AVAILABILITY FOR EACH COMPANY AND ITS SUBSIDIARIES, EACH IN REASONABLE DETAIL,
PREPARED ON A CONSOLIDATED AND CONSOLIDATING BASIS FOR FISCAL YEAR 2003, (IV) A
CERTIFICATE OF SUCH COMPANY'S CHIEF FINANCIAL OFFICER CERTIFYING THAT THE
PROJECTIONS DELIVERED TO THE AGENT PURSUANT TO THE PRECEDING CLAUSES (II) AND
(III) ARE THE MOST ACCURATE PROJECTIONS AVAILABLE AND ARE IDENTICAL TO THE
PROJECTIONS USED BY SUCH COMPANY FOR INTERNAL PLANNING PURPOSES AND (V) ALL
SUPPORTING SCHEDULES AND INFORMATION AS THE AGENT MAY IN ITS DISCRETION REQUIRE;
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(N)
THE AGENT AND THE LENDERS SHALL HAVE RECEIVED PAYMENT OF ALL FEES, EXPENSES
AND DISBURSEMENTS (INCLUDING, WITHOUT LIMITATION, THE FEES AND EXPENSES OF
EXTERNAL COUNSEL) INCURRED IN CONNECTION WITH THE PREPARATION, NEGOTIATION AND
EXECUTION OF THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED TO OCCUR
HEREUNDER.
(O)
THE AGENT SHALL HAVE RECEIVED THE DOCUMENTATION NECESSARY TO GRANT TO THE
AGENT FOR THE BENEFIT OF THE LENDERS UNDER THE FINANCING AGREEMENT, A FIRST AND
EXCLUSIVE SECURITY INTEREST IN AND LIEN ON (SUBJECT TO PERMITTED ENCUMBRANCES)
ALL OF THE RIGHT, TITLE AND INTEREST OF THE COMPANIES IN AND TO THE PRIMARY REAL
ESTATE COLLATERAL (AS DEFINED IN SECTION FOUR) (INCLUDING, BUT NOT LIMITED TO,
FIRST MORTGAGES ON ALL LAND AND BUILDINGS, SUBJECT TO PAST AND FUTURE BURIAL
RIGHTS GRANTED TO LOT OWNERS, AND ALL OTHER REAL ESTATE DOCUMENTATION REQUIRED
BY THE AGENT).
Section Four. Covenant. (a) Within ten (10) days of the Agent's request
therefor, the Companies shall deliver to the Agent all of the Real Estate
Documentation relating to any Other Real Estate Collateral not currently subject
to a lien in favor of the Agent, and any additional Real Estate Documentation
relating to the Primary Real Estate Collateral, to grant to the Agent for the
benefit of the Lenders under the Financing Agreement, a first and exclusive
security interest in and lien upon (subject to Permitted Encumbrances) all
right, title and interest of the Companies in such Other Real Estate Collateral
or Primary Real Estate Collateral (including, but not limited to, first
mortgages on all land and buildings, subject to past and future burial rights
granted to lot owners). The failure of any Company to perform any of its
obligations under this Section Four (a) shall constitute an Event of Default
under the Financing Agreement.
(b)
For purposes of this Section Four, the following terms shall have the
meanings set forth below:
(II)
"OTHER REAL ESTATE COLLATERAL" SHALL MEAN ALL REAL ESTATE NOW OR HEREAFTER
OWNED OR LEASED BY THE COMPANIES OTHER THAN THE PRIMARY REAL ESTATE COLLATERAL
(AS HEREIN DEFINED), INCLUDING THE LAND AND THE BUILDINGS, FIXTURES AND OTHER
IMPROVEMENTS LOCATED THEREON AND THE PERSONALTY, IF ANY, USED IN CONNECTION WITH
THE OPERATION THEREOF.
(III)
"PRIMARY REAL ESTATE COLLATERAL" SHALL MEAN ALL REAL ESTATE LOCATED IN
NORTH CAROLINA, PENNSYLVANIA AND VERMONT OWNED OR LEASED BY THE COMPANIES (AS
SHOWN ON SCHEDULE A ATTACHED HERETO), INCLUDING THE LAND AND THE BUILDINGS,
FIXTURES AND OTHER IMPROVEMENTS LOCATED THEREON AND THE PERSONALTY, IF ANY, USED
IN CONNECTION WITH