AMENDED AND RESTATED NOTE PURCHASE AGREEMENT

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

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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.

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.

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.

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.

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.

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

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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.

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 ").

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.

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

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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.

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 ".

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

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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.

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.

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.

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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.

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

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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.

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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(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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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.

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.

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.

Each Credit Party represents and warrants to the Purchasers that:

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.

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.

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.

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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(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.

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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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.

(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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(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.

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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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.

(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.

(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.

(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.

(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

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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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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).

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.

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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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)

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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.

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;

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(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

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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.

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;

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(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).

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.

(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.

(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

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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.

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

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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.

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.

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.

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.

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

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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.

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.

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:

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.

(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.

(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.

(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.

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.

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.

The proceeds of the Series B Notes shall be used by the Issuers as permitted in Section 5.14.

(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.

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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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).

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.

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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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.

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.

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.

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.

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:

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.

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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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.

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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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.

(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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Engage in any line of business other than the Permitted Business.

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.

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.

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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(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.

(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.

Make any material change in any accounting policies or reporting practices, except as required by GAAP, or make any change in its fiscal year.

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.

(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.

(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.

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.

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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(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.

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.

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.

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.

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.

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.

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.

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.

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.

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).

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.

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.

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.

(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.

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.

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.

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 comm