelf Notes remain outstanding or the Facility remains available, the Credit Parties shall promptly notify each holder:
(a) of the occurrence of any Default or Event of Default;
(b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including, to the extent applicable, (i) breach or non-performance of, or any default under, a Contractual Obligation of any Credit Party or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between any Credit Party or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting any Credit Party or any Subsidiary, including pursuant to any applicable Environmental Laws;
(c) of the occurrence of any ERISA Event;
(d) any change or intended change in the individual holding any Senior Manager position;
(e) of any material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary thereof,
(f) of the occurrence of any Prepayment Event;
(g) of the occurrence of any action, suit, proceeding or investigation pending or, to any Credit Party’s knowledge, threatened against or affecting, any Credit Party in which the amount in controversy is in excess of the Threshold Amount;
(h) of any Issuer or ERISA Affiliate becoming obligated to contribute to any Multiemployer Plan that is not set forth on Schedule 5.12(d);
(i) of any Issuer or any ERISA Affiliate failing to make an installment payment with respect to its withdrawal liability under any Multiemployer Plan, on the date such payment is due, provided that the failure to make such installment payment prior to the expiration of the sixty-day (60) time period described in Section 4219(c)(5)(A) of ERISA could reasonably be expected to result in the acceleration of withdrawal liability pursuant to Section 4219(c)(5) of ERISA, individually or in the aggregate, in excess of the Threshold Amount;
 
35

(j) of any Issuer or any ERISA Affiliate failing to make a required employer contribution under any Multiemployer Plan, on the date such payment is due, provided that such required employer contribution exceeds the Threshold Amount; and
(k) of any IP Rights that are reasonably necessary for the operation of any Credit Party’s respective businesses or material trade names of the Credit Parties, to the extent not otherwise set forth on Schedule 5.17.
Each notice pursuant to this Section 7.3 (other than Section 7.3(e) or (f)) shall be accompanied by a statement of a Responsible Officer of the Issuers setting forth details of the occurrence referred to therein and stating what action the Issuers have taken and propose to take with respect thereto. Each notice pursuant to Section 7.3(a) shall describe with particularity any and all provisions of this Agreement and any other Finance Document that have been breached. Each notice pursuant to Section 7.3(h) shall be made within fifteen (15) Business Days prior to incurring such contribution obligation. Each notice pursuant to Section 7.3(i) or 7.3(j) shall be made within ten (10) Business Days following the date such installment payment or contribution was otherwise due. Each notice pursuant to Section 7.3(k) shall be made within thirty (30) days following the date such IP Right or trade name is created or acquired (or, if later, becomes necessary or material).
 
 	7.4.	Inspection.	
So long as any of the Shelf Notes remain outstanding or the Facility is available, without limiting any additional similar requirements set forth in any Security Document, the Parent will, and will cause each of its Subsidiaries to, permit representatives and independent contractors of the holders of the Shelf Notes to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Issuers and up to twice in any calendar year at the expense of the Issuers with respect to all reasonable out-of-pocket expenses of the holders of the Shelf Notes; provided , however , that when an Event of Default exists any holder of Shelf Notes (or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Issuers at any time during normal business hours and without advance notice.
 
8.	PAYMENT AND PREPAYMENT OF SHELF NOTES.	
 
 	8.1.	Payment at Maturity.	
(a) The entire unpaid principal amount of the Series A Notes and the Series B Notes shall be due and payable at the respective final maturity dates set forth therein.
(b) Each Series of Shelf Notes shall be subject to required prepayments, if any, set forth in the Shelf Notes of such Series.
 
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(c) Any prepayments of the Shelf Notes pursuant to Section 8.2 or Section 8.3, to the extent applied to prepayment of Shelf Note, shall be applied pro rata in satisfaction of any remaining required payments of principal.
 
 	8.2.	Mandatory Prepayment From Available Proceeds.	
(a) The Issuers will, promptly upon the occurrence of a Prepayment Event (except as provided in Section 8.2(b)), and in any event within five days thereafter, give written notice thereof to the holders of the Shelf Notes, which notice shall contain an irrevocable offer by the Issuers to apply to the prepayment of the Shelf Notes an amount (rounded to the nearest $1,000) equal to the Available Proceeds (as below defined), such prepayment to be made on a date (an “ Available Proceeds Prepayment Date ” ) specified in such notice (which date shall be a Business Day not less than 15 days and not more than 30 days after the date of such notice), in each case at the principal amount so to be prepaid, together with accrued interest on such principal amount to the Available Proceeds Prepayment Date and the Make-Whole Amount determined for the prepayment date with respect to such principal amount. Each holder of a Shelf Note may reject such offer (in whole but not in part with respect to any Shelf Note) and shall be deemed to have accepted such offer unless such holder shall have rejected such offer by notice delivered to the Company in writing or by facsimile (or by telephone promptly confirmed in writing or by facsimile) at least five Business Days prior to the Available Proceeds Prepayment Date. If any such holder shall have rejected such prepayment offer, such holder shall not be deemed to have waived its rights under this Section 8.2 with respect to any later prepayment offer. A holder of more than one Shelf Note may accept or reject a prepayment offer under this Section 8.2 in respect of all or any one of its Shelf Notes. If any such holder rejects such prepayment offer in respect of any Shelf Note, then the Issuers shall promptly offer to all non-rejecting holders to prepay Shelf Notes on the Available Proceeds Prepayment Date in an additional principal amount (rounded to the nearest $1,000) equal to such non-rejecting holder’s ratable share (determined by reference to the principal amount of Shelf Notes held by such non-rejecting holder as a percentage of the principal amount of Shelf Notes held by all non-rejecting holders) of such Available Proceeds attributable to the Shelf Notes in respect of which such prepayment offer has been rejected by all rejecting holders. Unless a non-rejecting holder rejects such offer within one Business Day after receiving the same, such non-rejecting holder shall be deemed to have accepted such offer in respect of its pro rata share of such offer allocable among all non-rejecting holders.
(b) Notwithstanding Section 8.2(a):
(i) the aggregate Net Cash Proceeds from Dispositions received during any fiscal year may be retained by the Parent and its Subsidiaries without giving rise to an obligation to offer to prepay the Shelf Notes under Section 8.2(a), so long as no Default or Event of Default exists at the time such Net Cash Proceeds are received and a Responsible Officer of the Parent has delivered a certificate to the holders of Shelf Notes on or prior to such date stating that such Net Cash Proceeds (1) shall be used to purchase operating assets used or to be used in the businesses permitted pursuant to Section 10.7 or (2) to fund a Permitted Acquisition, so long as within 180 days after receipt of such Net Cash Proceeds, (A) such purchase or such Permitted Acquisition shall have been consummated or (B) a definitive agreement to consummate such purchase or Permitted
 
37

Acquisition within 180 days of the date of such agreement shall have been entered into. If all or any portion of such Net Cash Proceeds not required to be used to make an offer to prepay Shelf Notes under this Section 8.2(b)(i) are not so applied within the applicable period, the Issuers shall make an offer to prepay the Shelf Notes under Section 8.2(a) with such remaining portion on the last day of such applicable period (or such earlier date, if any, as the board of directors (or equivalent) of the Parent or such Subsidiary, as the case may be, determines not to so apply the Net Cash Proceeds relating to such Disposition as set forth above); and
(ii)(A) So long as no Event of Default shall have occurred and be continuing and the Net Cash Proceeds of any Extraordinary Receipt do not exceed $500,000, such proceeds shall not give rise to an obligation to offer to prepay the Shelf Notes under Section 8.2(a), if a Responsible Officer of the Credit Party receiving such proceeds has delivered a certificate to the holders on or prior to such date stating that such proceeds shall be applied or shall be committed to be applied within 180 days after the receipt thereof to replace or repair the equipment, fixed assets or real property in respect of which such proceeds were received (which certificate shall set forth the estimates of the proceeds to be so expended), and (B) so long as no Default or Event of Default shall have occurred and be continuing, if (x) the Net Cash Proceeds of any such Extraordinary Receipt exceed $500,000, and (y) a Responsible Officer of such Credit Party has delivered to the holders and the Collateral Agent a certificate (in the form described above in this clause (ii)) on or prior to the date prepayment of the Shelf Notes would otherwise be required pursuant to Section 8.2(a), then the entire amount of such proceeds and not just the portion in excess of $500,000 shall be deposited with the Collateral Agent pursuant to a cash collateral arrangement reasonably satisfactory to the Required Holders and the Collateral Agent whereby such proceeds shall be disbursed to such Credit Party from time to time as needed to pay or reimburse such Credit Party in connection with the replacement or restoration of the respective properties or assets (pursuant to such certification requirements as may be established by the Required Holders and the Collateral Agent), provided further, that at any time while a Default or an Event of Default has occurred and is continuing, the Required Holders may, subject to the terms of the Intercreditor Agreement, direct the Collateral Agent (in which case the Collateral Agent shall, and is hereby authorized by the Credit Parties to, follow said directions) to apply any or all proceeds then on deposit in such collateral account to the prepayment of the Shelf Notes pursuant to Section 8.2(a), and provided further, that if all or any portion of the Net Cash Proceeds of any Extraordinary Receipt not required to be applied as a mandatory repayment pursuant to subclause (A) or (B) of this clause (ii) are not applied as provided in such subclauses within 180 days after (1) the date received or (2) the date so committed to be used pursuant to a definitive agreement entered into within 180 days of the date received, then such remaining portion not used shall be applied on the final date of such 180 day period to the prepayment of the Shelf Notes pursuant to Section 8.2(a).
(c) The Company will, at least one Business Day prior to an Available Proceeds Prepayment Date, give each holder of Shelf Notes a notice specifying (i) the aggregate principal amount of all Shelf Notes to be prepaid on such Available Proceeds Prepayment Date, and (ii) the principal amount, if any, of each Shelf Note held by such holder to be prepaid on such Available Proceeds Prepayment Date.
 
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(d) As used in this Section 8.2:
“ Available Proceeds ” means, at any date of determination with respect to a Prepayment Event, an amount equal to the Pro Rata Share of the holders of the Shelf Notes in respect of the Net Cash Proceeds resulting from such Prepayment Event.
“ Prepayment Event ” means (a) any Credit Party or any of its Subsidiaries receives Net Cash Proceeds from any Disposition (other than a Disposition permitted by any of Sections 10.5(a) to (i), inclusive, or Section 10.5(k)), (b) the Parent or any of its Subsidiaries issues or sells any Equity Interests (other than any sales or issuances of Equity Interests (i) to the Parent or any of its Subsidiaries, (ii) required by the express terms of the Partnership Agreement, (iii) for the express purpose of financing all or a portion of any Permitted Acquisition completed within 180 days before or 365 days after receipt of such Net Cash Proceeds, (iv) to the General Partner in order for the General Partner to continue to hold two percent (2%) of the issued Partnership Common Units, or (v) to directors, consultants and employees of the General Partner pursuant to the Parent’s Long Term Incentive Plan) or (c) any Credit Party or any of its Subsidiaries receives or is paid (directly or for its account) any Extraordinary Receipt.
“ Pro Rata Share ” means, in relation to any amount, with respect to the holders of the Shelf Notes, a share of such amount determined by multiplying such amount by a fraction, the numerator of which shall be the aggregate unpaid principal amount of Shelf Notes at the time outstanding plus any Make-Whole Amount then due, and the denominator of which shall be the sum of (a) the aggregate unpaid principal amount of the Shelf Notes at the time outstanding plus any Make-Whole Amount then due plus (b) the aggregate principal amount of outstanding loans under the Acquisition Facility. For purposes of determination of the principal amount of the outstanding loans under the Acquisition Facility, a portion of the Current Swap Obligations (as defined in the Intercreditor Agreement) shall be deemed to be principal in the manner contemplated by the definition of “Pro Rata Basis” in the Intercreditor Agreement.
The Company will furnish to the holders of the Shelf Notes, concurrently with the financial statements and other information furnished pursuant to Sections 7.1(a) and (b), a certificate of a Senior Financial Officer of the Company containing computations in reasonable detail showing whether any Net Cash Proceeds existed during the fiscal period covered by such financial statements, the source of such Net Cash Proceeds and the resulting amount or amounts of Available Proceeds.
(e) Anything contained in Section 8.2 to the contrary notwithstanding, so long as any Indebtedness is outstanding under any Credit Agreement Document, if the Intercreditor Agreement governs the initial application of any Net Cash Proceeds, the terms of the Intercreditor Agreement with regard to such application shall apply.
 
 	8.3.	Optional Prepayments.	
The Issuers may, at their option, upon notice as provided in Section 8.4, prepay at any time all, or from time to time any part (in a principal amount not less than $1,000,000 and in
 
39

integral multiples of $100,000) of the Shelf Notes, at the principal amount so to be prepaid together with accrued interest on such principal amount to the date of such prepayment and the Make-Whole Amount determined for the prepayment date with respect to such principal amount.
 
 	8.4.	Notice of Prepayments.	
The Company will give each holder of Shelf Notes written notice of each prepayment under Section 8.3 not less than 30 days and not more than 60 days prior to the date fixed for such prepayment. Each such notice shall specify the date fixed for such prepayment (which shall be a Business Day), the aggregate principal amount of the Shelf Notes to be prepaid on such date, the principal amount of Shelf Notes held by such holder to be prepaid (determined in accordance with Section 8.5) and the interest to be paid on the prepayment date with respect to such principal amount being prepaid.
Each such notice of prepayment pursuant to Section 8.3 shall be accompanied by a certificate of a Senior Financial Officer of the Company as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation (such certificate and computation to be reasonably acceptable to the Required Holders). Two Business Days prior to such prepayment, the Company shall deliver to each holder of Shelf Notes a certificate of a Senior Financial Officer of the Company specifying the calculation of such Make-Whole Amount as of the specified prepayment date.
 
 	8.5.	Allocation of Partial Prepayments.	
In the case of each partial prepayment of the Shelf Notes pursuant to Section 8.2 or Section 8.3, the principal amount of the Shelf Notes to be prepaid shall be allocated among all of the Shelf Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment, without regard to the Series of such Shelf Notes.
 
 	8.6.	Maturity; Surrender, etc.	
In the case of each prepayment of Shelf Notes pursuant to this Section 8, the principal amount of each Shelf Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such date, unless the Issuers shall fail to pay such principal amount when so due and payable, together with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Shelf Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Shelf Note shall be issued in lieu of any prepaid principal amount of any Shelf Note.
 
 	8.7.	Shelf Note Purchase Prohibition.	
The Issuers will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Shelf Notes except upon the payment or prepayment of the Shelf Notes in accordance with the terms of this Agreement and
 
40

the Shelf Notes. Each Issuer will promptly cancel all Shelf Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Shelf Notes pursuant to any provision of this Agreement and no Shelf Notes may be issued in substitution or exchange for any such Shelf Notes.
 
 	8.8.	Make-Whole Amount.	
The term “ Make-Whole Amount ” means, with respect to any Shelf Note of any Series, an amount equal to the excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the Called Principal of such Shelf Note of such Series over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero. For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:
“ Called Principal ” means, with respect to any Shelf Note of any Series, the principal of such Shelf Note that is to be prepaid pursuant to Section 8.2 or 8.3 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.
“ Discounted Value ” means, with respect to the Called Principal of any Shelf Note of any Series, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on the same periodic basis as that on which interest on such Series of Shelf Notes is payable) equal to the Reinvestment Yield with respect to such Called Principal.
“ Reinvestment Yield ” means, with respect to the Called Principal of any Shelf Note of any Series, 1.00% (100 basis points) over the yield to maturity implied by the yields reported, as of 10:00 A.M. (New York City time) on the second Business Day preceding the Settlement Date with respect to such Called Principal, on the display designated as Bloomberg Financial Markets Page “PX1” (or such other display as may replace Bloomberg Financial Markets Page “PX1”) for actively traded U.S. Treasury securities having a maturity equal to the remaining life of such Called Principal as of such Settlement Date, or if such yields are not reported as of such time or the yields reported as of such time are not ascertainable (including by way of interpolation), the Treasury Constant Maturity Series Yields reported, for the latest day for which such yields have been so reported as of the second Business Day preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a maturity equal to the remaining life of such Called Principal as of such Settlement Date. Such implied yield will be determined, if necessary, by converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and interpolating linearly between (1) the actively traded U.S. Treasury security with the maturity closest to and greater than the remaining life and (2) the actively traded U.S. Treasury security with the maturity closest to and less than the remaining life. The Reinvestment Yield shall be rounded upwards to the same number of decimals points as the number of decimal points set forth in the Shelf Notes for the interest rate.
“ Remaining Scheduled Payments ” means, with respect to the Called Principal of any Shelf Note of any Series, all payments of such Called Principal and interest thereon that would
 
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be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principal were made prior to its scheduled due date, provided that if such Settlement Date is not a date on which interest payments are due to be made under the terms of the Shelf Notes of such Series, then the amount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2, 8.3 or 12.1.
“ Settlement Date ” means, with respect to the Called Principal of any Shelf Note of any Series, the date on which such Called Principal is to be prepaid pursuant to Section 8.2 or 8.3 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.
 
9.	AFFIRMATIVE COVENANTS.	
Each of the Credit Parties jointly and severally covenants and agrees that so long as any of the Shelf Notes shall remain outstanding, it shall and shall (except in the case of Section 9.7) cause each Subsidiary to:
 
 	9.1.	Payment of Obligations.	
Pay and discharge as the same shall become due and payable: (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, except as expressly permitted under Section 5.11; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property not otherwise permitted under Section 10.1; and (c) except in such instances in which the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect, all Indebtedness and other Contractual Obligations, as and when due and payable but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness.
 
 	9.2.	Preservation of Existence, Etc.	
(a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except as permitted by Sections 10.4 or 10.5.
(b) Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.
(c) Preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.
 
 	9.3.	Maintenance of Properties.	
(a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted.
 
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(b) Make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
(c) Use the standard of care typical in the industry in the operation and maintenance of its facilities.
 
 	9.4.	Maintenance of Insurance.	
(a) Maintain with financially sound and reputable insurance companies not Affiliates of any Credit Party, insurance with respect to its properties and business against loss or damage (i) of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, and (ii) in such amounts, with such deductibles and covering such risks as are necessary to ensure that Uninsured Liabilities of any Credit Party and/or any Subsidiary are not reasonably likely to result in a Material Adverse Effect, and (iii) providing for not less than 30 days’ (or 10 days’ notice in the case of non-payment of premiums) prior notice to the Collateral Agent of termination, lapse or cancellation of such insurance.
(b) At all times keep all of its property (except real or personal property leased or financed through third parties in accordance with this Agreement) insured in favor of the Collateral Agent, and all policies or certificates with respect to such insurance (and any other insurance maintained by, or on behalf of, any Credit Party) (i) shall be endorsed to the Collateral Agent’s satisfaction for the benefit of the Collateral Agent (including, without limitation, by naming the Collateral Agent as certificate holder, mortgagee and loss payee with respect to real property, certificate holder and loss payee with respect to personal property, additional insured with respect to general liability and umbrella liability coverage and certificate holder with respect to workers’ compensation insurance), (ii) shall state that such insurance policies shall not be canceled or materially changed without at least 30 days (or 10 days in the case of non-payment of premiums) prior written notice thereof by the respective insurer to the Collateral Agent and (iii) shall be delivered to the Collateral Agent.
(c) If any Credit Party shall fail to maintain all insurance in accordance with this Section 9.4, or if any Credit Party shall fail to so name the Collateral Agent as an additional insured, mortgagee or loss payee, as the case may be, or so deliver all certificates with respect thereto, the Collateral Agent and/or the Required Holders shall have the right (but shall be under no obligation), upon five (5) Business Days prior written notice to the Parent, to procure such insurance, and the Credit Parties agree jointly and severally to reimburse the Collateral Agent or the Required Holders, as the case may be, for all costs and expenses of procuring such insurance.
(d) The provisions of this Section 9.4 shall be deemed supplemental to, but not duplicative of, the provisions of any Security Documents that require the maintenance of insurance.
 
 	9.5.	Compliance with Laws.	
Each Credit Party will comply with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property (including, without limitation,
 
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regulations, administrative orders and other orders referred to in Section 5.24), except to the extent any failures to comply with the above requirements, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
 
 	9.6.	Books and Records.	
Maintain proper books of record and account (a) in conformity with GAAP consistently applied, and (b) in material conformity with all applicable requirements of Law or any Governmental Authority having regulatory jurisdiction over such Credit Party or such Subsidiary, as the case may be.
 
 	9.7.	Use of Proceeds.	
The proceeds of the Series B Notes shall be used by the Issuers as permitted in Section 5.14.
 
 	9.8.	Covenant to Become Issuer and Give Security.	
(a) Prior to or concurrently with the formation or acquisition of any new direct or indirect Subsidiary by any Credit Party (or in the case of formation of any new Subsidiary in connection with a Permitted Acquisition, prior to or concurrently with the earlier of (x) the consummation of such Permitted Acquisition and (y) the date such Subsidiary otherwise acquires material assets), then the Issuers shall, at the Issuers’ expense:
(i) cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the holders a joinder to the Finance Documents as an additional Issuer under the Finance Documents, together with a certified copy of its Organizational Documents and resolutions authorizing the above actions, each in form and substance satisfactory to the Required Holders,
(ii) furnish to the holders a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Required Holders,
(iii) to the fullest extent permitted by applicable Laws, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Required Holders (including delivery of all Pledged Debt and Pledged Equity in and of such Subsidiary), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Finance Documents and constituting Liens on all such real and personal properties (other than Excluded Collateral),
(iv) to the fullest extent permitted by applicable Laws, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of
 
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notices on title documents) may be necessary or advisable in the opinion of the Required Holders to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust and security and pledge agreements delivered pursuant to this Section 9.8, enforceable against all third parties in accordance with their terms,
(v) deliver to the Collateral Agent and the holders, upon the request of the Required Holders in their sole discretion, signed copies of favorable opinions, addressed to the Collateral Agent and the other Secured Parties, of counsel(s) for the Credit Parties reasonably acceptable to the Required Holders as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Required Holders may reasonably request, and
(vi) deliver, upon the request of any holder in its sole discretion, to the holders with respect to each parcel of real property owned or held by the entity that is the subject of such formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Required Holders, provided, however , that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the holders.
(b) Prior to or concurrently with the acquisition of any property by any Credit Party, if such property, in the judgment of the Required Holders, shall not already be subject to a perfected first priority security interest (subject to any Permitted Liens) in favor of the Collateral Agent, then the Issuers shall, at the Issuers’ expense:
(i) furnish to the holders a description of the property so acquired in detail satisfactory to the Required Holders;
(ii) to the fullest extent permitted by applicable Laws, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent (with copies to the Purchasers) deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Required Holders, securing payment of all the Obligations of the applicable Credit Party under the Finance Documents and constituting Liens on all such properties (other than Excluded Collateral),
(iii) to the fullest extent permitted by applicable Laws, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Required Holders to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
 
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(iv) deliver to the Collateral Agent and the Required Holders, upon the request of the Required Holders in their sole discretion, signed copies of favorable opinions, addressed to the Collateral Agent and the other Secured Parties, of counsel(s) for the Credit Parties reasonably acceptable to the Required Holders as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Required Holders may reasonably request, and
(v) deliver, upon the request of the Required Holders in their sole discretion, to the Collateral Agent and the holders with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Required Holders, provided , however , that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent and the Required Holders,
(c) Upon the request of the Required Holders following the occurrence and during the continuance of a Default, the Issuers shall, at the Issuers’ expense, promptly:
(i) furnish to the Collateral Agent and the holders a description of the real and personal properties of the Credit Parties and their respective Subsidiaries in detail satisfactory to the Required Holders; and
(ii) deliver, upon the request of the Required Holders in their sole discretion, to the Collateral Agent and the holders with respect to each parcel of real property owned or held by any Credit Party or its Subsidiaries, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Required Holders; provided , however , that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent and the holders.
(d) At any time upon request of the Required Holders, promptly execute and deliver any and all further instruments and documents and take all such other action as the Required Holders may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust and other security and pledge agreements.
 
 	9.9.	Compliance with Environmental Laws.	
Comply, and cause all lessees and other Persons operating or occupying its properties to comply with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws, except to the extent any failures to comply with the above requirements, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
 
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 	9.10.	Preparation of Environmental Reports.	
At the request of the Required Holders from time to time, provide to the holders within 60 days after such request, at the expense of the Issuers, an environmental site assessment report for any of its properties described in such request, prepared by an environmental consulting firm acceptable to the Required Holders, indicating the presence or absence of Hazardous Materials and the estimated cost of any compliance, removal or remedial action in connection with any Hazardous Materials on such properties; without limiting the generality of the foregoing, if the Required Holders determine at any time that a material risk exists that any such report will not be provided within the time referred to above, the Required Holders may retain an environmental consulting firm to prepare such report at the expense of the Issuers, and the Issuers hereby grant and agree to cause any Subsidiary that owns any property described in such request to grant at the time of such request to the Required Holders, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants, to enter onto their respective properties to undertake such an assessment; provided that in no event shall such request for any report described in this Section 9.10 be made unless (a) a Default exists or (b) a notice has been delivered under Section 7.2(i).
 
 	9.11.	Further Assurances.	
Promptly upon request by the Required Holders, (a) correct any material defect or error that may be discovered in any Finance Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Required Holders may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Finance Documents, (ii) to the fullest extent permitted by applicable Law, subject any Credit Party’s or any of its Subsidiaries’ properties, assets, rights or interests (other than Excluded Collateral) to the Liens now or hereafter intended to be covered by any of the Security Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Security Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Finance Document or under any other instrument executed in connection with any Finance Document to which any Credit Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.
 
 	9.12.	Compliance with Terms of Leaseholds.	
Make all payments and otherwise perform all obligations in respect of all leases of real property to which any Credit Party or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, notify the holders of any default by any party with respect to such leases and cooperate with the holders in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect.
 
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 	9.13.	Material Contracts.	
Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Required Holders and, upon request of the Required Holders, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Credit Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
 
 	9.14.	Maintenance of Company Separateness.	
The Parent will, and will cause each of its Subsidiaries to, satisfy customary corporate and other organizational formalities, including, as applicable, the holding of regular board of directors’ and shareholders’ meetings or action by directors or shareholders without a meeting (or other legal equivalents thereof) and the maintenance of offices, books and records. Neither the Parent nor any of its Subsidiaries shall take any action, or conduct its affairs in a manner, which could reasonably be expected to result in the separate legal existence of the Parent or any of its Subsidiaries being ignored, or in the assets and liabilities of the Parent or any of its Subsidiaries being substantively consolidated with those of any other such Person in a bankruptcy, reorganization or other insolvency proceeding.
 
 	9.15.	Maintenance of Trust Funds and Trust Accounts.	
Each Issuer shall set aside in the appropriate Trust Account, all applicable Trust Funds at the time such funds are received by such Issuer, and such Issuer shall establish and maintain all of the funding obligations of each of the Trust Accounts in accordance with applicable Law.
 
 	9.16.	Amendment to Credit Agreement Documents Covenants.	
If the Credit Parties shall at any time after the date of this Agreement, amend or modify any Credit Agreement Document in a manner that requires any Credit Party to make a mandatory prepayment, comply with a covenant or add an event of default or change any related definition that either is not at such time included in this Agreement or, if such mandatory prepayment, covenant or event of default shall already be included in this Agreement, is more restrictive upon any Credit Party than such existing mandatory prepayment, covenant or event of default, each such mandatory prepayment, covenant and each event of default, definition and other provision relating to such mandatory prepayment, covenant or event of default in such Credit Agreement Document (as amended or modified from time to time thereafter) shall be automatically deemed to be incorporated by reference in this Agreement, mutatis mutandis, as if then set forth herein in full. Promptly after any such amendment or modification, the Credit Parties will (a) furnish to the holders a copy of each such mandatory prepayment, covenant and each event of default, definition and other provisions related thereto and (b) execute and deliver to the holders an
 
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instrument, in form and substance reasonably satisfactory to the Required Holders, modifying this Agreement by adding or modifying, as the case may be, the full text of such mandatory prepayment, covenant and the events of default, definitions and other related provisions.
 
 	10.	NEGATIVE COVENANTS.	
Each of the Credit Parties jointly and severally covenants and agrees that, so long as any of the Shelf Notes shall remain outstanding, it shall not, nor shall it permit any Subsidiary to, directly or indirectly, and solely in the case of Section 10.16, the General Partner and the Parent shall not:
 
 	10.1. 	Liens.	
Create, incur, assume, sign, file or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, or assign any accounts or other right to receive income, other than the following (collectively, “ Permitted Liens ”):
(a) Liens pursuant to any Finance Document;
(b) Liens in favor of an insurance company or agent which secure insurance premium financing arrangements with such Person, to the extent permitted under Section 10.2(e), provided that such Liens are limited to the insurance contracts with respect to which related premiums are being financed;
(c) Liens for taxes, assessments and governmental charges not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;
(d) Liens in respect of property or assets of a Credit Party imposed by law which were incurred in the ordinary course of business and which have not arisen to secure Indebtedness for borrowed money, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlord’s Liens, and other similar Liens arising in the ordinary course of business, and which either (x) do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of such Credit Party or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or asset subject to such Lien;
(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;
(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;
(g) Permitted Encumbrances;
 
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(h) Liens arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 11(h), provided that no cash or other property shall be pledged by any Credit Party as security therefor;
(i) Liens securing Indebtedness permitted under Section 10.2(g) and Liens securing accounts payable for the purchase of pre-assembled mausoleums and crypts; provided that (A) such Liens only serve to secure the payment of Indebtedness or accounts payable arising under such related obligation, (B) the Liens encumbering the assets giving rise to such obligations do not encumber any other asset of any Credit Party, and (C) such Liens do not secure aggregate lease payments, principal amounts and accounts payable in excess of the limitation set forth in Section 10.2(g);
(j) Licenses, leases or subleases granted to third Persons in the ordinary course of business not interfering in any material respect with the business of any Credit Party;
(k) Liens arising from or related to precautionary UCC financing statements regarding operating leases entered into by any Credit Party;
(l) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;
(m) bankers liens and customary rights of setoff, revocation and chargeback under deposit or credit card agreements entered into in the ordinary course of business; and
(n) any Lien or other restriction on the use of property (including cash) deposited in any Trust Fund, to the extent imposed by law or by the terms of the agreement governing such Trust Fund.
 
 	10.2. 	Indebtedness.	
Create, incur, assume or suffer to exist any Indebtedness, except:
(a) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party (it being agreed that cross-default, setoff and other customary provisions under any Swap Contract shall be permitted);
(b) (i) Indebtedness of the Credit Parties incurred pursuant to this Agreement and the other Finance Documents and (ii) Indebtedness of the Credit Parties incurred pursuant to the Credit Agreement Documents in an aggregate outstanding principal amount not to exceed $65,000,000 (the “ Aggregate Credit Facility Cap ”) at any time divided between an Acquisition Facility not to exceed $40,000,000 (the “ Acquisition Facility Cap ”) at any time and a Revolving Credit Facility (as such term is defined in the Credit Agreement) not to exceed $25,000,000 (the “ Revolving Facility Cap ”) at any time (in each case as from time to time reduced by principal repayments thereof, other than repayments of revolving loans which may by
 
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their terms be reborrowed); provided, however , that with the approval (such approval not to be unreasonably withheld, conditioned or delayed) of the Required Holders, the Aggregate Credit Facility Cap may be increased up to $90,000,000, the Acquisition Facility Cap may be increased up to $55,000,000 and the Revolving Facility Cap may be increased up to $35,000,000;
(c) loans and advances from (i) the Parent to any Issuer, (ii) any Issuer to any other Issuer, (iii) any Issuer to the Parent made for the purpose of making payments permitted pursuant to Section 10.6 and (iv) any Issuer or the Parent to the Parent or the General Partner for the purpose of paying ordinary business expenses of the Parent and the General Partner;
(d) Indebtedness under the Finance Documents;
(e) Insurance premium financing arrangements made on customary and reasonable terms;
(f) Guarantees of any Issuer in respect of Indebtedness otherwise permitted hereunder of any Issuer;
(g) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 10.1(i); provided , however , that the aggregate lease payments and principal amounts of all such Indebtedness at any one time outstanding shall not exceed $7,500,000;
(h) Seller Subordinated Debt, provided that (i) such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to the Required Holders and substantially in the form set forth on Exhibit 10.2(h) hereto, and (ii) at the time of the related Permitted Acquisition, such Indebtedness does not exceed 25% of the total value of (A) the assets so acquired or (B) the assets of the Acquired Person, as the case may be;
(i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business so long as such Indebtedness is extinguished within three Business Days of the incurrence thereof;
(j) Indebtedness of the Issuers evidenced by completion guarantees, performance bonds and surety bonds incurred in the ordinary course of business for purposes of insuring the performance of the Issuers;
(k) Indebtedness of a type described in clause “(g)” of the definition of Indebtedness, to the extent payment of such Indebtedness is permitted under Section 10.6;
(l) Unsecured Indebtedness of the General Partner issued solely for the purpose of financing Investments permitted pursuant to Section 10.3(k); and
(m) Other unsecured Indebtedness not otherwise permitted above, in an aggregate principal amount outstanding not to exceed $1,000,000 at any time.
 
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 	10.3. 	Investments.	
Make or hold any Investments, except:
(a) Investments held by any Credit Party in the form of Cash Equivalents;
(b) loans and advances by any Credit Party to officers and employees of such Credit Party, in each case incurred in the ordinary course of business, in an aggregate outstanding principal amount for all Credit Parties not to exceed $500,000 at any time (determined without regard to any write-downs or write-offs of such loans and advances);
(c) (i) Investments by any Credit Party and its Subsidiaries in their respective Subsidiaries outstanding on the date hereof, (ii) additional Investments by any Credit Party and its Subsidiaries in any Issuer, (iii) additional Investments by Subsidiaries of the Issuers that are not Credit Parties in other Subsidiaries that are not Credit Parties, and (iv) without duplication, Investments in the form of loans and advances permitted under Section 10.2(c);
(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors or from account debtors in settlement of delinquent accounts to the extent reasonably necessary in order to prevent or limit loss;
(e) Guarantees permitted by Section 10.2;
(f) Investments existing on the date hereof (other than those referred to in Section 10.3(c)(i)) and set forth on Schedule 5.8(e);
(g) Investments by any Issuer in Swap Contracts permitted under Section 10.2(a);
(h) Permitted Acquisitions by any Issuer; provided that, with respect to each such Permitted Acquisition:
(i) the Credit Parties shall furnish to the holders projections, for the two years following such acquisition, of revenue, and costs attributable to the property proposed to be acquired,
(ii) any such newly-created or acquired Subsidiary shall comply with the requirements of Section 9.8;
(iii) the lines of business of the Person to be (or the property of which is to be) so purchased or otherwise acquired shall be substantially the same lines of business as one or more of the principal businesses of the Issuers in the ordinary course;
(iv) such Permitted Acquisition shall not include or result in any contingent liabilities that could reasonably be expected to be material to the business, financial condition, operations or prospects of the Parent, or the Parent and its Subsidiaries taken as a whole (as determined in good faith by the board of directors (or the persons performing similar functions) of the Company if the board of directors is otherwise approving such transaction and, in each other case, by a Responsible Officer);
 
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(v) updated schedules to the Finance Documents to reflect the transactions related to such Permitted Acquisition shall be delivered prior to such acquisition, and upon consummation thereof all representations and warranties contained herein and in the other Finance Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Permitted Acquisition (both before and after giving effect thereto), unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date;
(vi) the Aggregate Consideration paid by or on behalf of the Issuers for any such Permitted Acquisition (other than Dignity 2007) shall not exceed $2,500,000, on an individual basis, or $20,0000,000, when aggregated with the total Aggregate Consideration paid by or on behalf of the Issuers for all other Permitted Acquisitions (other than Dignity 2007) which closed in the immediately preceding 365 days, without the approval of the Required Holders (such approval not to be unreasonably withheld, conditioned or delayed); provided , however , if the Issuers shall have delivered to each holder (1) the approval package and appraisals as required by Section 8(h)(viii) below and (2) a written request for such approval in connection therewith and have not received a written denial of such request from a holder within twenty (20) days from delivery, then such holder will be deemed to have given such approval;
(vii) immediately before and immediately after giving pro forma effect to any such Permitted Acquisition or other acquisition, on a Pro Forma Basis (for the related Calculation Period), no Default shall have occurred and be continuing;
(viii) the receipt by each holder, not less than (A) thirty (30) days prior to such Permitted Acquisition (or such shorter period as the Required Holders may agree to in writing), of (1) the approval package to be presented to the Company’s board of managers and (2) all appraisals completed in connection therewith, for any such acquisition the consideration for which is greater than $5,000,000 and (B) ten (10) Business Days prior to Permitted Acquisition (or such shorter period as the Required Holders may agree to in writing), the approval package to be presented to the Company’s board of managers, for such acquisition the consideration for which is less than or equal to $5,000,000; and
(ix) the Issuers shall have delivered to each holder, at least five Business Days prior to the date on which any such Permitted Acquisition is to be consummated, a certificate of a Responsible Officer, in form and substance reasonably satisfactory to the Required Holders, (A) certifying that all of the requirements set forth in this clause (h) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition, and (B) attaching a pro forma Compliance Certificate showing compliance, on a Pro Forma Basis (for the related Calculation Period), with the covenants set forth in Section 10.11 immediately after giving effect to the consummation of such Permitted Acquisition;
 
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(i) Investments in newly formed wholly-owned Subsidiaries so long as, in each case, (i) at least 30 days prior written notice thereof is given to the Required Holders (or such lesser prior written notice as may be agreed to by the Required Holders in any give case), (ii) the Equity Interests of such new Subsidiary are promptly pledged pursuant to, and to the extent required by, this Agreement and the Pledge Agreement and the certificates, if any, representing such Equity Interests, together with appropriate transfer powers duly executed in blank, are delivered to the Collateral Agent, (iii) such new Subsidiary promptly executes a counterpart hereto and of the Pledge Agreement and the Security Agreement, and (iv) all actions required pursuant to Section 9.8 have been taken;
(j) Bank deposits in the ordinary course of business;
(k) Investments of the General Partner in Partnership Common Units in order for the General Partner to continue to hold two percent (2%) of the issued Partnership Common Units;
(l) Disposition Notes issued in connection with Dispositions permitted under Section 10.5 where not less than 75% of the consideration was paid to the applicable Credit Party in cash; provided that, the aggregate principal outstanding amount of such Disposition Notes shall not exceed $1,500,000 at any time;
(m) Investments of Trust Funds, interest and other earnings thereon, in accordance with Section 10.17;
(n) Advances by the Issuers to their suppliers which are made in the ordinary course for the purpose of prepaying purchases of inventory; and
(o) Other Investments not otherwise permitted above, in an aggregate amount outstanding not to exceed $1,000,000 at any time.
 
 	10.4. 	Fundamental Changes.	
Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
(a) any Issuer may merge with and into, may convert into or be dissolved or liquidated into, or may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Issuer, so long as (i) the security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents in the assets of such Issuer shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such merger, conversion, dissolution or liquidation) and (ii) such merger, conversion, dissolution or liquidation does not violate the terms of the Partnership Agreement or otherwise result in negative tax consequences for the Parent; and
(b) any Subsidiary that is not a Credit Party may Dispose of all or substantially all its assets (including any Disposition that is in the nature of a liquidation) to (i) another Subsidiary that is not a Credit Party or (ii) to a Credit Party.
 
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 	10.5. 	Dispositions.	
Make any Disposition or enter into any agreement to make any Disposition, except:
(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;
(b) Dispositions of inventory and Cemetery Property in the ordinary course of business;
(c) Dispositions, in each case without recourse and in the ordinary course of business, of overdue accounts receivable arising in the ordinary course of business, but only in connection with the compromise or collection thereof and not as part of any financing transaction;
(d) Licenses, leases or subleases of property to third Persons, made in the ordinary course of business and not interfering in any material respect with the business of any Credit Party;
(e) Dispositions of tangible personal property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;
(f) Dispositions of real property by any Credit Party which is not otherwise permitted under clause (b) above; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition, (ii) the aggregate book value of all such property Disposed of in reliance on this clause (f) in any fiscal year shall not exceed $6,000,000 and (iii) the purchase price for such property shall be paid to such Credit Party in cash (and any Disposition Note permitted by Section 10.3(l));
(g) Dispositions by any Credit Party to any other Credit Party, so long as the security interests granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Documents in the assets so transferred shall remain in full force and effect and perfected (to at least the same extent as in effect immediately prior to such transfer);
(h) Dispositions of Equity Interests in the Parent by the General Partner, to the extent required under the terms of the Partnership Agreement or any employee benefit plan of a Credit Party;
(i) Dispositions constituting Permitted Liens or permitted by Section 10.4;
(j) Dispositions of tangible property (real or personal), so long as (i) no Default then exists or would result therefrom, (ii) each such sale is in an arm’s-length transaction and the applicable Credit Party receives at least fair market value (as determined in good faith by such Credit Party), (iii) the total consideration received by such Credit Party is paid at the time of the closing of such sale in cash (and any Disposition Note permitted by Section 10.3(l)), and (iv) the Net Cash Proceeds therefrom are applied and/or reinvested as (and to the extent) required by Section 8.2; and
 
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(k) Dispositions of Cash Equivalents made in the ordinary course of business.
To the extent the Required Holders waive the provisions of this Section 10.5 with respect to any Disposition of Collateral, or any Collateral is Disposed of as permitted by this Section 10.5, such Collateral (unless transferred to a Credit Party) shall be Disposed of free and clear of the Liens created by the Security Documents and the holders will direct the Collateral Agent to take such actions as are appropriate in connection therewith.
 
 	10.6. 	Restricted Payments; Equity Issuances.	
(a) Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:
(i) each Subsidiary may make Restricted Payments to any Issuer or the Parent; and
(ii) the Parent and the General Partner shall be permitted to make regularly scheduled quarterly distributions to its general and limited partners or members, as applicable, to the extent set forth in the Partnership Agreement and the GP Agreement, respectively, each as in effect as of the Series B Closing Date, to the extent that (A) at the time such distribution is made no Default exists, or would exist after giving effect to such distribution, and (B) for the fiscal quarter most recently ended prior to the date of such distribution, the chief financial officer of the Parent or General Partner, as applicable, delivers to the holders a certificate that the above conditions have been satisfied; or
(b) Issue or sell any Equity Interests (including by way of sales of treasury stock), except for:
(i) Issuances by the Parent and the General Partner of Equity Interests which are not mandatorily redeemable;
(ii) transfers to any Credit Party and replacements of then outstanding shares of capital stock or other Equity Interests of any Issuer (subject to the delivery of any documents required by the Pledge Agreement or any other Finance Document);
(iii) stock splits, stock dividends and additional issuances by any Issuer which does not decrease the percentage ownership of the Parent or any of its Subsidiaries in any class of the Equity Interests of such Issuer (or otherwise adversely affect the Lien of the Collateral Agent in the Equity Interests of such Issuer);
(iv) any issuances made to qualify directors to the extent required by applicable Law; and
(v) issuances of Equity Interests by Subsidiaries formed after the Series B Closing Date pursuant to Section 9.8 (to the extent in accordance with the requirements of Section 9.8); provided that all Equity Interests issued in accordance with this clause (v) shall, to the extent required by the Pledge Agreement or any other Finance Document, be delivered to the Collateral Agent.
 
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 	10.7. 	Change in Nature of Business.	
Engage in any line of business other than the Permitted Business.
 
 	10.8. 	Transactions with Affiliates.	
Enter into any transaction of any kind with any Affiliate of any Credit Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to such Credit Party as would be obtainable by such Credit Party at the time in a comparable arm’s length transaction with a Person other than an Affiliate; provided that the following shall in any event be permitted: (i) the Transaction; (ii) intercompany transactions among Credit Parties that are entered into pursuant to the reasonable business requirements of the Credit Parties and that are not prohibited under this Agreement or any other Finance Document; (iii) the payment of consulting or other fees to any Credit Party in the ordinary course of business; (iv) customary fees to non-officer directors (or equivalents) of the General Partner; (v) the Credit Parties may perform their respective obligations under any Employment Agreements, employee benefit plans of any Credit Party and other employment arrangements with respect to the procurement of services with their respective officers and employees, in each case so long as any such employment arrangements are entered into in the ordinary course of business; (vi) Restricted Payments may be paid by Credit Parties to the extent permitted by Section 10.6; (vii) payments may be made pursuant to any Tax Allocation Agreement; (viii) Credit Parties may enter into transactions with employees and/or officers of the Credit Parties in the ordinary course of business so long as any such material transaction has been approved by the governing bodies of such Credit Parties; and (ix) the Credit Parties may perform their respective obligations under (A) the Omnibus Agreement, dated as of the Series B Closing Date, among certain Credit Parties and certain of their Affiliates, and (B) the Assignment Agreement, dated as of the Effective Date, between McCown De Leeuw & Co. IV, L.P. and the Parent. In no event shall any management, consulting or similar fee be paid or payable by the Parent or any of its Subsidiaries to any Affiliate, except as specifically provided in this Section 10.8.
 
 	10.9. 	Burdensome Agreements.	
Enter into or permit to exist any Contractual Obligation that (a) limits the ability (i) of any Subsidiary to make Restricted Payments or Intercompany Loan payments to any Credit Party or to otherwise transfer property to or invest in any Credit Party, except for (A) this Agreement, the other Finance Documents, and the Credit Agreement Documents, (B) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any Issuer, or (C) the Partnership Agreement; provided , however , that this clause (a) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 10.2(g) solely to the extent any such negative pledge relates to the property financed by the holder of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person.
 
 	10.10. 	Use of Proceeds.	
Use the proceeds of the Shelf Notes, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.
 
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 	10.11. 	Financial Covenants.	
(a) Minimum EBITDA. The Parent will not permit Consolidated EBITDA for any Measurement Period to be less than the sum of (i) $26,900,000 plus (ii) 80% of the aggregate of all Consolidated EBITDA for each Permitted Acquisition completed after the Series B Closing Date (the “ Permitted Acquisition Step-Up ” ).
(b) Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio for any Measurement Period to be less than 3.50 to 1.0.
(c) Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio for any Measurement Period to be greater than 3.50 to 1.0.
 
 	10.12. 	Amendment of Partnership Units and Organizational Documents.	
(a) Amend or modify, or permit the amendment or modification of, any provision of any Partnership Common Unit or Partnership Subordinated Unit or of any agreement (including, without limitation, certificate of designation) relating thereto in a manner that is inconsistent with the Partnership Agreement or that could reasonably be expected to be adverse in any material respect to the interests of the holders; or
(b) amend modify or change in any way adverse to the interests of the holders in any material respect the Partnership Agreement, the GP Agreement or any other Credit Party’s Organizational Documents, or any Shareholders’ Agreement, Tax Allocation Agreement or Management Agreement, or enter into any new Organizational Document, Shareholders’ Agreement, Tax Allocation Agreement or Management Agreement which could reasonably be expected to be adverse in any material respect to the interests of the holders or, in the case of any Management Agreement, which involves the payment by any Credit Party of any amount which could give rise to a violation of this Agreement; provided that, the foregoing clause shall not restrict (i) the ability of Parent or the General Partner to amend the Partnership Agreement or the GP Agreement, respectively, to authorize the issuance of Equity Interests otherwise permitted to be issued pursuant to the terms of this Agreement, or (ii) the ability of the Parent to amend its Organizational Documents to adopt customary takeover defenses for a public company, such as classification of its board of directors, requirements for notice of acquisition of shares and other similar measures.
 
 	10.13. 	Accounting Changes.	
Make any material change in any accounting policies or reporting practices, except as required by GAAP, or make any change in its fiscal year.
 
 	10.14. 	Prepayments, Etc. of Indebtedness.	
Make (or give any notice in respect of) any voluntary or optional payment or prepayment on or redemption, repurchase or acquisition for value of (including, without limitation, by way of
 
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depositing with the trustee with respect thereto or any other Person, money or securities before due for the purpose of paying when due), or any prepayment or redemption (except as expressly required under the terms of the relevant agreement) as a result of any asset sale, Change of Control or similar event of any Indebtedness pursuant to the Credit Agreement Documents or, after the incurrence or issuance thereof, any Seller Subordinated Debt, except that revolving loans under the Credit Agreement may be (i) prepaid at any time so long as no Event of Default is continuing or (ii) prepaid solely from the cash proceeds of Receivables Rights (as such term is defined in the Intercreditor Agreement) if an Event of Default then exists.
 
 	10.15. 	Amendment of Finance Documents and Indebtedness.	
(a) Amend, modify or change, in any way adverse to the interests of the holders, any Credit Agreement Document; or
(b) amend, modify or change in any way adverse to the interests of the holders in any material respect any Seller Subordinated Debt.
 
 	10.16. 	Holding Company. In the case of the General Partner and the Parent:	
(a) the General Partner will not itself: (i) engage in a Permitted Business; (ii) own any significant assets (other than (A) its general partnership Equity Interest in the Parent, (B) cash to be loaned, dividended, contributed and/or otherwise promptly applied for purposes not otherwise prohibited by this Agreement and (C) other assets used or held in connection with the performance of activities permitted to be conducted by the General Partner); or (iii) have any liabilities (other than those liabilities for which it is responsible under any Finance Document or Credit Agreement Document to which it is a party, the GP Agreement, and any other Indebtedness permitted to be incurred by the General Partner pursuant to Section 10.2); provided, however , the restrictions above shall not prohibit (or be construed to prohibit) the General Partner or its employees from conducting the activities contemplated to be conducted by the General Partner under the GP Agreement and the Partnership Agreement (each as in effect on the Series B Closing Date or as amended in accordance with this Agreement), and other administrative, management or ordinary course “holding company” activities necessary or desirable in connection with the operation of the Permitted Business through the General Partner and the Issuers (including, without limitation, intercompany management functions and the provision of umbrella insurance policies); and
(b) the Parent will not itself: (i) engage in a Permitted Business; (ii) own any significant assets (other than (A) the Equity Interests in the Company, (B) any Intercompany Loan permitted to be made by it pursuant to Section 10.2(c), whether or not evidenced by an Intercompany Note, (C) cash to be loaned, dividended, contributed and/or otherwise promptly applied for purposes not otherwise prohibited by this Agreement, and (D) other assets used or held in connection with the performance of activities permitted to be conducted by the Parent); or (iii) have any liabilities (other than those liabilities for which it is responsible under this Agreement, the Partnership Agreement, the Finance Documents and the Credit Agreement Documents to which it is a party, any Intercompany Loan permitted to be incurred by it pursuant to Section 10.2(c) and any other Indebtedness permitted to be incurred by the Parent pursuant to Section 10.2); provided , however , the restrictions contained above shall not prohibit (or be
 
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construed to prohibit) the Parent from conducting administrative and other ordinary course “holding company” activities necessary or desirable in connection with the operation of the Permitted Business through the Issuers.
 
 	10.17. 	Trust Funds.	
Except in accordance with reasonable business practices and applicable Law, (a) withdraw or otherwise remove any monies or other assets (whether principal, interest or other earnings) from any Trust Account except for the purpose of providing the merchandise or services which are intended to be provided out of such Trust Account or (b) make any investments of Trust Funds or interest or other earnings thereon.
 
11.	EVENTS OF DEFAULT.	
Any of the following shall constitute an Event of Default:
(a) Non-Payment. Any Credit Party fails to (i) pay when and as required to be paid herein, any amount of principal of, or Make-Whole Amount on, any Shelf Note, or (ii) pay, within three days after the same becomes due, any interest on any Shelf Note, or (iii) pay, within five days after the same becomes due, any other amount payable hereunder or under any other Finance Document; or
(b) Specific Covenants . Any Credit Party fails to perform or observe any term, covenant or agreement contained in any of Section 7.1, 7.2, 7.3, 7.4, 9.2, 9.7, 9.8, 9.14, 9.15, or 10;
(c) Other Defaults . Any Credit Party fails to perform or observe any other covenant or agreement (not specified in Section 11(a) or Section 11(b)) contained in any Finance Document on its part to be performed or observed and such failure continues unremedied for 30 days after notice thereof is provided to any Credit Party by any holder;
(d) Representations and Warranties . Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Credit Party herein, in any other Finance Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made;
(e) Cross-Default . (i) Any Credit Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), but subject to any applicable grace or cure period, in respect of any Indebtedness or Guarantee of Indebtedness (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate outstanding principal amount (including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee of Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the
 
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beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, but subject to any applicable grace or cure period, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded (it being understood that a default or other event or condition described in this clause (B) shall cease to constitute an Event of Default if and when the same has been cured or otherwise ceases to exist, in each case prior to the taking of any action by the Required Holders pursuant to Section 12.1); or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which a Credit Party or any Subsidiary thereof is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which a Credit Party or any Subsidiary thereof is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by such Credit Party or such Subsidiary as a result thereof is greater than the Threshold Amount;
(f) Insolvency Proceedings, Etc. Any Credit Party or any Subsidiary thereof institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 90 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 90 calendar days, or an order for relief is entered in any such proceeding;
(g) Inability to Pay Debts; Attachment. (i) Any Credit Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy;
(h) Judgments . There is entered against any Credit Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 60 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect;
 
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(i) ERISA. (i) any ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result, individually or in the aggregate, in liability of any Issuer under Title IV of ERISA, to any Pension Plan, Multiemployer Plan or the PBGC, in excess of the Threshold Amount, (ii) any Issuer or any ERISA Affiliate fails to pay any installment payment with respect to any withdrawal liability pursuant to Section 4201 of ERISA, within a period of thirty (30) calendar days after such payment was otherwise due pursuant to Section 4219 of ERISA under any Multiemployer Plan, provided that the failure to make such installment prior to the expiration of the sixty-day (60) time period prescribed in Section 4219(c)(5)(A) of ERISA could reasonably be expected to result in the acceleration of withdrawal liability pursuant to Section 4219(c)(5) of ERISA, individually or in the aggregate, in excess of the Threshold Amount; or (iii) any Issuer or any ERISA Affiliate currently is, or is reasonably expected to be, in “default” under a Multiemployer Plan, as described in Section 4219(c)(5)(B), which has resulted, or could reasonably be expected to result, individually or in the aggregate, in withdrawal liability of such Issuer or ERISA Affiliate under Title IV of ERISA to the Multiemployer Plan in excess of the Threshold Amount;
(j) Invalidity of Finance Documents. Any provision of any Finance Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Credit Party or any other Person contests in any manner the validity or enforceability of any provision of any Finance Document; or any Credit Party denies that it has any or further liability or obligation under any provision of any Finance Document, or purports to revoke, terminate or rescind any provision of any Finance Document;
(k) Change of Control. There occurs any Change of Control;
(l) Intercreditor Agreement . The Intercreditor Agreement or any provision thereof shall cease to be in full force and effect;
(m) Security Documents . Any Security Document after delivery thereof pursuant to Section 4.1(h) or 9.8 shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Liens permitted by Section 10.1) on the Collateral purported to be covered thereby; or
(n) (i) The subordination provisions of any documents evidencing or governing any subordinated Indebtedness (the “ Subordination Provisions ”) shall, in whole or in part, terminate, cease to be effective or cease to be legally valid, binding and enforceable against any holder of the applicable subordinated Indebtedness; or (ii) any Credit Party shall, directly or indirectly, disavow or contest in any manner (A) the effectiveness, validity or enforceability of any of the Subordination Provisions, (B) that the Subordination Provisions exist for the benefit of the holders or (C) that all payments of principal of or premium and interest on the applicable subordinated Indebtedness, or realized from the liquidation of any property of any Credit Party, shall be subject to any of the Subordination Provisions.
 
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12.	REMEDIES ON DEFAULT, ETC.	
 
 	12.1. 	Acceleration.	
(a) If an Event of Default with respect to a Credit Party described in paragraph (f) of Section 11 has occurred, all the Shelf Notes then outstanding shall automatically become immediately due and payable.
(b) If any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Issuers, declare all the Shelf Notes then outstanding to be immediately due and payable.
(c) If any Event of Default described in paragraph (a) of Section 11 has occurred and is continuing, any holder or holders of Shelf Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Issuers, declare all the Shelf Notes held by it or them to be immediately due and payable.
Upon any Shelf Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Shelf Notes will forthwith mature and the entire unpaid principal amount of such Shelf Notes, plus (x) all accrued and unpaid interest thereon and (y) the Make-Whole Amount determined in respect of such principal amount, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Issuers acknowledge, and the parties hereto agree, that each holder of a Shelf Note has the right to maintain its investment in the Shelf Notes free from repayment by the Issuers (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Issuers in the event that the Shelf Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.
 
 	12.2. 	Other Remedies.	
If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Shelf Notes have become or have been declared immediately due and payable under Section 12.1, the holder of any Shelf Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Shelf Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.
 
 	12.3. 	Rescission.	
At any time after any Shelf Notes have been declared due and payable pursuant to clause (b) or (c) of Section 12.1, the Required Holders, by written notice to the Company, may rescind and annul any such declaration and its consequences if (a) the Issuers have paid all overdue interest on the Shelf Notes, all principal of and Make-Whole Amount, if any, on any Shelf Notes
 
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that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if any, and any overdue interest in respect of any Series of Shelf Notes, at the Default Rate for such Series, (b) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 17, and (c) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Shelf Notes. No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.
 
 	12.4. 	No Waivers or Election of Remedies, Expenses, etc.	
No course of dealing and no delay on the part of any holder of any Shelf Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Shelf Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Credit Parties under Section 15, the Credit Parties jointly and severally agree to pay to the holder of each Shelf Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 12, including, without limitation, reasonable attorneys’ fees, expenses and disbursements.
 
13.	REGISTRATION; EXCHANGE; SUBSTITUTION OF SHELF NOTES.	
 
 	13.1. 	Registration of Shelf Notes.	
The Company shall keep at its principal executive office a register for the registration and registration of transfers of Shelf Notes. The name and address of each holder of one or more Shelf Notes, each transfer thereof and the name and address of each transferee of one or more Shelf Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Shelf Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and no Issuer shall be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Shelf Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Shelf Notes.
 
 	13.2. 	Transfer and Exchange of Shelf Notes.	
Upon surrender of any Shelf Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, accompanied by a written instrument of transfer duly executed by the registered holder of such Shelf Note or such holder’s attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Shelf Note or part thereof), within five Business Days thereafter the Issuers shall execute and deliver, at the Credit Parties’ joint and several expense (except as provided below), one or more new Shelf Notes of the same Series (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Shelf Note. Each such new Shelf Note shall be payable to such QIB as such holder may request and shall be substantially in the form of Shelf Note for
 
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such Series as set forth in Exhibit A-1, Exhibit A-2 or Exhibit A-3, as the case may be. Each such new Shelf Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Shelf Note or dated the date of the surrendered Shelf Note if no interest shall have been paid thereon. The Issuers may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Shelf Notes. Shelf Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Shelf Notes, one Shelf Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Shelf Note registered in its name (or the name of its nominee), shall be deemed to have (a) made the representation set forth in the second sentence of Section 6.1 and in Section 6.2 and (b) represented to the Company that it is a QIB.
 
 	13.3. 	Replacement of Shelf Notes.	
Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Shelf Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and
(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it ( provided that if the holder of such Shelf Note is, or is a nominee for, an original Purchaser or another holder of a Shelf Note with a minimum net worth of at least $10,000,000, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or
(b) in the case of mutilation, upon surrender and cancellation thereof, the Issuers at their own joint and several expense shall execute and deliver, in lieu thereof, a new Shelf Note of the same Series, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Shelf Note or dated the date of such lost, stolen, destroyed or mutilated Shelf Note if no interest shall have been paid thereon.
 
14.	PAYMENTS ON SHELF NOTES.	
 
 	14.1. 	Place of Payment.	
Subject to Section 14.2, payments of principal, Make-Whole Amount, if any, and interest becoming due and payable on the Shelf Notes shall be made in New York, New York at the principal office of Citibank, N.A. in such jurisdiction. The Company may at any time thereafter, by notice to each holder of a Shelf Note, change the place of payment of the Shelf Notes so long as such place of payment shall be either the principal office of the Company in the United States or the principal office of a bank or trust company in the United States.
 
 	14.2. 	Note Payments.	
So long as a Purchaser or its nominee shall be the holder of any Shelf Note, and notwithstanding anything contained in Section 14.1 or in such Shelf Note to the contrary, the Issuers will pay all sums becoming due on such Shelf Note for principal, Make-Whole Amount, if any, and interest, which comply with the terms of this Agreement, by wire transfer of immediately available funds for credit (not later than 12:00 noon, New York City local time, on
 
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the date due) to (i) the account or accounts of such Purchaser specified in the Schedule A attached hereto in the case of any Series A Note or Series B Note, (ii) the account or accounts of such Purchaser specified in the Confirmation of Acceptance in the case of any other Shelf Note or (iii) such other account or accounts in the United States as such Purchaser may from time to time designate in writing, notwithstanding any contrary provision herein or in any Shelf Note, without the presentation or surrender of such Shelf Note or the making of any notation thereon, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Shelf Note, such Purchaser shall surrender such Shelf Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section 14.1. Prior to any sale or other disposition of any Shelf Note held by a Purchaser or its nominee such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Shelf Note to the Company in exchange for a new Shelf Note or Shelf Notes pursuant to Section 13.2. The Issuers will afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or indirect transferee of any Shelf Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Shelf Note as such Purchaser has made in this Section 14.2.
 
15.	EXPENSES, ETC.	
 
 	15.1. 	Transaction Expenses, etc.	
Whether or not the transactions contemplated hereby are consummated, the Credit Parties jointly and severally agree to pay all reasonable out-of-pocket costs and expenses (including reasonable fees and disbursements of Bingham McCutchen LLP and Katten Muchin Rosenman LLP, the Purchasers’ special counsel, and, if reasonably required, local counsel or other counsel) incurred by each Purchaser and each holder of a Shelf Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement, the Shelf Notes or any other Finance Document (whether or not such amendment, waiver or consent becomes effective), including without limitation: (a) the fees and expenses of the Collateral Agent and its counsel, (b) all filing and recording fees and taxes and title insurance provisions in connection with any Finance Document, (c) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement, the Shelf Notes or any other Finance Document or in responding to any subpoena or other legal process or informal investigative demand issued in connection with this Agreement, the Shelf Notes or any other Finance Document, (d) the costs and expenses, including financial advisors’ fees, incurred in connection with a recapitalization of any Issuer or the insolvency or bankruptcy of any Issuer or in connection with any work-out or restructuring of the transactions contemplated hereby and by the Shelf Notes and the other Finance Documents, (e) the costs and expenses incurred in connection with the initial filing of this Agreement and all related documents and financial information, and all subsequent annual and interim filings of documents and financial information related to this Agreement, with the Securities Valuation Office of the National Association of Insurance Commissioners or any successor organization acceding to the authority thereof and (f) the costs and expenses incurred in connection with any action taken or considered under Section 12. Without limiting the generality of the foregoing, the Credit Parties jointly and severally agree to pay all reasonable costs and expenses incurred by
 
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any holder of a Shelf Note or the Collateral Agent in connection with the exercise of inspection rights pursuant to Section 7.4. The Credit Parties jointly and severally agree to pay, and will save each Purchaser and each other holder of a Shelf Note harmless from, all claims in respect of any fees, costs or expenses if any, of brokers and finders (other than those retained by such Purchaser).
In furtherance of the foregoing, on the Series B Closing Date the Issuers jointly and severally agree to pay or cause to be paid the reasonable fees and disbursements and other charges of Bingham McCutchen LLP and Katten Muchin Rosenman LLP, the Purchasers’ special counsel which are reflected in the statement or statements of such special counsel submitted to the Company on or before the Series B Closing Date. The Issuers also jointly and severally agree to pay, promptly upon receipt of supplemental statements therefor, reasonable additional fees, if any, and disbursements and other charges of such special counsel in connection with the transactions hereby contemplated (including disbursements and other charges unposted as of the Series B Closing Date to the extent such disbursements and other charges exceed estimated amounts previously paid).
 
 	15.2. 	Survival.	
The obligations of the Credit Parties under this Section 15 will survive the payment or transfer of any Shelf Note, the enforcement, amendment or waiver of any provision of this Agreement or the Shelf Notes, and the termination of this Agreement.
 
16.	SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.	
All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Shelf Notes, the purchase or transfer by a Purchaser of any Shelf Note or portion thereof or interest therein and the payment of any Shelf Note, and may be relied upon by any subsequent holder of a Shelf Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Shelf Note, and shall continue in full force and effect as long as the principal of or any accrued interest or Make-Whole Amount on any Shelf Note or any other amount payable under this Agreement or any other Finance Document is outstanding and unpaid. All statements contained in any certificate or other instrument delivered by or on behalf of any Credit Party pursuant to this Agreement shall be deemed representations and warranties of such Credit Party under this Agreement. Subject to the preceding sentence, this Agreement, the Shelf Notes and the other Finance Documents embody the entire agreement and understanding between the Purchasers and the Credit Parties and supersede all prior agreements and understandings relating to the subject matter hereof.
 
17.	AMENDMENT AND WAIVER.	
 
 	17.1. 	Requirements.	
This Agreement and the Shelf Notes may be amended, and the observance of any term hereof or of the Shelf Notes may be waived (either retroactively or prospectively), with (and only with) the written consent of each Credit Party and the Required Holders, except that (a) no
 
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amendment or waiver of any of the provisions of Section 1, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing, and (b) no such amendment or waiver may, without the written consent of the holder of each Shelf Note at the time outstanding affected thereby, (i) subject to the provisions of Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of interest or of the Make-Whole Amount on, any Series of the Shelf Notes, (ii) change the percentage of the principal amount of the Shelf Notes the holders of which are required to consent to any such amendment or waiver, or (iii) amend any of Sections 8, 11(a), 12, 17 or 20.
 
 	17.2. 	Solicitation of Holders of Shelf Notes.	
(a) Solicitation. The Credit Parties will provide each holder of the Shelf Notes (irrespective of the amount of Shelf Notes then owned by it) with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Shelf Notes. The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to the provisions of this Section 17 to each holder of outstanding Shelf Notes promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Shelf Notes.
(b) Payment. No Credit Party will directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security, to any holder of Shelf Notes as consideration for or as an inducement to the entering into by any holder of Shelf Notes of any waiver or amendment of any of the terms and provisions hereof unless such remuneration is concurrently paid, or security is concurrently granted, on the same terms, ratably to each holder of Shelf Notes then outstanding even if such holder did not consent to such waiver or amendment.
 
 	17.3. 	Binding Effect, etc.	
Any amendment or waiver consented to as provided in this Section 17 applies equally to all holders of Shelf Notes and is binding upon them and upon each future holder of any Shelf Note and upon the Credit Parties without regard to whether such Shelf Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between any Credit Party and the holder of any Shelf Note nor any delay in exercising any rights hereunder or under any Shelf Note shall operate as a waiver of any rights of any holder of such Shelf Note. As used herein, the term “ this Agreement ” and references thereto shall mean this Agreement as it may from time to time be amended or supplemented.
 
 	17.4. 	Shelf Notes held by Issuers, etc.	
Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Shelf Notes then outstanding approved or consented to any
 
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amendment, waiver or consent to be given under this Agreement or the Shelf Notes, or have directed the taking of any action provided herein or in the Shelf Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Shelf Notes then outstanding, Shelf Notes directly or indirectly owned by any Issuer or any of its Affiliates shall be deemed not to be outstanding.
 
18.	NOTICES.	
All notices and communications provided for hereunder shall be in writing and sent (i) by telecopy if the sender on the same day sends a confirming copy of such notice by a recognized overnight delivery service (charges prepaid), or (ii) by a recognized overnight delivery service (with charges prepaid). Any such notice must be sent:
(a) if to any Purchaser or such Purchaser’s nominee, to such Purchaser or such nominee at the address specified for such communications in Schedule A, or at such other address as such Purchaser or such nominee shall have specified to the Company in writing,
(b) if to any other holder of any Shelf Note, to such holder at such address as such other holder shall have specified to the Company in writing, or
(c) if to any Credit Party, to the Company at its address set forth at the beginning hereof to the attention of the Chief Financial Officer, or at such other address as the Company shall have specified to the holder of each Shelf Note in writing.
Notices under this Section 18 will be deemed given only when actually received. Any communication pursuant to a particular Section hereof shall be made by the method specified for such communication as specified therein, and shall be effective to create any rights or obligations under this Agreement only if, in the case of a telephone communication, an Authorized Officer of the party conveying the information and of the party receiving the information are parties to the telephone call, and in the case of a telecopier communication, the communication is signed by an Authorized Officer of the party conveying the information, addressed to the attention of an Authorized Officer of the party receiving the information, and in fact received at the telecopier terminal the number of which is listed for the party receiving the communication in Schedule A or at such other telecopier terminal as the party receiving the information shall have specified in writing to the party sending such information.
 
19.	REPRODUCTION OF DOCUMENTS.	
This Agreement and all documents relating thereto, including without limitation (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by Purchasers in connection with any sale of Shelf Notes (except the Shelf Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to Purchasers, may be reproduced by a Purchaser by any photographic, photostatic, microfilm, microcard, miniature photographic or other similar process and such Purchaser may destroy any original document so reproduced. Each Credit Party agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular
 
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course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 19 shall not prohibit any Credit Party or any other holder of Shelf Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.
 
20.	CONFIDENTIAL INFORMATION.	
For the purposes of this Section 20, “ Confidential Information ” means information delivered to a Purchaser by or on behalf of any Credit Party in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of such Credit Party, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any person acting on its behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by a Credit Party or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwise publicly available. Each Purchaser will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by it in good faith to protect confidential information of third parties delivered to it, provided that such Purchaser may deliver or disclose Confidential Information to (i) its directors, officers, trustees, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Shelf Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with the terms of this Section 20, (iii) any other holder of any Shelf Note, (iv) any Institutional Investor to which such Purchaser sells or offers to sell such Shelf Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (v) any Person from which such Purchaser offers to purchase any security of any Credit Party (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by the provisions of this Section 20), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser, (vii) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio or (viii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Shelf Notes and this Agreement. In connection with the delivery or disclosure by a Purchasers of Confidential Information as permitted by clause (viii) above, such Purchaser shall as promptly as practicable, either before or after such delivery or disclosure, unless prohibited by law, notify the Company thereof. Each holder of a Shelf Note, by its acceptance of a Shelf Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 20 as though it were a party to this Agreement. On reasonable request by the Company in connection with the delivery to any holder of a Shelf Note of information required to be
 
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delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company or applicable Credit Party embodying the provisions of this Section 20.
 
21.	SUBSTITUTION OF PURCHASER.	
Each Purchaser shall have the right to substitute any one of its Affiliates which is a QIB (including any affiliated managed accounts or affiliated managed funds) as the purchaser of the Shelf Notes that it has agreed to purchase hereunder by written notice to the Company, which notice shall be signed by both such Purchaser and such Affiliate, shall contain such Affiliate’s agreement to be bound by this Agreement and shall contain a confirmation by such Affiliate of the accuracy with respect to it of the representations set forth in Section 6. Upon substitution, wherever the word “Purchaser” is used in this Agreement (other than in this Section 21), such word shall be deemed to refer to such Affiliate in lieu of such Purchaser. In the event that such Affiliate is so substituted as a purchaser hereunder and such Affiliate thereafter transfers to such Purchaser all of the Shelf Notes then held by such Affiliate, upon receipt by the Company of notice of such transfer, wherever the word “Purchaser” is used in this Agreement (other than in this Section 21), such word shall no longer be deemed to refer to such Affiliate, but shall refer to such Purchaser, and such Purchaser shall have all the rights of an original holder of the Shelf Notes under this Agreement.
 
22.	MISCELLANEOUS.	
 
 	22.1. 	Successors and Assigns.	
All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including without limitation any subsequent holder of a Shelf Note) whether so expressed or not.
 
 	22.2. 	Payments Due on Non-Business Days.	
Anything in this Agreement or the Shelf Notes to the contrary notwithstanding, any payment of principal of or Make-Whole Amount or interest on any Shelf Note that is due on a date other than a Business Day shall be made on the next succeeding Business Day without including (except at maturity) the additional days elapsed in the computation of the interest payable on such next succeeding Business Day.
 
 	22.3. 	Jurisdiction and Process; Waiver of Jury Trial.	
(a) Each Credit Party irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the Shelf Notes or any other Finance Document to which it is a party. To the fullest extent permitted by applicable law, each Credit Party irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
 
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(b) Each Credit Party consents to process being served in any suit, action or proceeding of the nature referred to in Section 22.3(a) by mailing a copy thereof by registered or certified mail, postage prepaid, return receipt requested, to the address of such party specified in Section 18 or at such other address of which a Purchaser shall then have been notified pursuant to said Section. Each Credit Party agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the full extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.
(c) Nothing in this Section 22.3 shall affect the right of any holder of Shelf Notes to serve process in any manner permitted by law, or limit any right that the holders of any of the Shelf Notes may have to bring proceedings against any Credit Party in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.
(d) EACH CREDIT PARTY WAIVES TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE SHELF NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.
 
 	22.4. 	Construction.	
Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.
 
 	22.5. 	Counterparts.	
This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of a facsimile or electronic transmission of an executed signature page shall be effective as delivery of an original.
 
 	22.6. 	Accounting Terms; Changes in GAAP.	
(a) Accounting Terms. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP as in effect from time to time, applied on a consistent basis with that used in preparing the Audited Financial Statements
 
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(so that, to the extent alternative definitions for such terms, or alternative treatments for such data, are permissible under GAAP, the particular definition or treatment chosen for the Audited Financial Statements shall continue to be used, unless use of such alternatives would not be material).
(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Finance Document, and either the Company or the Required Holders shall so request, the holders and the Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Holders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP used in preparing the Audited Financial Statements and (ii) the Company shall provide to the holders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made in accordance with GAAP used in preparing the Audited Financial Statements and made after giving effect to such change in GAAP.
(c) Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Parent and its Subsidiaries or to the determination of any amount for the Parent and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Parent is required to consolidate pursuant to FASB Interpretation No. 46 - Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.
 
 	22.7. 	Indemnification.	
(a) The Credit Parties shall indemnify each holder and its Related Parties (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related reasonable out-of-pocket expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Issuer or any other Credit Party arising out of, in connection with, or as a result of (a) the execution or delivery of this Agreement, any other Finance Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of any holder and its Related Parties only, the administration of this Agreement and the other Finance Documents, (b) any purchase of a Shelf Note or the use or proposed use of the proceeds therefrom, (c) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Credit Party or any of their Subsidiaries, or any Environmental Liability related in any way to any Credit Party or any of their Subsidiaries, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Issuer or any other Credit Party or any of the Issuer’s or such Credit Party’s directors, shareholders or creditors, and
 
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regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by any Issuer or any other Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Finance Document, if such Issuer or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.
(b) Waiver of Consequential Damages, Etc . To the fullest extent permitted by applicable Law, each Issuer and each other Credit Party shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Finance Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any advance hereunder or the use of the proceeds thereof. No Indemnitee referred to in Section 22.7(a) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Finance Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.
(c) Survival. The agreements in this Section 22.7 shall survive any transfer of Shelf Notes, the replacement of any Purchaser, the termination of the Facility and the repayment, satisfaction or discharge of all the other Obligations.
 
 	22.8. 	Governing Law.	
This Agreement and the Shelf Notes shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York, excluding choice-of-law principles of the law of such State that would require the application of the laws of a jurisdiction other than such State.
 
 	22.9. 	Severability.	
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.
 
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23.	ISSUERS’ LIABILITY FOR PAYMENTS.	
 
 	23.1. 	Joint and Several Liability.	
Each Issuer hereby agrees that it shall be jointly and severally liable with each other Issuer for all of the obligations under this Agreement and the Shelf Notes and the other Finance Documents, whether for principal, interest, Make-Whole Amount or any other amount whatsoever payable hereunder or thereunder, and whether now existing or hereafter from time to time arising. The Issuers agree that their obligations under this Section 23.1 and the other provisions of this Agreement and the Shelf Notes and the other Finance Documents shall, to the fullest extent permitted by applicable law, be primary (rather than secondary), absolute, irrevocable and unconditional under any and all circumstances. Without limiting the foregoing, each Issuer agrees that its obligations under this Agreement and the Shelf Notes and other Finance Documents shall be unconditional and shall remain unchanged and in effect irrespective of any modification or amendment (including without limitation by way of amendment, extension, renewal or waiver), or any acceleration or other change in the time for payment or performance, of the obligations under this Agreement or the Shelf Notes or any other Finance Document or any other agreement or instrument whatsoever relating thereto, any release of the obligations of any other Issuer, any bankruptcy or insolvency of any other Issuer, and any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety. No holder of the Shelf Notes shall have any obligation to exhaust its remedies against any Issuer before proceeding against any other Issuer.
Notwithstanding anything set forth above or any other Finance Document, each Controlled Non-Profit shall be liable only for that portion of the Obligations from which it derives a direct benefit, and the Collateral of such Controlled Non-Profit shall only secure, or be utilized to repay, such portion of the Obligations.
 
 	23.2. 	Rights of Contribution.	
The Subsidiary Issuers agree that if any of them shall become an Excess Funding Issuer (as defined below) by reason of the payment by such Subsidiary Issuer of any obligations under this Agreement or the Shelf Notes or any other Finance Document, each other Subsidiary Issuer (a “ Contributing Issuer ”) shall, on demand of such Excess Funding Issuer (but subject to the next sentence), pay to such Excess Funding Issuer an amount equal to such Contributing Issuer’s Pro Rata Share (as defined below) of the Excess Payment (as defined below) in respect of such obligations. The payment obligation of a Subsidiary Issuer to an Excess Funding Issuer under this Section 23.2 shall be subordinate and subject in right of payment to the prior payment in full of the obligations of such Person under this Agreement and the Shelf Notes and the other Finance Documents and no Excess Funding Issuer shall exercise any right or remedy with respect to such excess until payment and satisfaction in full of all such obligations.
For purposes of this Section 23.2: the term “ Excess Funding Issuer ” means, in respect of any obligations under this Agreement and the Shelf Notes, a Subsidiary Issuer that has paid an amount in excess of its Pro Rata Share of such obligations; the term “ Excess Payment ” means, in respect of any obligations under this Agreement and the Shelf Notes and the other Finance Documents, the amount paid by an Excess Funding Issuer in excess of its Pro Rata Share of such obligations; and the term “ Pro Rata Share ” means, for any Subsidiary Issuer, the ratio (expressed as a percentage) of (a) the amount by which the aggregate present fair saleable value
 
75

of all properties of such Issuer (excluding any shares of stock of any other Subsidiary Issuer) exceeds the amount of all the debts and liabilities of such Subsidiary Issuer (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of such Subsidiary Issuer under this Agreement and the Shelf Notes and the other Finance Documents and any obligations of any other Person that have been guaranteed by such Subsidiary Issuer) to (b) the amount by which the aggregate fair saleable value of all properties of the Subsidiary Issuers (excluding all shares of stock of any Subsidiary Issuer held by any other Subsidiary Issuer) exceeds the amount of all the debts and liabilities (including contingent, subordinated, unmatured and unliquidated liabilities, but excluding the obligations of the Subsidiary Issuers under this Agreement and the Shelf Notes and the other Finance Documents and any obligations of any other Person that have been guaranteed by any Subsidiary Issuer) of the Subsidiary Issuers.
In any action or proceeding involving any state corporate law, or any state or Federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Subsidiary Issuer under Section 23.1 would otherwise, taking into account the provisions of Section 23.1, be held or determined to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 23.1, then, notwithstanding any other provision hereof to the contrary, the amount of such liability shall, without any further action by such Subsidiary Issuer or the holder of any Shelf Note, be automatically limited and reduced to the highest amount that would result in the obligations of such Subsidiary Issuer under Section 23.1 being valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.
 
 	23.3. 	Interest Rate Limitation.	
Notwithstanding anything to the contrary contained in any Finance Document, the interest paid or agreed to be paid under the Finance Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If any holder shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Shelf Notes or, if it exceeds such unpaid principal, refunded to the Issuers. In determining whether the interest contracted for, charged, or received by a holder exceeds the Maximum Rate, such Person may, to the fullest extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
[Remainder of page intentionally left blank; next page is signature page.]
 
76

If you are in agreement with the foregoing, please sign the form of agreement on the a counterpart of this Agreement and return it to the Company, whereupon the foregoing shall become a binding agreement between you and the Company.

Very truly yours,	
	
General Partner:	
	
STONEMOR GP LLC	
		
By:	 	/s/ Paul Waimberg	
Name:	 	Paul Waimberg	
Title:	 	Vice President	
	
Parent:	
	
STONEMOR PARTNERS L.P.	
By: STONEMOR GP LLC
its General Partner	
		
By:	 	/s/ Paul Waimberg	
Name:	 	Paul Waimberg	
Title:	 	Vice President	
	
Company:	
	
STONEMOR OPERATING LLC	
		
By:	 	/s/ Paul Waimberg	
Name:	 	Paul Waimberg	
Title:	 	Vice President	
[Signature Page to Amended and Restated Note Purchase Agreement]

			
Subsidiary Issuers
 
Alleghany Memorial Park LLC
Alleghany Memorial Park Subsidiary, Inc.
Altavista Memorial Park LLC
Altavista Memorial Park Subsidiary, Inc.
Arlington Development Company
Augusta Memorial Park Perpetual Care Company
Bedford County Memorial Park LLC
Bedford County Memorial Park Subsidiary LLC
Bethel Cemetery Association
Beth Israel Cemetery Association of Woodbridge, New Jersey
Birchlawn Burial Park LLC
Birchlawn Burial Park Subsidiary, Inc.
Blue Ridge Memorial Gardens LLC
Blue Ridge Memorial Gardens Subsidiary LLC
Butler County Memorial Park LLC
Butler County Memorial Park Subsidiary, Inc.
Cedar Hill Funeral Home, Inc.
Cemetery Investments LLC
Cemetery Investments Subsidiary, Inc.
Cemetery Management Services, L.L.C.
Cemetery Management Services of Mid-Atlantic States, L.L.C.
Cemetery Management Services of Ohio, L.L.C.
Cemetery Management Services of Pennsylvania, L.L.C.
Chartiers Cemetery LLC
Chartiers Cemetery Subsidiary LLC
Clover Leaf Park Cemetery Association
CMS West LLC
CMS West Subsidiary LLC
Columbia Memorial Park LLC
Columbia Memorial Park Subsidiary, Inc.
The Coraopolis Cemetery LLC
The Coraopolis Cemetery Subsidiary LLC
Cornerstone Family Insurance Services, Inc.
Cornerstone Family Services of New Jersey, Inc.
Cornerstone Family Services of West Virginia LLC
Cornerstone Family Services of West Virginia Subsidiary, Inc.
Cornerstone Funeral and Cremation Services LLC
Covenant Acquisition LLC
Covenant Acquisition Subsidiary, Inc.
Crown Hill Cemetery Association
Eloise B. Kyper Funeral Home, Inc.
Glen Haven Memorial Park LLC
Glen Haven Memorial Park Subsidiary, Inc.
Green Lawn Memorial Park LLC
Green Lawn Memorial Park Subsidiary LLC	
		
By:	 	    /s/ Paul Waimberg	
Paul Waimberg, as Vice President of Finance for each of the above-named Issuers	
[Signature Page to Amended and Restated Note Purchase Agreement]

			
Henlopen Memorial Park LLC
Henlopen Memorial Park Subsidiary, Inc.
Henry Memorial Park LLC
Henry Memorial Park Subsidiary, Inc.
J.V. Walker LLC
J.V. Walker Subsidiary LLC
Juniata Memorial Park LLC
Juniata Memorial Park Subsidiary LLC
KIRIS LLC
KIRIS Subsidiary, Inc.
Lakewood/Hamilton Cemetery LLC
Lakewood/Hamilton Cemetery Subsidiary, Inc.
Lakewood Memory Gardens South LLC
Lakewood Memory Gardens South Subsidiary, Inc.
Laurel Hill Memorial Park LLC
Laurel Hill Memorial Park Subsidiary, Inc.
Laurelwood Cemetery LLC
Laurelwood Cemetery Subsidiary LLC
Laurelwood Holding Company
Legacy Estates, Inc.
Locustwood Cemetery Association
Loewen [Virginia] LLC
Loewen [Virginia] Subsidiary, Inc.
Lorraine Park Cemetery LLC
Lorraine Park Cemetery Subsidiary, Inc.
Melrose Land LLC
Melrose Land Subsidiary LLC
Modern Park Development LLC
Modern Park Development Subsidiary, Inc.
Morris Cemetery Perpetual Care Company
Mount Lebanon Cemetery LLC
Mount Lebanon Cemetery Subsidiary LLC
Mt. Airy Cemetery LLC
Mt. Airy Cemetery Subsidiary LLC
Oak Hill Cemetery LLC
Oak Hill Cemetery Subsidiary, Inc.
Osiris Holding Finance Company
Osiris Holding of Maryland LLC
Osiris Holding of Maryland Subsidiary, Inc.
Osiris Holding of Pennsylvania LLC
Osiris Holding of Pennsylvania Subsidiary LLC
Osiris Holding of Rhode Island LLC
Osiris Holding of Rhode Island Subsidiary, Inc.
Osiris Management, Inc.
Osiris Telemarketing Corp.
Perpetual Gardens.Com, Inc.	
		
By:	 	    /s/ Paul Waimberg	
Paul Waimberg, as Vice President of Finance for each of the above-named Issuers	
[Signature Page to Amended and Restated Note Purchase Agreement]

			
The Prospect Cemetery LLC
The Prospect Cemetery Subsidiary LLC
Prospect Hill Cemetery LLC
Prospect Hill Cemetery Subsidiary LLC
PVD Acquisitions LLC
PVD Acquisitions Subsidiary, Inc.
Riverside Cemetery LLC
Riverside Cemetery Subsidiary LLC
Riverview Memorial Gardens LLC
Riverview Memorial Gardens Subsidiary LLC
Rockbridge Memorial Gardens LLC
Rockbridge Memorial Gardens Subsidiary Company
Rolling Green Memorial Park LLC
Rolling Green Memorial Park Subsidiary LLC
Rose Lawn Cemeteries LLC
Rose Lawn Cemeteries Subsidiary, Incorporated
Roselawn Development LLC
Roselawn Development Subsidiary Corporation
Russell Memorial Cemetery LLC
Russell Memorial Cemetery Subsidiary, Inc.
Shenandoah Memorial Park LLC
Shenandoah Memorial Park Subsidiary, Inc.
Southern Memorial Sales LLC
Southern Memorial Sales Subsidiary, Inc.
Springhill Memory Gardens LLC
Springhill Memory Gardens Subsidiary, Inc.
Star City Memorial Sales LLC
Star City Memorial Sales Subsidiary, Inc.
Stephen R. Haky Funeral Home, Inc.
Stitham LLC
Stitham Subsidiary, Incorporated
StoneMor Alabama LLC
StoneMor Alabama Subsidiary, Inc.
StoneMor Colorado LLC
StoneMor Colorado Subsidiary LLC
StoneMor Georgia LLC
StoneMor Georgia Subsidiary, Inc.
StoneMor Illinois LLC
StoneMor Illinois Subsidiary LLC
StoneMor Indiana LLC
StoneMor Indiana Subsidiary LLC
StoneMor Kansas LLC
StoneMor Kansas Subsidiary LLC
StoneMor Kentucky LLC
StoneMor Kentucky Subsidiary LLC
StoneMor Michigan LLC	
		
By:	 	    /s/ Paul Waimberg	
	 	Paul Waimberg, as Vice President of Finance for each of the above-named Issuers	
[Signature Page to Amended and Restated Note Purchase Agreement]

			
StoneMor Michigan Subsidiary LLC
StoneMor Missouri LLC
StoneMor Missouri Subsidiary LLC
StoneMor North Carolina LLC
StoneMor North Carolina Funeral Services, Inc.
StoneMor North Carolina Subsidiary LLC
StoneMor Oregon LLC
StoneMor Oregon Subsidiary LLC
StoneMor Pennsylvania LLC
StoneMor Pennsylvania Subsidiary LLC
StoneMor Washington, Inc.
StoneMor Washington Subsidiary LLC
Sunset Memorial Gardens LLC
Sunset Memorial Gardens Subsidiary, Inc.
Sunset Memorial Park LLC
Sunset Memorial Park Subsidiary, Inc.
Temple Hill LLC
Temple Hill Subsidiary Corporation
Tioga County Memorial Gardens LLC
Tioga County Memorial Gardens Subsidiary LLC
Tri-County Memorial Gardens LLC
Tri-County Memorial Gardens Subsidiary LLC
Twin Hills Memorial Park and Mausoleum LLC
Twin Hills Memorial Park and Mausoleum Subsidiary LLC
The Valhalla Cemetery Company LLC
The Valhalla Cemetery Subsidiary Corporation
Virginia Memorial Service LLC
Virginia Memorial Service Subsidiary Corporation
WNCI LLC
W N C Subsidiary, Inc.
Westminster Cemetery LLC
Westminster Cemetery Subsidiary LLC
Wicomico Memorial Parks LLC
Wicomico Memorial Parks Subsidiary, Inc.
Willowbrook Management Corp.
Woodlawn Memorial Gardens LLC
Woodlawn Memorial Gardens Subsidiary LLC
Woodlawn Memorial Park LLC
Woodlawn Memorial Park Subsidiary LLC	
		
By:	 	    /s/ Paul Waimberg	
Paul Waimberg, as Vice President of Finance for each of the above-named Issuers	
[Signature Page to Amended and Restated Note Purchase Agreement]

			
The foregoing is hereby
agreed to as of the
date hereof.
 
SFT I, INC.	
		
By:	 	/s/ Peter Kofoed	
Name:	 	Peter Kofoed	
Title:	 	Senior Vice President	
[Signature Page to Amended and Restated Note Purchase Agreement]

			
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA	
		
By:	 	/s/ Yvonne Guajardo	
Name:	 	Yvonne Guajardo	
Title:	 	Vice President	
	
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY	
		
By:	 	Prudential Investment Management, Inc.	
		
By:	 	/s/ Yvonne Guajardo	
Name:	 	Yvonne Guajardo	
Title:	 	Vice President	
[Signature Page to Amended and Restated Note Purchase Agreement]

SCHEDULE A

Name and Address of Series B Purchaser	  	Principal Amount of
Series B Notes	
SFT I, INC.
 
(1)    All payments on account of the Series B Notes shall be made by wire transfer of immediately available funds for credit to:
 
JPMorgan Chase Bank
ABA #021000021
Account Name: SFT I, Inc.
Account No. 230-368913
Ref: Stonemor Debt Service
 
(2)    Address for all notices in respect of payments:
iStar Financial Inc.
 
1114 Avenue of the Americas
New York, New York 10036
Attn: Chief Operating Officer
Telephone: 212-930-9400
Facsimile: 212-930-9494
 
With a copy to:
1114 Avenue of the Americas
New York, New York 10036
Attn: Nina B. Matis, Esq./General Counsel
Telephone: 212-930-9406
Facsimile: 212-930-9492
 
With a copy to:
iStar Asset Services Inc.
180 Glastonbury Blvd., Suite 201
Glastonbury, Connecticut 06033
Attn: President
Telephone: 860-815-5958
Facsimile: 860-815-5902
Email: brubin@istarfinancial.com
 
(3)    Address for all other communications:
iStar Financial Inc.
 
1114 Avenue of the Americas
New York, New York 10036
Attn: Chief Operating Officer
Telephone: 212-930-9400
Facsimile: 212-930-9494	  	Series B Note No: RB-1
 
$17,500,000	
 
Schedule A-1

			
With a copy to:
1114 Avenue of the Americas
New York, New York 10036
Attn: Nina B. Matis, Esq./General Counsel
Telephone: 212-930-9406
Facsimile: 212-930-9492
 
With a copy to:
iStar Asset Services Inc.
180 Glastonbury Blvd., Suite 201
Glastonbury, Connecticut 06033
Attn: Kyle R. Reed
Telephone: 860-815-5958
Facsimile: 860-815-5902
Email: kreed@istarfinancial.com
 
(4)    Address for Delivery of Series B Notes:
 
Michele R. van de Rijn
Paralegal
iStar Financial Inc.
1114 Avenue of the Americas
New York, NY 10036
P (212) 930-9463
F (646) 792-6046
mvanderijn@istarfinancial.com
 
(5)    Tax Identification No.: 06-1508876	  		
 
Schedule A-2

			
Name and Address of Series B Purchaser	  	Principal Amount of
Series B Notes	
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
 
(1)    All payments on account of Series B Notes shall be made by wire transfer of immediately available funds for credit to:
 
JPMorgan Chase Bank
New York, New York
ABA No.: 021-000-021
Account Name: Prudential Managed Portfolio
Account No. P86188
Ref: StoneMor Operating LLC, PPN, interest rate, series and maturity date and the due date and application (as among principal, interest and/or Make Whole Amount) of the payment being made.
 
(2)    Address for all notices relating to payments:
 
The Prudential Insurance Company of America
c/o Investment Operations Group
Gateway Center Two, 10th Floor
100 Mulberry Street
Newark, New Jersey 07102
Attention: Manager, Billings and Collections
 
(3)    Address for all communications and notices
(including copies of all notices relating to payments):
 
The Prudential Insurance Company of America
c/o Prudential Capital Group
1114 Avenue of the Americas, 30th Floor
New York, New York 10036
Fax: 212-626-2077
Phone: 212-626-2060
Attention: Managing Director
 
(4)    Recipient of telephonic prepayment notices:
Manager, Trade Management Group
Telephone: (973) 367-3141
Facsimile: (888) 889-3832	  	Series B Note No. RB-3
 
$8,750,000	
 
Schedule A-3

			
(5)    Address for Delivery of Series B Notes:
 
The Prudential Insurance Company of America
1170 Peachtree Street, Suite 500
Atlanta, GA 30309
Attention: Michael Fierro, Esq.
 
(6)    Tax Identification No.: 22-1211670	  		
 
Schedule A-4

			
Name and Address of Series B Purchaser	  	Principal Amount of
Series B Notes	
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
 
(1)    All payments on account of Series B Notes shall be made by wire transfer of immediately available funds for credit to:
 
JPMorgan Chase Bank
New York, New York
ABA No.: 021-000-021
Account Name: Privest Plus
Account No. P86288
Ref: StoneMor Operating LLC, PPN, interest rate, series and maturity date and the due date and application (as among principal, interest and/or Make Whole Amount) of the payment being made.
 
(2)    Address for all notices relating to payments:
 
The Prudential Insurance Company of America
c/o Investment Operations Group
Gateway Center Two, 10th Floor
100 Mulberry Street
Newark, New Jersey 07102
Attention: Manager, Billings and Collections
 
(3)    Address for all communications and notices
(including copies of all notices relating to payments):
 
The Prudential Insurance Company of America
c/o Prudential Capital Group
1114 Avenue of the Americas, 30th Floor
New York, New York 10036
Fax: 212-626-2077
Phone: 212-626-2060
Attention: Managing Director
 
(4)    Recipient of telephonic prepayment notices:
 
Manager, Trade Management Group
Telephone: (973) 367-3141
Facsimile: (888) 889-3832	  	Series B Note No. RB-3
 
$8,750,000	
 
Schedule A-5

			
(5)    Address for Delivery of Series B Notes:
 
The Prudential Insurance Company of America
1170 Peachtree Street, Suite 500
Atlanta, GA 30309
Attention: Michael Fierro, Esq.
 
(6)    Tax Identification No.: 22-1211670	  		
 
Schedule A-6

SCHEDULE A-1

Name and Address of Series A Holder	  	Principal Amount of
Series A Notes	
SFT I, INC.
 
(1)    All payments on account of the Series A Notes shall be made by wire transfer of immediately available funds for credit to:
 
JPMorgan Chase Bank
ABA #021000021
Account Name: SFT I, Inc.
Account No. 230-368913
Ref: Stonemor Debt Service
 
(2)    Address for all notices in respect of payments:
 
iStar Financial Inc.
1114 Avenue of the Americas
New York, New York 10036
Attn: Chief Operating Officer
Telephone: 212-930-9400
Facsimile: 212-930-9494
 
With a copy to:
1114 Avenue of the Americas
New York, New York 10036
Attn: Nina B. Matis, Esq./General Counsel
Telephone: 212-930-9406
Facsimile: 212-930-9492
 
With a copy to:
iStar Asset Services Inc.
180 Glastonbury Blvd., Suite 201
Glastonbury, Connecticut 06033
Attn: Kyle R. Reed
Telephone: 860-815-5958
Facsimile: 860-815-5902
Email: kreed@istarfinancial.com
 
(3)    Address for all other communications:
 
iStar Financial Inc.
1114 Avenue of the Americas
New York, New York 10036
Attn: Chief Operating Officer
Telephone: 212-930-9400
Facsimile: 212-930-9494	  	Series A Note No: RA-1
 
$40,000,000	
 
Schedule A-1-1

			
With a copy to:
1114 Avenue of the Americas
New York, New York 10036
Attn: Nina B. Matis, Esq./General Counsel
Telephone: 212-930-9406
Facsimile: 212-930-9492
 
With a copy to:
iStar Asset Services Inc.
180 Glastonbury Blvd., Suite 201
Glastonbury, Connecticut 06033
Attn: Kyle R. Reed
Telephone: 860-815-5958
Facsimile: 860-815-5902
Email: kreed@istarfinancial.com
 
(4)    Address for Delivery of Series A Notes:
 
Michele R. van de Rijn
Paralegal
iStar Financial Inc.
1114 Avenue of the Americas
New York, NY 10036
P (212) 930-9463
F (646) 792-6046
mvanderijn@istarfinancial.com
 
(5)    Tax Identification No.: 06-1508876	  		
 
Schedule A-1-2

			
Name and Address of Series A Holder	  	Principal Amount of
Series A Notes	
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
 
(1)    All payments on account of Series A Notes shall be made by wire transfer of immediately available funds for credit to:
 
JPMorgan Chase Bank
New York, New York
ABA No.: 021-000-021
Account Name: Prudential Managed Portfolio
Account No. P86188
Ref: StoneMor Operating LLC, PPN, interest rate, series and maturity date and the due date and application (as among principal, interest and/or Make Whole Amount) of the payment being made.
 
(2)    Address for all notices relating to payments:
 
The Prudential Insurance Company of America
c/o Investment Operations Group
Gateway Center Two, 10th Floor
100 Mulberry Street
Newark, New Jersey 07102
Attention: Manager, Billings and Collections
 
(3)    Address for all communications and notices
(including copies of all notices relating to payments):
 
The Prudential Insurance Company of America
c/o Prudential Capital Group
1114 Avenue of the Americas, 30th Floor
New York, New York 10036
Fax: 212-626-2077
Phone: 212-626-2060
Attention: Managing Director
 
(4)    Recipient of telephonic prepayment notices:
 
Manager, Trade Management Group
Telephone: (973) 367-3141
Facsimile: (888) 889-3832	  	Series A Note No. RA-2
 
$35,000,000	
 
Schedule A-1-3

			
(5)    Address for Delivery of Series A Notes:
 
The Prudential Insurance Company of America
1170 Peachtree Street, Suite 500
Atlanta, GA 30309
Attention: Michael Fierro, Esq.
 
(6)    Tax Identification No.: 22-1211670	  		
 
Schedule A-1-4

			
Name and Address of Series A Holder	  	Principal Amount of
Series A Notes	
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
 
(1)    All payments on account of Series A Notes shall be made by wire transfer of immediately available funds for credit to:
 
JP Morgan Chase Bank
New York, NY
ABA No. 021000021
Account Name: PRIAC
Account No. P86329
Ref: StoneMor Operating LLC, PPN, interest rate, series and maturity date and the due date and application (as among principal, interest and/or Make Whole Amount) of the payment being made.
 
(2)    Address for all notices relating to payments:
 
Prudential Retirement Insurance and Annuity Company
c/o Prudential Investment Management, Inc.
Private Placement Trade Management
PRIAC Administration
Gateway Center Four, 7th Floor
100 Mulberry Street
Newark, NJ 07102
Telephone: (973) 802-8107
Facsimile: (888) 889-3832
 
(3) Address for all other communications and notices:
 
Prudential Retirement Insurance and Annuity Company
c/o Prudential Capital Group
1114 Avenue of the Americas, 30th Floor
New York, New York 10036
Fax: 212-626-2077
Phone: 212-626-2060
Attn: Managing Director	  	Series A Note No. RA-3
 
$5,000,000	
 
Schedule A-1-5

			
(4)    Address for Delivery of Series A Notes:
 
The Prudential Insurance Company of America
1170 Peachtree Street, Suite 500
Atlanta, GA 30309
Attention: Michael Fierro, Esq.
 
(5)    Tax Identification No.: 06-1050034	  		
 
Schedule A-1-6

SCHEDULE B
Except as otherwise specified or as the context may otherwise require, the following terms shall have the respective meanings set forth below:
“ Acceptance ” has the meaning specified in Section 2.6.
“ Acceptance Day ” has the meaning specified in Section 2.6.
“ Acceptance Window ” has the meaning specified in Section 2.6.
“ Accepted Note ” has the meaning specified in Section 2.6.
“ Acquired Person ” means any Person in which an Issuer has acquired Equity Interests through a Permitted Acquisition.
“ Acquisition Facility ” has the meaning specified in the Credit Agreement, provided that the aggregate amount of Acquisition Loans (as defined in the Credit Agreement) outstanding at any time shall not exceed the Acquisition Facility Cap at any time.
“ Acquisition Facility Cap ” has the meaning specified in Section 10.2(b).
“ Administrative Agent ” means Bank of America, N.A., in its capacity as administrative agent and as collateral agent, as applicable, under any of the Credit Agreement Documents, or any successor administrative agent, appointed in accordance with this Agreement.
“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified, and shall include, without limitation, for purposes of Section 10.8, any Person that directly or indirectly owns more than 10% of the partnership interests or membership interests in the Parent or General Partner, as applicable, any Senior Manager, or any director or manager of any Credit Party.
“ Aggregate Consideration ” means, with respect to any Permitted Acquisition, the sum (without duplication) of (a) the fair market value of the Partnership Common Units (based on the average closing trading price of the Partnership Common Units for the 20 trading days immediately prior to the date of such Permitted Acquisition on the stock exchange on which the Partnership Common Units are listed or, if the Partnership Common Units are not so listed, the good faith determination of the senior management of the General Partner) issued (or to be issued) as consideration in connection with such Permitted Acquisition, (b) the aggregate amount of all cash paid (or to be paid) by the Parent or any of its Subsidiaries as consideration in connection with such Permitted Acquisition (including, without limitation, payment, as consideration, of fees and costs and expenses in connection therewith) and the contingent cash purchase price or other earnout obligations of the Parent and its Subsidiaries incurred in connection therewith (as determined in good faith by the senior management of the General Partner), (c) the aggregate principal amount of all Indebtedness assumed, incurred and/or issued in connection with such Permitted Acquisition, (d) the fair market value (as determined in good faith by the senior management of the General Partner) of any Preferred Equity issued in connection with such Permitted Acquisition and (e) the fair market value (determined in good faith by senior management of the General Partner) of all other consideration payable in connection with such Permitted Acquisition.
 
Schedule B-1

“ Aggregate Credit Facility Cap ” has the meaning specified in Section 10.2(b).
“ Agreement ” has the meaning specified in Section 17.3.
“ Approved Installment Agreement ” means a pre-need installment agreement, in a form approved for use by all applicable Governmental Authorities, and complying with all applicable Laws, between an Issuer and an individual pursuant to which such Issuer has agreed to provide for and sell to such individual cemetery services and/or Cemetery Property.
“ Attributable Indebtedness ” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such Person.
“ Audited Financial Statements ” means the audited consolidated balance sheet of the Parent and its Subsidiaries for the fiscal year ended December 31, 2006, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Parent and its Subsidiaries, including the notes thereto.
“ Authorized Officer ” means (a) in the case of the Company, its chief executive officer, its chief financial officer, any vice president of the Company designated as an “Authorized Officer” of the Company in Schedule B-1 attached hereto or any vice president of the Company designated as an “Authorized Officer” of the Company for the purpose of this Agreement in an Officer’s Certificate executed by the Company’s chief executive officer or chief financial officer and delivered to Prudential and iStar, and (b) in the case of Prudential or iStar, any officer of Prudential or iStar designated as its “Authorized Officer” in Schedule B-1 or any officer of Prudential or iStar designated as its “Authorized Officer” for the purpose of this Agreement in a certificate executed by one of its Authorized Officers and delivered to the Company. Any action taken under this Agreement on behalf of the Company by any individual who on or after the date of this Agreement shall have been an Authorized Officer of the Company and whom Prudential and iStar in good faith believe to be an Authorized Officer of the Company at the time of such action shall be binding on the Company even though such individual shall have ceased to be an Authorized Officer of the Company, and any action taken under this Agreement on behalf of Prudential or iStar by any individual who on or after the date of this Agreement shall have been an Authorized Officer of Prudential or iStar, as applicable, and whom the Company in good faith believes to be an Authorized Officer of Prudential or iStar, as applicable, at the time of such action shall be binding on Prudential or iStar even though such individual shall have ceased to be an Authorized Officer of Prudential or iStar.
 
Schedule B-2

“ Available Facility Amount ” means either or both the Prudential Available Facility Amount and the iStar Available Facility Amount, as the context requires.
“ Available Proceeds ” has the meaning specified in Section 8.2(d).
“ Available Proceeds Prepayment Date ” has the meaning specified in Section 8.2(a).
“ Business Day ” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed.
“ Calculation Period ” means, as to any Permitted Acquisition, the most recent Measurement Period for which a Compliance Certificate is required to have been delivered (as of the date of such Permitted Acquisition).
“ Cancellation Date ” has the meaning specified in Section 2.9(d).
“ Cancellation Fee ” has the meaning specified in Section 2.9(d).
“ Capitalized Lease Obligations ” means all obligations under Capital Leases of the Parent or any of its Subsidiaries, in each case taken at the amount thereof accounted for as liabilities in accordance with GAAP.
“ Capitalized Leases ” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.
“ Cash Equivalents ” means any of the following types of Investments, to the extent owned by a Credit Party or any of its Subsidiaries free and clear of all Liens (other than Liens created under any Security Document):
(a) readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than one year from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;
(b) readily marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than one year from the date of acquisition thereof; provided that at the time of acquisition such obligations have the highest rating obtainable from S&P or Moody’s;
(c) time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause (d) of this definition and (iii) has combined capital and surplus of at least $250,000,000, in each case with maturities of not more than one year from the date of acquisition thereof;
 
Schedule B-3

(d) commercial paper issued by any Person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than one year from the date of acquisition thereof;
(e) Investments, classified in accordance with GAAP as current assets of such Credit Party or Subsidiary, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (a), (b), (c) and (d) of this definition; and
(f) other short term investments approved in writing by the Required Holders in the exercise of their reasonable discretion.
“ Cemetery Management Agreement ” an agreement pursuant to which any Issuer agrees to manage the operations of any Person in the business of providing cemetery services and/or Cemetery Property.
“ Cemetery Property ” means, at any time as to any Issuer, such Issuer’s interest in its real or personal property of the type sold or transferred pursuant to Approved Installment Agreements which property (a) has not, at such time, been sold or transferred to, and (b) is not under contract to be sold or transferred to, any other Person.
“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and the regulations promulgated and rulings issued thereunder.
“ CERCLIS ” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.
“ Certificate of Indebtedness ” means an agreement delivered to an Issuer from a non-profit cemetery which evidences an enforceable obligation to pay money together with a right to vote in connection with all shareholder decisions.
“ Change of Control ” means an event or series of events by which:
(a) any two of the individuals acting as chairman, chief executive officer or chief financial officer of the Parent on the Effective Date shall cease to hold such positions (unless replaced by individuals reasonably satisfactory to the Required Holders within 90 days after any such individual ceases to hold such position); or
(b) any Person or group of Persons, which do not, on the Effective Date, hold Equity Interests in the Parent or the General Partner, thereafter obtain beneficial ownership or voting control of thirty-three percent (33%) or more of the Equity Interests in the Parent or the General Partner; or
(c) the General Partner ceases to act as the sole general partner of the Parent; or
 
Schedule B-4

(d) the Parent ceases to own 100% of the Equity Interests in the Company; or
(e) except as otherwise expressly permitted by this Agreement, the Company ceases to own, directly or indirectly, 100% of the Equity Interest in each of the other Issuers.
“ Closing Day shall mean, with respect to the Series B Notes, the Series B Closing Date and, with respect to an Accepted Note of any Series, the Business Day specified for the closing of the purchase and sale of such Accepted Note in the Request for Purchase of such Accepted Note, provided that (i) if the Company and all the Purchasers which are obligated to purchase Accepted Notes of such Series agree on an earlier Business Day for such closing, the “ Closing Day ” for such Accepted Note shall be such earlier Business Day, and (ii) if the closing of the purchase and sale of such Accepted Note is rescheduled pursuant to Section 2.8, the Closing Day for such Accepted Note, for all purposes of this Agreement except references to “original Closing Day” in Section 2.9(c), shall mean the Rescheduled Closing Day with respect to such Accepted Note.
“ Code ” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated and rulings issued thereunder.
“ Collateral ” means all of the “Collateral” and “Mortgaged Property” referred to in the Security Documents and all of the other property that is under the terms of the Security Documents, subject to the Liens in favor of the Collateral Agent.
“ Collateral Agent ” means Bank of America, N.A. and its successors and assigns, as Collateral Agent under the Intercreditor Agreement and the Security Documents.
“ Company ” has the meaning specified in the introductory paragraph hereto.
“ Compliance Certificate ” means a certificate substantially in the form of Exhibit 4.1(k)(iv).
“ Confirmation Agreement ” means that certain Confirmation and Amendment Agreement, dated the Series B Closing Date, among the Credit Parties and the Collateral Agent.
“ Confirmation of Acceptance ” has the meaning specified in Section 2.6.
“ Confirmation and Reaffirmation of General Partner/Parent Guarantee ” has the meaning specified in Section 4.1(e).
“ Confidential Information ” has the meaning specified in Section 20.
“ Consolidated EBITDA ” means, for any period, an amount equal to Consolidated Net Income of the Parent and its Subsidiaries, plus , in each case to the extent actually deducted in determining Consolidated Net Income for such period, without duplication, (a) consolidated interest expense of the Parent and its Subsidiaries, (b) provision for income taxes, (c) depreciation and amortization expense, (d) non-cash cost for Cemetery Property and real property sold, (e) any extraordinary losses, (f) losses from sales of assets other than inventory and Cemetery Property and real property sold in the ordinary course of business, (g) other non-cash
 
Schedule B-5

items (including, without limitation, one-time charges associated with “cheap stock” compensation expense), and (h) reasonable fees, costs and expenses incurred in connection with the Transaction and the restructuring of the Existing Credit Agreement and the Existing Note Agreement, minus , in each case to the extent actually included in determining Consolidated Net Income for such period, without duplication, (i) any extraordinary gains, (ii) gains from sales of assets other than inventory and Cemetery Property and real property sold in the ordinary course of business, (iii) the amount of non-cash gains during such period (other than as a result of deferral of purchase price with respect to notes or installment sales contracts received in connection with sales of Cemetery Property); and (iv) other non-cash gains. Consolidated EBITDA shall be adjusted for any changes versus the prior period in net Deferred Revenue (excluding Deferred Margin), net Accounts Receivable (excluding any increase relating to any Permitted Acquisition made after the Series B Closing Date for the eight consecutive fiscal quarters immediately following the date such Permitted Acquisition is consummated), Merchandise Liability (including Merchandise Liabilities converted to Accounts Payable in the normal course of business and to be paid within 15 days of the date of determination) and Merchandise Trust (excluding any change in Trust Income Receivable), as each such term is defined in the consolidated balance sheet of the Parent, but excluding any increases pursuant to purchase accounting pursuant to future acquisitions; provided that, all calculations of Consolidated EBITDA shall additionally be adjusted on a Pro Forma Basis to account for any Permitted Acquisition then being consummated, if applicable, as well as any other Permitted Acquisition consummated, on or after the first day of any related Calculation Period or Measurement Period, as applicable (as if consummated on the first day of such applicable Calculation Period or Measurement Period), and provided further, that, for purposes of calculating the Permitted Acquisition Step-Up, Consolidated EBITDA for a Permitted Acquisition required by Section 10.11(a) shall be calculated (A) using the above method (including adjustments on a Pro Forma Basis) with respect to the Person or assets so acquired and (B) for the trailing 12 month period ending on the last day of the month immediately preceding the date of such Permitted Acquisition.
“ Consolidated Funded Indebtedness ” means, as of any date of determination, for the Parent and its Subsidiaries on a consolidated basis, without duplication, the sum of (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including, without limitation, (i) all Obligations hereunder, (ii) all Seller Subordinated Debt and (iii) all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments), (b) the outstanding principal amount of all purchase money Indebtedness, (c) all direct obligations arising under letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations, (e) all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (d) above of Persons other than the Parent or any of its Subsidiaries, and (f) all Indebtedness of the types referred to in clauses (a) through (e) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Parent or any of its Subsidiaries is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Parent or such Subsidiary.
“ Consolidated Interest Charges ” means, for any period, (a) the total consolidated interest expense of the Parent and its Subsidiaries for such period (calculated without regard to
 
Schedule B-6

any limitations on payment thereof) payable in respect of any Indebtedness plus (b) without duplication, that portion of Capitalized Lease Obligations of the Parent and its Subsidiaries on a consolidated basis representing the interest factor for such period. All calculations of Consolidated Interest Charges shall additionally be adjusted on a Pro Forma Basis to account for any Permitted Acquisition then being consummated, if applicable, as well as any other Permitted Acquisition consummated, on or after the first day of any related Calculation Period or Measurement Period, as applicable (as if consummated on the first day of such applicable Calculation Period or Measurement Period).
“ Consolidated Interest Coverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest Charges, in each case, of the Parent and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period.
“ Consolidated Leverage Ratio ” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated EBITDA for the most recently completed Measurement Period.
“ Consolidated Net Income ” means, for any period, the net after tax income (or loss) of the Parent and its Subsidiaries determined on a consolidated basis in accordance with GAAP, provided that in determining Consolidated Net Income of the Parent and its Subsidiaries (a) the net income of any Person which is not a Subsidiary of the Parent or is accounted for by the Parent by the equity method of accounting shall be included only to the extent of the payment of cash dividends or cash disbursements by such Person to the Parent or a Subsidiary of the Parent during such period, and (b) except for determinations expressly required to be made on a Pro Forma Basis, the net income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or all or substantially all of the property or assets of such Person are acquired by a Subsidiary shall be excluded from such determination.
“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
“ Contributing Issuer ” has the meaning specified in Section 23.2.
“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“ Controlled Non-Profit ” means an Issuer which (a) is organized as a non-profit entity, whether pursuant to Section 501 of the Code or otherwise, or (b) which has contracted with any Issuer for the provisions of services under a Cemetery Management Agreement.
“ Credit Agreement ” the Amended and Restated Credit Agreement dated as of August 15, 2007, by and among the Issuers, the Lenders party thereto and Bank of America N.A., as agent for said Lenders, as amended, modified, supplemented or refinanced in accordance with the provisions of this Agreement (so long as in the case of any refinancing the lenders under such refinanced credit agreement have become parties to the Intercreditor Agreement and the Issuers comply with Section 9.16).
 
Schedule B-7

“ Credit Agreement Documents ” means the Credit Agreement, the Security Documents and the Intercreditor Agreement.
“ Credit Party ” means, individually, and “Credit Parties” means, collectively, each Issuer, the Parent, the General Partner, and each other Subsidiary of the Parent that shall be required to execute and deliver any joinder pursuant to Section 9.8.
“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
“ Default Rate ” means the rate of interest that is the greater of (a) 2% per annum above the rate of interest stated in the first paragraph of the Shelf Notes and (b) 2% over the rate of interest publicly announced by Citibank, N.A. in New York City as its “base” or “prime” rate.
“ Delayed Delivery Fee ” has the meaning specified in Section 2.9(c).
“ Dignity 2007 ” means the acquisition by one or more of the Credit Parties of certain operating assets of the cemetery and funeral home properties identified on Exhibit “A” attached to that certain letter of intent dated June 6, 2007, between the Company and Service Corporation International (the “ LOI ”), a copy of which has been delivered to Prudential and iStar prior to the Series B Closing Date, in accordance with the terms of the LOI.
“ Disposition” or “Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
“ Disposition Note ” means a promissory note issued by a purchaser of assets in connection with a Disposition permitted under Section 10.5.
“ Dollar ” and “ $ ” mean lawful money of the United States.
“ Effective Date ” means September 20, 2004.
“ Employment Agreements ” means all material employment agreements entered into by any Credit Party.
 
Schedule B-8

“ Environmental Laws ” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.
“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Credit Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“ Environmental Permit ” means any permit, approval, identification number, license or other authorization required under any Environmental Law.
“ Equity Interests ” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein, and Certificates of Indebtedness), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated and rulings issued thereunder.
“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with any Issuer within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Issuer or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Issuer or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan (including notification to any Issuer of an intent to commence
 
Schedule B-9

such proceedings); (e) notification to any Issuer or any ERISA Affiliate of (i) the filing of a notice of intent to terminate a Multiemployer Plan, (ii) the treatment of a Plan amendment as the termination of a Multiemployer Plan under Section 4041A of ERISA, or (iii) the commencement of proceedings by the PBGC to terminate a Multiemployer Plan; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Issuer or any ERISA Affiliate.
“ Event of Default ” has the meaning specified in Section 11.
“ Excess Funding Issuer ” has the meaning specified in Section 23.2.
“ Excess Payment ” has the meaning specified in Section 23.2.
“ Excluded Collateral ” has the meaning specified in the Security Agreement.
“ Existing Credit Agreement ” means the Credit Agreement dated as of September 20, 2004 by and among the Issuers, the Lenders party thereto and Bank of America, N.A. (successor by merger to Fleet National Bank), as agent for said Lenders, as amended by a First Amendment, dated November 12, 2004, a Second Amendment dated September 28, 2006, a Third Amendment dated May 7, 2007, a Fourth Amendment dated June 29, 2007, a Fifth Amendment dated July 31, 2007, and various joinders thereto.
“ Existing Indebtedness ” means Indebtedness described on Schedule 5.14(a) .
“ Existing Note Agreement ” has the meaning specified in Section 1.1.
“ Existing Series A Notes ” has the meaning specified in Section 1.1.
“ Extraordinary Receipt ” means any cash received by or paid to or for the account of any Person which represent proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings) or condemnation awards (and any payments in lieu thereof).
“ Facility ” has the meaning specified in Section 2.1.
“ Facility Fee ” has the meaning specified in Section 2.9(a).
“ Finance Documents ” means this Agreement, the Shelf Notes, the General Partner/Parent Guarantee, the Intercreditor Agreement, the Security Documents and the Confirmation and Reaffirmation of General Partner/Parent Guarantee.
“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.
“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute
 
Schedule B-10

of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.
“ General Partner ” has the meaning specified in the introductory paragraph hereto.
“ General Partner/Parent Guarantee ” has the meaning specified in Section 1.6.
“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
“ GP Agreement ” means that certain Amended and Restated Limited Liability Agreement of StoneMor GP LLC, a Delaware limited liability company, dated as of September 20, 2004, as may be amended, restated, modified, replaced or supplemented from time to time.
“ Guarantee ” means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.
“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
 
Schedule B-11

“ Hedge Treasury Note(s) ” means, with respect to any Accepted Note, the United States Treasury Note whose duration (as determined by Prudential or iStar, as the case may be) most closely matches the duration of such Accepted Notes.
“ holder ” means, with respect to any Shelf Note, the Person in whose name such Shelf Note is registered in the register maintained by the Company pursuant to Section 13.1.
“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
(c) net obligations of such Person under any Swap Contract;
(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable and accrued expenses, in each case arising the ordinary course of business, and any other trade accounts payable and deferred rent not past due for more than 90 days);
(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
(f) all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt of such Person;
(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, in each case prior to a date which is at least six months after the latest scheduled maturity date of any Shelf Note, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and
(h) all Guarantees of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.
“ Indemnitees ” has the meaning specified in Section 22.7.
 
Schedule B-12

“ INHAM Exemption ” has the meaning specified in Section 6.2(e).
“ Institutional Investor ” means (a) any Purchaser of a Shelf Note, (b) any holder of a Shelf Note holding (together with one or more of its affiliates) more than 5% of the aggregate principal amount of the Shelf Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any holder of any Shelf Note.
“ Intercompany Loan ” means a loan permitted pursuant to Section 10.2(c).
“ Intercompany Note ” means any promissory note evidencing an Intercompany Loan.
“ Intercreditor Agreement ” means that certain Amended and Restated Intercreditor and Collateral Agency Agreement, dated the Series B Closing Date, among the Credit Parties, the Lenders, the Purchasers, the Collateral Agent and the Administrative Agent, as amended, restated, modified, extended, renewed, replaced or supplemented from time to time.
“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit or all or a substantial part of the business of, such Person.
“ IP Rights ” has the meaning specified in Section 5.17.
“ IRS ” means the United States Internal Revenue Service.
“ iStar ” means iStar Financial, Inc.
“ iStar Available Facility Amount ” has the meaning specified in Section 2.1.
“ Issuance Fee ” has the meaning specified in Section 2.9(b).
“ Issuance Period ” has the meaning specified in Section 2.2.
“ Issuer ” has the meaning specified in the introductory paragraph.
“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
“ Lender ” and “ Lenders ” have the meaning specified in the Credit Agreement.
 
Schedule B-13

“ Lien ” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or other), charge, preference, priority or other security agreement of any kind or nature whatsoever (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under the UCC or any similar recording or notice statute (other than any unauthorized financing statement or other notice filing for which there is not otherwise any underlying Lien or secured obligation), and any lease having substantially the same effect as the foregoing).
“ Make-Whole Amount ” has the meaning specified in Section 8.8.
“ Management Agreement ” means any material agreement with respect to the management of any Credit Party, including, without limitation, any consulting agreement or other management advisory agreement, but excluding any employment agreement.
“ Material Adverse Effect ” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Parent and its Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Collateral Agent or any holder under any Finance Document, or of the ability of any Credit Party to perform its obligations under any Finance Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Parent and its Subsidiaries taken as a whole of any Finance Document.
“ Material Contract ” means, with respect to any Person, each contract to which such Person is a party involving aggregate consideration payable to or by such Person of the Threshold Amount or more in any year or otherwise material to the business, condition (financial or otherwise), operations, performance, properties or prospects of such Person.
“ Maximum Rate ” has the meaning specified in Section 23.3.
“ Measurement Period ” means, at any date of determination, the most recently completed four fiscal quarters of the Parent.
“ Merchandise Trust ” means a trust fund, pre-need trust, pre-construction trust or other reserve, trust, escrow or any similar arrangement established and administered by an Issuer as required in accordance with applicable Law to receive and administer the aggregate of all amounts derived from the sale of services and personal property, such as foundations, markers, memorials, memorial bases, monuments, urns, vases, vaults and caskets, used in connection with the final disposition, memorialization, interment, entombment, or inurnment of human remains.
“ Modifications ” has the meaning specified in Section 4.1(h)(ii).
“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.
“ Mortgage Policies ” means the title insurance policies delivered to the Collateral Agent in connection with the Mortgages, as each may be amended, restated, modified, extended, renewed, replaced or supplemented from time to time.
 
Schedule B-14

“ Mortgages ” means all deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust and other similar documents and agreements delivered by the Credit Parties to the Collateral Agent, whether pursuant to the Existing Note Agreement, this Agreement or any other Finance Document, as each may be amended, restated, modified, extended, renewed, replaced or supplemented from time to time.
“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Issuer or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.
“ Net Cash Proceeds ” means:
(a) with respect to any Disposition by any Credit Party or any of its Subsidiaries, or any Extraordinary Receipt received by or paid to the account of any Credit Party or any of its Subsidiaries, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Credit Agreement Documents or the Finance Documents), (B) the reasonable and customary out-of-pocket expenses incurred by such Credit Party or such Subsidiary in connection with such transaction and (C) income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds; and
(b) with respect to the sale or issuance of any Equity Interest by any Credit Party or any of its Subsidiaries, the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by such Credit Party or such Subsidiary in connection therewith.
“ Non-Renewal Fee ” has the meaning specified in Section 2.9(e).
“ NPL ” means the National Priorities List under CERCLA.
“ Obligations ” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party arising under any Finance Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, Make-Whole Amount and fees that accrue after the commencement by or against any Credit Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided , however , that the Obligations shall not include any obligations of the Credit Parties to the Lenders under the Credit Agreement Documents.
 
Schedule B-15

“ Officer’s Certificate ” means a certificate of a Senior Financial Officer or of any other officer of a Credit Party whose responsibilities extend to the subject matter of such certificate.
“ Organizational Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to (i) any entity organized under any non-U.S. jurisdiction and (ii) any Controlled Non-Profit); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.
“ Parent ” has the meaning specified in the introductory paragraph hereto.
“ Partnership Agreement ” means that certain First Amended and Restated Agreement of Limited Partnership of StoneMor Partners L.P. dated as of September 20, 2004, as amended, restated, modified, extended, renewed, replaced or supplemented from time to time.
“ Partnership Common Units ” means the common units of the Parent.
“ Partnership Subordinated Units ” means the subordinated units of the Parent.
“ PBGC ” means the Pension Benefit Guaranty Corporation.
“ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Issuer or any ERISA Affiliate or to which any Issuer or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.
“ Permitted Acquisition ” means an acquisition by an Issuer of (a) the assets constituting a business unit or all or a substantial part of the business of any Person, other than a then existing Subsidiary of the Parent, that is organized under the laws of any political subdivision of the United States and transacts all of its material business within the United States (each a “ Domestic Person ”), or (b) 100% of the capital stock or other Equity Interests of any Domestic Person, which acquisition complies with each of the following requirements:
(i) such acquisition has been approved by the board of directors or similar governing body of the related Domestic Person;
(ii) the consideration paid by such Credit Party consists solely of (A) Partnership Common Units, (B) cash, and (C) Seller Subordinated Debt permitted hereunder;
 
Schedule B-16

(iii) any Acquired Person shall own no capital stock or other Equity Interests of any other Person unless the Acquired Person owns 100% of the capital stock or other Equity Interests of such other Person;
(iv) the assets or Person acquired are used in or constitute a Permitted Business; and
(v) the acquisition has been approved by the Company’s board of managers.
Notwithstanding anything to the contrary contained in the immediately preceding sentence, (i) an acquisition which does not otherwise meet the requirements set forth above in the definition of “Permitted Acquisition” shall constitute a Permitted Acquisition if, and to the extent, the Required Holders agree in writing that such acquisition shall constitute a Permitted Acquisition for purposes of this Agreement and (ii) Dignity 2007 shall constitute a Permitted Acquisition.
“ Permitted Acquisition Step-Up ” has the meaning specified in Section 10.11(a).
“ Permitted Business ” means any business engaged in or related to the cemetery and funeral home business in the United States and the provision of product and services in connection therewith.
“ Permitted Encumbrances ” (a) with respect to any property that is subject to a Mortgage, has the meaning specified in the related Mortgage, and (b) with respect to any real property not subject to a Mortgage, (i) those liens, encumbrances and other matters affecting title to such property and found reasonably acceptable by the Collateral Agent, (ii) such easements, encroachments, covenants, conditions, restrictions, rights of way, minor defects, irregularities or encumbrances on title which could not reasonably be expected to materially impair such property for the purpose for which it is held by the applicable Credit Party, (iii) zoning and other municipal ordinances which are not violated in any material respect by the existing improvements and the present use made by the applicable Credit Party of the premises, (iv) general real estate taxes and assessments not yet due and payable, and (v) such other similar items as the Collateral Agent may consent to (such consent not to be unreasonably withheld).
“ Permitted Liens ” has the meaning specified in Section 10.1.
“ Perpetual Care Trust ” means a trust fund, pre-need trust, pre-construction trust or other reserve, trust, escrow or any similar arrangement established and administered by an Issuer as required in accordance with applicable Law for the purpose of receiving the aggregate of all amounts derived from the sale of interests in real property, or fixtures, including, without limitation, mausoleums, niches, columbaria, urns, or crypts, used in connection with the final disposition, memorialization, interment, entombment, or inurnment of human remains and set aside in reserve, trust, escrow or any similar arrangement and administering such amounts for the perpetual care and maintenance of cemetery lots, graves, grounds, landscaping, roads, paths, parking lots, fences, mausoleums, columbaria, vaults, crypts, utilities, and other improvements, structures and embellishments.
“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
 
Schedule B-17

“ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by any Credit Party or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.
“ Pledge Agreement ” has the meaning specified in Section 1.7.
“ Pledged Debt ” means Indebtedness pledged by a Credit Party under the Pledge Agreement, including, without limitation, any Intercompany Note.
“ Pledged Equity ” means Equity Interests pledged by a Credit Party under the Pledge Agreement, including, without limitation, any Certificate of Indebtedness.
“ Preferred Equity ” as applied to the Equity Interests of any Person, means Equity Interests of such Person (other than common stock or units of such Person) of any class or classes (however designated) that rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Equity Interests of any other class of such Person.
“ Prepayment Event ” has the meaning specified in Section 8.2(d).
“ Pro Forma Basis ” means, as of any date, in connection with any calculation of compliance with any financial covenant or financial term, the calculation thereof after giving effect on a pro forma basis to the Indebtedness then being issued and/or Permitted Acquisition then being consummated, if applicable, as well as any other Permitted Acquisition consummated on or after the first day of any relevant Calculation Period (in each case, as if consummated on the first day of such Calculation Period and based on the best available historical financial information provided by the Person who is being or was, or whose assets are being or were, acquired in connection with each such Permitted Acquisition, whether prepared in accordance with GAAP or otherwise, and accepted by the Issuers in the exercise of their reasonable business judgment), and, in each case involving a Permitted Acquisition, adjusted to account for (a) expenses eliminated or reasonably expected to be eliminated by the Issuers pursuant to synergies and other efficiencies of each such acquisition, and (b) income, gains and losses from any Trust Accounts being acquired, using a net asset value of Perpetual Care Trusts multiplied by ten-year Treasury Rate plus 150 basis points and Merchandise Trusts multiplied by five-year Treasury Rate plus 150 basis points; provided that any such calculations delivered pursuant to Section 10.3(h)(ix) shall also give effect on a pro forma basis to (i) the incurrence of any Indebtedness by any Credit Parties on or after the first day of the relevant Calculation Period as if such Indebtedness had been incurred (and the proceeds thereof applied) on the first day of the relevant Calculation Period and (ii) the permanent repayment of any Indebtedness of any Credit Parties on or after the first day of the relevant Calculation Period as if such Indebtedness had been retired or redeemed on the first day of the relevant Calculation Period (in each case, based on the historical financial information described above).
“ Pro Rata Share ” has the meaning specified in Section 23.2.
“ Prudential ” means Prudential Investment Management, Inc.
“ Prudential Available Facility Amount ” has the meaning specified in Section 2.1.
 
Schedule B-18

“ PTE ” has the meaning specified in Section 6.2(a).
“ Purchasers ” means the initial purchasers of the Shelf Notes, together with any successors thereto as holders of such Shelf Notes.
“ QIB ” means a “qualified institutional buyer” as such term is defined in Rule 144A under the Securities Act as in effect on the Series B Closing Date.
“ Quote ” has the meaning specified in Section 2.9(e).
“ QPAM Exemption ” means Prohibited Transaction Class Exemption 84-14 issued by the United States Department of Labor.
“ Regulation T ” means Regulation T of the Board of Governors of the Federal Reserve System as from to time in effect and any successor to all or any portion thereof.
“ Regulation U ” means Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof.
“ Related Fund ” means, with respect to any holder of any Shelf Note, any fund or entity that (i) invests in Securities or bank loans, and (ii) is advised or managed by such holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.
“ Related Parties ” means with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.
“ Request for Purchase ” has the meaning specified in Section 2.4.
“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.
“ Required Holders ” means, at any time, holders of at least a majority in principal amount of the Shelf Notes at the time outstanding (exclusive of Shelf Notes then owned by the Company or any of its Affiliates), provided, however , if Prudential or its affiliates is one of such holders or iStar or its affiliates is one of such holders (i) such majority must include Prudential or one or more of its affiliates and iStar or one or more of its affiliates (to the extent that iStar or one or more of its affiliates or Prudential or one or more of its affiliates is also a holder) and (ii) if the terms of the Agreement require the Credit Parties to deliver information or documentation at the request of the Required Holders, Prudential, iStar and any of their respective affiliates will also be deemed to constitute the Required Holders for the purposes of making such request.
“ Rescheduled Closing Day ” has the meaning specified in Section 2.8.
“ Responsible Officer ” means, with respect to (i) delivering financial information and officer’s certificates pursuant to this Agreement, the chief financial officer, the chief executive officer, the chief operating officer, the corporate controller, or any treasurer or other financial
 
Schedule B-19

officer of the General Partner and (ii) any other matter in connection with this Agreement or any other Finance Document, any officer (or a person or persons so designated by such officer) of the General Partner or the Company, as the case may be, in each case to the extent reasonably acceptable to the Required Holders.
“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person or any of its Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any Person’s stockholders, partners or members (or the equivalent of any thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.
“ Revolving Facility Cap ” has the meaning specified in Section 10.2(b).
“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.
“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“ Secured Parties ” means, collectively, the holders, the Collateral Agent and the other Persons the obligations owing to which are secured by the Collateral under the terms of the Security Documents.
“ Securities ” or “ Security ” has the meaning specified in Section 2(1) of the Securities Act.
“ Securities Act ” means the Securities Act of 1933, as amended from time to time.
“ Security Agreement ” has the meaning specified in Section 1.7.
“ Security Documents ” means, collectively, the Security Agreement, the Pledge Agreement, the Mortgages, the Confirmation Agreement, each of the mortgages, collateral assignments, security agreements, pledge agreements or other similar agreements delivered to the Collateral Agent pursuant to the Existing Note Agreement or Section 9.8, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Collateral Agent, all as may be amended, restated, modified, extended, renewed, replaced or supplemented from time to time.
“ Seller Subordinated Debt ” means Indebtedness of an Issuer to a seller of assets or Equity Interests acquired pursuant to a Permitted Acquisition.
“ Senior Financial Officer ” means, as to any Credit Party, the chief financial officer, principal accounting officer, treasurer or comptroller of such Credit Party, as applicable. Unless the context otherwise clearly requires, any reference to a “Senior Financial Officer” is a reference to a Senior Financial Officer of the Company.
 
Schedule B-20

“ Senior Manager ” means any chairman, president, chief executive officer, chief financial officer or similar officer of the General Partner, the Parent or the Company.
“ Series ” has the meaning specified in Section 1.5.
“ Series A Holders ” has the meaning specified in Section 1.1.
“ Series A Notes ” has the meaning specified in Section 1.3.
“ Series A/B Noteholders ” has the meaning specified in Section 4.1.
“ Series B Closing Date ” has the meaning specified in Section 3.
“ Series B Notes ” has the meaning specified in Section 1.4.
“ Series B Purchaser ” has the meaning specified in Section 3.
“ Shareholders’ Agreement ” means any agreement (including, without limitation, any shareholders’ agreement, subscription agreement or registration rights agreement, but excluding any Organizational Document) entered into by any Credit Party governing the terms and relative rights of the Equity Interests of the entity that is a party to such agreement and any agreement entered into by shareholders relating to any such entity with respect to its Equity Interests to which such entity is also a party.
“ Shelf Notes ” has the meaning specified in Section 1.5.
“ Solvent ” and “ Solvency ” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, in each case, taking into account any rights of subrogation and contribution to the Affiliates of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“ Source ” has the meaning specified in Section 6.2.
“ Subordination Provisions ” has the meaning specified in Section 11(n).
 
Schedule B-21

“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Parent.
“ Subsidiary Issuer ” has the meaning specified in the introductory paragraph hereto.
“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or Affiliate of a Lender).
“ Synthetic Debt ” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds (including any minority interest transactions that function primarily as a borrowing) but are not otherwise included in the definition of “Indebtedness” or as a liability on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.
“ Synthetic Lease Obligation ” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including sale and leaseback transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
 
Schedule B-22

“ Tax Allocation Agreement ” means any tax sharing or tax allocation agreement entered into by any Credit Party.
“ Threshold Amount ” means $2,000,000.
“ Transaction ” means, collectively, (a) the entering into by the Credit Parties of the Credit Agreement Documents and the Finance Documents, (b) the refinancing of the Existing Credit Agreement and (c) the payment of the fees and expenses incurred in connection with the consummation of the foregoing.
“ Trust Accounts ” means, collectively, the Perpetual Care Trusts and Merchandise Trusts.
“ Trust Funds ” means, at the time of any determination thereof, in connection with the Trust Accounts, the aggregate of all amounts required by applicable Law to be set aside in reserve, trust, escrow or any similar arrangement.
“ UCC ” means the Uniform Commercial Code as in effect in the Commonwealth of Pennsylvania; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the Commonwealth of Pennsylvania, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.
“ Unfunded Pension Liability ” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.
“ Uninsured Liabilities ” shall mean any losses, damages, costs, expenses and/or, liabilities (including any losses, damages, costs, expenses or liabilities resulting from property damage or casualty, general liability, workers’ compensation claims and business interruption) incurred by any Credit Party or any Subsidiary which are not covered by insurance, but with respect to which insurance coverage is commercially available in the ordinary course of business to Persons engaged in the same or similar business as the Permitted Business.
“ United States ” and “ U.S. ” mean the United States of America.
 
Schedule B-23

SCHEDULE B-1
AUTHORIZED OFFICERS
With respect to Prudential: Any Assistant Vice President, Vice President or Senior Vice President
With respect to iStar: Any Senior Vice President or anyone above a Senior Vice President
Each of the following officers of StoneMor Operating LLC, a Delaware limited liability company (the “ Company ”), is designated as an “ Authorized Officer ” of the Company:

Lawrence Miller	  	Chairman, President, Chief Executive Officer and Assistant Secretary	
William R. Shane	  	Chief Financial Officer, Treasurer, Executive Vice President and Secretary	
Michael L. Stache	  	Senior Vice President, Chief Operating Officer	
Gregg A. Strom	  	Senior Vice President - Business Development	
Frank Milles	  	Vice President of Administration, Trust and Due Diligence, and Assistant Secretary	
Paul Waimberg	  	Vice President - Finance and Assistant Secretary	
Ken Lee, Jr.	  	Vice President of Funeral Home Operations	
Robert P. Stache	  	Vice President - Sales	
Jeffrey P. Bissonette	  	Vice President of Information Technology.	
 
Schedule B-1-1

SCHEDULE 2.9
FEE PAYMENT INSTRUCTIONS

Wiring Information	  	Fee Amount	
JPMorgan Chase Bank
New York, NY
ABA No.: 021-000-021
Account Name: Prudential Managed Portfolio
Account No.: P86188
Ref: StoneMor Fees	  	$	87,500	
		
JPMorgan Chase Bank
New York, NY
ABA No.: 021-000-021
Account Name: Privest Plus
Account No.: P86288
Ref: StoneMor Fees	  	$	112,500	
		
JPMorgan Chase Bank
New York, NY
ABA No.: 021-000-021
Acct. No.: 304232491
Acct. Name: TIMFEE
Ref: StoneMor Fees	  	$	25,000	
		
JPMorgan Chase Bank
ABA #021000021
Account Name: SFT I, Inc.
Account No. 230-368913
Ref: Stonemor Debt Service	  	$	225,000	
 
Schedule 2.9-1

SCHEDULE 4.1(d)(iii)
LOCAL COUNSEL

Alabama	  	Sirote & Permutt, P.C.
2311 Highland Avenue South
Birmingham, AL 35205	
		
Colorado	  	Holland & Hart LLP
555 17 th Street
Suite 3200
Denver, CO 80202	
		
Delaware	  	Young Conaway Stargatt & Taylor, LLP
The Brandywine Building
1000 West Street, 17th Floor
Wilmington, DE 19801	
		
Georgia	  	McGuire Woods LLP
The Proscenium
1170 Peachtree Street N.E., Suite 2100
Atlanta, Georgia 30309-7649	
		
Illinois	  	McGuireWoods LLP
77 West Wacker Drive
Suite 4100
Chicago, IL 60601-1815	
		
Indiana	  	May Oberfell Lorber
4100 Edison Lakes Parkway
Suite 100
Mishawaka, IN 46545	
		
Kansas	  	Husch & Eppenberger, LLC
1200 Main Street
Suite 2300
Kansas City, MO 64105	
		
Kentucky	  	Keating Muething & Klekamp PLL
One East Fourth Street
Suite 1400
Cincinnati, OH 45202	
 
Schedule 4.1(d)(iii)-1

			
Maryland	  	Adelberg, Rudow, Dorf & Hendler, LLC
Wachovia Building
7 Saint Paul Street
Suite 600
Baltimore, MD 21202	
		
Michigan	  	Honigman Miller Schwartz and Cohn LLP
2290 First National Building
660 Woodward Avenue
Detroit, Michigan 48226-3506	
		
Missouri	  	Husch & Eppenberger, LLC
1200 Main Street
Suite 2300
Kansas City, MO 64105	
		
North Carolina	  	Smith Anderson Blount Dorsett
Mitchell & Jernigan LLP
Post Office Box 2611
Raleigh, North Carolina 27602-2611	
		
Ohio	  	Keating Muething & Klekamp PLL
One East Fourth Street
Suite 1400
Cincinnati, OH 45202	
		
Oregon	  	Perkins Coie LLP
1120 N.W. Couch Street, Tenth Floor
Portland, OR 97209-4128	
		
Rhode Island	  	Brennan, Recupero, Cascione,
Scungio & McAllister, LLP
362 Broadway
Providence, RI 02909	
		
Tennessee	  	Boult, Cummings, Conners & Berry, PLC
1600 Division Street, Suite 700
Nashville, Tennessee 37203	
		
Virginia	  	Christian Barton LLP
909 East Main Street
Suite 1200
Richmond, VA 23219-3095	
 
Schedule 4.1(d)(iii)-2

			
Washington	  	Perkins Coie LLP
1201 Third Avenue Suite 4800 Seattle, Washington	
		
West Virginia	  	Spilman Thomas & Battle, PLLC
Spilman Center
300 Kanawha Boulevard East (25301)
Post Office Box 273
Charleston, WV 25321-0273	
 
Schedule 4.1(d)(iii)-3

SCHEDULE 5.8(c)
REAL PROPERTY OWNED BY
EACH CREDIT PARTY AND ITS SUBSIDIARIES

Property Name	  	Address/County*	  	Property Owner	
			
	  	ALABAMA	  		
			
Valhalla Cemetery and Funeral Home	  	5317 Bessemer Highway, Jefferson County, Birmingham, Alabama 35228	  	The Valhalla Cemetery Company LLC	
			
Crestwood Memorial Cemetery and Funeral Home	  	2209 East Broad Street, Gadsden, Etowah County, Alabama 35903	  	StoneMor Alabama LLC	
			
Forestlawn Gardens	  	802 Golden Springs Rd., Anniston, Calhoun County, Alabama 36207	  	StoneMor Alabama LLC	
			
Lakeview Memory Gardens	  	3800 North Highway 431, Phenix City, Russell County, Alabama 36867	  	StoneMor Alabama LLC	
			
Ridout’s Forest Crest Cemetery	  	5730 Highway 78 East, Birmingham, Jefferson County, Alabama 35210	  	StoneMor Alabama LLC	
			
Ridout’s Forest Hill Cemetery	  	431 North 60 th Street, Birmingham, Jefferson County, Alabama 35212	  	StoneMor Alabama LLC	
			
Walker Memory Gardens	  	692 Highway 5 North, Jasper, Walker County, Alabama 35503	  	StoneMor Alabama LLC	
			
	  	COLORADO	  		
			
Grand Junction Memorial Gardens	  	2970 North Avenue, Grand Junction, Mesa County, Colorado 81504	  	StoneMor Colorado LLC	
			
Olinger’s Evergreen Cemetery	  	200 East 168 th Avenue, Broomfield, Broomfield County, Colorado 80020	  	StoneMor Colorado LLC	
			
	  	DELAWARE	  		
			
Henlopen Cemetery	  	RD 1 226A, Milton, Sussex County, Delaware 19968	  	Henlopen Memorial Park LLC	
			
	  	GEORGIA	  		
			
Lakewood Memory Gardens South	  	325 Greens Lake Road, Rossville, Catoosa County, Georgia 30741	  	Lakewood Memory Gardens South LLC	
			
Floral Memory Gardens	  	120 Old Pretoria Road, Albany, Dougherty County, Georgia 31707	  	StoneMor Georgia LLC	
 
Schedule 5.8(c)-1

					
Property Name	  	Address/County*	  	Property Owner	
			
Floyd Memory Gardens	  	U.S. Highway 411 East, Rome, Floyd County, Georgia 30165	  	StoneMor Georgia LLC	
			
Oaknoll Memorial Gardens	  	2549 Shorter Avenue, Rome, Floyd County, Georgia 30165	  	StoneMor Georgia LLC	
			
Restlawn Memory Gardens	  	2098 Mooty Bridge Road, LaGrange, Troup County, Georgia 30240	  	StoneMor Georgia LLC	
			
Sunset Hill Memorial Gardens	  	Church Street, Rome, Floyd County, Georgia 30165	  	StoneMor Georgia LLC	
			
Carroll Memory Gardens	  	914 Stripling Chapel Road, Carrollton, Carroll County, Georgia 30116	  	StoneMor Georgia LLC	
			
	  	ILLINOIS	  		
			
Mount Vernon Memorial Estates	  	11875 Archer Avenue, Lemont, Cook County, Illinois 60439	  	StoneMor Illinois LLC	
			
Floral Lawn Cemetery	  	835 Dearborn Avenue, South Beloit, Winnebago County, Illinois 61080	  	StoneMor Illinois LLC	
			
	  	INDIANA	  		
			
Calvary Cemetery and Crematory	  	2701 Willowdale Road, Portage, Porter County, Indiana 46368	  	StoneMor Indiana LLC	
			
	  	KANSAS	  		
			
Old Mission Wichita Park Cemetery/Crematory and Old Mission Mortuary	  	3424 East 21 st Street, Wichita, Sedgwick County, Kansas 67208	  	StoneMor Kansas LLC	
			
White Chapel Memorial Gardens	  	1806 North Oliver, Wichita, Sedgwick County, Kansas 67208	  	StoneMor Kansas LLC	
			
	  	KENTUCKY	  		
			
Highland Memory Garden	  	279 Landis Lane, Mount Washington, Bullitt County, Kentucky 40047	  	StoneMor Kentucky LLC	
			
	  	MARYLAND	  		
			
Cedar Hill Cemetery, Cedar Hill Funeral Home	  	4111 Pennsylvania Avenue, Suitland, Prince Georges County, Maryland 20746	  	Osiris Holding of Maryland LLC	
			
Lincoln Memorial Cemetery	  	4001 Suitland Road, Suitland, Prince Georges County, Maryland 20746	  	Osiris Holding of Maryland LLC	
			
Glen Haven Memorial Park	  	7215 Ritchie Highway, Glen Burnie, Anne Arundel County, Maryland 21061	  	Glen Haven Memorial Park LLC	
			
Lorraine Park Cemetery	  	5608 Dogwood Road, Baltimore, Baltimore County, Maryland 21207	  	Lorraine Park Cemetery LLC	
 
Schedule 5.8(c)-2

					
Property Name	  	Address/County*	  	Property Owner	
			
Washington National Cemetery	  	4101 Suitland Road, Suitland, Prince Georges County, Maryland 20746	  	WNCI LLC	
			
Columbia Memorial Park	  	12005 Clarksville Pike, Route 108, Clarksville, Howard County, Maryland 21029	  	Columbia Memorial Park LLC	
			
Hillcrest Burial Park	  	10901 Mason Road NE, Cumberland, Allegheny County, Maryland 21502	  	Modern Park Development LLC	
			
Springhill Memory Gardens	  	US Highway 50, Marker 106, Hebron, Wicomico County, Maryland 21830	  	Springhill Memory Gardens LLC	
			
Sunset Memorial Park	  	13800 North East Bedford Road, Cumberland, Allegheny County, Maryland 21502	  	Sunset Memorial Park LLC	
			
Wicomico Memorial Park	  	721 Snow Hill Road, Salisbury, Wicomico County, Maryland 21801	  	Wicomico Memorial Parks LLC	
			
	  	MICHIGAN	  		
			
Floral Gardens Cemetery	  	2215 West Cass Avenue Road, Bay City, Bay County, Michigan 48708	  	StoneMor Michigan LLC	
			
Floral Lawn Memorial Gardens	  	1490 East Michigan Avenue, Battle Creek, Calhoun County, Michigan 49014	  	StoneMor Michigan LLC	
			
Roseland Memorial Gardens	  	3744 Brooklyn Road, Jackson, Jackson County, Michigan 49203	  	StoneMor Michigan LLC	
			
	  	MISSOURI	  		
			
Forest Hill Calvary Cemetery and Funeral Chapel	  	6901 Troost Avenue, Kansas City, Jackson County, Missouri 64131	  	StoneMor Missouri LLC	
			
	  	NEW JERSEY	  		
			
Beth Israel Cemetery	  	U.S. Highway 1 South, Woodbridge, Middlesex County, New Jersey 07095	  	Beth Israel Cemetery Association of Woodbridge New Jersey	
			
Bethel Memorial Park	  	1620 Cove Road, Pennsauken, Camden County, New Jersey 08110	  	Bethel Cemetery Association	
			
Arlington Park Cemetery	  	1620 Cove Road, Pennsauken, Camden County, New Jersey 08110	  	Arlington Development Company	
 
Schedule 5.8(c)-3

					
Property Name	  	Address/County*	  	Property Owner	
			
Clover Leaf Memorial Park	  	U.S. Highway 1 and U.S. Highway 35, Woodbridge, Middlesex County, New Jersey 07095	  	Clover Leaf Park Cemetery Association	
			
Locustwood Cemetery	  	1550 Marlton Pike (Route 70) West, Cherry Hill, Camden County, New Jersey 08002	  	Locustwood Cemetery Association	
			
Mt. Lebanon Cemetery	  	Gill Lane, Iselin, Middlesex County, New Jersey 08830	  	Clover Leaf Park Cemetery Association	
			
	  	NORTH CAROLINA	  		
			
Randolph Memorial Park	  	4538 US Highway 220 Business North, Asheboro, Randolph County, North Carolina 27203	  	StoneMor North Carolina LLC	
			
Alamance Memorial Park	  	4039 South Church Street, Burlington, Alamance County, North Carolina, 27215	  	StoneMor North Carolina LLC	
			
West Lawn Memorial Park	  	1350 South Main Street, China Grove, Rowan County, North Carolina 28023	  	StoneMor North Carolina LLC	
			
Wayne Memorial Park	  	2925 U.S. Highway 117 North and 1193 Old Grantham Road, Goldsboro, Wayne County, North Carolina 27530	  	StoneMor North Carolina LLC	
			
Lakeview Memorial Park	  	3600 U.S. Highway 29 North, Greensboro, Guilford County, North Carolina 27405	  	StoneMor North Carolina LLC	
			
Skyline Memory Gardens	  	432 Old Buck Shoals Road, Mount Airy, Surry County, North Carolina 27030	  	StoneMor North Carolina LLC	
			
Oakhill Memorial Park	  	2603 Tower Hill Road, Kinston, Lenoir County, North Carolina 28501	  	StoneMor North Carolina LLC	
			
Pinelawn Memorial Park	  	4488 Highway 70 West, Kinston, Lenoir County, North Carolina 28504	  	StoneMor North Carolina LLC	
			
Oaklawn Memorial Gardens	  	3250 High Point Road, Winston-Salem, Forsyth County, North Carolina 27107	  	StoneMor North Carolina LLC	
			
Rowan Memorial Park	  	4125 U.S. Highway 601 North, Salisbury, Rowan County, North Carolina 28147	  	StoneMor North Carolina LLC	
 
Schedule 5.8(c)-4

					
Property Name	  	Address/County*	  	Property Owner	
			
	  	OHIO	  		
			
Crown Hill Cemetery	  	8730 Darrow Road, Twinsburg, Summit County, Ohio 44087	  	Crown Hill Cemetery Association (and Crown Hill Mausoleum Company)	
			
Butler County Memorial Park	  	4570 Trenton-Oxford Road, Hamilton, Butler County, Ohio 45011	  	Butler County Memorial Park LLC	
			
	  	OREGON	  		
			
Hillcrest Memorial Park/Crematory and Hillcrest Mortuary	  	2201 North Phoenix Rd., Medford, Jackson County, Oregon 97504	  	StoneMor Oregon LLC	
			
Memory Gardens Memorial Park and Memory Gardens Mortuary	  	1395 Arnold Lane, Medford, Jackson County, Oregon 97501	  	StoneMor Oregon LLC	
			
Roseburg Memorial Gardens	  	1056 Northwest Hicks Rd., Roseburg, Douglas County, Oregon 97470	  	StoneMor Oregon LLC	
			
Valley View Cemetery	  	683 Valley View Road, Sutherlin, Douglas County, Oregon 97479	  	StoneMor Oregon LLC	
			
Restlawn Memorial Gardens & Mausoleum and Restlawn Funeral Home	  	201 Oak Grove Road NW, Salem, Polk County, Oregon 97304	  	StoneMor Oregon LLC	
			
Wilson’s Chapel of the Roses and Roseburg Crematory	  	965 West Harvard Boulevard, Roseburg, Douglas County, Oregon 97470	  	StoneMor Oregon Subsidiary LLC	
			
	  	PENNSYLVANIA	  		
			
Allegheny County Memorial Park	  	1600 Duncan Avenue, Allison Park, Allegheny County, Pennsylvania 15101	  	Bedford County Memorial Park LLC	
			
Bethlehem Memorial Park	  	1851 Linden Street, Bethlehem, Northampton County, Pennsylvania 18017	  	Melrose Land LLC	
			
Blair Memorial Park	  	RD #7, Altoona, Blair County, Pennsylvania 16601	  	Bedford County Memorial Park LLC	
			
Blue Ridge Memorial Gardens	  	6701 Jonestown Road, Harrisburg, Dauphin County, Pennsylvania 17112	  	Blue Ridge Memorial Gardens LLC	
			
Castle View Memorial Park	  	3010 Wilmington Road, New Castle, Lawrence County, Pennsylvania 16105	  	Bedford County Memorial Park LLC	
			
Centre County Memorial Park	  	1032 Benner Pike, State College, Centre County, Pennsylvania 16801	  	Bedford County Memorial Park LLC	
 
Schedule 5.8(c)-5

					
Property Name	  	Address/County*	  	Property Owner	
			
Chartiers Cemetery	  	801 Noblestown Road, Carnegie, Allegheny County, Pennsylvania 15106	  	Chartiers Cemetery LLC	
			
Coraopolis Cemetery	  	Main & Woodlawn Road, Coraopolis, Allegheny County, Pennsylvania 15108	  	The Coraopolis Cemetery LLC	
			
Crestview Memorial Park	  	749 North Broad Street Extension, Grove City, Mercer County, Pennsylvania 16127	  	Bedford County Memorial Park LLC	
			
Cumberland Valley Memorial Gardens	  	1921 Ritner Highway, Carlisle, Cumberland County, Pennsylvania 17013	  	Osiris Holding of Pennsylvania LLC	
			
Eloise B. Kyper Funeral Home	  	1034 Benner Pike, State College, Centre County, Pennsylvania 16801	  	Eloise B. Kyper Funeral Home, Inc.	
			
Erie County Memorial Gardens	  	7880 Edinboro Road, Erie, Erie County, Pennsylvania 16509	  	Bedford County Memorial Park LLC	
			
Grand View Memorial Park	  	500 N. Weber Street, Annville, Lebanon County, Pennsylvania 17003	  	Bedford County Memorial Park LLC	
			
Greene County Memorial Park	  	RD #1, Waynesburg, Greene County, Pennsylvania 15370	  	Bedford County Memorial Park LLC	
			
Greenlawn Burial Estates
(for additional acreage
see Semper Concrete Products)	  	731 West Old Route 422, Butler, Butler County, Pennsylvania 16001	  	Bedford County Memorial Park LLC	
			
Green Lawn Memorial Park	  	Junction of Routes 15 and 54, Montgomery, Lycoming County, Pennsylvania 17752	  	Green Lawn Memorial Park LLC	
			
Greenwood Cemetery	  	719 Highland Avenue, Lancaster, Lancaster County, Pennsylvania 17603	  	Osiris Holding of Pennsylvania LLC	
			
Juniata Memorial Park	  	9010 US Highway 577 South, Lewistown, Mifflin County, Pennsylvania 17044	  	Juniata Memorial Park LLC	
			
Lakewood Memorial Park	  	RD #2, P.O. Box 2948, Cheswick, Allegheny County, Pennsylvania 15024	  	Bedford County Memorial Park LLC	
			
Laurelwood Cemetery	  	901 Bryant Street, Stroudsburg, Monroe County, Pennsylvania 18360	  	Laurelwood Cemetery LLC	
			
Lawn Haven Burial Estates	  	RD #1, Box 38, Worthington, Armstrong County, Pennsylvania 16262	  	Bedford County Memorial Park LLC	
 
Schedule 5.8(c)-6

					
Property Name	  	Address/County*	  	Property Owner	
			
The Morris Cemetery	  	428 Nutt Road, Phoenixville, Chester County, Pennsylvania 19460	  	J.V. Walker LLC	
			
Mount Airy Cemetery	  	3012 Old Freeport Road, Natrona Heights, Allegheny County, Pennsylvania 15065	  	Mt. Airy Cemetery LLC	
			
Mount Lebanon Cemetery	  	509 Washington Road, Pittsburgh, Allegheny County, Pennsylvania 15228	  	Mount Lebanon Cemetery LLC	
			
Mount Royal Cemetery	  	2700 Mount Royal Boulevard, Glenshaw, Allegheny County, Pennsylvania 15116	  	Bedford County Memorial Park LLC	
			
Mount Zion Cemetery and Mausoleum	  	225 East Schuylkill Road, Pottstown, Chester County, Pennsylvania 19465	  	Bedford County Memorial Park LLC	
			
Parklawn Memorial Gardens	  	Route 219, Boot Jack Road, Ridgeway, Elk County, Pennsylvania 15853	  	Osiris Holding of Pennsylvania LLC	
			
Pinewood Memorial Park	  	20950 Route 19, Evans City, Butler County, Pennsylvania 16066	  	Bedford County Memorial Park LLC	
			
Pleasant View Cemetery	  	650 Fritztown Road, Sinking Spring, Berks County, Pennsylvania 19608	  	Osiris Holding of Pennsylvania LLC	
			
Prospect Cemetery	  	501 Prospect Street, East Stroudsburg, Monroe County, Pennsylvania 18301	  	The Prospect Cemetery LLC	
			
Prospect Hill Cemetery	  	4855 Londonderry Road, Harrisburg, Dauphin County, Pennsylvania 17113	  	Prospect Hill Cemetery LLC	
			
Riverside Cemetery	  	200 South Montgomery Avenue, Norristown, Montgomery County, Pennsylvania 19403	  	Riverside Cemetery LLC	
			
Riverview Memorial Gardens	  	3776 Peters Mountain Road, Halifax, Dauphin County, Pennsylvania 17032	  	Riverview Memorial Gardens LLC	
			
Rolling Green Memorial Park	  	Route 3 at Route 202 Bypass, West Chester, Chester County, Pennsylvania 19382	  	Rolling Green Memorial Park LLC	
			
Roselawn Memorial Gardens	  	17045 Conneaut Lake Road, Meadville, Crawford County, Pennsylvania 16335	  	Bedford County Memorial Park LLC	
 
Schedule 5.8(c)-7

					
Property Name	  	Address/County*	  	Property Owner	
			
Semper Concrete Products
(adjacent to Greenlawn Burial Estates)	  	S.R. 422, Butler, Butler County, Pennsylvania 16001	  	CMS West LLC	
			
South Side Cemetery	  	1404 Brownsville Road, Pittsburgh, Allegheny County, Pennsylvania 15210	  	Bedford County Memorial Park LLC	
			
Sunset Hill Memorial Gardens	  	Route 322, Cranberry, Venango County, Pennsylvania 16319	  	Bedford County Memorial Park LLC	
			
Tioga County Memorial Gardens	  	Box 82A, Trout Run, Tioga County, Pennsylvania 17771	  	Tioga County Memorial Gardens LLC	
			
Tri-County Memorial Gardens	  	740 Wyndamere Road, Lewisberry, York County, Pennsylvania 17339	  	Tri-County Memorial Gardens LLC	
			
Twin Hills Memorial Park and Mausoleum	  	3332 Lycoming Mall Drive, Muncy, Lycoming County, Pennsylvania 17756	  	Twin Hills Memorial Park and Mausoleum LLC	
			
Voegtly Cemetery	  	1955 Lowrie Street, Pittsburgh, Allegheny County, Pennsylvania 15212	  	CMS West LLC	
			
Westminster Cemetery	  	1159 Newville Road, Carlisle, Cumberland County, Pennsylvania 17013	  	Westminster Cemetery LLC	
			
Woodlawn Cemetery	  	450 Penn Avenue, Aliquippa, Beaver County, Pennsylvania 15001	  	Bedford County Memorial Park LLC	
			
Woodlawn Memorial Gardens	  	4855 Londonderry Road, Harrisburg, Dauphin County, Pennsylvania 17113	  	Woodlawn Memorial Gardens LLC	
			
Woodlawn Memorial Park	  	1500 Airport Road, Allentown, Lehigh County, Pennsylvania 18103	  	Woodlawn Memorial Park LLC	
			
Cedar Hill Memorial Park	  	1700 Airport Road, Allentown, Lehigh County, Pennsylvania 18103	  	StoneMor Pennsylvania LLC	
			
Grandview Cemetery	  	2735 Walbert Avenue, Allentown, Lehigh County, Pennsylvania 18104	  	StoneMor Pennsylvania LLC	
			
Laurel Cemetery	  	Kimmett Avenue and Castasauqua Avenue, Whitehall, Lehigh County, Pennsylvania 18052	  	StoneMor Pennsylvania LLC	
			
Arlington Memorial Park	  	3843 Lehigh Street, Whitehall, Lehigh County, Pennsylvania 18052	  	StoneMor Pennsylvania LLC	
 
Schedule 5.8(c)-8

					
Property Name	  	Address/County*	  	Property Owner	
			
Sylvan Heights Cemetery/Stephen R. Haky Funeral Home	  	603 and 609 North Gallatin Avenue, Uniontown, Fayette County, Pennsylvania 15401	  	StoneMor Pennsylvania LLC	
			
Mountain View Cemetery	  	Hopwood Fairchance Road, Uniontown, Fayette County, Pennsylvania 15401	  	StoneMor Pennsylvania LLC	
			
LaFayette Memorial Park	  	132 Twin Hills Road, Brier Hill, Fayette County, Pennsylvania 15401	  	StoneMor Pennsylvania LLC	
			
Haky Funeral Home	  	515 North Main Street, Masontown, Fayette County, Pennsylvania 15401	  	CMS West Subsidiary LLC	
			
Weber Funeral Home - Hamilton	  	1619 Hamilton Street, Allentown, Lehigh County, Pennsylvania 18102	  	CMS West Subsidiary LLC	
			
Weber Funeral Home	  	502 and 526-528 Ridge Street, Allentown, Lehigh County, Pennsylvania 18102	  	CMS West Subsidiary LLC	
			
Norcross – Weber Funeral Home	  	101 N. Main Street, Allentown, Lehigh County, Pennsylvania 18036	  	CMS West Subsidiary LLC	
			
	  	RHODE ISLAND	  		
			
Newport Cemetery	  	123 Howland Avenue, Middletown, Newport County, Rhode Island 02840	  	Osiris Holding of Rhode Island LLC	
			
Trinity Cemetery	  	367 East Main Road, Portsmouth, Newport County, Rhode Island 02871	  	Osiris Holding of Rhode Island LLC	
			
	  	TENNESSEE	  		
			
Lakewood Memory Gardens East	  	4621 Shallowford Road, Chattanooga, Hamilton County, Tennessee 37411	  	Lakewood/Hamilton Cemetery LLC	
			
Lakewood Memory Gardens West	  	3509 Cummings Road, Chattanooga, Hamilton County, Tennessee 37419	  	Lakewood/Hamilton Cemetery LLC	
			
Hamilton Memorial Park	  	8900 Dallas Hollow Road, Soddy Daisy, Hamilton County, Tennessee 37379	  	Lakewood/Hamilton Cemetery LLC	
			
	  	VIRGINIA	  		
			
Alleghany Memorial Park	  	7008 Winterberry Road, Covington, Alleghany County, Virginia 24426	  	Alleghany Memorial Park LLC	
 
Schedule 5.8(c)-9

					
Property Name	  	Address/County*	  	Property Owner	
			
Altavista Memorial Park	  	Route 29 North, Altavista, Campbell County, Virginia 24517	  	Altavista Memorial Park LLC	
			
Augusta Memorial Park	  	Route 6 & Goose Creek Road, Waynesboro, Augusta County, Virginia 22980	  	Virginia Memorial Service LLC	
			
Birchlawn Burial Park	  	US Route 460 East, Pearisburg, Giles County, Virginia 24134	  	Birchlawn Burial Park LLC	
			
Briarwood Memorial Gardens	  	Highway 29 South, Amherst, Amherst County, Virginia 24521	  	Stitham LLC	
			
Crestview Memorial Park	  	18599 Highway 1 North, LaCrosse, Mecklenberg County, Virginia 23950	  	Covenant Acquisition LLC	
			
Evergreen Memorial Gardens	  	Mayre Lane, Luray, Page County, Virginia 22835	  	PVD Acquisitions LLC	
			
Fort Hill Memorial Park	  	5196 Fort Avenue, Lynchburg, City of Lynchburg, Virginia 24506	  	Stitham LLC	
			
Henry Memorial Park	  	8443 North Virginia Avenue, Bassett, Henry County, Virginia 24055	  	Henry Memorial Park LLC	
			
Hillcrest Memory Gardens	  	4160 Rixeyville Road, Jefffersonton, Culpeper County, Virginia 22724	  	PVD Acquisitions LLC	
			
Laurel Hill Memorial Park/
Laurel Hill Funeral Home	  	10127 Plank Road, Spotsylvania, Spotsylvania County, Virginia 22553	  	Laurel Hill Memorial Park LLC	
			
Mount Rose Cemetery	  	10069 Crescent Road, Glade Spring, Washington County, Virginia 24340	  	Rose Lawn Cemeteries LLC	
			
Northern Neck Memorial Gardens	  	Route 360 East, Callao, Northumberland County, Virginia 22435	  	Covenant Acquisition LLC	
			
Oaklawn Mausoleum and Memory Gardens	  	1921 Shutterlee Mill Road, Staunton, Staunton City, Virginia 24401	  	Southern Memorial Sales LLC	
			
Heidi Memorial Pet Cemetery	  	1921 Shutterlee Mill Road, Staunton, Staunton City, Virginia 24401	  	KIRIS LLC	
			
Oak Hill Cemetery	  	1902 Plank Road, Fredericksburg, Fredericksburg City, Virginia 22401	  	Oak Hill Cemetery LLC	
 
Schedule 5.8(c)-10

					
Property Name	  	Address/County*	  	Property Owner	
			
Old Dominion Memorial Park	  	3650 Cloverdale Road, Roanoke, Botetourt County, Virginia 24019	  	Star City Memorial Sales LLC	
			
Panorama Memorial Gardens	  	4917 Strasburg Road, Strasburg, Warren County, Virginia 22630	  	PVD Acquisitions LLC	
			
Powell Valley Memorial Gardens	  	5650 Powell Valley Road, Big Stone Gap, Wise County, Virginia 24219	  	Loewen [Virginia] LLC	
			
Rockbridge Memorial Gardens	  	Route 60 East, Lexington, Rockbridge County, Virginia 24450	  	Rockbridge Memorial Gardens LLC	
			
Roosevelt Memorial Park	  	1101 Campostella Road, Chesapeake, City of Chesapeake, Virginia 23320	  	Cemetery Investments LLC	
			
Roselawn Burial Park and Roselawn Funeral Home	  	103 Clearview Drive, Martinsville, Martinsville City, Virginia 24114	  	Roselawn Development LLC	
			
Rose Lawn Cemetery	  	Highway 11 South, Marion, Smyth County, Virginia 24354	  	Rose Lawn Cemeteries LLC	
			
Roselawn Memorial Gardens	  	2880 North Franklin Street,
Christiansburg, Montgomery County, Virginia 24073	  	Loewen [Virginia] LLC	
			
Rosewood Memorial Gardens
(Rural Retreat)	  	Route 2, Rural Retreat, Wythe County, Virginia 24368	  	Loewen [Virginia] LLC	
			
Russell Memorial Cemetery	  	1010 East Main Street, Lebanon, Russell County, Virginia 24266	  	Russell Memorial Cemetery LLC	
			
Shenandoah Memorial Park	  	1270 Front Royal Pike Box 73, Winchester, Frederick County, Virginia 22602	  	Shenandoah Memorial Park LLC	
			
Sunset Memorial Gardens	  	3702 Loren Drive, Fredericksburg, Spotsylvania County, Virginia 22407	  	Sunset Memorial Gardens LLC	
			
Temple Hill Memorial Park	  	Route 3, Box 76, Castlewood, Russell County, Virginia 24224	  	Temple Hill LLC	
			
Virginia Monument Company
(adjacent to Rose Lawn Cemetery)	  	3137 Lee Highway, Marion, Smyth County, Virginia 24354	  	Rose Lawn Cemeteries LLC	
			
Virginia Memorial Park	  	11490 Forest Road, Forest, Bedford County, Virginia 24551	  	Stitham LLC	
 
Schedule 5.8(c)-11

					
Property Name	  	Address/County*	  	Property Owner	
			
 	  	WASHINGTON	  	 	
			
Oakwood Hill Cemetery and Funeral Chapel	  	5210 South Alder, Tacoma, Pierce County, Washington 98409	  	StoneMor Washington, Inc.	
			
Piper-Morley-Mellinger Funeral Chapel	  	5436 South Puget Sound Avenue, Pierce County, Tacoma, Washington 98409	  	StoneMor Washington Subsidiary LLC	
			
 	  	WEST VIRGINIA	  	 	
			
Beverly Hills Memorial Gardens	  	Route 19 South, Westover, Monongalia County, West Virginia 26505	  	Cornerstone Family Services of West Virginia LLC	
			
Clendenin Memorial Gardens	  	1313 Hillview Drive, Dunbar, Kanawha County, West Virginia 25064	  	Cornerstone Family Services of West Virginia LLC	
			
Evergreen Cemetery North	  	4800 Emerson Avenue, Parkersburg, Wood County, West Virginia 26104	  	Cornerstone Family Services of West Virginia LLC	
			
Evergreen Cemetery South	  	14 th Avenue and Beverly Street, Parkersburg, Wood County, West Virginia 26104	  	Cornerstone Family Services of West Virginia LLC	
			
Fairview Memory Gardens	  	State Street, Hamlin, Lincoln County, West Virginia 25523	  	Cornerstone Family Services of West Virginia LLC	
			
Floral Hills Garden of Memories	  	6839 Sissonville Drive, Sissonville, Kanawha County, West Virginia 25320	  	Cornerstone Family Services of West Virginia LLC	
			
Floral Hills Memorial Gardens	  	Route 1, Mt. Clare, Harrison County, West Virginia 26408	  	Cornerstone Family Services of West Virginia LLC	
			
Forest Memorial Park	  	Route 60 East, Milton, Cabell County, West Virginia 25541	  	Cornerstone Family Services of West Virginia LLC	
			
Forest Lawn Memorial Gardens and Mausoleum	  	1889 Goodwill Road, Huntington, Cabell County, West Virginia 25704	  	Cornerstone Family Services of West Virginia LLC	
			
Grandview Memorial Park and Mausoleum	  	1313 Hillview Drive, Dunbar, Kanawha County, West Virginia 25064	  	Cornerstone Family Services of West Virginia LLC	
			
Grandview Memorial Gardens	  	Route 4, Fairmont, Marion County, West Virginia 26554	  	Cornerstone Family Services of West Virginia LLC	
			
Greenbrier Burial Park	  	2000 Miller Street, Hinton, Summers County, West Virginia 25951	  	Cornerstone Family Services of West Virginia LLC	
			
Guyan Memorial Gardens	  	Old Logan Road, Godby, Logan County, West Virginia 25547	  	Cornerstone Family Services of West Virginia LLC	
 
Schedule 5.8(c)-12

					
Property Name	  	Address/County*	  	Property Owner	
			
Halcyon Hills Memorial Gardens	  	RD 3 Sherrard, Wheeling, Marshall County, West Virginia 26003	  	Cornerstone Family Services of West Virginia LLC	
			
Highland Hills Memorial Garden	  	401 Archer Road, Follansbee, Brooke County, West Virginia 26037	  	Cornerstone Family Services of West Virginia LLC	
			
Highland Memory Gardens	  	Route 119, Mitchell Heights Road, Pecks Mill, Logan County, West Virginia 25547	  	Cornerstone Family Services of West Virginia LLC	
			
Jackson County Memory Gardens	  	Route 33 West, Cottageville, Jackson County, West Virginia 25239	  	Cornerstone Family Services of West Virginia LLC	
			
Montgomery Memorial Park	  	Route 60, London, Kanawah County, West Virginia 25126	  	Cornerstone Family Services of West Virginia LLC	
			
Palm Memorial Gardens	  	Route 10 Main Street, Matheny, Wyoming County, WV 24860	  	Cornerstone Family Services of West Virginia LLC	
			
Parkview Memorial Gardens	  	Waddles Run Road, Wheeling, Ohio County, West Virginia 26003	  	Cornerstone Family Services of West Virginia LLC	
			
Pineview Cemetery	  	Route 3 East, Orgas, Boone County, West Virginia 25148	  	Cornerstone Family Services of West Virginia LLC	
			
Resthaven Memorial Park	  	1917 West Main Street, Princeton, Mercer County, West Virginia 24740	  	Cornerstone Family Services of West Virginia LLC	
			
Restlawn Memorial Gardens	  	Route 20, Bluefield, Mercer County, West Virginia 24701	  	Cornerstone Family Services of West Virginia LLC	
			
Restwood Memorial Garden	  	HC 80 Box 32-D, Madams Creek Road, Hinton, Summers County, West Virginia 25951	  	Cornerstone Family Services of West Virginia LLC	
			
Shadow Lawn Memory Gardens	  	Sixth Street, Newel, Hancock County, West Virginia 26050	  	Cornerstone Family Services of West Virginia LLC	
			
Spring Valley Memory Gardens	  	1889 Goodwill Road, Huntington, Wayne County, West Virginia 25704	  	Cornerstone Family Services of West Virginia LLC	
			
Sunset Memorial Park - South Charleston	  	4301 MacCorkle Avenue SW, South Charleston, Kanawha County, West Virginia 25309	  	Cornerstone Family Services of West Virginia LLC	
			
Sunset Memorial Park - Beckley	  	1915 Harper Road, Beckley, Raleigh County, West Virginia 25801	  	Cornerstone Family Services of West Virginia LLC	
			
Valley View Memorial Park	  	2466 Main Street, Hurricane, Putnam County, West Virginia 25526	  	Cornerstone Family Services of West Virginia LLC	
 
Schedule 5.8(c)-13

					
Property Name	  	Address/County*	  	Property Owner	
			
West Virginia Memorial Gardens	  	RR 55 Little Beaver Creek, Calvin, Nicholas County, West Virginia 26660	  	Cornerstone Family Services of West Virginia LLC	
			
White Chapel Memorial Gardens	  	US Route 60, Midland Trail, Barboursville, Cabell County, West Virginia 25504	  	Cornerstone Family Services of West Virginia LLC	
			
Woodlawn Memorial Park	  	Route 52 Bluewell, Bluefield, Mercer County, West Virginia 24701	  	Cornerstone Family Services of West Virginia LLC	
 
Schedule 5.8(c)-14

SCHEDULE 5.8(d)(i)
REAL PROPERTY UNDER WHICH A
CREDIT PARTY OR ITS SUBSIDIARIES IS A LESSOR
 
1.	Lease dated February 22, 2002, between Rittenhouse Circle Partners, L.P., as landlord, and Cornerstone Family Services, Inc., assigned to StoneMor Operating LLC, as tenant:	

Location :	  	StoneMor headquarters, 155 Rittenhouse Circle, Bristol, Bucks County, Pennsylvania 19007	
Use :	  	Office building	
Term :	  	Expires February 28, 2012	
 
2.	Agreement of Lease dated January 31, 1994, First Amendment to Office Lease dated March 26, 1999 and Second Amendment to Lease Agreement dated 2004 between Corporate Plaza Associates, L.L.C. (as successor to Metropolitan Life Insurance Company), as landlord, and Osiris Management, Inc. (as successor to Shipper Management Group), as tenant:	

Location :	  	Metropolitan Corporate Plaza, 485 Route One, Building B, Iselin, Middlesex County, New Jersey 08830	
Use :	  	2,668 square feet for general office use	
Term :	  	Expires July 31, 2009, with option of tenant to renew for five years	
 
3.	Lease Agreement dated November 2, 2000 between Howard Fine, as landlord, and Glen Haven Memorial Park, Inc., assigned to Glen Haven Memorial Park and/or StoneMor Partners L.P., as tenant: 	

Location :	  	Suites D and E, 7231 Ritchie Highway, Glen Burnie, Anne Arundel County, Maryland 21061.	
Use :	  	General office	
Term :	  	Expires January 31, 2003, renewed until January 31, 2008	
 
4.	Lease dated November 1, 1999, between BRIT Limited Partnership, as landlord, and Cornerstone Family Services, Inc., assumed by Columbia Memorial Park, as tenant:	

Location :	  	Suite 121, Building 1000, Century Plaza, 10630 Little Patuxent Parkway, Howard County, Columbia, Maryland 21044	
Use :	  	General office	
Term :	  	Expires October 31, 2000, was renewed for additional one year periods as lease provides for automatic one year renewals; current renewal expires October 31, 2007	
 
Schedule 5.8(d)(i)-1

5.	Lease dated June 2, 1999, with Storage USA, as lessor, and Cornerstone Family Services, Inc., assigned to StoneMor Partners L.P., as lessee:	

Location :	  	Storage Unit #0070, 2900 Ford Road, Bristol, Bucks County, Pennsylvania 19007	
Use :	  	Lease of a 10 by 25 foot storage unit	
Term :	  	Month to month	
 
6.	Lease dated January 26, 2000, between William B. Consolo, as landlord, and Crown Hill Cemetery Association, as tenant:	

Location :	  	2194 East Enterprise Road, Twinsburg, Summit County, Ohio 44087	
Use :	  	Office and warehouse use	
Term :	  	Three (3) years from the date which is ten days after substantial completion of the improvements (sometime in or about February 2003), renewed month to month	
 
7.	Lease Agreement dated November 22, 2002, between Roger L. DeVille, as lessor, and Cornerstone Family Services, Inc. assigned to Crown Hill Cemetery Association, as lessee:	

Location :	  	Suite 109, Village Court East 3969 Convenience Circle, N.W., Canton, Stark County, OH 44718	
Use :	  	Office Space, 3,348 Square Feet	
Term :	  	Expires December 31, 2007	
 
8.	Funeral Home Lease dated September 28, 2006, between Brown-Service Funeral Home Company, Inc., as landlord, and StoneMor Alabama Subsidiary, Inc., as tenant:	

Location :	  	Elliott Funeral Home, 15215 Court Street, Moulton, Lawrence County, Alabama 35650	
Use :	  	Lease is for the Elliott Funeral Home	
Term :	  	Ten (10) years from 9/28/2006 to 9/27/2016	
 
9.	Funeral Home Lease dated September 28, 2006, between Brown-Service Funeral Home Company, Inc., as landlord, and StoneMor Alabama Subsidiary, Inc., as tenant:	

Location :	  	Ridout’s Brown-Service Funeral Home, 711 Memorial Drive Southwest, Decatur, Morgan County, Alabama 35601	
Use :	  	Lease is for the Ridout’s Brown-Service Funeral Home	
Term :	  	Ten (10) years from 9/28/2006 to 9/27/2016	
 
10.	Funeral Home Lease dated September 28, 2006, between Uniservice Corporation, as landlord, and StoneMor Oregon Subsidiary LLC, as tenant:	

Location :	  	811 West 6 th Avenue, Sutherlin, Douglas County, Oregon 97479	
Use :	  	Lease is for the Chapel of the Firs funeral home	
Term :	  	Six (6) months from 9/28/2006, renewed month to month thereafter	
 
Schedule 5.8(d)(i)-2

11.	Funeral Home Lease dated July 31, 1990, between Richard L. Long, as landlord, and SCI West Virginia Funeral Services, Inc., assigned to Cornerstone Family Services of West Virginia Subsidiary, Inc., as tenant:	

Location :	  	Long & Fisher Funeral Home, 6837 Sissonville Drive, Sissonville, Kanawha County, West Virginia 25230	
Use :	  	Lease is for the Long & Fisher Funeral Home	
Term :	  	Five (5) year initial term, commencing 7/31/1990, with four (4) options to extend for periods of five (5) years each (expiring 7/30/2015 if all options exercised)	
 
12.	Funeral Home Lease dated July 31, 1990, between Richard L. Long, as landlord, and SCI West Virginia Funeral Services, Inc., assigned to Cornerstone Family Services of West Virginia Subsidiary, Inc., as tenant:	

Location :	  	Pryor Funeral Home, 184 Walnut Street, East Bank, Kanawha County, West Virginia 25067	
Use :	  	Lease is for the Pryor Funeral Home	
Term :	  	Five (5) year initial term, commencing 7/31/1990, with four (4) options to extend for periods of five (5) years each (expiring 7/30/2015 if all options exercised)	
 
13.	Funeral Home Lease dated July 31, 1990, between Richard L. Long, as landlord, and SCI West Virginia Funeral Services, Inc., assigned to Cornerstone Family Services of West Virginia Subsidiary, Inc., as tenant:	

Location :	  	706 Rebecca Street, Charleston, Kanawha County, West Virginia 25312	
Use :	  	Lease is for the Powell-Jarrett Funeral Home (not operated by Cornerstone Family Services of West Virginia Subsidiary, Inc. – proposed to be sub-leased to an operator)	
Term :	  	Five (5) year initial term, commencing 7/31/1990, with four (4) options to extend for periods of five (5) years each (expiring 7/30/2015 if all options exercised)	
 
Schedule 5.8(d)(i)-3

14.	Agreement made December 14, 1966, between St. Peter’s Church of South Beloit (and Catholic Diocese of Rockford) (collectively, the “Catholic Church”) and Floral Lawns, Inc., current assignees StoneMor Illinois LLC and StoneMor Illinois Subsidiary LLC (collectively, the “Cemetery”) involving approximately two acres of land owned by the Catholic Church within Floral Lawn Cemetery (acquired from Floral Lawns, Inc. to comply with ecclesiastical law requiring the Catholic Church to own the cemetery land used for Catholic burials):	

Location :	  	835 Dearborn Avenue, South Beloit, Winnebago County, Illinois 61080	
Use :	  	The Cemetery has the right sell graves in the approximately two acres of land owned by the Catholic Church; the Cemetery has responsibility for maintenance and operation of the land; and the Cemetery must pay the Catholic Church 5% of the sale price from graves and related merchandise for use in the land	
Term :	  	Perpetual	
 
15.	Lease Agreement dated June 23, 1997, between Scotsman Group, Inc., as landlord, and Grandview Cemetery, assigned to StoneMor Pennsylvania Subsidiary LLC, as lessee:	

Location :	  	Grandview Cemetery, 2735 Walbert Avenue, Allentown, Lehigh County, Pennsylvania 18104	
Use :	  	Lease of modular building used as office building	
Term :	  	Month to month	
 
16.	Lease Agreement dated June 29, 2004, between AAA Modular Buildings, as lessor and Lakeview Memory Gardens, assigned to StoneMor Alabama Subsidiary, Inc., as lessee:	

Location :	  	Lakeview Memory Gardens, 3800 North Highway 431, Phenix City, Russell County, Alabama 36867	
Use :	  	Lease of modular building used as office building at Lakeview Memory Gardens	
Term :	  	Month to month	
 
17.	Lease dated July 31, 2007, between Ethel E. Gerlach, trustee of the Ethel E. Gerlach Revocable Trust dated March 20, 1992, as landlord, and StoneMor Indiana Subsidiary LLC, as tenant:	

Location :	  	5799 Central Avenue, Portage, Porter County, Indiana 46368	
Use :	  	Residential property for use by a cemetery employee	
Term :	  	Five (5)years, commencing on August 1, 2007, and ending on July 31, 2012; tenant has an option to renew for an additional term of three (3) years	
 
Schedule 5.8(d)(i)-4

SCHEDULE 5.8(d)(ii)
REAL PROPERTY UNDER WHICH
A CREDIT PARTY OR ITS SUBSIDIARIES IS A LESSOR
 
1.	Lease Agreement dated May 25, 2000, between Bedford County Memorial Park LLC, as landlord, and Crown Atlantic Company LLC, as tenant:	

Location :	  	Mt. Royal Cemetery, 2700 Mt. Royal Road, Glenshaw, Allegheny Pennsylvania 15116	
Use :	  	Communications Cell tower	
Term :	  	Five (5) years from May 25, 2000, with four (4) automatic five (5) year extensions and one (1) 4 (four) year, 11 (eleven) month extension	
 
2.	Oral Lease between Mt. Airy Cemetery LLC, as landlord, and Michael Shane, as tenant:	

Location :	  	Mount Airy Cemetery, 2800 Old Freeport Road, Natrona Heights, Allegheny County, Pennsylvania 15065	
Use :	  	Lease of a house to Michael Shane	
Term :	  	Month to month; Michael Shane is the superintendent of the cemetery	

3.	Lease dated April 10, 2001 between CMS West LLC (Voegtly Cemetery), as landlord, and The Lamar Companies, as tenant:	

Location :	  	Voegtly Cemetery, 1955 Lowrie Street, Pittsburgh, Allegheny County, Pittsburgh, Pennsylvania 15212	
Use :	  	Right to install a Billboard at the site	
Term :	  	Five (5) years, expires March 14, 2006; automatic renewal for an additional five (5) year term, thereafter automatic year to year renewals	
 
4.	Lease dated January 1, 1996, between The Prospect Cemetery LLC, as landlord, and Matthew Outdoor Advertising Acquisition Co. L.P.:	

Location :	  	Prospect Cemetery, 501 East Prospect Street, East Stroudsburg, Monroe County, Pennsylvania 18301	
Use :	  	Right to install a Billboard at the site	
Term :	  	Five (5) year term, with automatic renewal from year to year	

5.	Agreement with Bernard Stoecklein that allows Walter Stoecklein to utilize an area of the Lakewood Memorial Park (Bedford County Memorial Park LLC) at 943 Route 10, Cheswick, Allegheny County, Pennsylvania 15024 as a pasture for his horse	
 
Schedule 5.8(d)(ii)-1

6.	License Agreement dated February 11, 2003 between PVD Acquisitions LLC, as landlord, and The Church at Waterlick, as tenant:	

Location :	  	Panorama Memorial Gardens, 4917 Strasburg Road, Strasburg, North River District, Warren County, Virginia 22630	
Use :	  	Revocable license for area approximately 200 feet by 1,227.5 feet for use for church functions.	
Term :	  	Five (5) years, expiring February 11, 2008, unless terminated sooner	
 
7.	Lease dated December 19, 2003 with Option to Purchase between Chartiers Cemetery LLC, as landlord, and Pennsylvania-American Water Company, as tenant:	

Location :	  	Chartiers Cemetery, 801 Noblestown Road, Carnegie, Allegheny County, Pittsburgh, Pennsylvania 15106	
Use :	  	Lease is for land for Tenant to construct and operate a pressure reducing valve station and a below grade meter vault (for municipal water service).	
Term :	  	Ninety-nine (99) years from January 1, 2004, to December 31, 2103, with one option to renew for ninety-nine (99) additional years, plus an option to purchase by Tenant at any time during the term	
 
8.	Funeral Home Lease between Eloise B. Kyper Funeral Home, Inc., as landlord, and Mark D. Heintzelman Funeral and Cremation Services, P.C., as tenant:	

Location :	  	1034 Benner Pike, State College, Centre County, Pennsylvania 16801	
Use :	  	Lease is for Mark D. Heintzelman Funeral Home - branch	
Term :	  	Unless earlier terminated, twenty (20) consecutive one-year terms starting on or about March 17, 2005	
 
9.	Funeral Home Lease between CMS West Subsidiary LLC, as landlord, and Haky Funeral Homes, Inc., as tenant:	

Location :	  	515 North Main Street., Masontown, Fayette County, Pennsylvania 15401	
Use :	  	Lease is for the Haky Funeral Home	
Term :	  	Unless earlier terminated, twenty (20) consecutive one-year terms starting March 29, 2006	
 
10.	Funeral Home Lease between CMS West Subsidiary LLC, as landlord, and Haky Funeral Homes, Inc., as tenant:	

Location :	  	101 N. Main Street, Allentown, Lehigh County, Pennsylvania 18036	
Use :	  	Lease is for the Norcross–Weber Funeral Home	
Term :	  	Unless earlier terminated, twenty (20) consecutive one-year terms starting March 29, 2006	
 
Schedule 5.8(d)(ii)-2

11.	Funeral Home Lease between CMS West Subsidiary LLC, as landlord, and Weber Funeral Homes, P.C., as tenant:	

Location :	  	1619 Hamilton Street, Allentown, Lehigh County, Pennsylvania 18102	
Use :	  	Lease is for the Weber Funeral Home – Hamilton branch	
Term :	  	Unless earlier terminated, twenty (20) consecutive one-year terms starting March 29, 2006	
 
12.	Funeral Home Lease between CMS West Subsidiary LLC, as landlord, and Weber Funeral Homes, P.C., as tenant:	

Location :	  	502 and 526-528 Ridge Street, Allentown, Lehigh County, Pennsylvania 18102	
Use :	  	Lease is for the Weber Funeral Home	
Term :	  	Unless earlier terminated, twenty (20) consecutive one-year terms starting March 29, 2006	
 
13.	Lease agreement dated November 1, 1997, between Oaknoll Memorial Gardens, assigned to StoneMor Georgia LLC, as landlord, and Tommy Grissof, as tenant, for mobile home site (tenant owns mobile home); oral lease for use of site while the tenant remains an employee at the cemetery	

Location :	  	Oaknoll Memorial Gardens, 2549 Shorter Avenue, Rome, Floyd County, Georgia 30165	
Use :	  	Residential	
Term :	  	While employed at Oaknoll Memorial Gardens; mobile home to be removed within 90 days after termination of a tenant’s employment at Oaknoll Memorial Gardens	
 
14.	Lease agreement dated November 1, 1997, between Oaknoll Memorial Gardens, assigned to StoneMor Georgia LLC, as landlord, and Charlie Alverson, as tenant, for mobile home site (tenant owns mobile home); oral lease for use of site while the tenant remains an employee at the cemetery	

Location :	  	Oaknoll Memorial Gardens, 2549 Shorter Avenue, Rome, Floyd County, Georgia 30165	
Use :	  	Residential	
Term :	  	While employed at Oaknoll Memorial Gardens; mobile home to be removed within 90 days after termination of a tenant’s employment at Oaknoll Memorial Gardens	
 
15.	Communications Site Lease Agreement between StoneMor Oregon LLC, as assignee of SCI Oregon Funeral Services, Inc., as lessor, and United States Cellular Operating Company of Medford, as lessee:	

Location :	  	Memory Gardens Memorial Park and Memory Gardens Mortuary, 1395 Arnold Lane, Medford, Jackson County, Oregon 97501	
Use :	  	Communications facilities	
Term :	  	Five (5) years commencing on the first to occur of the commencement of the construction of the communications facilities or 12 months after lease date; four (4) renewal periods of five (5) years each	
 
Schedule 5.8(d)(ii)-3

16.	Communications Site Lease Agreement between StoneMor Kansas LLC, as assignee of SCI Kansas Funeral Services, Inc., as lessor, and Horizon Telecommunications, Inc., as lessee:	

Location :	  	Old Mission Wichita Park Cemetery, 3424 East 21 st Street, Wichita, Sedgwick County, Kansas 67208	
Use :	  	Communications facilities	
Term :	  	Five (5) years commencing on the first to occur of the commencement of the construction of the communications facilities or 12 months after lease date; five (5) renewal periods of five (5) years each	
 
17.	Oral lease between StoneMor Washington, Inc., as assignee of SCI Washington Funeral Services, Inc., as landlord, and Brian C. Larson, as tenant, for apartment included as part of funeral director employment arrangement:	

Location :	  	Piper-Morley-Mellinger Funeral Chapel, 5436 South Puget Sound Avenue, Tacoma, Pierce County, Washington 98409	
Use :	  	Residential apartment	
Term :	  	While employed as a funeral director at Piper-Morley-Mellinger Funeral Chapel	
 
18.	Oral lease between StoneMor Washington, Inc., as assignee of SCI Washington Funeral Services, Inc., as landlord, and an individual, as tenant, for apartment and parking space:	

Location :	  	Oakwood Hill Funeral Chapel, 5210 South Alder, Tacoma, Pierce County, Washington 98409	
Use :	  	Residential apartment and parking	
Term :	  	Month to month	
 
19.	Oral lease agreement between StoneMor Oregon LLC, as assignee of SCI Oregon Funeral Services, Inc., as landlord, and Richard Allen, as tenant, to farm 23.6 acres of undeveloped cemetery land in a crop share arrangement (landlord receives 1/3 of the sale of the annual rye grass):	

Location :	  	Restlawn Memory Gardens and Mausoleum, 201 Oak Grove Road NW, Salem, Polk County, Oregon 97304	
Use :	  	Farming	
Term :	  	Farming season to season	
 
Schedule 5.8(d)(ii)-4

20.	Lease agreement effective March 1, 2005, between StoneMor Oregon LLC, as assignee of SCI Oregon Funeral Services, Inc., as landlord, and Herbert Dixon and Cheryl Dixon, as tenant, for not more than  1 / 2 acre:	

Location :	  	Restlawn Memory Gardens and Mausoleum and Restlawn Funeral Home, 201 Oak Grove Road NW, Salem, Polk County, Oregon 97304	
Use :	  	Residential use appurtenant to tenant’s residence	
Term :	  	Month to month	
 
21.	Lease agreement effective March 1, 2005, between StoneMor Oregon LLC, as assignee of SCI Oregon Funeral Services, Inc., as landlord, and Herbert Dixon and Marguerite Dixon, as tenant, for not more than  1 / 2 acre (with tenant assuming certain responsibilities to lock and unlock the mausoleum):	

Location :	  	Restlawn Memory Gardens and Mausoleum and Restlawn Funeral Home, 201 Oak Grove Road NW, Salem, Polk County, Oregon 97304	
Use :	  	Residential use appurtenant to tenant’s residence	
Term :	  	Month to month	
 
22.	Oral lease agreement between StoneMor Oregon LLC, as assignee of SCI Oregon Funeral Services, Inc., as landlord, and Straus Ranches, as tenant:	

Location :	  	Hillcrest Memorial Park, 2201 North Phoenix Road, Medford, Jackson County, Oregon 97504	
Use :	  	Grazing rights on undeveloped land	
Term :	  	Month to month	
 
23.	Lease Agreement dated March 1, 2001, between Funeral Corporation of Pennsylvania d/b/a Norcross-Weber Funeral Home, assigned to CMS West Subsidiary LLC, as landlord, and Carolyn Zabolotnyi, as tenant:	

Location :	  	Norcross – Weber Funeral Home, 101 N. Main Street, Allentown, Lehigh County, Pennsylvania 18036	
Use :	  	Lease of building	
Term :	  	Through April 30, 2007, tenant has continued in occupancy since	
 
24.	Lease Agreement dated August 1, 2004, between Weber Funeral Home, assigned to CMS West Subsidiary LLC, as landlord, and Dana Hess, as tenant:	

Location :	  	Weber Funeral Home – Hamilton, 1619 Hamilton Street, Allentown, Lehigh County, Pennsylvania 18102	
Use :	  	Second and third floor apartment for residential use	
Term :	  	Month to month	
 
Schedule 5.8(d)(ii)-5

25.	Communication Site Lease Agreement dated October 18, 2004, between SCI Pennsylvania Funeral Services, Inc., d/b/a Grandview Cemetery, assigned to StoneMor Pennsylvania LLC, as landlord, and Allentown SMSA Limited Partnership d/b/a Verizon Wireless, as tenant:	

Location :	  	Grandview Cemetery, 2735 Walbert Avenue, Allentown, Lehigh County, Pennsylvania 18104	
Use :	  	Cell phone tower	
Term :	  	Five (5) years; Lessee can extend for four (4) additional five (5) year terms	
 
26.	Oral lease agreement between StoneMor Pennsylvania LLC, as landlord, and a farmer, as tenant, for 8-9 acres at LaFayette Memorial Park, for a rental of $25 per year:	

Location :	  	LaFayette Memorial Park, 132 Twin Hills Road, Brier Hill, Fayette County, Pennsylvania 15401	
Use :	  	Farming	
Term :	  	Farming season to season	
 
27.	Lease dated March 3, 1994, between Calumet Gary Cemetery Association, Inc., assigned to StoneMor Indiana LLC, as lessor, and Whiteco Metrocom, division of Whiteco Industries, Inc., as lessee:	

Location :	  	Calvary Cemetery, 2701 Willowdale Road, Portage, Porter County, Indiana 46368; three sites of approximately 300 square feet each, adjacent to Central Avenue, referred to as the southside of Central Avenue, east of Swanson	
Use :	  	Right to install 3 outdoor advertising sign structures, each approximately 20 feet long.	
Term :	  	Ten (10)years, initially expiring March 3, 2004; right of lessee to renew for two (2) additional ten (10) year terms	
 
Schedule 5.8(d)(ii)-6

SCHEDULE 5.8(e)
EXISTING INVESTMENTS

Issuing Entity	  	Principal Amount of
Certificates of
Interest, Debt or
Indebtedness Issued	  	Holder of Certificates
Outstanding	
Bethel Cemetery Association (a New Jersey non-profit corporation)	  	$	240,556.34	  	Arlington Development Company	
Beth Israel Cemetery Association of Woodbridge, New Jersey (a New Jersey non-profit corporation)	  	$	22,510,730.00	  	StoneMor Operating LLC	
Clover Leaf Park Cemetery Association (a New Jersey non-profit corporation)	  	$	325,625.00	  	StoneMor Operating LLC	
Locustwood Cemetery Association (a New Jersey non-profit corporation)	  	$	2,060,000.00	  	StoneMor Operating LLC	
 
Schedule 5.8(e)-1

SCHEDULE 5.9
ENVIRONMENTAL COMPLIANCE
None.
 
Schedule 5.9-1

SCHEDULE 5.12(d)
MULTIEMPLOYER PLANS
This Schedule 5.12(d) sets forth the Plans that are Multiemployer Plans, the total number of employees of any Borrower or ERISA Affiliate who are participants in each such Multiemployer Plan and the total number of participants in each such Multiemployer Plan.

Name of Plan	  	Number of employees of any
Borrower or ERISA Affiliate
who are Participants	  	Total Number of
Participants	 	
Laborers District Council of Western PA Pension Fund	  	21	  	13,454 	1 	
Pension Plan of Local 102	  	8	  	691 	2 	
SEIU National Industry Pension Fund	  	3	  	96,427 	3 	

1 	Per Line 7(f) of the publicly available IRS Form 5500 for the Plan Year ended December 31, 2005.	
 
2 	Per Line 7(f) of the publicly available IRS Form 5500 for the Plan Year ended March 31, 2006.	
 
3 	Per Line 7(f) of the publicly available IRS Form 5500 for the Plan Year ended December 31, 2005.	
 
Schedule 5.12(d)-1

SCHEDULE 5.13(a)
SCHEDULE 5.13(c)
SUBSIDIARIES OF THE CREDIT PARTIES
OWNERSHIP OF SUBSIDIARY EQUITY INTERESTS
ORGANIZATION OF CREDIT PARTIES
OWNERSHIP OF ISSUER EQUITY INTERESTS
EIN = United States Taxpayer Identification Number
For subsidiary entities which operate at multiple locations, one of
those locations is designated below as a principal place of  business.
ALABAMA (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
StoneMor Alabama LLC	  	2209 East Broad Street
Gadsden, AL 35903	  	72-1602507	  	StoneMor Operating LLC, 100 membership units, 100%	
				
StoneMor Alabama Subsidiary, Inc.	  	2209 East Broad Street
Gadsden, AL 35903	  	72-1602509	  	StoneMor Alabama LLC, 200 shares common stock, 100%	
				
The Valhalla Cemetery Company LLC	  	5317 Bessemer Highway Birmingham, AL 35228	  	63-0216030	  	StoneMor Operating LLC, 100 membership units, 100%	
				
The Valhalla Cemetery Subsidiary Corporation	  	5317 Bessemer Highway Birmingham, AL 35228	  	20-1027540	  	The Valhalla Cemetery Company LLC, 200 shares common stock, 100%	
 
Schedule 5.13(a) and (c)-1

COLORADO (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
StoneMor Colorado LLC	  	2970 North Avenue
Grand Junction, CO 81504	  	61-1498146	  	StoneMor Operating LLC, 100 membership units, 100%	
				
StoneMor Colorado Subsidiary LLC	  	2970 North Avenue
Grand Junction, CO 81504	  	61-1498142	  	Cornerstone Family Services of West Virginia Subsidiary, Inc., 100 membership units, 100%	
CONNECTICUT (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Willowbrook Management Corp.	  	155 Rittenhouse Circle
Bristol, PA 19007	  	22-2598658	  	Laurelwood Holding Company, 1,000 shares common stock, 100%	
DELAWARE (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Cemetery Management Services, L.L.C.	  	155 Rittenhouse Circle
Bristol, PA 19007	  	26-0047038	  	Henlopen Memorial Park Subsidiary, Inc., 100 membership units, 100%	
				
Cemetery Management Services of Mid-Atlantic States, L.L.C.	  	155 Rittenhouse Circle
Bristol, PA 19007	  	55-0789275	  	Cemetery Management Services, L.L.C., 1 membership unit, 100%	
				
Cemetery Management Services of Ohio, L.L.C.	  	8730 Darrow Road
Twinsburg, OH 44087	  	30-0024384	  	Cemetery Management Services, L.L.C., 1 membership unit, 100%	
				
Cemetery Management Services of Pennsylvania, L.L.C.	  	155 Rittenhouse Circle
Bristol, PA 19007	  	26-0046991	  	Cemetery Management Services, L.L.C., 1 membership unit, 100%	
				
Cornerstone Family Insurance Services, Inc.	  	155 Rittenhouse Circle
Bristol, PA 19007	  	23-3091746	  	Henlopen Memorial Park Subsidiary, Inc., 100 shares common stock, 100%	
 
Schedule 5.13(a) and (c)-2

							
Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Cornerstone Funeral and Cremation Services LLC	  	8592 Darrow Road
Twinsburg, OH 44087	  	56-2287191	  	Henlopen Memorial Park Subsidiary, Inc., 100 membership units, 100%	
				
Glen Haven Memorial Park LLC	  	7215 Ritchie Highway
Glen Burnie, MD 21061	  	76-0763757	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Henlopen Memorial Park LLC	  	RD 1 226A,
Milton, DE 19968	  	51-0101683	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Henlopen Memorial Park Subsidiary, Inc.	  	RD 1 226A,
Milton, DE 19968	  	20-1618002	  	Cornerstone Family Services of West Virginia Subsidiary, Inc., 200 shares common stock, 100%	
				
Lorraine Park Cemetery LLC	  	5608 Dogwood Road
Baltimore, MD 21207	  	76-0763744	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Osiris Holding Finance Company	  	155 Rittenhouse Circle
Bristol, PA 19007	  	23-2653124	  	Henlopen Memorial Park Subsidiary, Inc., 100 shares common stock, 100%	
				
Osiris Holding of Maryland LLC	  	4111 Pennsylvania Avenue,
Suitland, MD 20746	  	23-2648923	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Perpetual Gardens.Com, Inc.	  	155 Rittenhouse Circle
Bristol, PA 19007	  	23-3090963	  	Henlopen Memorial Park Subsidiary, Inc., 100 shares common stock, 100%	
				
StoneMor GP LLC	  	155 Rittenhouse Circle
Bristol, PA 19007	  	80-0103152	  	Not applicable	
				
StoneMor Operating LLC	  	155 Rittenhouse Circle
Bristol, PA 19007	  	90-0182025	  	StoneMor Partners L.P., 1,000 membership units, 100%	
				
StoneMor Partners L.P.	  	155 Rittenhouse Circle
Bristol, PA 19007	  	80-0103159	  	StoneMor GP LLC, sole general partner	
				
WNCI LLC	  	4101 Suitland Road
Suitland Maryland 20746	  	76-0763751	  	StoneMor Operating LLC, 100 membership units, 100%	
 
Schedule 5.13(a) and (c)-3

GEORGIA (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Lakewood Memory Gardens South LLC	  	325 Greens Lake Road
Rossville, GA 30741	  	58-2590484	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Lakewood Memory Gardens South Subsidiary, Inc.	  	325 Greens Lake Road
Rossville, GA 30741	  	20-1633468	  	Lakewood Memory Gardens South LLC, 200 shares common stock, 100%	
				
StoneMor Georgia LLC	  	2549 Shorter Avenue
Rome, GA 30165	  	51-0548419	  	StoneMor Operating LLC, 100 membership units, 100%	
				
StoneMor Georgia Subsidiary, Inc.	  	2549 Shorter Avenue
Rome, GA 30165	  	51-0548421	  	StoneMor Georgia LLC, 200 shares common stock, 100%	
ILLINOIS (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
StoneMor Illinois LLC	  	11875 Archer Avenue
Lemont, IL 60439	  	86-1170642	  	StoneMor Operating LLC, 100 membership units, 100%	
				
StoneMor Illinois Subsidiary LLC	  	11875 Archer Avenue
Lemont, IL 60439	  	86-1170645	  	Cornerstone Family Services of West Virginia Subsidiary, Inc., 100 membership units, 100%	
INDIANA (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
StoneMor Indiana LLC	  	2701 Willowdale Road
Portage, IN 46368	  	56-2661323	  	StoneMor Operating LLC, 100 membership units, 100%	
				
StoneMor Indiana Subsidiary LLC	  	2701 Willowdale Road
Portage, IN 46368	  	56-2661326	  	Cornerstone Family Services of West Virginia Subsidiary, Inc., 100 membership units, 100%	
 
Schedule 5.13(a) and (c)-4

KANSAS (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
StoneMor Kansas LLC	  	3424 East 21 st Street
Wichita, KS 67208	  	61-1498141	  	StoneMor Operating LLC, 100 membership units, 100%	
				
StoneMor Kansas Subsidiary LLC	  	3424 East 21 st Street
Wichita, KS 67208	  	61-1498138	  	Cornerstone Family Services of West Virginia Subsidiary, Inc., 100 membership units, 100%	
KENTUCKY (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
StoneMor Kentucky LLC	  	279 Landis Lane
Mount Washington, KY 40047	  	38-3732170	  	StoneMor Operating LLC, 100 membership units, 100%	
				
StoneMor Kentucky Subsidiary LLC	  	279 Landis Lane
Mount Washington, KY 40047	  	61-1498118	  	Cornerstone Family Services of West Virginia Subsidiary, Inc., 100 membership units, 100%	
 
Schedule 5.13(a) and (c)-5

MARYLAND (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Cedar Hill Funeral Home, Inc.	  	4111 Pennsylvania Avenue Suitland, MD 20746	  	52-0497840	  	Sunset Memorial Park Subsidiary, Inc., 100 shares common stock, 100%	
				
Columbia Memorial Park LLC	  	12005 Clarksville Pike, Route 108
Clarksville, MD 21029	  	76-0763759	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Columbia Memorial Park Subsidiary, Inc.	  	12005 Clarksville Pike, Route 108
Clarksville, MD 21029	  	20-0872737	  	Columbia Memorial Park LLC, 200 shares common stock, 100%	
				
Glen Haven Memorial Park Subsidiary, Inc.	  	7215 Ritchie Highway
Glen Burnie, MD 21061	  	20-0872664	  	Glen Haven Memorial Park LLC, 200 shares common stock, 100%	
				
Lorraine Park Cemetery Subsidiary, Inc.	  	5608 Dogwood Road
Baltimore, MD 21207	  	20-0872318	  	Lorraine Park Cemetery LLC, 200 shares common stock, 100%	
				
Modern Park Development LLC	  	10901 Mason Road NE Cumberland, MD 21502	  	30-0263781	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Modern Park Development Subsidiary, Inc.	  	10901 Mason Road NE Cumberland, MD 21502	  	20-0872273	  	Modern Park Development LLC, 200 shares common stock, 100%	
				
Osiris Holding of Maryland Subsidiary, Inc.	  	4111 Pennsylvania Avenue Suitland, MD 20746	  	20-0872608	  	Osiris Holding of Maryland LLC, 200 shares common stock, 100%	
				
Springhill Memory Gardens LLC	  	US Highway 50, Marker 106 Hebron, MD 21830	  	76-0763746	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Springhill Memory Gardens Subsidiary, Inc.	  	US Highway 50, Marker 106 Hebron, MD 21830	  	20-0872387	  	Springhill Memory Gardens LLC, 200 shares common stock, 100%	
				
Sunset Memorial Park LLC	  	13800 North East Bedford Road
Cumberland, MD 21502	  	76-0763755	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Sunset Memorial Park Subsidiary, Inc.	  	13800 North East Bedford Road
Cumberland, MD 21502	  	20-0872559	  	Sunset Memorial Park LLC, 200 shares common stock, 100%	
				
Wicomico Memorial Parks LLC	  	721 Snow Hill Road
Salisbury, MD 21801	  	76-0763753	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Wicomico Memorial Parks Subsidiary, Inc.	  	721 Snow Hill Road
Salisbury, MD 21801	  	20-0872493	  	Wicomico Memorial Parks LLC, 200 shares common stock, 100%	
				
W N C Subsidiary, Inc.	  	4101 Suitland Road
Suitland Maryland 20746	  	20-0872430	  	WNCI LLC, 200 shares common stock, 100%	
 
Schedule 5.13(a) and (c)-6

MICHIGAN (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
StoneMor Michigan LLC	  	2215 West Cass Avenue Road
Bay City, MI 48708	  	36-4584459	  	StoneMor Operating LLC, 100 membership units, 100%	
				
StoneMor Michigan Subsidiary LLC	  	2215 West Cass Avenue Road
Bay City, MI 48708	  	37-1520064	  	Cornerstone Family Services of West Virginia Subsidiary, Inc., 100 membership units, 100%	
MISSOURI (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
StoneMor Missouri LLC	  	6901 Troost Avenue
Kansas City, MO 64131	  	61-1498134	  	StoneMor Operating LLC, 100 membership units, 100%	
				
StoneMor Missouri Subsidiary LLC	  	6901 Troost Avenue
Kansas City, MO 64131	  	61-1498131	  	Cornerstone Family Services of West Virginia Subsidiary, Inc., 100 membership units, 100%	
 
Schedule 5.13(a) and (c)-7

NEW JERSEY (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Arlington Development Company	  	1620 Cove Road
Pennsauken, NJ 08110	  	21-0396590	  	Cornerstone Family Services of New Jersey, Inc., 100 shares common stock, 100%	
				
Bethel Cemetery Association	  	1620 Cove Road
Pennsauken, NJ 08110	  	21-0406840	  	Owners of interment space have one vote for each grave, crypt and niche owned, and an owner of a certificate of indebtedness or interest has one vote for each $250 of the principal face amount of the certificate, whenever voting by members is required or permitted. Arlington Development Company owns a certificate of interest in the principal face amount of $240,556.34.	
				
Beth Israel Cemetery Association of Woodbridge, New Jersey	  	U.S. Highway 1 South
Woodbridge, NJ 07095	  	22-0771100	  	Owners of interment space have one vote for each grave, crypt and niche owned, and an owner of a certificate of indebtedness or interest has one vote for each $250 of the principal face amount of the certificate, whenever voting by members is required or permitted. StoneMor Operating LLC owns a certificate of indebtedness in the principal face amount of $22,510,730.00.	
 
Schedule 5.13(a) and (c)-8

							
Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Clover Leaf Park Cemetery Association	  	U.S. Highway 1 and U.S. Highway 35
Woodbridge, NJ 07095	  	22-0827940	  	Owners of interment space have one vote for each grave, crypt and niche owned, and an owner of a certificate of indebtedness or interest has one vote for each $250 of the principal face amount of the certificate, whenever voting by members is required or permitted. StoneMor Operating LLC owns a certificate of indebtedness in the principal face amount of $325,625.00.	
				
Cornerstone Family Services of New Jersey, Inc.	  	155 Rittenhouse Circle
Bristol, PA 19007	  	20-1633476	  	StoneMor Operating LLC, 200 shares common stock, 100%	
				
Legacy Estates, Inc.	  	155 Rittenhouse Circle
Bristol, PA 19007	  	23-3092731	  	Cornerstone Family Services of New Jersey, Inc., 10 shares common stock, 100%	
				
Locustwood Cemetery Association	  	1550 Marlton Pike (Route 70) West
Cherry Hill, NJ 08002	  	21-0501600	  	Owners of interment space have one vote for each grave, crypt and niche owned, and an owner of a certificate of indebtedness or interest has one vote for each $250 of the principal face amount of the certificate, whenever voting by members is required or permitted. StoneMor Operating LLC owns a certificate of indebtedness in the principal face amount of $2,060,000.00.	
 
Schedule 5.13(a) and (c)-9

							
Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Osiris Management, Inc.	  	485 Route 1 South
Iselin, NJ 08830	  	22-3278549	  	Cornerstone Family Services of West Virginia Subsidiary, Inc., 200 shares common stock, 100%	
NEW YORK (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Osiris Telemarketing Corp.	  	155 Rittenhouse Circle
Bristol, PA 19007	  	23-3482788	  	Cornerstone Family Services of West Virginia Subsidiary, Inc., 100 shares common stock, 100%	
NORTH CAROLINA (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
StoneMor North Carolina LLC	  	4039 South Church Street Burlington, NC 27215	  	51-0548425	  	StoneMor Operating LLC, 100 membership units, 100%	
				
StoneMor North Carolina Funeral Services, Inc.	  	155 Rittenhouse Circle
Bristol, PA 19007	  	20-3214220	  	Cornerstone Family Services of West Virginia Subsidiary, Inc., 200 shares common stock, 100%	
				
StoneMor North Carolina Subsidiary LLC	  	4039 South Church Street Burlington, NC 27215	  	54-2177480	  	Cornerstone Family Services of West Virginia Subsidiary, Inc., 100 membership units, 100%	
 
Schedule 5.13(a) and (c)-10

OHIO (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Butler County Memorial Park LLC	  	4570 Trenton-Oxford Road
Hamilton, OH 45011	  	77-0640604	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Butler County Memorial Park Subsidiary, Inc.	  	4570 Trenton-Oxford Road
Hamilton, OH 45011	  	20-1002754	  	Butler County Memorial Park LLC, 200 shares common stock, 100%	
				
Crown Hill Cemetery Association	  	8730 Darrow Road
Twinsburg, OH 44087	  	34-0170388	  	The governing board of members has voting rights. Vacancies on the board are filled by vote of the remaining members.	
OREGON (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
StoneMor Oregon LLC	  	2201 North Phoenix Road
Medford, OR 97504	  	61-1498130	  	StoneMor Operating LLC, 100 membership units, 100%	
				
StoneMor Oregon Subsidiary LLC	  	2201 North Phoenix Road
Medford, OR 97504	  	61-1498125	  	Cornerstone Family Services of West Virginia Subsidiary, Inc., 100 membership units, 100%	
 
Schedule 5.13(a) and (c)-11

PENNSYLVANIA (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Bedford County Memorial Park LLC	  	2700 Mount Royal Boulevard
Glenshaw, PA 15116	  	55-0878592	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Bedford County Memorial Park Subsidiary LLC	  	2700 Mount Royal Boulevard
Glenshaw, PA 15116	  	51-0518655	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Blue Ridge Memorial Gardens LLC	  	6701 Jonestown Road
Harrisburg, PA 17112	  	55-0878644	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Blue Ridge Memorial Gardens Subsidiary LLC	  	6701 Jonestown Road
Harrisburg, PA 17112	  	51-0518646	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Chartiers Cemetery LLC	  	801 Noblestown Road
Carnegie, PA 15106	  	55-0878666	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Chartiers Cemetery Subsidiary LLC	  	801 Noblestown Road
Carnegie, PA 15106	  	51-0518671	  	Laurelwood Holding Company, 100 membership units, 100%	
				
CMS West LLC	  	1955 Lowrie Street
Pittsburgh, PA 15212	  	55-0878663	  	StoneMor Operating LLC, 100 membership units, 100%	
				
CMS West Subsidiary LLC	  	1955 Lowrie Street
Pittsburgh, PA 15212	  	51-0518668	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Eloise B. Kyper Funeral Home, Inc.	  	1034 Benner Pike
State College, PA 16801	  	25-1646241	  	CMS West Subsidiary LLC, 600 shares common stock, 100%	
				
Green Lawn Memorial Park LLC	  	Junction of Route 15 and 54
Montgomery, PA 17752	  	55-0878616	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Green Lawn Memorial Park Subsidiary LLC	  	Junction of Route 15 and 54
Montgomery, PA 17752	  	51-0518632	  	Laurelwood Holding Company, 100 membership units, 100%	
				
J.V. Walker LLC	  	428 Nutt Road
Phoenixville, PA 19460	  	55-0878634	  	StoneMor Operating LLC, 100 membership units, 100%	
				
J.V. Walker Subsidiary LLC	  	428 Nutt Road
Phoenixville, PA 19460	  	51-0518627	  	Laurelwood Holding Company, 100 membership units, 100%	
 
Schedule 5.13(a) and (c)-12

							
Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Juniata Memorial Park LLC	  	9010 US Highway 577 South
Lewistown, PA 17044	  	55-0878631	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Juniata Memorial Park Subsidiary LLC	  	9010 US Highway 577 South
Lewistown, PA 17044	  	51-0518623	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Laurelwood Cemetery LLC	  	901 Bryant Street
Stroudsburg, PA 18360	  	01-0861522	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Laurelwood Cemetery Subsidiary LLC	  	155 Rittenhouse Circle
Bristol, PA 19007	  	26-0388578	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Laurelwood Holding Company	  	155 Rittenhouse Circle
Bristol, PA 19007	  	23-2952494	  	StoneMor Operating LLC, 100 shares common stock, 100%	
				
Melrose Land LLC	  	1851 Linden Street
Bethlehem, PA 18017	  	55-0878598	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Melrose Land Subsidiary LLC	  	1851 Linden Street
Bethlehem, PA 18017	  	51-0518607	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Morris Cemetery Perpetual Care Company	  	155 Rittenhouse Circle
Bristol, PA 19007	  	56-2306497	  	StoneMor Operating LLC, 100 shares common stock, 100%	
				
Mount Lebanon Cemetery LLC	  	509 Washington Road
Pittsburgh, PA 15228	  	55-0878643	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Mount Lebanon Cemetery Subsidiary LLC	  	509 Washington Road
Pittsburgh, PA 15228	  	51-0518677	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Mt. Airy Cemetery LLC	  	3012 Old Freeport Road
Natrona Heights, PA 15065	  	01-0861524	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Mt. Airy Cemetery Subsidiary LLC	  	155 Rittenhouse Circle
Bristol, PA 19007	  	51-0158677	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Osiris Holding of Pennsylvania LLC	  	1921 Ritner Highway
Carlisle, PA 17013	  	55-0878660	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Osiris Holding of Pennsylvania Subsidiary LLC	  	1921 Ritner Highway
Carlisle, PA 17013	  	51-0518664	  	Laurelwood Holding Company, 100 membership units, 100%	
 
Schedule 5.13(a) and (c)-13

							
Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Subsidiary LLC	  	Carlisle, PA 17013	  		  	100 membership units, 100%	
				
Prospect Hill Cemetery LLC	  	4855 Londonderry Road
Harrisburg, PA 17113	  	55-0878647	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Prospect Hill Cemetery Subsidiary LLC	  	4855 Londonderry Road
Harrisburg, PA 17113	  	51-0518682	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Riverside Cemetery LLC	  	200 South Montgomery Avenue
Norristown, PA 19403	  	55-0878651	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Riverside Cemetery Subsidiary LLC	  	200 South Montgomery Avenue
Norristown, PA 19403	  	51-0518652	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Riverview Memorial Gardens LLC	  	3776 Peters Mountain Road
Halifax, PA 17032	  	55-0878633	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Riverview Memorial Gardens Subsidiary LLC	  	3776 Peters Mountain Road
Halifax, PA 17032	  	51-0518625	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Rolling Green Memorial Park LLC	  	Route 3 at Route 202 Bypass
West Chester, PA 19382	  	55-0878637	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Rolling Green Memorial Park Subsidiary LLC	  	Route 3 at Route 202 Bypass
West Chester, PA 19382	  	51-0518638	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Stephen R. Haky Funeral Home, Inc.	  	603 & 609 North Gallatin Avenue Uniontown, PA 15401	  	23-0899160	  	CMS West Subsidiary LLC, 101 shares common stock, 100%	
				
StoneMor Pennsylvania LLC	  	1700 Airport Road
Allentown, PA 18103	  	54-2177478	  	StoneMor Operating LLC, 100 membership units, 100%	
				
StoneMor Pennsylvania Subsidiary LLC	  	1700 Airport Road
Allentown, PA 18103	  	54-2177483	  	Cornerstone Family Services of West Virginia Subsidiary, Inc., 100 membership units, 100%	
 
Schedule 5.13(a) and (c)-14

							
Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
The Coraopolis Cemetery LLC	  	Main & Woodlawn Road
Coraopolis, PA 15108	  	01-0861526	  	Laurelwood Holding Company, 100 membership units, 100%	
				
The Coraopolis Cemetery Subsidiary LLC	  	155 Rittenhouse Circle
Bristol, PA 19007	  	26-0388728	  	StoneMor Operating LLC, 100 membership units, 100%	
				
The Prospect Cemetery LLC	  	501 Prospect Street
East Stroudsburg, PA 18301	  	55-0878646	  	StoneMor Operating LLC, 100 membership units, 100%	
				
The Prospect Cemetery Subsidiary LLC	  	501 Prospect Street
East Stroudsburg, PA 18301	  	51-0518680	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Tioga County Memorial Gardens LLC	  	Box 82A
Trout Run, PA 17771	  	55-0878629	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Tioga County Memorial Gardens Subsidiary LLC	  	Box 82A
Trout Run, PA 17771	  	51-0518620	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Tri-County Memorial Gardens LLC	  	740 Wyndamere Road
Lewisberry, PA 17339	  	55-0878659	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Tri-County Memorial Gardens Subsidiary LLC	  	740 Wyndamere Road
Lewisberry, PA 17339	  	51-0518662	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Twin Hills Memorial Park and Mausoleum LLC	  	3332 Lycoming Mall Drive
Muncy, PA 17756	  	55-0878668	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Twin Hills Memorial Park and Mausoleum Subsidiary LLC	  	3332 Lycoming Mall Drive
Muncy, PA 17756	  	51-0518673	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Westminster Cemetery LLC	  	1159 Newville Road
Carlisle, PA 17013	  	55-0878655	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Westminster Cemetery Subsidiary LLC	  	1159 Newville Road
Carlisle, PA 17013	  	51-0518660	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Woodlawn Memorial Gardens LLC	  	4855 Londonderry Road
Harrisburg, PA 17113	  	55-0878618	  	StoneMor Operating LLC, 100 membership units, 100%	
 
Schedule 5.13(a) and (c)-15

							
Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Woodlawn Memorial Gardens Subsidiary LLC	  	4855 Londonderry Road
Harrisburg, PA 17113	  	51-0518617	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Woodlawn Memorial Park LLC	  	1500 Airport Road
Allentown, PA 18103	  	01-0861517	  	Laurelwood Holding Company, 100 membership units, 100%	
				
Woodlawn Memorial Park Subsidiary LLC	  	155 Rittenhouse Circle
Bristol, PA 19007	  	26-0401167	  	StoneMor Operating LLC, 100 membership units, 100%	
RHODE ISLAND (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Osiris Holding of Rhode Island LLC	  	123 Howland Avenue
Middletown, RI 02840	  	55-0883441	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Osiris Holding of Rhode Island Subsidiary, Inc.	  	123 Howland Avenue,
Middletown, RI 02840	  	20-1614798	  	Osiris Holding of Rhode Island LLC, 200 shares common stock, 100%	
TENNESSEE (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Lakewood/Hamilton Cemetery LLC	  	4621 Shallowford Road, Chattanooga, TN 37411	  	62-1840058	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Lakewood/Hamilton Cemetery Subsidiary, Inc.	  	4621 Shallowford Road, Chattanooga, TN 37411	  	20-1614748	  	Lakewood/Hamilton Cemetery LLC, 200 shares common stock, 100%	
 
Schedule 5.13(a) and (c)-16

VIRGINIA (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Alleghany Memorial Park LLC	  	7008 Winterberry Road
Covington, VA 24426	  	54-1005829	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Alleghany Memorial Park Subsidiary, Inc.	  	7008 Winterberry Road
Covington, VA 24426	  	20-0731317	  	Alleghany Memorial Park LLC, 200 shares common stock, 100%	
				
Altavista Memorial Park LLC	  	Route 29 North
Altavista, VA 24517	  	54-1796637	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Altavista Memorial Park Subsidiary, Inc.	  	Route 29 North
Altavista, VA 24517	  	20-0149966	  	Altavista Memorial Park LLC, 200 shares common stock, 100%	
				
Augusta Memorial Park Perpetual Care Company	  	155 Rittenhouse Circle
Bristol, PA 19007	  	57-1142047	  	StoneMor Operating LLC, 100 shares common stock, 100%	
				
Birchlawn Burial Park LLC	  	US Route 460 East
Pearisburg, VA 24134	  	54-0141255	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Birchlawn Burial Park Subsidiary, Inc.	  	US Route 460 East
Pearisburg, VA 24134	  	20-0750450	  	Birchlawn Burial Park LLC, 200 shares common stock, 100%	
				
Cemetery Investments LLC	  	1101 Campostella Road
Chesapeake, VA 23320	  	54-1504298	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Cemetery Investments Subsidiary, Inc.	  	1101 Campostella Road
Chesapeake, VA 23320	  	20-0750481	  	Cemetery Investments LLC, 200 shares common stock, 100%	
				
Covenant Acquisition LLC	  	Route 360 East
Callao, VA 22435	  	54-1901020	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Covenant Acquisition Subsidiary, Inc.	  	Route 360 East
Callao, VA 22435	  	20-0750502	  	Covenant Acquisition LLC, 200 shares common stock, 100%	
				
Henry Memorial Park LLC	  	8443 North Virginia Avenue
Bassett, VA 24055	  	54-1796636	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Henry Memorial Park Subsidiary, Inc.	  	8443 North Virginia Avenue
Bassett, VA 24055	  	20-0750551	  	Henry Memorial Park LLC, 200 shares common stock, 100%	
 
Schedule 5.13(a) and (c)-17

							
Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
KIRIS LLC	  	1921 Shutterlee Mill Road
Staunton, VA 24401	  	54-1339659	  	StoneMor Operating LLC, 100 membership units, 100%	
				
KIRIS Subsidiary, Inc.	  	155 Rittenhouse Circle
Bristol, PA 19007	  	26-0388858	  	StoneMor Operating LLC, 200 shares common stock, 100%	
				
Laurel Hill Memorial Park LLC	  	10127 Plank Road
Spotsylvania, VA 22553	  	54-1437357	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Laurel Hill Memorial Park Subsidiary, Inc.	  	10127 Plank Road
Spotsylvania, VA 22553	  	20-0731545	  	Laurel Hill Memorial Park LLC, 200 shares common stock, 100%	
				
Loewen [Virginia] LLC	  	5650 Powell Valley Road
Big Stone Gap, VA 24219	  	54-0630417	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Loewen [Virginia] Subsidiary, Inc.	  	5650 Powell Valley Road
Big Stone Gap, VA 24219	  	20-0770030	  	Loewen [Virginia] LLC, 200 shares common stock, 100%	
				
Oak Hill Cemetery LLC	  	1902 Plank Road
Fredericksburg, VA 22401	  	54-1437357	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Oak Hill Cemetery Subsidiary, Inc.	  	1902 Plank Road
Fredericksburg, VA 22401	  	20-0731513	  	Oak Hill Cemetery LLC, 200 shares common stock, 100%	
				
PVD Acquisitions LLC	  	4160 Rixeyville Road
Jefffersonton, VA 22724	  	54-1812287	  	StoneMor Operating LLC, 100 membership units, 100%	
				
PVD Acquisitions Subsidiary, Inc.	  	4160 Rixeyville Road
Jefffersonton, VA 22724	  	20-0731446	  	PVD Acquisitions LLC, 200 shares common stock, 100%	
				
Rockbridge Memorial Gardens LLC	  	Route 60 East
Lexington, VA 24450	  	54-1804348	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Rockbridge Memorial Gardens Subsidiary Company	  	Route 60 East
Lexington, VA 24450	  	20-0769959	  	Rockbridge Memorial Gardens LLC, 200 shares common stock, 100%	
				
Rose Lawn Cemeteries LLC	  	10069 Crescent Road
Glade Spring, VA 24340	  	54-0458328	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Rose Lawn Cemeteries Subsidiary, Incorporated	  	10069 Crescent Road
Glade Spring, VA 24340	  	20-0750570	  	Rose Lawn Cemeteries LLC, 200 shares common stock, 100%	
				
Roselawn Development LLC	  	103 Clearview Drive
Martinsville, VA 24114	  	54-0363753	  	StoneMor Operating LLC, 100 membership units, 100%	
 
Schedule 5.13(a) and (c)-18

							
Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Roselawn Development Subsidiary Corporation	  	103 Clearview Drive
Martinsville, VA 24114	  	20-0750525	  	Roselawn Development LLC, 200 shares common stock, 100%	
				
Russell Memorial Cemetery LLC	  	1010 East Main Street
Lebanon, VA 24266	  	54-0801067	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Russell Memorial Cemetery Subsidiary, Inc.	  	1010 East Main Street
Lebanon, VA 24266	  	20-0769928	  	Russell Memorial Cemetery LLC, 200 shares common stock, 100%	
				
Shenandoah Memorial Park LLC	  	1270 Front Royal Pike Box 73
Winchester, VA 22602	  	54-0619588	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Shenandoah Memorial Park Subsidiary, Inc.	  	1270 Front Royal Pike Box 73
Winchester, VA 22602	  	20-0749844	  	Shenandoah Memorial Park LLC, 200 shares common stock, 100%	
				
Southern Memorial Sales LLC	  	1921 Shutterlee Mill Road
Staunton, VA 24401	  	54-1166384	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Southern Memorial Sales Subsidiary, Inc.	  	1921 Shutterlee Mill Road
Staunton, VA 24401	  	20-0731388	  	Southern Memorial Sales LLC, 200 shares common stock, 100%	
				
Star City Memorial Sales LLC	  	3650 Cloverdale Road
Roanoke, VA 24019	  	54-1188378	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Star City Memorial Sales Subsidiary, Inc.	  	3650 Cloverdale Road
Roanoke, VA 24019	  	20-0749800	  	Star City Memorial Sales LLC, 200 shares common stock, 100%	
				
Stitham LLC	  	Highway 29 South
Amherst, VA 24521	  	52-1522627	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Stitham Subsidiary, Incorporated	  	Highway 29 South
Amherst, VA 24521	  	20-0770001	  	Stitham LLC, 200 shares common stock, 100%	
				
Sunset Memorial Gardens LLC	  	3702 Loren Drive
Fredericksburg, VA 22407	  	35-1649893	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Sunset Memorial Gardens Subsidiary, Inc.	  	3702 Loren Drive
Fredericksburg, VA 22407	  	20-0749913	  	Sunset Memorial Gardens LLC, 200 shares common stock, 100%	
				
Temple Hill LLC	  	Route 3, Box 76
Castlewood, VA 24224	  	54-1036810	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Temple Hill Subsidiary Corporation	  	Route 3, Box 76
Castlewood, VA 24224	  	20-0769982	  	Temple Hill LLC, 200 shares common stock, 100%	
 
Schedule 5.13(a) and (c)-19

							
Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Virginia Memorial Service LLC	  	Route 6 & Goose Creek Road
Waynesboro, VA 22980	  	54-0722366	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Virginia Memorial Service Subsidiary Corporation	  	Route 6 & Goose Creek Road
Waynesboro, VA 22980	  	20-0729541	  	Virginia Memorial Service LLC, 200 shares common stock, 100%	
WASHINGTON (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
StoneMor Washington, Inc.	  	5210 South Alder
Tacoma, WA 98409	  	20-5455426	  	Cornerstone Family Services of West Virginia Subsidiary, Inc., 100 shares common stock, 100%	
				
StoneMor Washington Subsidiary LLC	  	5210 South Alder
Tacoma, WA 98409	  	11-3788634	  	Cornerstone Family Services of West Virginia Subsidiary, Inc., 100 membership units, 100%	
WEST VIRGINIA (jurisdiction of formation for entities listed in first column below)

Subsidiary Entity	  	Principal Place of Business	  	EIN	  	Owner, Number And % Of
Equity Interests Owned	
				
Cornerstone Family Services of West Virginia LLC	  	Route 19 South
Westover, WV 26505	  	80-0112461	  	StoneMor Operating LLC, 100 membership units, 100%	
				
Cornerstone Family Services of West Virginia Subsidiary, Inc.	  	Route 19 South
Westover, WV 26505	  	20-1010994	  	Cornerstone Family Services of West Virginia LLC, 200 shares common stock, 100%	
 
Schedule 5.13(a) and (c)-20

SCHEDULE 5.14(a)
EXISTING INDEBTEDNESS
“Existing Indebtedness” under that certain Amended and Restated Credit Agreement dated as of August 15, 2007, by and among (i) StoneMor GP LLC, (ii) StoneMor Partners L.P, (iii) StoneMor Operating LLC (the “ Operating Company ”), (iv) each of the Operating Company’s direct and indirect corporate subsidiaries and corporate entities identified therein in which it holds direct or indirect voting interests, and (v) each of the Operating Company’s direct and indirect limited liability company subsidiaries identified therein, and (vi) the Lenders identified therein and Bank of America, N.A., as Administrative Agent, Swingline Lender and Letter of Credit Issuer, with Bank of America, N.A. as Collateral Agent for the benefit of the Secured Creditors as  defined therein, is as follows:
StoneMor Operating LLC
Payoff Figures August 15, 2007

 	  	Rev and Acq TL
Unused Fees	  	Revolver
Unused Fee	  	Revolver & Acq TL
Principal	  	Revolver & Term
Interest	  	Per Diem	
Acquisition TL Unused	  	$	1,905.56	  			  			  			  	$	—  	
Revolver Unused	  	$	642.36	  			  			  			  	$	0.694444444	
T00000068009417	  			  	$	7,441.67	  			  			  	$	158.3333333	
	  			  			  			  			  	$	—  	
Revolver Base Rate	  			  			  	$	4,250,000.00	  	$	6,145.55	  	$	1,077.054794520	
Acquisition TL Libor	  			  			  	$	4,593,750.00	  	$	14,863.33	  	$	1,061.666666600	
Acquisition TL Libor	  			  			  	$	9,000,000.00	  	$	102,410.00	  	$	2,090.000000000	
Acquisition TL Libor	  			  			  	$	400,000.00	  	$	5,201.78	  	$	92.888888890	
Acquisition TL Libor	  			  			  	$	900,000.00	  	$	1,457.75	  	$	208.250000000	
Acquisition TL Libor	  			  			  	$	1,050,000.00	  	$	6,583.50	  	$	243.833333330	
Acquisition TL Libor	  			  			  	$	1,600,000.00	  	$	5,546.67	  	$	369.777777780	
Revolver Libor	  			  			  	$	1,000,000.00	  	$	4,391.11	  	$	231.111111110	
Revolver Libor	  			  			  	$	1,400,000.00	  	$	6,147.55	  	$	323.555555560	
Revolver Libor Mat 9/20/07	  			  			  	$	2,500,000.00	  	$	13,320.84	  	$	13,320.840000000	
Revolver Libor Mat 9/07/07	  			  			  	$	2,500,000.00	  	$	4,049.31	  	$	579.166666670	
Revolver Libor	  			  			  	$	2,000,000.00	  	$	26,008.89	  	$	464.444444440	
Revolver Libor	  			  			  	$	1,200,000.00	  	$	5,269.33	  	$	273.333333333	
	  	$	2,547.92	  	$	7,441.67	  	$	32,393,750.00	  	$	201,395.61	  			
Grand Total	  			  			  			  			  	$	32,605,135.20	
 
Schedule 5.14(a)-1

SCHEDULE 5.17
INTELLECTUAL PROPERTY; LICENSES, ETC.
Trademarks :

Owner of Record	  	Trademark	  	Registration
No.	  	Registration
Date	
Laurelwood Holding Company	  	ESSENTIAL FAMILY
CARE	  	2,717,705	  	5/20/2003	
Laurelwood Holding Company	  	CORNERSTONE FAMILY
SERVICES	  	2,541,002	  	2/19/2002	
Internet Domain Names :

Registrant/Owner	 	Domain Name	 	Expiration Date	
StoneMor Partners L.P.	 	www.cornerstonefs.com	 	March 30, 2008	
StoneMor Partners L.P.	 	www.stonemor.com	 	February 23, 2008	
Patents and Applications :
Robert B. Hellman Jr., who serves as a director of StoneMor Partners L.P., as the Chief Executive Officer and a Managing Director of McCown De Leeuw & Co., LLC, a sponsor of numerous private equity investment funds, and in various other positions with affiliated entities, applied for a United States patent (Application Serial Number 10/306,836) on a technology entitled, “Apparatus and Method for Operating a Death Care Business as a Master Limited Partnership.” The computer-implemented method defines death care master limited partnership assets based upon qualifying death care business income sources and non-qualifying death care business income sources. The pending patent Application was filed on November 27, 2002, and claims priority to an earlier patent application filed November 30, 2001. To date, the United States Patent and Trademark Office has not issued a communication regarding the substantive merits of the Application. The patent Application was assigned to McCown De Leeuw & Co. IV, L.P. on February 13, 2003, and the assignment was recorded in the United States Patent and Trademark Office. McCown De Leeuw & Co. IV, L.P. granted StoneMor Partners L.P. a perpetual, royalty-free license to use the patent (and Application) and assigned a 50% ownership interest in the patent (and Application) to StoneMor Partners L.P. on September 20, 2004, including each application claiming the priority of the Application, including each continuation, continuation-in-part (but only with respect to claims fully supported in the Application), divisional, and foreign counterpart thereof; and all United States and/or foreign patents issuing from an application described in the foregoing, and all reissues, extensions, and re-examinations thereof.
 
Schedule 5.17-1

Trade, Assumed and Fictitious Names *:
 
*	plus variations of the listed names	

Name(s) of Credit Party	  	Trade, Assumed and Fictitious Name(s)	
		
The Valhalla Cemetery Company LLC
The Valhalla Cemetery Subsidiary Corporation	  	Valhalla Cemetery	
		
The Valhalla Cemetery Subsidiary Corporation	  	Valhalla Funeral Home	
		
StoneMor Alabama LLC
StoneMor Alabama Subsidiary, Inc.	  	Crestwood Memorial Cemetery
Forestlawn Gardens
Lakeview Memory Gardens
Ridout’s Forest Crest Cemetery
Ridout’s Forest Hill Cemetery
Walker Memory Gardens	
		
StoneMor Alabama Subsidiary, Inc.	  	Crestwood Memorial Funeral Home
Elliott Funeral Home
Ridout’s Brown-Service Funeral Home	
		
Henlopen Memorial Park LLC
Henlopen Memorial Park Subsidiary, Inc.	  	Henlopen Cemetery	
		
StoneMor Colorado LLC
StoneMor Colorado Subsidiary LLC	  	Grand Junction Memorial Gardens
Olinger’s Evergreen Cemetery	
		
Lakewood Memory Gardens South LLC
Lakewood Memory Gardens South Subsidiary, Inc.	  	Lakewood Memory Gardens South	
		
StoneMor Georgia LLC
StoneMor Georgia Subsidiary, Inc.	  	Floral Memory Gardens
Floyd Memory Gardens
Oaknoll Memorial Gardens
Restlawn Memory Gardens
Sunset Hill Memorial Gardens
Carroll Memory Gardens	
		
StoneMor Illinois LLC
StoneMor Illinois Subsidiary LLC	  	Mount Vernon Memorial Estates
Floral Lawn Cemetery	
		
StoneMor Indiana LLC
StoneMor Indiana Subsidiary LLC	  	Calvary Cemetery
Calvary Crematory
Calvary Cemetery and Crematory	
		
StoneMor Kansas LLC
StoneMor Kansas Subsidiary LLC	  	Old Mission Wichita Park Cemetery
White Chapel Memorial Gardens	
		
StoneMor Kansas Subsidiary LLC	  	Old Mission Wichita Park Crematory
Old Mission Mortuary	
		
StoneMor Kentucky LLC
StoneMor Kentucky Subsidiary LLC	  	Highland Memory Garden	
		
Osiris Holding of Maryland LLC
Osiris Holding of Maryland Subsidiary, Inc.	  	Cedar Hill Cemetery
Lincoln Memorial Cemetery	
		
Cedar Hill Funeral Home, Inc.	  	Cedar Hill Funeral Home	
		
Columbia Memorial Park LLC
Columbia Memorial Park Subsidiary, Inc.	  	Columbia Memorial Park	
 
Schedule 5.17-2

			
Name(s) of Credit Party	  	Trade, Assumed and Fictitious Name(s)	
		
Glen Haven Memorial Park LLC
Glen Haven Memorial Park Subsidiary, Inc.	  	Glen Haven Memorial Park	
		
Lorraine Park Cemetery LLC
Lorraine Park Cemetery Subsidiary, Inc.	  	Lorraine Park Cemetery	
		
Modern Park Development LLC
Modern Park Development Subsidiary, Inc.	  	Hillcrest Burial Park
Hillcrest Memorial Park	
		
Springhill Memory Gardens LLC
Springhill Memory Gardens Subsidiary, Inc.	  	Springhill Memory Gardens	
		
Sunset Memorial Park LLC
Sunset Memorial Park Subsidiary, Inc.	  	Sunset Memorial Park	
		
WNCI LLC W N C Subsidiary, Inc.	  	Washington National Cemetery	
		
Wicomico Memorial Parks LLC
Wicomico Memorial Parks Subsidiary, Inc.	  	Wicomico Memorial Park	
		
StoneMor Michigan LLC
StoneMor Michigan Subsidiary LLC	  	Floral Gardens Cemetery
Floral Lawn Memorial Gardens
Roseland Memorial Gardens	
		
StoneMor Missouri LLC
StoneMor Missouri Subsidiary LLC	  	Forest Hill Calvary Cemetery and Funeral Chapel	
		
Arlington Development Company	  	Arlington Park Cemetery	
		
Beth Israel Cemetery Association of Woodbridge, New Jersey	  	Beth Israel Cemetery	
		
Bethel Cemetery Association	  	Bethel Memorial Park	
		
Clover Leaf Park Cemetery Association	  	Clover Leaf Park Cemetery
Mt. Lebanon Cemetery	
		
Locustwood Cemetery Association	  	Locustwood Cemetery	
		
StoneMor North Carolina LLC
StoneMor North Carolina Subsidiary LLC	  	Randolph Memorial Park
Alamance Memorial Park
West Lawn Memorial Park
Wayne Memorial Park
Lakeview Memorial Park
Skyline Memory Gardens
Oakhill Memorial Park
Pinelawn Memorial Park
Oaklawn Memorial Gardens
Rowan Memorial Park	
		
Butler County Memorial Park LLC
Butler County Memorial Park Subsidiary, Inc.	  	Butler County Memorial Park	
		
Crown Hill Cemetery Association	  	Crown Hill Cemetery	
		
StoneMor Oregon LLC
StoneMor Oregon Subsidiary LLC	  	Hillcrest Memorial Park
Memory Gardens Memorial Park
Roseburg Memorial Gardens
Valley View Cemetery
Restlawn Memorial Gardens & Mausoleum	
 
Schedule 5.17-3

			
Name(s) of Credit Party	  	Trade, Assumed and Fictitious Name(s)	
		
StoneMor Oregon Subsidiary LLC	  	Hillcrest Memorial Park Crematory
Hillcrest Mortuary
Hillcrest Memorial Park Mortuary
Memory Gardens Mortuary
Restlawn Funeral Home
Wilson’s Chapel of the Roses
Roseburg Crematory
Chapel of the Firs
Long & Shukel Memorial Chapel	
		
Bedford County Memorial Park LLC
Bedford County Memorial Park Subsidiary LLC	  	Allegheny County Memorial Park
Blair Memorial Park
Castleview Memorial Park
Castle View Memorial Park
Centre County Memorial Park
Crestview Memorial Park
Erie County Memorial Gardens
Erie County Memorial Park
Faithful Companions Pet Cemetery
Garden of Faithful Friends
Grand View Memorial Park
Greene County Memorial Park
Green County Memorial Park
Greenlawn Burial Estates
Lakewood Memorial Park
Lawn Haven Burial Estates
Mt. Royal Memorial Park
Mount Royal Cemetery
Mount Zion Cemetery and Mausoleum
Noah’s Ark Pet Cemetery
Pineview Pet Cemetery
Pinewood Memorial Park
Roselawn Memorial Gardens
South Side Cemetery
Sunset Hill Memorial Gardens
Sunset Hill Memorial Park
Tri-State Cemetery
Tri-State Funeral Association
Woodlawn Cemetery	
		
Blue Ridge Memorial Gardens LLC
Blue Ridge Memorial Gardens Subsidiary LLC	  	Blue Ridge Memorial Gardens	
		
Chartiers Cemetery LLC
Chartiers Cemetery Subsidiary LLC	  	Chartiers Cemetery	
		
CMS West LLC
CMS West Subsidiary LLC	  	Voegtly Cemetery	
 
Schedule 5.17-4

			
Name(s) of Credit Party	  	Trade, Assumed and Fictitious Name(s)	
		
CMS West LLC
Laurelwood Holding Company	  	CMS West, Inc.	
		
CMS West Subsidiary LLC	  	Semper Concrete Products
Weber Funeral Home
Haky Funeral Home
Weber Funeral Home - Hamilton
Norcross-Weber Funeral Home
Mark D. Heintzelman Funeral Service
Mark D. Heintzelman Funeral Service (branch)	
		
The Coraopolis Cemetery LLC	  	Coraopolis Cemetery	
		
Eloise B. Kyper Funeral Home, Inc.	  	Eloise B. Kyper Funeral Home	
		
Green Lawn Memorial Park LLC
Green Lawn Memorial Park Subsidiary LLC	  	Green Lawn Memorial Park	
		
Juniata Memorial Park LLC
Juniata Memorial Park Subsidiary LLC	  	Juniata Memorial Park	
		
Juniata Memorial Park LLC
Laurelwood Holding Company	  	Juniata Memorial Park, Inc.	
		
J.V. Walker LLC
J.V. Walker Subsidiary LLC	  	The Morris Cemetery	
		
Laurelwood Cemetery LLC	  	Laurelwood Cemetery	
		
Melrose Land LLC
Melrose Land Subsidiary LLC	  	Bethlehem Memorial Park
Bethlehem Memorial Park Cemetery	
		
Mount Lebanon Cemetery LLC
Mount Lebanon Cemetery Subsidiary LLC	  	Mt. Lebanon Cemetery
Mount Lebanon Cemetery	
		
Mt. Airy Cemetery LLC	  	Mt. Airy Cemetery
Mount Airy Cemetery	
		
Osiris Holding of Pennsylvania LLC
Osiris Holding of Pennsylvania Subsidiary LLC	  	Cumberland Valley Memorial Gardens
Greenwood Cemetery
Parklawn Memorial Gardens
Pleasant View Cemetery	
		
Osiris Holding of Pennsylvania LLC
Laurelwood Holding Company	  	Osiris Holding of Pennsylvania, Inc.	
		
Prospect Hill Cemetery LLC
Prospect Hill Cemetery Subsidiary LLC	  	Prospect Hill Cemetery	
		
Riverside Cemetery LLC
Riverside Cemetery Subsidiary LLC	  	Riverside Cemetery Co.
Riverside Cemetery	
		
Riverview Memorial Gardens LLC
Riverview Memorial Gardens Subsidiary LLC	  	Riverview Memorial Gardens	
		
Rolling Green Memorial Park LLC
Rolling Green Memorial Park Subsidiary LLC	  	Rolling Green Memorial Park	
		
Rolling Green Memorial Park LLC
Laurelwood Holding Company	  	Rolling Green Memorial Park, Inc.	
 
Schedule 5.17-5

			
Name(s) of Credit Party	  	Trade, Assumed and Fictitious Name(s)	
		
The Prospect Cemetery LLC
The Prospect Cemetery Subsidiary LLC	  	Evergreen Hill Memorial Gardens
Mountainview Mausoleum
Prospect Cemetery
The Pocono Pet Cemetery	
		
Tioga County Memorial Gardens LLC
Tioga County Memorial Gardens Subsidiary LLC	  	Tioga County Memorial Gardens	
		
Tioga County Memorial Gardens LLC
Laurelwood Holding Company	  	Tioga County Memorial Gardens, Inc.	
		
Tri-County Memorial Gardens LLC
Tri-County Memorial Gardens Subsidiary LLC	  	Tri-County Memorial Gardens	
		
Twin Hills Memorial Park and Mausoleum LLC
Twin Hills Memorial Park and Mausoleum Subsidiary LLC	  	Twin Hill Memorial Park
Twin Hills Memorial Park and Mausoleum	
		
Westminster Cemetery LLC
Westminster Cemetery Subsidiary LLC	  	Westminster Cemetery	
		
Woodlawn Memorial Park LLC	  	Woodlawn Memorial Park	
		
Woodlawn Memorial Gardens LLC
Woodlawn Memorial Gardens Subsidiary LLC	  	Woodlawn Memorial Gardens	
		
Stephen R. Haky Funeral Home, Inc.	  	Stephen R. Haky Funeral Home	
		
StoneMor Pennsylvania LLC
StoneMor Pennsylvania Subsidiary LLC	  	Cedar Hill Memorial Park
Grandview Cemetery
Laurel Cemetery
Arlington Memorial Park
Sylvan Heights Cemetery
Mountain View Cemetery
LaFayette Memorial Park	
		
StoneMor Pennsylvania Subsidiary LLC	  	Weber Funeral Home
Haky Funeral Home
Weber Funeral Home - Hamilton
Norcross-Weber Funeral Home	
		
Osiris Holding of Rhode Island LLC
Osiris Holding of Rhode Island Subsidiary, Inc.	  	Newport Memorial Park
Newport Cemetery
Trinity Cemetery	
		
Lakewood/Hamilton Cemetery LLC
Lakewood/Hamilton Cemetery Subsidiary, Inc.	  	Lakewood Memory Gardens East
Lakewood Memory Gardens West
Hamilton Memorial Park	
		
Alleghany Memorial Park LLC
Alleghany Memorial Park Subsidiary, Inc.	  	Alleghany Memorial Park	
		
Altavista Memorial Park LLC
Altavista Memorial Park Subsidiary, Inc.	  	Altavista Memorial Park	
		
Birchlawn Burial Park LLC
Birchlawn Burial Park Subsidiary, Inc.	  	Birchlawn Burial Park	
 
Schedule 5.17-6

			
Name(s) of Credit Party	  	Trade, Assumed and Fictitious Name(s)	
		
Cemetery Investments LLC
Cemetery Investments Subsidiary, Inc.	  	Roosevelt Memorial Park	
		
Covenant Acquisition LLC
Covenant Acquisition Subsidiary, Inc.	  	Crestview Memorial Park
Northern Neck Memorial Gardens	
		
Henry Memorial Park LLC
Henry Memorial Park Subsidiary, Inc.	  	Henry Memorial Park	
		
KIRIS LLC
Southern Memorial Sales Subsidiary, Inc.	  	Heidi Memorial Pet Cemetery	
		
Laurel Hill Memorial Park LLC
Laurel Hill Memorial Park Subsidiary, Inc.	  	Laurel Hill Memorial Park	
		
Laurel Hill Memorial Park Subsidiary, Inc.	  	Laurel Hill Funeral Home	
		
Loewen [Virginia] LLC
Loewen [Virginia] Subsidiary, Inc.	  	Powell Valley Memorial Gardens
Roselawn Memorial Gardens
Rosewood Memorial Gardens
Rural Retreat	
		
Oak Hill Cemetery LLC
Oak Hill Cemetery Subsidiary, Inc.	  	Oak Hill Cemetery	
		
PVD Acquisitions LLC
PVD Acquisitions Subsidiary, Inc.	  	Evergreen Memorial Gardens
Hillcrest Memorial Memory Gardens
Hillcrest Memory Gardens
Panorama Memorial Gardens	
		
Rockbridge Memorial Gardens LLC
Rockbridge Memorial Gardens Subsidiary Company	  	Rockbridge Memorial Gardens	
		
Roselawn Development LLC
Roselawn Development Subsidiary Corporation	  	Roselawn Burial Park	
		
Roselawn Development Subsidiary Corporation	  	Roselawn Chapel Funeral Home
Roselawn Funeral Home	
		
Rose Lawn Cemeteries LLC
Rose Lawn Cemeteries Subsidiary, Incorporated	  	Mount Rose Cemetery
Mount Rose Cemetery, Incorporated
Rose Lawn Cemeteries
Rose Lawn Cemeteries, Inc.
Rose Lawn Cemetery Virginia Monument Company
Roselawn Cemetery	
		
Russell Memorial Cemetery LLC
Russell Memorial Cemetery Subsidiary, Inc.	  	Russell Memorial Cemetery	
		
Southern Memorial Sales LLC
Southern Memorial Sales Subsidiary, Inc.	  	Oaklawn Mausoleums and Memory Gardens
Oaklawn Mausoleum and Memory Gardens	
		
Star City Memorial Sales LLC
Star City Memorial Sales Subsidiary, Inc.	  	Old Dominion Memorial Gardens	
 
Schedule 5.17-7

			
Name(s) of Credit Party	  	Trade, Assumed and Fictitious Name(s)	
		
Stitham LLC
Stitham Subsidiary, Incorporated	  	Bedford County Memorial Gardens
Briarwood Memorial Gardens
Fort Hill Memorial Park
Virginia Memorial Park	
		
Sunset Memorial Gardens LLC
Sunset Memorial Gardens Subsidiary, Inc.	  	Florence County Memorial Gardens
Shenandoah Memorial Park
Southland Memorial Gardens and Mausoleum
Sunset Memorial Gardens
Woodlawn Memorial Park	
		
Shenandoah Memorial Park LLC
Shenandoah Memorial Park Subsidiary, Inc.	  	Shenandoah Memorial Park	
		
Temple Hill LLC
Temple Hill Subsidiary Corporation	  	Temple Hill Memorial Park	
		
Virginia Memorial Service LLC
Virginia Memorial Service Subsidiary Corporation	  	Augusta Memorial Park	
		
StoneMor Washington, Inc.	  	Oakwood Hill Cemetery and Funeral Chapel	
		
StoneMor Washington Subsidiary LLC	  	Oakwood Hill Funeral Chapel
Piper-Morley-Mellinger Funeral Chapel	
		
Cornerstone Family Services of West Virginia LLC
Cornerstone Family Services of West Virginia Subsidiary, Inc.	  	Beverly Hills Memorial Garden
Beverly Hills Memorial Gardens
Palm Memorial Gardens
Evergreen Cemetery
Evergreen Cemetery Group
Evergreen Cemetery North
Evergreen Cemetery South
Floral Hills Memorial Gardens
Greenbriar Burial Park
Guyan Memorial Gardens
Floral Hills Garden of Memories
Highland Memory Gardens
Jackson County Memory Gardens
Montgomery Memorial Park
Grandview Memorial Gardens
Halcyon Hills Memorial Gardens
Highland Hill Memorial Gardens
Highland Hills Memorial Garden
Marion County Memorial Park
Parkview Memorial Gardens
Park View Memorial Gardens
Shadow Lawn Memorial Gardens
Shadow Lawn Memory Gardens
Pineview Cemetery
Resthaven Memorial Park
Restlawn Memorial Gardens	
 
Schedule 5.17-8

			
Name(s) of Credit Party	  	Trade, Assumed and Fictitious Name(s)	
		
Cornerstone Family Services of West Virginia LLC
Cornerstone Family Services of West Virginia Subsidiary, Inc.	  	Restwood Memorial Gardens
Restwood Memorial Garden
Clendenin Memorial Garden
Clendenin Memorial Gardens
Fairview Memory Gardens
Forest Lawn Memorial Garden & Mausoleum
Forest Lawn Memorial Gardens and Mausoleum
Forest Memorial Park
Grandview Memorial Park & Mausoleum
Grandview Memorial Park and Mausoleum
Spring Valley Memory Gardens
West Virginia Memorial Gardens
Sunset Memorial Park
Sunset Memorial Park (S. Charleston)
Sunset Memorial Park - South Charleston
Sunset Memorial Park of Beckley
Sunset Memorial Park — Beckley
Valley View Memorial Park
White Chapel Memorial Garden
White Chapel Memorial Gardens
Woodlawn Memorial Park
Delta Marketing
Davids Mountaineer Vaults
Mountain State Wilbert VA	
		
Cornerstone Family Services of West Virginia Subsidiary, Inc.	  	Long & Fisher Funeral Home
Pryor Funeral Home	
 
Schedule 5.17-9

EXHIBIT A-1
[FORM OF SERIES A NOTE]
STONEMOR OPERATING LLC
(AND OTHER ISSUERS)
7.66% SENIOR SECURED NOTE DUE 2009

No. RA-[          ]	  	New York, New York	
$[              ]	  	[Date]	
PPN: 86185@ AA 2	  		
STONEMOR OPERATING LLC , a Delaware limited liability company (the “ Company ”) and each of the other undersigned, each a corporation, limited liability company or a limited partnership, as the case may be (collectively with the Company, the “ Issuers ”) for value received, hereby jointly and severally promise to pay to [                                           ], or registered assigns, the principal sum of [                                          ] Dollars ($              ) on September 20, 2009, with interest (computed on the basis of a 360- day year of twelve 30-day months) (a) subject to clause (b) on the unpaid principal balance hereof from the date of this Note at the rate of 7.66% per annum, payable on March 20, June 20, September 20 and December 20 in each year, until the principal amount hereof shall become due and payable, and (b) following the occurrence and during the continuance of an Event of Default (but only upon the request of the Required Holders), payable on demand on the unpaid principal balance hereof, and on any overdue premium, if any, and (to the extent permitted by applicable law) on any overdue payment of interest, at the rate per annum equal to the greater of (i) 9.66% or (ii) 2% over the rate of interest from time to time publicly announced by Citibank, N.A. in New York, New York as its “prime” or “base” rate. Payments of principal, premium, if any, and interest hereon shall be made in lawful money of the United States of America at the principal office of Citibank, N.A. or such other office or agency in New York, New York as designated by the Company.
This Note is one of the 7.66% Senior Secured Notes due September 20, 2009 (herein called the “ Note ”) of the Issuers issued pursuant to that certain Amended and Restated Note Purchase Agreement dated as of August, 15, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “ Note Purchase Agreement ”; unless defined herein, terms defined in the Note Purchase Agreement are to be defined herein as defined therein) entered into by the Issuers and the institutional investors listed in Schedule A thereto, and is entitled to the benefits, and subject to the provisions of, the Note Purchase Agreement. This Note is secured by certain Security Documents referred to in the Note Purchase Agreement and is entitled to the benefits of certain General Partner/Parent Guarantee from time to time delivered pursuant to the Note Purchase Agreement and to an Intercreditor Agreement entered into pursuant thereto. As provided in the Note Purchase Agreement, this Note is subject to prepayment, in whole or in part, with or without a premium as specified in the Note Purchase Agreement.
This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer, accompanied by a written instrument of transfer duly executed by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuers will not be affected by any notice to the contrary.
 
Exhibit A-1-1

Under certain circumstances as specified in the Note Purchase Agreement, the principal of this Note may be declared due and payable in the manner and with the effect provided in the Note Purchase Agreement.
Notwithstanding anything set forth in this Note each Controlled Non-Profit shall be liable only for that portion of the Obligations from which it derives a direct benefit, and any Collateral of such Controlled Non-Profit shall only secure, or be utilized to repay, such portion of the Obligations.
This Note shall be governed by and construed in accordance with New York law, without regard to principles of conflicts of laws.

STONEMOR OPERATING LLC, a Delaware limited liability company	
		
By:	 	 	
	 	Name:	
	 	Title:	
	
[SUBSIDIARY ISSUERS]	
		
By:	 	 	
	 	Name:	
	 	Title:	
 
Exhibit A-1-2

EXHIBIT A-2
[FORM OF SERIES B NOTE]
STONEMOR OPERATING LLC
(AND OTHER ISSUERS)
9.34% SERIES B SENIOR SECURED NOTE DUE 2012

No. RB-[__]	  		
Original Principal Amount:	  	$[_________]	
Original Issue Date:	  	August 15, 2007	
Interest Rate:	  	9.34% per annum	
Interest Payment Dates:	  	November 15, February 15, May 15 and August 15 of each year commencing on November 15, 2007	
Final Maturity Date:	  	August 15, 2012	
Principal Prepayment Dates and Amounts:	  	Entire outstanding balance due on the Final Maturity Date	
PPN: 86186@ AA1	  		
FOR VALUE RECEIVED , the undersigned, STONEMOR OPERATING LLC , a Delaware limited liability company (the “ Company ”), and each of the other undersigned, each a corporation, limited liability company or a limited partnership, as the case may be (collectively with the Company, the “ Issuers ”), hereby jointly and severally promise to pay to [                                           ], or registered assigns, the principal sum of [                                          ] Dollars ($[              ]) on the Final Maturity Date specified above in an amount equal to the unpaid balance hereof, with interest (computed on the basis of a 360-day year, 30-day month) (a) subject to clause (b), on the unpaid balance of the principal thereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) following the occurrence and during the continuance of an Event of Default (but only upon the request of the Required Holders), payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand) on the unpaid balance of the principal, on any overdue payment of interest, and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) 11.34% or (ii) 2% over the rate of interest publicly announced by Citibank, N.A. in New York, New York as its “prime” or “base” rate.
Payments of principal, interest hereon and any Make-Whole Amount payable with respect to this Note are to be made at the main office of Citibank, N.A. in New York, New York or such other office or agency in New York, New York as designated by the Company.
This Note is one of the Series B Notes (herein called the “ Note ”) issued pursuant to that certain Amended and Restated Note Purchase Agreement, dated as of August, 15, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “ Note Purchase Agreement ”), between the Issuers and the institutional investors listed in Schedule A thereto, and is entitled to the benefits thereof. As provided in the Note Purchase Agreement, this Note is subject to optional prepayment, in whole or
 
Exhibit A-2-1

from time to time in part, on the terms specified in the Note Purchase Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Note Purchase Agreement.
This Note is secured by, and entitled to the benefits of, the Collateral described in the Security Documents. Reference is made to the Security Documents for the terms and conditions governing the Collateral for the obligations of the Issuers hereunder.
Payment of the principal of, and Make-Whole Amount, if any, and interest on this Note has been guaranteed by the General Partner and Parent in accordance with the terms of the General Partner/Parent Guarantee.
This Note is a registered Note and, as provided in and subject to the terms of the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuers shall not be affected by any notice to the contrary.
In case an Event of Default, as defined in the Note Purchase Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.
Notwithstanding anything set forth in this Note each Controlled Non-Profit shall be liable only for that portion of the Obligations from which it derives a direct benefit, and any Collateral of such Controlled Non-Profit shall only secure, or be utilized to repay, such portion of the Obligations.
This Note is intended to be performed in the State of New York and shall be construed and enforced in accordance with the internal law of such State.

STONEMOR OPERATING LLC, a Delaware limited liability company	
		
By:	 	 	
	 	Name:	 		
	 	Title:	 		
	
[SUBSIDIARY ISSUERS]	
		
By:	 	 	
	 	Name:	 		
	 	Title:	 		
 
Exhibit A-2-2

EXHIBIT A-3
[FORM OF SHELF NOTE]
STONEMOR OPERATING LLC
(AND OTHER ISSUERS)
SENIOR SECURED SERIES [        ] NOTE

No. R[__]-[__]	  		
Original Principal Amount:	  	$[_________]	
Original Issue Date:	  	[_________]	
Interest Rate:	  	[____]%	
Interest Payment Dates:	  	[_________]*	
Final Maturity Date:	  	[_________]	
Principal Prepayment Dates and Amounts:	  	[_________]	
PPN:	  	[_________]	
FOR VALUE RECEIVED , the undersigned, STONEMOR OPERATING LLC , a Delaware limited liability company (the “ Company ”), and each of the other undersigned, each a corporation, limited liability company or a limited partnership, as the case may be (collectively with the Company, the “ Issuers ”), hereby jointly and severally promise to pay to [                                      ], or registered assigns, the principal sum of [                                      ] Dollars ($[              ]) on the Final Maturity Date specified above in an amount equal to the unpaid balance hereof, with interest (computed on the basis of a 360-day year, 30-day month) (a) subject to clause (b), on the unpaid balance of the principal thereof at the Interest Rate per annum specified above, payable on each Interest Payment Date specified above and on the Final Maturity Date specified above, commencing with the Interest Payment Date next succeeding the date hereof, until the principal hereof shall have become due and payable, and (b) following the occurrence and during the continuance of an Event of Default (but only upon the request of the Required Holders), payable on each Interest Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand) on the unpaid balance of the principal, on any overdue payment of interest, and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the greater of (i) [          ]% or (ii) 2% over the rate of interest publicly announced by Citibank, N.A. in New York, New York as its “prime” or “base” rate.
Payments of principal, interest hereon and any Make-Whole Amount payable with respect to this Note are to be made at the main office of Citibank, N.A. in New York, New York or such other office or agency in New York, New York as designated by the Company.
This Note is one of the Shelf Notes (herein called the “ Note ”) issued pursuant to that certain Amended and Restated Note Purchase Agreement, dated as of August, 15, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “ Note Purchase Agreement ”), between the Issuers and the institutional investors listed in Schedule A thereto, and is entitled to the benefits thereof. As provided in the Note Purchase Agreement, this Note is subject to optional prepayment, in whole or

*	Payable quarterly commencing in the third month after the month in which the Notes are issued, payable on the same day of such third month as the day of the month on which the Notes are issued (or the last day of such third month if there is no such equivalent day).	
 
Exhibit A-3-1

from time to time in part, on the terms specified in the Note Purchase Agreement. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Note Purchase Agreement.
This Note is secured by, and entitled to the benefits of, the Collateral described in the Security Documents. Reference is made to the Security Documents for the terms and conditions governing the Collateral for the obligations of the Issuers hereunder.
Payment of the principal of, and Make-Whole Amount, if any, and interest on this Note has been guaranteed by the General Partner and Parent in accordance with the terms of the General Partner/Parent Guarantees.
This Note is a registered Note and, as provided in and subject to the terms of the Note Purchase Agreement, upon surrender of this Note for registration of transfer, duly endorsed, or accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuers may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuers shall not be affected by any notice to the contrary.
In case an Event of Default, as defined in the Note Purchase Agreement, shall occur and be continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable Make-Whole Amount) and with the effect provided in the Note Purchase Agreement.
Notwithstanding anything set forth in this Note each Controlled Non-Profit shall be liable only for that portion of the Obligations from which it derives a direct benefit, and any Collateral of such Controlled Non-Profit shall only secure, or be utilized to repay, such portion of the Obligations.
This Note is intended to be performed in the State of New York and shall be construed and enforced in accordance with the internal law of such State.

STONEMOR OPERATING LLC, a Delaware limited liability company	
		
By:	 	 	
	 	Name:	 		
	 	Title:	 		
	
[SUBSIDIARY ISSUERS]	
		
By:	 	 	
	 	Name:	 		
	 	Title:	 		
 
Exhibit A-3-2

EXHIBIT 2.4
[FORM OF REQUEST FOR PURCHASE]
STONEMOR OPERATING LLC
(AND OTHER ISSUERS)
Reference is made to the Amended and Restated Note Purchase Agreement (the “ Agreement ”), dated as of August, 15, 2007, among STONEMOR OPERATING LLC , a Delaware limited liability company (the “ Company ”), each of the other Issuers, and the institutional investors listed in Schedule A thereto. All terms herein that are defined in the Agreement have the respective meanings specified in the Agreement. Pursuant to Section 2.4 of the Agreement, the Issuers hereby make the following Request for Purchase:
 
 	1.	Aggregate principal amount	
of the Shelf Notes covered hereby (the “ Shelf Notes ”) $_______________
Portion thereof allocable to Prudential (___%)
Portion thereof allocable to iStar (___%)
 
 	2.	Individual specifications of the Shelf Notes:	

Principal Amount
*	  	Final Maturity
Date
**	  	Principal
Prepayment
Dates and
Amounts
***	  	Interest Payment
Dates	  	Designated
Spread	

	  		  		  		  		
 
 	3.	Optional prepayment provisions: [                      ]	
 
 	4.	Use of proceeds of the Shelf Notes:	
 
 	5.	Proposed day for the closing of the purchase and sale of the Shelf Notes:	
 
 	6.	The purchase price of the Shelf Notes is to be transferred to:	

Name, Address and ABA
Routing Number of Bank	 	   	  	Number of Account	  	 	  	Name & Telephone No. of Bank Officer	

					

	 		  		  		  	 	

*	Minimum of $5,000,000	
 
**	Not more than five (5) years	
 
***	Average life of not more than five (5) years	
 
Exhibit 2.4-1

7. Each of the Issuers certifies (a) that the representations and warranties contained in Section 5 of the Agreement are true on and as of the date of this Request for Purchase, except as set forth on Annex 1 hereto and (b) that there exists on the date of this Request for Purchase no Event of Default or Default (both before and after giving effect to the issuance and purchase of the Notes contemplated hereby).
Dated: _______________ _____, ________

STONEMOR OPERATING LLC, a Delaware limited liability company	
		
By:	 	 	
	 	Name:	 		
	 	Title:	 		
	
[SUBSIDIARY ISSUERS]	
		
By:	 	 	
	 	Name:	 		
	 	Title:	 		
 
Exhibit 2.4-2

Annex 1 to Request for Purchase
Exceptions to Representations and Warranties
 
Exhibit 2.4-3

EXHIBIT 2.6
[FORM OF CONFIRMATION OF ACCEPTANCE]
STONEMOR OPERATING LLC
(AND OTHER ISSUERS)
Reference is made to the Amended and Restated Note Purchase Agreement (the “ Agreement ”), dated as of August, 15, 2007, among STONEMOR OPERATING LLC , a Delaware limited liability company (the “ Company ”), each of the other Issuers, and the institutional investors listed in Schedule A thereto. All terms used herein that are defined in the Agreement have the respective meanings specified in the Agreement.
[Prudential] [iStar] which is named below as a Purchaser of Shelf Notes hereby confirms the representations as to such Notes set forth in Section 6 of the Agreement, and agrees to be bound by the provisions of Sections 2.6 and 2.8 of the Agreement.
Pursuant to Section 2.6 of the Agreement, an Acceptance with respect to the following Accepted Notes is hereby confirmed:
 
I.	Accepted Shelf Notes: Aggregate principal amount $                      .	
 
 	(A)   (a)	Name of Purchaser:	
 
 	(b)	Principal amount:	
 
 	(c)	Final maturity date:	
 
 	(d)	Principal prepayment dates and amounts:	
 
 	(e)	Interest rate:	
 
 	(f)	Interest payment dates:	
 
 	(g)	Optional prepayment provisions, including prepayment compensation (if applicable):	
 
 	(h)	Payment and notice instructions: As set forth on attached Purchaser Schedule.	
 
 	(B)   (a)	Name of Purchaser:	
 
 	(b)	Principal amount:	
 
 	(c)	Final maturity date:	
 
 	(d)	Principal prepayment dates and amounts:	
 
 	(e)	Interest rate:	
 
Exhibit 2.6-1

 	(f)	Interest payment dates:	
 
 	(g)	Optional prepayment provisions, including prepayment compensation (if applicable):	
 
 	(h)	Payment and notice instructions: As set forth on attached Purchaser Schedule.	
 
 	[(C),	(D) . . . same information as above.]	
 
II.	Closing Day: _______________ _____, _______	
Dated: _______________ _____, ________

STONEMOR OPERATING LLC, a Delaware limited liability company	
		
By:	 	 	
	 	Name:	 		
	 	Title:	 		
	
[SUBSIDIARY ISSUERS]	
		
By:	 	 	
	 	Name:	 		
	 	Title:	 		
	
[Prudential]	
		
By:	 	 	
	 	Name:	 		
	 	Title:	 		
	
[iStar]	
		
By:	 	 	
	 	Name:	 		
	 	Title:	 		
 
Exhibit 2.6-2

EXHIBIT 4.1(d)(ii)
FORM OF OPINION OF BLANK ROME LLP,
COUNSEL FOR THE CREDIT PARTIES
See attached.
 
Exhibit 4.1(d)(ii)-1

EXHIBIT 4.1(d)(iii)
FORM OF OPINION OF EACH LOCAL
COUNSEL TO THE CREDIT PARTIES
See attached.
 
Exhibit 4.1(d)(iii)-1

EXHIBIT 4.1(e)
FORM OF CONFIRMATION AND REAFFIRMATION OF
GENERAL PARTNER/PARENT GUARANTEE
See attached.
 
Exhibit 4.1(e)-1

EXHIBIT 4.1(g)
FORM OF AMENDED AND RESTATED INTERCREDITOR AGREEMENT
See attached.
 
Exhibit 4.1(g)-1

EXHIBIT 4.1(h)(i)
FORM OF CONFIRMATION AGREEMENT
See attached.
 
Exhibit 4.1(h)(i)-1

EXHIBIT 4.1(h)(ii)
FORM OF MODIFICATION
Recording Requested By and
When Recorded, Return To:
Steven M. Regan, Esq.
Reed Smith LLP
435 Sixth Avenue
Pittsburgh, PA 15219
SUPPLEMENT TO MORTGAGE, SECURITY AGREEMENT,
ASSIGNMENT OF RENTS AND LEASES
AND FIXTURE FILING
THIS SUPPLEMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (this “Supplement”) is dated _________ __, 2007, by and between ____________________________, a _____________________________ (“Mortgagor”), whose address is c/o StoneMor Operating LLC, 155 Rittenhouse Circle, Bristol, Bucks County, PA 19007, to BANK OF AMERICA, N.A., successor by merger to Fleet National Bank, as Collateral Agent (in such capacity, “Collateral Agent”) for the Secured Creditors and all successor Collateral Agents and permitted assigns (Collateral Agent and all successor Collateral Agents, and permitted assigns, “Mortgagee”).
W I T N E S S E T H , That :
WHEREAS, on ________________, 200____, Mortgagor executed and delivered in favor of Mortgagee a certain Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Filing, recorded _______________, 200____, in the official real estate records of ________________ County, _______________, as Instrument No. _______________ (the “Original Mortgage”), in order to secure the Secured Obligations;
WHEREAS, StoneMor GP LLC, a Delaware limited liability company (the “General Partner”), StoneMor Partners L.P., a Delaware limited partnership (the “Partnership”) and StoneMor Operating LLC, a Delaware limited liability company (the “Operating Company”), together with various Subsidiaries of the Partnership, including the Mortgagor (collectively, the “Borrowers”, and together with the General Partner, the Partnership and the Operating Company, the “Credit Parties”), entered into that certain Credit Agreement dated September 20, 2004, with various lenders (the “Lenders”), and the Mortgagee, as Collateral Agent and as Administrative Agent thereunder, as amended by a First Amendment, dated November 12, 2004, a Second Amendment dated September 28, 2006, a Third Amendment dated May 7, 2007, a Fourth Amendment dated June 29, 2007 and a Fifth Amendment dated July 31, 2007 (as so amended, the “Original Credit Agreement”), pursuant to which the Existing Lenders have provided to the Borrowers aggregate financing commitments in the maximum principal amount of Thirty Five Million Dollars ($35,000,000);
WHEREAS, the Credit Parties, including the Mortgagor, Mortgagee and the Lenders are this day amending and restating the Original Credit Agreement pursuant to that certain Amended
 
Exhibit 4.1(h))(ii)-1

and Restated Credit Agreement (as the same may hereafter be amended from time to time, the “Credit Agreement”), under the terms of which the Lenders have agreed, among other things, to increase their aggregate maximum financing commitments to Sixty Five Million Dollars ($65,000,000) with options to increase such commitments to Ninety Million Dollars ($90,000,000) in the aggregate;
WHEREAS, pursuant to the Credit Agreement, the Borrowers have issued promissory notes with aggregate original principal amounts of Sixty Five Million Dollars ($65,000,000), subject to the option to increase such financing commitments to Ninety Million Dollars ($90,000,000) in the aggregate; and
WHEREAS, the Credit Parties and certain purchasers (together with any successors or assigns thereto, the “Noteholders”) have entered in that certain Note Purchase Agreement dated as of September 20, 2004, as amended by the First Amendment to Note Purchase Agreement dated as of November 12, 2004 (as so amended, the “Existing Note Agreement”), pursuant to which the Noteholders have purchased certain 7.66% senior secured notes of the Operating Company due September 20, 2009 (the “Existing Series A Notes”) in the maximum aggregate amount of $80,000,000;
WHEREAS, the Credit Parties and the Noteholders are entering into that certain Amended and Restated Note Purchase Agreement (as amended, restated, supplemented, and/or modified from time to time, the “Purchase Agreement”), pursuant to which the Noteholders have agreed to (a) exchange the Existing Series A Notes for the Series A Notes (as defined in the Purchase Agreement) and (b) purchase those certain Series B Notes (as defined in the Purchase Agreement) due August 15, 2012 in the aggregate amount of Thirty-Five Million Dollars ($35,000,000), subject to the option to purchase additional secured notes in the aggregate amount of up to Thirty-Five Million Dollars ($35,000,000) (the Exiting Placement Notes and all other secured notes issued pursuant to the Purchase Agreement being referred to herein as the “Placement Notes”);
WHEREAS, it is a condition of the Credit Agreement that Mortgagor execute, deliver and cause to be recorded this Supplement to supplement the Original Mortgage to secure the Notes and the other Secured Obligations; and
WHEREAS, it is a condition of the Purchase Agreement that Mortgagor execute, deliver and cause to be recorded this Supplement to supplement the Original Mortgage to secure the Placement Notes and other Secured Obligations.
NOW, THEREFORE, incorporating the foregoing recital of facts and in consideration of the mutual covenants hereinafter set forth, the Mortgagee and Mortgagor, intending to be legally bound, hereby agree as follows:
1. Recitals . The foregoing recitals are true and correct and are incorporated herein as if fully set forth.
2. Capitalized Terms . Capitalized terms not otherwise defined in this Supplement shall have the meaning given to such terms in the Original Mortgage.
3. Mortgage Supplements . The Original Mortgage is hereby supplemented as follows:
3.1 Each reference in the Original Mortgage to the “Credit Agreement” shall be deemed to refer to the Credit Agreement, as amended, restated, modified, extended, renewed, replaced, supplemented, restructured and/or refinanced from time to time.
 
Exhibit 4.1(h))(ii)-2

3.2 Each reference in the Original Mortgage to the “Credit Document Obligations” shall be deemed to include the Obligations as defined in the Credit Agreement and each reference in the Original Mortgage to the “Purchase Document Obligations” shall be deemed to include the Borrowers’ obligations under the Placement Notes.
3.3 Each reference in the Original Mortgage to the “Intercreditor Agreement” means that certain Intercreditor and Collateral Agency Agreement dated September 20, 2004, among the Credit Parties, the Secured Creditors, the Administrative Agent and the Collateral Agent, as amended and restated by that certain Amendment and Restatement dated the date hereof, and as amended, modified, restated and/or supplemented from time to time in accordance with the terms thereof.
3.4 Each reference in the Original Mortgage to the “Mortgage” shall be deemed to refer to the Original Mortgage as amended by this Supplement.
3.5 Each reference in the Original Mortgage to the “Purchase Agreement” shall be deemed to refer to the Purchase Agreement, as amended, restated, supplemented, and/or modified from time to time.
3.6 Each reference in the Original Mortgage to the “Security Agreement” means that certain Security Agreement dated September 20, 2004, among the Credit Parties, as debtors, and the Collateral Agent, as secured party, as amended and confirmed pursuant to that certain Confirmation Agreement dated the date hereof, and as amended, restated, supplemented, and/or modified from time to time.
3.7 Each reference in the Original Mortgage to the maximum principal amount secured by the Mortgage in the amount of $120,000,000 is hereby deleted and replaced with the sum of $240,000,000.
3.8 Each reference in the Original Mortgage to Secured Creditors shall be deemed to include Cash Management Banks, each reference to Secured Obligations in the Original Mortgage shall be deemed to include Cash Management Obligations and each reference in the Original Mortgage to Lender Creditors shall be deemed to include the Swing Line Lender and the L/C Issuer.
3.9 [Kentucky Mortgages Only] Section 9.5 of the Mortgage is hereby deleted and replaced with the following: “Pursuant to Kentucky Revised Statute Section 382.330, the final maturity date of the Secured Obligations is May ___, 2012.”]
Or
3.9. [Oregon Deeds of Trust Only] The statement regarding the Maturity Date of the Notes, as described on the cover sheet of the Deed of Trust, is hereby deleted and replaced with the following: “The maturity date of the notes evidencing the Acquisition Loan, Revolving Credit Loan and Swingline Loan (all as defined in the Original Deed of Trust) and the secured by this Deed of Trust, exclusive of any option to renew or extend such maturity date, is May ___, 2012. The final maturity date of the Purchase Document Obligations is September 20, 2009.”]
4. Limitation on Modification . Except as specifically supplemented and amended herein, the terms and conditions of the Original Mortgage shall remain in full force and effect as executed. This Supplement modifies and supplements the terms of the Original Mortgage only as set out herein, leaving in effect all other terms and provisions of the Original Mortgage.
 
Exhibit 4.1(h)(ii)-3

Except as specifically set forth herein, nothing contained herein is intended to constitute a waiver, release, limitation or modification of any right, privilege, condition or event of default under the Original Mortgage or the other Credit Documents (as defined in the Credit Agreement) or the Noteholder Documents (as defined in the Intercreditor Agreement).
5. No Novation . Mortgagor and Mortgagee acknowledge and agree that (i) this Supplement, the Credit Agreement, the Notes and the other Credit Documents do not constitute a novation of the existing indebtedness of the Borrower owing under the Credit Documents, but are intended to be amendments and modifications of the Credit Documents and (ii) this Supplement, the Purchase Agreement, the Placement Notes and the other Noteholder Documents do not constitute a novation of the existing indebtedness of the Borrower owing under the Existing Purchase Agreement, the Existing Placement Notes and the other documents executed in connection therewith, but are intended to be amendments and modifications of such documents.
6. Parties Bound . This Supplement shall inure to the benefit of and be binding upon the parties hereto and their respective successors, and permitted assigns.
7. Governing Law . The provisions of this Supplement regarding the creation, perfection and enforcement of the liens and security interests, if any, shall be governed and construed under the laws of the state in which the Mortgaged Property (as defined in the Mortgage) is located. All other provisions of this Supplement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict of laws principles.
8. No Further Amendment . The Credit Documents cannot be further amended except in accordance with the terms hereof.
9. Counterparts . This Supplement may be executed by the parties in separate counterparts, all of which executed counterparts shall constitute one and the same agreement.
10. [ Local Law Provisions . ___________________________________.]
 
Exhibit 4.1(h)(ii)-4

IN WITNESS WHEREOF, the Mortgagee and Mortgagor have executed this Supplement as of the day and year first above written.

 WITNESS/ATTEST:	 		 	MORTGAGOR:	 		
					
	 		 		 	 	 	,	
	 		 		 	a __________________________________________________	 		
						
	 	 	 		 	By:	 	 	 		
	 		 		 	Print Name: _________________________________________	 		
	 		 		 	Title:	 	 	 		
				
	 		 	MORTGAGEE:	 		
				
	 		 	BANK OF AMERICA, N.A., as Collateral Agent	 		
						
	 	 	 		 	By:	 	 	 		
	 		 		 	Print Name: _________________________________________	 		
	 		 		 	Title:	 	 	 		
 
Exhibit 4.1(h)(ii)-5

ACKNOWLEDGEMENTS

STATE OF ___________	 	)	
	 	) ss	
COUNTY OF _________	 	)	
On the _____ day of _________, in the year 2007, before me, the undersigned, personally appeared ____________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

	
   	
Notary Public	

STATE OF ___________	 	)	
	 	) ss	
COUNTY OF _________	 	)	
On the _____ day of __________, in the year 2007, before me, the undersigned, personally appeared ____________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

	
   	
Notary Public	
 
Exhibit 4.1(h)(ii)-6

EXHIBIT 4.1(k)(iv)
FORM OF COMPLIANCE CERTIFICATE
Financial Statement Date: ________, ____
Prudential Investment Management Inc.
The Prudential Insurance Company of America
Prudential Retirement Insurance and Annuity Company
Each Affiliate of Prudential Investment Management Inc.
which becomes bound by certain provisions of
the Note Agreement (as hereinafter defined)
c/o Prudential Capital Group
1114 Avenue of the Americas, 30th Floor
New York, NY 10036
iStar Financial Inc.
SFT I, Inc.
Each Affiliate of iStar Financial Inc. which becomes
bound by certain provisions of the Note Agreement
1114 Avenue of the Americas
New York, NY 10036
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Note Purchase Agreement, dated as of August 15, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Note Agreement ,” the terms defined therein being used herein as therein defined), among StoneMor Operating LLC, a Delaware limited liability company (the “ Operating Company ”), each of the Subsidiaries of the Operating Company (each individually an “ Issuer ” and collectively, the “ Issuers ”), StoneMor GP LLC, a Delaware limited liability company (the “ General Partner ”), StoneMor Partners L.P., a Delaware limited liability partnership (the “ Parent ”, together with the General Partner and the Issuers, each a “ Credit Party ” and collectively, the “ Credit Parties ”), Prudential Investment Management Inc. (“ Prudential ”), iStar Financial Inc. (“ iStar ”) and each of the holders of Notes from time to time party thereto (the “ Noteholders ” and, together with Prudential and iStar, collectively, the “ Investor Group ”). Unless otherwise indicated, all capitalized terms used and not defined herein shall have the respective meanings ascribed thereto in the Note Agreement.
The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _______________ of the General Partner, and that, as such, he/she is authorized to execute and deliver this Certificate to the Investor Group on the behalf of the Credit Parties, and that:
[Use following paragraph 1 for fiscal year-end financial statements]
 
Exhibit 4.1(k)(iv)-1

1. The Credit Parties have delivered the year-end audited financial statements required by Section 7.1(a) of the Note Agreement for the fiscal year of the Credit Parties ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.
[Use following paragraph 1 for fiscal quarter-end financial statements]
2. The Credit Parties have delivered the unaudited financial statements required by Section 7.1(b) of the Note Agreement for the fiscal quarter of the Credit Parties ended as of the above date. Such consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Parent and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.
3. The undersigned has reviewed and is familiar with the terms of the Note Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Credit Parties during the accounting period covered by such financial statements.
4. The review described in paragraph 2 above did not disclose, and I have no knowledge of, the existence of any condition or the occurrence of any event which constitutes a Default or Event of Default during or at the end of the fiscal period covered by the financial statements described in paragraph 1 above[, except as set forth below].
5. The representations and warranties of the Credit Parties contained in Article V of the Note Agreement and all representations and warranties of any Credit Party that are contained in any document furnished at any time under or in connection with the Credit Documents, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.5 of the Note Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 7.1 of the Note Agreement, including the statements in connection with which this Compliance Certificate is delivered.
6. The financial covenant analyses and information set forth on Schedule 1 attached hereto are true and accurate for the fiscal period covered thereby.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of                      ,                      .

STONEMOR GP LLC	
		
By:	 	 	
Name:	 	 	
Title:	 	 	
 
Exhibit 4.1(k)(iv)-2

For the Quarter/Year ended ___________________, ____ (“ Statement Date ”)
SCHEDULE 1
to the Compliance Certificate
($ in 000’s)

I.       Section 10.11 (a) – Minimum EBITDA.	  			
		
A.     Consolidated EBITDA for Measurement Period ending on above date (“ Subject Period ”):	  	$	______	
		
1.      Consolidated Net Income of the Parent and its Subsidiaries for Subject Period:	  	$	______	
		
2.      Consolidated interest expense of the Parent and its Subsidiaries for Subject Period:	  	$	______	
		
3.      Provision for income taxes for Subject Period:	  	$	______	
		
4.      Depreciation and amortization expenses for Subject Period:	  	$	______	
		
5.      Non-cash cost for Cemetery Property and real property sold for Subject Period:	  	$	______	
		
6.      Any extraordinary losses for Subject Period:	  	$	______	
		
7.      Losses from sales of assets other than inventory and Cemetery Property and real property sold in the ordinary course of business for Subject Period:	  	$	
______	
		
8.      Other non-cash items (including, without limitation, one-time charges associated with “cheap stock” compensation expense) for the Subject Period:	  	$	
______	
		
9.      Reasonable fees, costs and expenses incurred in connection with the Transaction and restructuring of the Existing Credit Agreement and the Existing Note Agreement for the Subject Period:	  	$	
______	
		
10.    Any extraordinary gains for the Subject Period:	  	$	______	
		
11.    Gains from sales of assets other than inventory and Cemetery Property and real property sold in the ordinary course of business for the Subject Period:	  	$	
______	
 
Exhibit 4.1(k)(iv)-4

				
12.    The amount of non-cash gains (other than as a result of deferral of purchase price with respect to notes or installment sale contracts received in connection with the sales of Cemetery Property) for the Subject Period:	  	$	______	
		
13.    Other non-cash gains for the Subject Period:	  	$	______	
		
14.    Balance Sheet Adjustments	  	$	______	
		
15.    Pro Forma Basis Adjustments	  	$	______	
		
16.    Consolidated EBITDA (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 – 10 – 11 – 12 – 13 +/- 14 +/- 15):	  	$	______	
		
B.     $26,900,000	  	$	______	
		
C.     Permitted Acquisition Step-Up (80% of Consolidated EBITDA)	  	$	_______	
		
D .     Minimum required : (Line I.B + I.C)	  	$	_______	
		
E.     Excess (deficient) for covenant compliance (Line I.A16 above – I.D):	  	$	_______	
		
II.     Section 10.11 (b) – Consolidated Interest Coverage Ratio.	  			
		
A.     Consolidated EBITDA for Subject Period (Line I.A.16 above):	  	$	______	
		
B.     Consolidated Interest Charges for Subject Period:	  	$	______	
		
C.     Consolidated Interest Coverage Ratio (Line II.A ÷ Line II.B):	  	 	___ to 1.0	
		
Minimum required:	  	 	3.5 to 1.0	
		
III.    Section 10.11(c) - Consolidated Leverage Ratio	  			
		
A.     Consolidated Funded Indebtedness for Subject Period:	  	$	______	
		
B.     Consolidated EBITDA for Subject Period (Line I.A.16 above):	  	$	______	
		
C.     Consolidated Leverage Ratio for Subject Period (Line III.A ÷ III.B):	  	 	___ to 1.0	
		
Maximum permitted:	  	 	3.5 to 1.0	
 
Exhibit 4.1(k)(iv)-5

EXHIBIT 4.2(a)(v)
FORM OF SHELF OPINION
The opinion referred to in Section 4.2(a)(v) (the “ Shelf Opinion ”) shall be substantially in the form of the opinion referred to in Section 4.1(d)(ii) (the “Series B Closing Date Opinion”) except that (i) it will apply only to the Shelf Notes being issued on the applicable Closing Day (and not the Transaction Documents referred to in the Series B Closing Date Opinion), (ii) only paragraphs 2 to 5, inclusive and 12 to 15, inclusive, of the Series B Closing Date Opinion shall be included in the Shelf Opinion, (iii) there shall be an opinion stating that the Shelf Notes being issued on the applicable Closing Day are part of the obligations secured pursuant to the Security Agreement, the Pledge Agreement and the Mortgages (as such terms are defined in the Series B Closing Date Opinion) and (iv) appropriate modifications shall be made to the assumptions and other portions of the Series B Closing Date Opinion not referred to above to reflect the scope of the Shelf Opinion. This Exhibit 4.2(a)(v) does not in any way limit the requirement in Section 4.2(a)(v) that the Shelf Opinion address such other matters as a Purchaser may reasonably request.
 
Exhibit 4.2(a)(v)-1

EXHIBIT 10.2(h)
FORM OF SELLER SUBORDINATION PROVISIONS
The provisions set forth below shall be included in any agreement evidencing Seller Subordinated Debt. The terms used herein shall have the meanings set for in the Amended and Restated Note Purchase Agreement dated August 15, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Note Agreement ”), among StoneMor Operating LLC, a Delaware limited liability company (the “ Operating Company ”), each of the Subsidiaries of the Operating Company (each individually an “ Issuer ” and collectively, the “ Issuers ”), StoneMor GP LLC, a Delaware limited liability company (the “ General Partner ”), StoneMor Partners L.P., a Delaware limited liability partnership (the “ Parent ”, together with the General Partner and the Issuers, each a “ Credit Party ” and collectively, the “ Credit Parties ”), Prudential Investment Management Inc. (“ Prudential ”), iStar Financial Inc. (“ iStar ”) and each of the holders of Notes from time to time party thereto (the “ Noteholders ” and, together with Prudential and iStar, collectively, the “ Investor Group ”).
1. Subordination of Payment . The payment of principal of and interest on any and all Seller Subordinated Debt shall be expressly subordinated to the Obligations, and there shall be no principal payments required on the Seller Subordinated Debt at any time when the Obligations are outstanding. The Seller Subordinated Debt may provide, however, that if no Event of Default or Default under the Note Agreement has occurred and is continuing at the time any scheduled payments of principal and/or interest on the Seller Subordinated Debt are payable, and such payment would not give rise to an Event of Default or Default under the Note Agreement, and the Issuers may pay such scheduled payments of principal and/or interest as the same accrues.
2. Liens and Security Interests . The Credit Parties may not provide any collateral to the holder(s) of the Seller Subordinated Debt.
3. Terms . The covenants and other terms of the Seller Subordinated Debt shall be no more favorable to the subordinated creditor than the terms and conditions set forth in the Note Agreement are to the Investor Group.
4. Moratorium on Remedies . The subordinated creditor shall agree not to accelerate, demand, sue for, commence any collection or enforcement action or proceeding, take, receive, accept or retain any payment or distribution of any character, whether in cash, securities or other property, in respect of the principal of, premium on, or, except to the extent permitted under Paragraph 1 above, interest on, the Seller Subordinated Debt, or any collateral security therefor until the Obligations shall have been paid in full with interest, including interest during any bankruptcy or similar proceeding involving any Credit Party, from the date of the filing thereof to the date of distribution (notwithstanding any statute, including without limitation the Bankruptcy Code, any rule of law or bankruptcy procedures to the contrary).
5. Distributions on Insolvency, Etc. The subordinated creditor shall agree that in the event of the institution of and in connection with any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceedings relative to any Credit Party
 
Exhibit 10.2(h)-1

or its property, or of any proceeding for the voluntary liquidation, dissolution or other winding-up of any Credit Party, whether or not involving insolvency or bankruptcy proceedings:
(a) all amounts due under the Notes and Note Agreement shall first be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made in respect of any Seller Subordinated Debt;
(b) any payment or distribution of any character, whether in cash, securities or other property, which would otherwise be payable or deliverable in respect of any Seller Subordinated Debt (other than reorganization securities that are subordinated to securities received by the Noteholders substantially the same terms as those set forth in this Exhibit 4.1(k)(iv)) shall be paid or delivered directly to the Noteholders, until all amounts due under the Notes and Note Agreement shall have been paid in full in cash, with the subordinated creditor retaining a right of subrogation to any remaining distributions payable on account of the Notes and Note Agreement after the Noteholders have received aggregate distributions in cash equal to all amounts due under the Notes and Note Agreement, and the subordinated creditor shall irrevocably authorize, empower and direct all receivers, trustees, liquidators, conservators and others having authority to effect all such payments and deliveries; and
(c) the subordinated creditor shall agree to execute and deliver to the members of the Investor Group all such further instruments confirming the authorization referred to in the foregoing clause (b) and all such powers of attorney, proofs of claim, assignments of claim and other instruments and shall take all such other actions as may be reasonably requested by the members of the Investor Group in order to enable each of the members to enforce all its rights hereunder and all claims of such member upon or in respect of the Seller Subordinated Debt, and failing execution of such instruments or taking of such actions by the subordinated creditor, the members of the Investor Group shall be authorized and empowered to execute and perform the same on behalf of the subordinated creditor.
6. Unauthorized Distributions Held in Trust . The subordinated creditor shall agree that, in the event any payment or distribution of any character, whether in cash, securities or other property, is received by subordinated creditor in contravention of the terms of subordination set forth in this Exhibit 4.1(k)(iv), such payment or distribution shall be held by subordinated creditor, as trustee of an express trust, in trust for the benefit of, and shall be paid over or delivered and transferred to the Noteholders for application to all amounts due under the Notes and Note Agreement remaining unpaid until such amounts shall have been paid in full.
7. Notation of Subordination . If the Seller Subordinated Debt is evidenced in whole or part by any promissory note or other instruments, the subordinated creditor shall note on the face thereof or otherwise adequately reference that the same is subject to the subordination provisions required by this Exhibit 4.1(k)(iv).
8. No Modification of Seller Subordinated Debt . The subordinated creditor shall agree that so long as the Notes remain outstanding, subordinated creditor will not modify or amend or permit modification or amendment of the terms and conditions of the Seller Subordinated Debt without obtaining the Investor Group’s prior written consent thereto unless, as amended, such Seller Subordinated Debt would satisfy all requirements of this Exhibit 4.1(k)(iv).
 
Exhibit 10.2(h)-2

9. Waiver of Notices . The subordinated creditor shall waive all notices with respect to the Notes and Note Agreement, including, but not limited to, the making of loans or advances to any Credit Party or any extensions, renewals or modifications thereof, releases of collateral security or guarantors or other indulgences of any character, or of the occurrence or declaration of any default or the taking of any collection or enforcement action.
 
Exhibit 10.2(h)-3