Common use of MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW Clause in Contracts

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods shall, and shall cause each of its Restricted Subsidiaries to, cause all properties and assets to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDED, HOWEVER, that nothing in this Section 4.05(a) shall prevent Alderwoods or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods to otherwise satisfy its obligations hereunder. (b) Alderwoods shall, and shall cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods shall, and shall cause each of its Restricted Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods and each of its Restricted Subsidiaries and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP consistently applied to Alderwoods and its Restricted Subsidiaries taken as a whole. (d) Alderwoods shall, and shall cause each of its Restricted Subsidiaries to, comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either (i) Alderwoods and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunder.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, cause all properties and assets to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 4.05(a) shall prevent Alderwoods the Company or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods the Board of Directors of the Company or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods the Company and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods the Company to otherwise satisfy its obligations hereunder. (b) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods the Company and each Subsidiary of its Restricted Subsidiaries the Company and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP consistently applied to Alderwoods the Company and its Restricted Subsidiaries taken as a whole. (d) Alderwoods shall, The Company shall and shall cause each of its Restricted Subsidiaries to, to comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either adversely affect the business, earnings, properties, assets or condition (ifinancial or otherwise) Alderwoods of the Company and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a1) Alderwoods shall, The Company shall and the Company shall cause each its Subsidiaries to maintain insurance in such amounts and covering such risks as are usually and customarily carried with respect to similar facilities according to their respective locations if the failure to maintain such insurance would have a material adverse effect on the Company and its Subsidiaries taken as a whole. (2) The Company shall and the Company shall cause its Subsidiaries to cause all its properties (including leased properties) used or useful in the conduct of its Restricted Subsidiaries to, cause all properties and assets business to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, equipment and will cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements theretothereof, all as shall in the judgment of the Company may be reasonably necessary for so that the proper conduct of its businessbusiness carried on in connection therewith may be properly and advantageously conducted at all times; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 4.05(asubsection (2) shall prevent Alderwoods the Company or any of its Restricted Subsidiaries Subsidiary from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods or such Restricted Subsidiarythe Board of Directors of the Company, desirable in the conduct of its business and if such discontinuance is not materially adverse disadvantageous in any material respect to either (i) Alderwoods and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods to otherwise satisfy its obligations hereunderNoteholders. (b3) Alderwoods shall, The Company shall and the Company shall cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance use its best efforts to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods shall, and shall cause each of its Restricted Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions and the assets and business of Alderwoods the Company and each of its Restricted Subsidiaries and reflect on its financial statements adequate accruals and appropriations to reservesSubsidiary, all in accordance with GAAP consistently applied to Alderwoods the Company and its Restricted Subsidiaries Subsidiary taken as a whole. (d4) Alderwoods shall, The Company shall and the Company shall cause each of its Restricted Subsidiaries to, to comply with all material statutes, laws, ordinances, or government rules and regulations, including rules, regulations and orders of governmental agencies, decrees, orders, injunctions, writs to which it is subject, non-compliance noncompliance with which would be materially adverse to either and adversely affect the business, prospects, earnings, properties, assets or condition (ifinancial or otherwise) Alderwoods of the Company and its Subsidiaries Subsidiary taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods The Company shall, and shall cause each of its the Restricted Subsidiaries and any Permitted Joint Ventures to, cause all properties and assets to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDED, HOWEVER, that nothing in this Section 4.05(a) shall prevent Alderwoods the Company or any of its the Restricted Subsidiaries or any Permitted Joint Venture from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods the Board of Directors or such Restricted SubsidiarySubsidiary or Permitted Joint Venture, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods the Company and its the Restricted Subsidiaries and any Permitted Joint Ventures taken as a whole or (ii) the ability of Alderwoods the Company to otherwise satisfy its obligations hereunder. (b) Alderwoods The Company shall, and shall cause each of its the Restricted Subsidiaries and any Permitted Joint Ventures to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods The Company shall, and shall cause each of its the Restricted Subsidiaries and any Permitted Joint Ventures to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods the Company and each of its Restricted Subsidiaries Subsidiary and Permitted Joint Venture and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP consistently applied to Alderwoods the Company and its the Restricted Subsidiaries and any Permitted Joint Ventures taken as a whole. (d) Alderwoods shall, The Company shall and shall cause each of its the Restricted Subsidiaries to, and any Permitted Joint Ventures to comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either adversely affect the business, earnings, properties, assets or condition (ifinancial or otherwise) Alderwoods of the Company and its the Restricted Subsidiaries and any Permitted Joint Ventures taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods shallThe Company will, and shall will cause each of its Restricted Subsidiaries to, cause all of its properties and assets to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, equipment and will cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 4.05(a) shall prevent Alderwoods the Company or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its their respective properties or assets if the Board of Directors of the Company shall reasonably determine that (x) such discontinuance is, in the judgment of Alderwoods or such Restricted Subsidiary, is desirable in the conduct of the business of the Company and its business Subsidiaries taken as a whole and if (y) such discontinuance is not materially adverse to either (i) Alderwoods the Company and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods the Company to otherwise satisfy its obligations hereunder. (b) Alderwoods shallThe Company will, and shall will cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, liabilities as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods shallThe Company will, and shall will cause each of its Restricted Subsidiaries to, keep proper books of record and account, in which full and correct entries shall will be made of all business and financial transactions of Alderwoods the Company and each Subsidiary of its Restricted Subsidiaries the Company and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP consistently applied to Alderwoods the Company and its Restricted Subsidiaries taken as a whole. (d) Alderwoods shallThe Company will, and shall will cause each of its Restricted Subsidiaries to, comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either (i) Alderwoods adversely affect the Company and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods the Company to otherwise satisfy its obligations hereunder.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods Each of LGII and the Guarantor shall, and shall cause each of its Restricted Subsidiaries (including, without limitation, LGII) to, cause all properties and assets to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDED, HOWEVER, that nothing in this Section 4.05(a) shall prevent Alderwoods the Guarantor or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods the Board of Directors of the Guarantor or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods the Guarantor and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods LGII or the Guarantor to otherwise satisfy its obligations hereunder. (b) Alderwoods Each of LGII and the Guarantor shall, and shall cause each of its Restricted Subsidiaries (including, without limitation, LGII) to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods Each of LGII and the Guarantor shall, and shall cause each of its Restricted Subsidiaries (including, without limitation, LGII) to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods the Guarantor and each Restricted Subsidiary of its Restricted Subsidiaries the Guarantor and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP consistently applied to Alderwoods the Guarantor and its Restricted Subsidiaries taken as a whole. (d) Alderwoods shall, Each of LGII and the Guarantor shall and shall cause each of its Restricted Subsidiaries to(including, without limitation, LGII) to comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either adversely affect the business, earnings, properties, assets or condition (ifinancial or otherwise) Alderwoods of the Guarantor and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, cause all properties and assets to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 4.05(a) 8.19 shall prevent Alderwoods the Company or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the reasonable judgment of Alderwoods the Company or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods and the Company or its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods the Company to otherwise satisfy its obligations hereunder. (b) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods the Company and each of its Restricted Subsidiaries and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP generally accepted accounting principles consistently applied to Alderwoods the Company and its Restricted Subsidiaries taken as a whole. (d) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either (i) Alderwoods and the Company, any of its Subsidiaries taken as a whole Subsidiaries, or (ii) to the ability of Alderwoods the Company to otherwise satisfy its obligations hereunder.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods LGII shall, and shall cause each of its Restricted Subsidiaries to, cause all properties and assets to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDED, HOWEVER, that nothing in this Section 4.05(a) shall prevent Alderwoods LGII or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods LGII or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods LGII and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods LGII to otherwise satisfy its obligations hereunder. (b) Alderwoods LGII shall, and shall cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods LGII shall, and shall cause each of its Restricted Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods LGII and each of its Restricted Subsidiaries and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP consistently applied to Alderwoods LGII and its Restricted Subsidiaries taken as a whole. (d) Alderwoods LGII shall, and shall cause each of its Restricted Subsidiaries to, comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either (i) Alderwoods LGII and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods LGII to otherwise satisfy its obligations hereunder.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods The Issuer shall, and shall cause each of its the Restricted Subsidiaries to, at all times cause all properties and assets used or useful in the conduct of their business to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto; provided, as shall be reasonably necessary for the proper conduct of its business; PROVIDED, HOWEVERhowever, that nothing in this Section 4.05(a) 4.22 shall prevent Alderwoods the Issuer or any of its the Restricted Subsidiaries from discontinuing the operation and maintenance of any of its such properties or assets if such discontinuance is, in the judgment of Alderwoods the Board of Directors of the Issuer or the Board of Directors of such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse disadvantageous in any material respect to either (i) Alderwoods and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods to otherwise satisfy its obligations hereunderHolders. (b) Alderwoods The Issuer shall, and shall cause each of the Restricted Subsidiaries to, maintain insurance (which may include self-insurance) in such amounts and covering such risks as are usually and customarily carried with respect to similar facilities according to their respective locations. (c) The Issuer shall, and shall cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods shall, and shall cause each of its Restricted Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions and the assets and business of Alderwoods the Issuer and each Subsidiary of its Restricted Subsidiaries and reflect on its financial statements adequate accruals and appropriations to reservesthe Issuer, all in accordance with GAAP consistently applied to Alderwoods the Issuer and its Restricted Subsidiaries taken as a whole. (d) Alderwoods shall, The Issuer shall and shall cause each of its Restricted Subsidiaries to, to comply with all statutes, laws, ordinances, ordinances or government rules and regulations to which it is they are subject, non-compliance with which would be materially adverse to either (i) Alderwoods adversely affect the business, earnings, assets or financial condition of the Issuer and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, cause all properties and assets to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 4.05(a) shall prevent Alderwoods the Company or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods the Board of Directors of the Company or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods the Company and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods the Company to otherwise satisfy its obligations hereunder. (b) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods the Company and each Subsidiary of its Restricted Subsidiaries the Company, and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP consistently applied to Alderwoods the Company and its Restricted Subsidiaries taken as a whole. (d) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either adversely affect the business, earnings, properties, assets or condition (ifinancial or otherwise) Alderwoods of the Company and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods shall, and shall cause each of its Restricted Subsidiaries to, cause all properties and assets to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDED, HOWEVER, that nothing in this Section 4.05(a) shall prevent Alderwoods or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods to otherwise satisfy its obligations hereunder. (b) Alderwoods shall, and shall cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods shall, and shall cause each of its Restricted Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods and each of its Restricted Subsidiaries and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP consistently applied to Alderwoods and its Restricted Subsidiaries taken as a whole. (d) Alderwoods shall, and shall cause each of its Restricted Subsidiaries to, comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either (i) Alderwoods and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunder.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods TLGI shall, and shall cause each of its Restricted Subsidiaries (including, without limitation, LGII) to, cause all properties and assets to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDED, HOWEVER, that nothing in this Section 4.05(a) shall prevent Alderwoods TLGI or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods the Board of Directors of TLGI or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods TLGI and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods LGII or TLGI to otherwise satisfy its obligations hereunder. (b) Alderwoods TLGI shall, and shall cause each of its Restricted Subsidiaries (including, without limitation, LGII) to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods TLGI shall, and shall cause each of its Restricted Subsidiaries (including, without limitation, LGII) to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods TLGI and each Restricted Subsidiary of its Restricted Subsidiaries TLGI and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP consistently applied to Alderwoods TLGI and its Restricted Subsidiaries taken as a whole. (d) Alderwoods shall, TLGI shall and shall cause each of its Restricted Subsidiaries to(including, without limitation, LGII) to comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either adversely affect the business, earnings, properties, assets or condition (ifinancial or otherwise) Alderwoods of TLGI and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods shallBermuda Holdings shall cause all properties owned by or leased to it or any Subsidiary of Bermuda Holdings and used or useful in the conduct of its business or the business of such Subsidiary to be maintained and kept in normal condition, repair and working order, ordinary wear and tear excepted; provided that nothing in this Section 9.04 shall prevent Bermuda ---- Holdings or any Subsidiary of Bermuda Holdings from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of Bermuda Holdings or the Subsidiary concerned, or of any officer (or other agent employed by Bermuda Holdings or any Subsidiary of Bermuda Holdings) of Bermuda Holdings or such Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of Bermuda Holdings or any Subsidiary of Bermuda Holdings and if such discontinuance or disposal is not adverse in any material respect to the Holders of the Senior Notes. (b) Bermuda Holdings shall provide or cause to be provided, for itself and any Subsidiaries of Bermuda Holdings, insurance (including appropriate self- insurance) against loss or damage of the kinds customarily insured against by corporations similarly situated and owning like properties in the same general areas in which Bermuda Holdings or such Subsidiaries operate. (c) Bermuda Holdings shall and shall cause each of its Restricted Subsidiaries to, cause all properties and assets to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDED, HOWEVER, that nothing in this Section 4.05(a) shall prevent Alderwoods or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods to otherwise satisfy its obligations hereunder. (b) Alderwoods shall, and shall cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods shall, and shall cause each of its Restricted Subsidiaries to, keep proper and true books of record and account, in which full and correct entries shall be made of all business and financial transactions and the assets and business of Alderwoods Bermuda Holdings and each Subsidiary of its Restricted Subsidiaries Bermuda Holdings, and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP consistently applied to Alderwoods Bermuda Holdings and its Restricted Subsidiaries taken as a whole. (d) Alderwoods shall, Bermuda Holdings shall and shall cause each of its Restricted Subsidiaries to, to comply with all statutes, laws, ordinances, ordinances or government rules and regulations to which it is subject, non-compliance with which would be except where a failure to do so, singly or in the aggregate, is not likely to have a materially adverse to either effect upon the business, prospects, assets or condition (ifinancial or otherwise) Alderwoods or results of operations of Bermuda Holdings and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods Each of LGII and TLGI shall, and shall cause each of its Restricted Subsidiaries (including, without limitation, LGII) to, cause all properties and assets to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 4.05(a) shall prevent Alderwoods TLGI or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods the Board of Directors of TLGI or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods TLGI and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods LGII or TLGI to otherwise satisfy its obligations hereunder. (b) Alderwoods Each of LGII and TLGI shall, and shall cause each of its Restricted Subsidiaries (including, without limitation, LGII) to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods Each of LGII and TLGI shall, and shall cause each of its Restricted Subsidiaries (including, without limitation, LGII) to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods TLGI and each Restricted Subsidiary of its Restricted Subsidiaries TLGI and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP consistently applied to Alderwoods TLGI and its Restricted Subsidiaries taken as a whole. (d) Alderwoods shall, Each of LGII and TLGI shall and shall cause each of its Restricted Subsidiaries to(including, without limitation, LGII) to comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either adversely affect the business, earnings, properties, assets or condition (ifinancial or otherwise) Alderwoods of TLGI and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods The Issuer shall, and shall cause each of its Restricted Subsidiaries and shall, to the fullest extent of the rights available to it under the relevant contractual or organizational documents, cause each of its Significant Joint Ventures to, cause all of their respective properties and assets used or held for use in the conduct of its business to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDEDprovided, HOWEVERhowever, that subject to the other provisions of this Indenture, nothing in this Section 4.05(a) shall prevent Alderwoods the Issuer or any of its Restricted Subsidiaries or any of its Significant Joint Ventures from discontinuing the operation and maintenance of any of its their respective properties or assets if such discontinuance is, in the judgment of Alderwoods the Board of Directors of the Issuer or such Restricted SubsidiarySubsidiary or such Significant Joint Venture, desirable in the conduct of its business and or if such discontinuance is not materially adverse to either (i) Alderwoods the Issuer, its Subsidiaries and its Restricted Subsidiaries Significant Joint Ventures taken as a whole or (ii) the ability of Alderwoods the Issuer to otherwise satisfy its obligations hereunder. (b) Alderwoods The Issuer shall, and shall cause each of its Restricted Subsidiaries and shall, to the fullest extent of the rights available to it under the relevant contractual or organizational documents, cause each of its Significant Joint Ventures to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods The Issuer shall, and shall cause each of its Restricted Subsidiaries and shall, to the fullest extent of the rights available to it under the relevant contractual or organizational documents, cause each of its Significant Joint Ventures to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods the Issuer and each Subsidiary and each Significant Joint Venture of its Restricted Subsidiaries the Issuer and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP consistently applied to Alderwoods the Issuer, its Subsidiaries, and its Restricted Subsidiaries Significant Joint Ventures taken as a whole. (d) Alderwoods shall, The Issuer shall and shall cause each of its Restricted Subsidiaries toand shall, to the fullest extent of the rights available to it under the relevant contractual or organizational documents, cause each of its Significant Joint Ventures to comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either (i) Alderwoods and its Subsidiaries taken have a Material Adverse Effect, as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderdefined in Section 6.01.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, cause all properties and assets to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 4.05(a) ________ shall prevent Alderwoods the Company or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the reasonable judgment of Alderwoods the Company or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods and the Company or its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods the Company to otherwise satisfy its obligations hereunder. (b) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods the Company and each of its Restricted Subsidiaries and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP generally accepted accounting principals consistently applied to Alderwoods the Company and its Restricted Subsidiaries taken as a whole. (d) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either (i) Alderwoods and the Company, any of its Subsidiaries taken as a whole Subsidiaries, or (ii) to the ability of Alderwoods the Company to otherwise satisfy its obligations hereunder.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, at all times cause all properties and assets used in the conduct of its business to be maintained and kept in good condition, repair and working order (reasonable reasonably wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDED, HOWEVER, that nothing in this Section 4.05(a) shall prevent Alderwoods or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance iseach case, in the judgment of Alderwoods or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods to otherwise satisfy its obligations hereundermanner customary for companies similarly situated. (b) Alderwoods shall, The Company shall and shall cause each of its Restricted Subsidiaries toto maintain insurance with insurance companies or association with a rating of "A-" or better, maintain as established by Best's Rating Guide (or an equivalent rating with financially sound such other publication of a similar nature as shall be in current use) in such amounts and reputable insurers covering such insurance risks as may be required by law (other than are usually and customarily carried with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated)and similar facilities according to their respective locations. (c) Alderwoods shall, The Company shall and shall cause each of its Restricted Subsidiaries to, to keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions and the assets and business of Alderwoods the Company and each Subsidiary of its Restricted Subsidiaries and reflect on its financial statements adequate accruals and appropriations to reservesthe Company, all in accordance with GAAP consistently applied to Alderwoods the Company and its Restricted Subsidiaries taken as a whole. (d) Alderwoods shall, The Company shall and shall cause each of its Restricted Subsidiaries to, to comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either adversely affect the business, condition (i) Alderwoods financial or otherwise), results of operations or properties of the Company and its Subsidiaries taken as a whole or whole. (iie) The Company and each Guarantor shall deliver to the ability Trustee any information reasonably requested by the Trustee in connection with compliance by the Trustee or the Company with any of Alderwoods their respective duties or obligations hereunder or under the TIA. (f) Upon the request of the Trustee, the Company and each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to otherwise satisfy carry out effectively the purposes of this Indenture. (g) The Company shall not and shall not permit any of its obligations hereunderSubsidiaries to enter into any agreement or instrument that by its terms expressly prohibits the Company from making any payments on or in respect of the Notes in accordance with the terms thereof and of this Indenture.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods Each of TLGI and the Guarantor shall, and shall cause each of its Restricted Subsidiaries to, cause all properties and assets to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments betterments, and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 4.05(a4.5(a) shall prevent Alderwoods TLGI or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods the Board of Directors of TLGI or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods TLGI and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods TLGI or the Guarantor to otherwise satisfy its obligations hereunder. (b) Alderwoods Each of TLGI and the Guarantor shall, and shall cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated.). (c) Alderwoods Each of TLGI and the Guarantor shall, and shall cause each of its Restricted Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods TLGI and each Restricted Subsidiary of its Restricted Subsidiaries TLGI and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP consistently applied to Alderwoods TLGI and its Restricted Subsidiaries taken as a whole. (d) Alderwoods shall, Each of TLGI and the Guarantor shall and shall cause each of its Restricted Subsidiaries to, to comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either adversely affect the earnings, properties, assets or condition (ifinancial or otherwise) Alderwoods of TLGI and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, at all times cause all properties and assets used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDED, HOWEVER, provided that nothing in this Section 4.05(a) 4.5 shall prevent Alderwoods the Company or any of its Restricted Subsidiaries Subsidiary from discontinuing the operation and or maintenance of any of its properties such properties, or assets disposing of any of them, if such discontinuance is, or disposal is (i) in the ordinary course of business, (ii) in the reasonable and good faith judgment of Alderwoods the Board of Directors of the Company or such Restricted Subsidiarythe Subsidiary concerned, as the case may be, desirable in the conduct of its the business and if of the Company or such discontinuance is not materially adverse to either (i) Alderwoods and its Restricted Subsidiaries taken Subsidiary, as a whole the case may be, or (iiiii) the ability of Alderwoods to otherwise satisfy its obligations hereunderpermitted by this Indenture. (b) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, to maintain with financially sound and reputable insurers such insurance (including appropriate self insurance) as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance insurance, to such extent and against such hazards and liabilitiesliabilities consistent with practice on the Issue Date, as the Company in its reasonable and good faith judgment determines is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated)required, taking into account its business and financial condition. (c) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods the Company and each Subsidiary of its Restricted Subsidiaries the Company and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP generally accepted accounting principles consistently applied to Alderwoods the Company and its Restricted Subsidiaries taken as a whole. (d) Alderwoods shall, The Company shall and shall cause each of its Restricted Subsidiaries to, to comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either (i) Alderwoods adversely affect the business, earnings, properties, assets or financial condition of the Company and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods shallThe Issuer will, and shall will cause each of its Restricted Subsidiaries to, at all times cause all properties and assets used or useful in the conduct of their business to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, all as shall in its judgment may be reasonably necessary for necessary, so that the proper conduct business carried on in connection therewith may be properly conducted at all times unless the failure to so maintain or supply such properties or to make such repairs, renewals, replacements, betterments and improvements (together with all other such failures) would not have a material adverse effect on the financial condition or results of operations of the Issuer and its businessSubsidiaries, taken as a whole; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 4.05(a4.20 shall prohibit the Issuer or any Subsidiary from discontinuing the operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is in the good faith judgment of the Board of Directors of the Issuer or the Subsidiary concerned or of an officer (or other agent employed by the Issuer or of its Subsidiaries) shall prevent Alderwoods of the Issuer or any of its Restricted Subsidiaries from discontinuing having managerial responsibility for such property, as the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods or such Restricted Subsidiarycase may be, desirable in the conduct of its the business of the Issuer or such Subsidiary, as the case may be, and if such discontinuance is not materially adverse disadvantageous in any material respect to either (i) Alderwoods and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods to otherwise satisfy its obligations hereunderHolders. (b) Alderwoods shallThe Issuer will maintain, and shall will cause to be maintained for each of its Restricted Subsidiaries toSubsidiaries, insurance (including appropriate self insurance) covering such risks as in the good faith judgment of the Issuer are usually and customarily insured against by corporations similarly situated, in such amounts as in the good faith judgment of the Issuer are customary for corporations similarly situated and with such deductibles and by such methods as are customary for corporations similarly situated unless the failure to maintain with financially sound and reputable insurers such insurance (together with all other such failures) would not have a material adverse effect on the financial condition or results of operations of the Issuer and its Subsidiaries, taken as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated)a whole. (c) Alderwoods shallThe Issuer will, and shall will cause each of its Domestic Restricted Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods and each of its Restricted Subsidiaries and reflect on its financial statements adequate accruals and appropriations to reservesmaterial respects, all in accordance with GAAP consistently applied to Alderwoods the Issuer and its Domestic Restricted Subsidiaries taken as a whole. (d) Alderwoods shallThe Issuer will, and shall will cause each of its Restricted Subsidiaries to, comply with all statutes, laws, ordinances, ordinances or government rules and regulations to which it is they are subject, except for non-compliance with which compliances that would be materially not have a material adverse to either (i) Alderwoods effect on the financial condition or results of operations of the Issuer and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods shallThe Issuer will, and shall the Issuer will cause each of its Restricted Subsidiaries to, at all times cause all material properties and assets used or useful in the conduct of its respective business to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and will cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements theretothereto provided, as shall be reasonably necessary for the proper conduct of its business; PROVIDED, HOWEVERhowever, that nothing in this Section 4.05(a) 4.05 shall prevent Alderwoods or any of its Restricted Subsidiaries the Issuer from discontinuing the operation and or maintenance of any of its such properties or assets if such discontinuance is, in the reasonable judgment of Alderwoods or such Restricted Subsidiarythe Board of the Issuer acting in good faith, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods and or the business of any of its Restricted Subsidiaries taken as and not disadvantageous in any material respect to the Holders; and provided, further, however, that the foregoing shall not prohibit a whole sale, transfer or (ii) conveyance of the ability Issuer or a Restricted Subsidiary or any of Alderwoods to their properties or assets otherwise satisfy its obligations hereunderin compliance with the terms of this Indenture. (b) Alderwoods shallThe Issuer will, and shall the Issuer will cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance insurance) in the same form such amounts and covering such risks as is are usually and customarily maintained by companies similarly situated)carried with respect to similar facilities according to their respective locations. (c) Alderwoods shallThe Issuer will, and shall the Issuer will cause each of its Restricted Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions and the assets and business of Alderwoods the Issuer and each Subsidiary of its Restricted Subsidiaries and reflect on its financial statements adequate accruals and appropriations to reservesthe Issuer, all in accordance with GAAP consistently applied to Alderwoods the Issuer and its Restricted Subsidiaries taken as a whole. (d) Alderwoods shallThe Issuer will, and shall the Issuer will cause each of its Restricted Subsidiaries to, to comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either (i) Alderwoods adversely affect the business, prospects, earnings, properties, assets or financial condition of the Issuer and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods TLGI shall, and shall cause each of its Restricted Subsidiaries (including, without limitation, LGII) to, cause all properties and assets to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 4.05(a) shall prevent Alderwoods TLGI or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods the Board of Directors of TLGI or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods TLGI and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods LGII or TLGI to otherwise satisfy its obligations hereunder. (b) Alderwoods TLGI shall, and shall cause each of its Restricted Subsidiaries (including, without limitation, LGII) to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods TLGI shall, and shall cause each of its Restricted Subsidiaries (including, without limitation, LGII) to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods TLGI and each Restricted Subsidiary of its Restricted Subsidiaries TLGI and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP consistently applied to Alderwoods TLGI and its Restricted Subsidiaries taken as a whole. (d) Alderwoods shall, TLGI shall and shall cause each of its Restricted Subsidiaries to(including, without limitation, LGII) to comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either adversely affect the business, earnings, properties, assets or condition (ifinancial or otherwise) Alderwoods of TLGI and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries toat all times to cause, cause all material properties used in and assets necessary to the conduct of its and their business to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto; provided, as shall be reasonably necessary for the proper conduct of its business; PROVIDED, HOWEVERhowever, that nothing in this Section 4.05(a) 4.20 shall prevent Alderwoods the Company or any of its Restricted Subsidiaries from discontinuing the use, operation and or maintenance of any such Properties, or disposing of its properties or assets any of them, if such discontinuance or disposal is, in the judgment of Alderwoods the Board of Directors of the Company or the Subsidiary of the Company so concerned, or of an Officer (or other agent employed by the Company or of the Restricted Subsidiary so concerned) or of Company or a Restricted Subsidiary having managerial responsibility for any such Restricted SubsidiaryProperty, desirable in the conduct of its ther business of the Company or such Restricted Subsidiary of the Company, and if such discontinuance disocntinuance or disposal is not materially adverse in any material respect to either (i) Alderwoods and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods to otherwise satisfy its obligations hereunderHolders. (b) Alderwoods shallTo the extent available at commercially reasonable rates, the Company shall maintain, and shall cause each of its Restricted Subsidiaries, to the extent such Restricted Subsidiaries tomaintain operations, to maintain insurance with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and responsible carriers against such hazards risks and liabilitiesin such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as is are customarily maintained carried by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated)similar businesses, of similar size. (c) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions and the assets and business of Alderwoods the Company and each Subsidiary of its Restricted Subsidiaries and reflect on its financial statements adequate accruals and appropriations to reservesthe Company, all in accordance with GAAP consistently applied to Alderwoods the Company and its Restricted Subsidiaries taken as a whole. (d) Alderwoods shall, The Company shall and shall cause each of its Restricted Subsidiaries to, to comply with all applicable statutes, laws, ordinances, ordinances or government rules and regulations to which it is they are subject, non-compliance with which would be materially adverse to either (i) Alderwoods adversely affect the business, earnings, assets or financial condition of the Company and its Restricted Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods Each of LGII and Xxxxxx shall, and shall cause each of its Restricted Subsidiaries (including, without limitation, LGII) to, cause all properties and assets to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDED, HOWEVER, that nothing in this Section 4.05(a) shall prevent Alderwoods Xxxxxx or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods the Board of Directors of Xxxxxx or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods Xxxxxx and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods LGII or Xxxxxx to otherwise satisfy its obligations hereunder. (b) Alderwoods Each of LGII and Xxxxxx shall, and shall cause each of its Restricted Subsidiaries (including, without limitation, LGII) to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods Each of LGII and Xxxxxx shall, and shall cause each of its Restricted Subsidiaries (including, without limitation, LGII) to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods Xxxxxx and each Restricted Subsidiary of its Restricted Subsidiaries Xxxxxx and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP consistently applied to Alderwoods Xxxxxx and its Restricted Subsidiaries taken as a whole. (d) Alderwoods shall, Each of LGII and Xxxxxx shall and shall cause each of its Restricted Subsidiaries to(including, without limitation, LGII) to comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either adversely affect the business, earnings, properties, assets or condition (ifinancial or otherwise) Alderwoods of Xxxxxx and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries to, at all times cause all properties and assets used in the conduct of its business to be maintained and kept in good condition, repair and working order (reasonable reasonably wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDED, HOWEVER, that nothing in this Section 4.05(a) shall prevent Alderwoods or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance iseach case, in the judgment of Alderwoods or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods to otherwise satisfy its obligations hereundermanner customary for companies similarly situated. (b) Alderwoods shall, The Company shall and shall cause each of its Restricted Subsidiaries toto maintain insurance with insurance companies or association with a rating of “A-” or better, maintain as established by Best’s Rating Guide (or an equivalent rating with financially sound such other publication of a similar nature as shall be in current use) in such amounts and reputable insurers covering such insurance risks as may be required by law (other than are usually and customarily carried with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated)and similar facilities according to their respective locations. (c) Alderwoods shall, The Company shall and shall cause each of its Restricted Subsidiaries to, to keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions and the assets and business of Alderwoods the Company and each Subsidiary of its Restricted Subsidiaries and reflect on its financial statements adequate accruals and appropriations to reservesthe Company, all in accordance with GAAP consistently applied to Alderwoods the Company and its Restricted Subsidiaries taken as a whole. (d) Alderwoods shall, The Company shall and shall cause each of its Restricted Subsidiaries to, to comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either adversely affect the business, condition (i) Alderwoods financial or otherwise), results of operations or properties of the Company and its Subsidiaries taken as a whole or whole. (iie) The Company and each Guarantor shall deliver to the ability Trustee any information reasonably requested by the Trustee in connection with compliance by the Trustee or the Company with any of Alderwoods their respective duties or obligations hereunder or under the TIA. (f) Upon the request of the Trustee, the Company and each Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to otherwise satisfy carry out effectively the purposes of this Indenture. (g) The Company shall not and shall not permit any of its obligations hereunderSubsidiaries to enter into any agreement or instrument that by its terms expressly prohibits the Company from making any payments on or in respect of the Notes in accordance with the terms thereof and of this Indenture.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods Each of the Issuer and Guarantor shall, and the Guarantor shall cause each of its Restricted Subsidiaries to, at all times cause all properties and assets used or useful in the conduct of its respective business to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDED, HOWEVER, that nothing in this Section 4.05(a) shall prevent Alderwoods or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods to otherwise satisfy its obligations hereunder. (b) Alderwoods Each of the Issuer and Guarantor shall, and the Guarantor shall cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance insurance) in the same form such amounts and covering such risks as is are usually and customarily maintained by companies similarly situated)carried with respect to similar facilities according to their respective locations. (c) Alderwoods Each of the Issuer and Guarantor shall, and the Guarantor shall cause each of its Restricted Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions and the assets and business of Alderwoods the Guarantor and each Subsidiary of its Restricted Subsidiaries and reflect on its financial statements adequate accruals and appropriations to reservesthe Guarantor, all in accordance with GAAP consistently applied to Alderwoods the Guarantor and its Restricted Subsidiaries taken as a whole. (d) Alderwoods Each of the Issuer and Guarantor shall, and the Guarantor shall cause each of its Restricted Subsidiaries to, to comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either (i) Alderwoods adversely affect the business, prospects, earnings, properties, assets or financial condition of the Guarantor and its Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries the Guarantors to, cause all properties and assets to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 4.05(a) shall prevent Alderwoods the Company or any of its Restricted Subsidiaries the Guarantors from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods the Board of Directors of the Company or such Restricted SubsidiaryGuarantor, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods the Company and its Restricted Subsidiaries the Guarantor taken as a whole or (ii) the ability of Alderwoods the Company or any of the Guarantors to otherwise satisfy its obligations hereunder. (b) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries the Guarantors to, maintain with financially sound and reputable insurers such insurance as may be required by law and such other insurance (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, liabilities as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods The Company shall, and shall cause each of its Restricted Subsidiaries the Guarantors to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions of Alderwoods the Company and each of its Restricted Subsidiaries Guarantor and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP consistently applied to Alderwoods and its Restricted Subsidiaries taken as a wholeGAAP. (d) Alderwoods shall, The Company shall and shall cause each of its Restricted Subsidiaries to, the Guarantors to comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to adversely affect either (i) Alderwoods the Company and its Subsidiaries the Guarantors taken as a whole or (ii) to the ability of Alderwoods the Company or any of the Guarantors to otherwise satisfy its obligations hereunder. (e) Nothing in this Section 4.05 shall be deemed to limit any obligations of the Company or any Guarantor under any of the Security Documents.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods Subject to, and in compliance with, the provisions of each applicable Security Document, the Company shall, and shall cause each of its Restricted Subsidiaries to, at all times cause all properties and assets used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order (reasonable wear and tear and casualty excepted) and supplied with all necessary equipment, and shall cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDED, HOWEVER, that nothing in this Section 4.05(a) shall prevent Alderwoods or any of its Restricted Subsidiaries from discontinuing the operation and maintenance of any of its properties or assets if such discontinuance is, in the judgment of Alderwoods or such Restricted Subsidiary, desirable in the conduct of its business and if such discontinuance is not materially adverse to either (i) Alderwoods and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods to otherwise satisfy its obligations hereunder. (b) Alderwoods shallSubject to the provisions of each applicable Security Document, the Company and each of its Restricted Subsidiaries shall maintain insurance in such amounts and covering such risks as are usually and customarily carried with respect to similar facilities according to their respective locations. (c) The Company shall and shall cause each of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers such insurance as may be required by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated (which may include self-insurance in the same form as is customarily maintained by companies similarly situated). (c) Alderwoods shall, and shall cause each of its Restricted Subsidiaries to, keep proper books of record and account, in which full and correct entries shall be made of all business and financial transactions and the assets and business of Alderwoods the Company and each Restricted Subsidiary of its Restricted Subsidiaries and reflect on its financial statements adequate accruals and appropriations to reservesthe Company, all in accordance with GAAP consistently applied GAAP, except to Alderwoods the extent that on the Issue Date a Restricted Subsidiary did not keep its books and records of account in accordance with GAAP, in which case, such Restricted Subsidiary shall keep its books and record of account in reasonable detail fairly reflecting the financial transactions and the assets and business of such Restricted Subsidiaries taken as a wholeSubsidiary. (d) Alderwoods shall, The Company shall and shall cause each of its Restricted Subsidiaries to, to comply with all statutes, laws, ordinances, or government rules and regulations to which it is subject, non-compliance with which would be materially adverse to either adversely affect the business, earnings, properties, assets or condition (ifinancial or otherwise) Alderwoods of the Company and its Subsidiaries Restricted Subsidiaries, taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.

MAINTENANCE OF PROPERTIES; INSURANCE; BOOKS AND RECORDS; COMPLIANCE WITH LAW. (a) Alderwoods shall, and The Issuer shall cause each of its Restricted Subsidiaries to, cause all properties owned by or leased to it or any Subsidiary and assets used or useful in the conduct of its business or the business of such Subsidiary to be maintained and kept in good normal condition, repair and working order (reasonable order, ordinary wear and tear excepted) and supplied with all necessary equipment, and cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereto, as shall be reasonably necessary for the proper conduct of its business; PROVIDED, HOWEVER, provided that nothing in this Section 4.05(a) 9.4 shall prevent Alderwoods the Issuer or any of its Restricted Subsidiaries Subsidiary from discontinuing the use, operation and or maintenance of any of its properties such properties, or assets disposing of any of them, if such discontinuance or disposal is, in the judgment of Alderwoods the Board of Directors or the board of directors of the Subsidiaries concerned, or of any officer (or other agent employed by the Issuer or any Subsidiary) of the Issuer or such Restricted SubsidiarySubsidiary having managerial responsibility for any such property, desirable in the conduct of its the business of the Issuer or any Subsidiary and if such discontinuance or disposal is not materially adverse in any material respect to either (i) Alderwoods and its Restricted Subsidiaries taken as a whole or (ii) the ability of Alderwoods to otherwise satisfy its obligations hereunderHolders. (b) Alderwoods shallThe Issuer shall provide or cause to be provided, for itself and shall cause each any Subsidiary, insurance (including appropriate self-insurance) against loss or 66 72 damage of its Restricted Subsidiaries to, maintain with financially sound and reputable insurers such insurance as may be required the kinds customarily insured against by law (other than with respect to any environmental impairment liability insurance not commercially available) and such other insurance to such extent and against such hazards and liabilities, as is customarily maintained by companies corporations similarly situated (which may include self-insurance and owning like properties in the same form as is customarily maintained by companies similarly situated)general areas in which the Issuer or such Subsidiaries operate. (c) Alderwoods shall, The Issuer shall and shall cause each of its Restricted Subsidiaries to, Subsidiary to keep proper and true books of record and account, in which full and correct entries shall be made of all business and financial transactions and the assets and business of Alderwoods the Issuer and each of its Restricted Subsidiaries Subsidiary, and reflect on its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP consistently applied except for accounting changes required by the AICPA, FASB or the Commission to Alderwoods the Issuer and its Restricted the Subsidiaries taken as a whole. (d) Alderwoods shall, The Issuer shall and shall cause each of its Restricted Subsidiaries to, Subsidiary to comply with all statutes, laws, ordinances, ordinances or government rules and regulations to which it is subject, non-compliance with which would be except where a failure to do so, singly or in the aggregate, is not likely to have a materially adverse to either effect upon the business, prospects, assets or condition (ifinancial or otherwise) Alderwoods or results of operations of the Issuer and its the Subsidiaries taken as a whole or (ii) to the ability of Alderwoods to otherwise satisfy its obligations hereunderwhole.