Common use of RATIFICATION OF GUARANTORS Clause in Contracts

RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing First Amendment and the Borrower’s execution, delivery and performance thereof; (b) joins the foregoing First Amendment for the purpose of consenting to and being bound by the provisions thereof; (c) acknowledges and agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this First Amendment or any of the provisions contemplated herein; (d) ratifies and confirms all of its obligations and liabilities under the Loan Documents to which it is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure the Obligations of the Borrower under the Credit Agreement, as amended pursuant to the terms of the First Amendment; and (e) acknowledges and agrees that as of the date of the foregoing First Amendment, such Guarantor (i) does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees, agents, attorneys or other representatives) under or in connection with its Guaranty and the other Loan Documents to which it is a party and (ii) has no offsets against, or defenses or counterclaims to, its Guaranty. The Guarantors: CARRIAGE CEMETERY SERVICES, INC. CARRIAGE CEMETERY SERVICES OF CALIFORNIA, INC. CARRIAGE CEMETERY SERVICES OF IDAHO, INC. CARRIAGE FLORIDA HOLDINGS, INC. CARRIAGE FUNERAL HOLDINGS, INC. CARRIAGE FUNERAL MANAGEMENT, INC. CARRIAGE FUNERAL SERVICES OF CALIFORNIA, INC. CARRIAGE FUNERAL SERVICES OF KENTUCKY, INC. CARRIAGE FUNERAL SERVICES OF MICHIGAN, INC. CARRIAGE HOLDING COMPANY, INC. CARRIAGE INTERNET STRATEGIES, INC. CARRIAGE LIFE EVENTS, INC. CARRIAGE MANAGEMENT, INC. CARRIAGE MERGER VI, INC. CSRE HOLDINGS, INC. PNCA, INC. CARRIAGE OPERATIONS, INC. CARRIAGE SERVICES OF TENNESSEE, INC. CARRIAGE MUNICIPAL CEMETERY SERVICES OF NEVADA, INC. CARRIAGE PENNSYLVANIA HOLDINGS, INC. CARRIAGE SERVICES OF CONNECTICUT, INC. CARRIAGE SERVICES OF NEVADA, INC. CARRIAGE SERVICES OF NEW MEXICO, INC. CARRIAGE SERVICES OF OHIO, LLC CARRIAGE SERVICES OF OKLAHOMA, L.L.C. CARRIAGE TEAM CALIFORNIA (CEMETERY), LLC CARRIAGE TEAM CALIFORNIA (FUNERAL), LLC CARRIAGE TEAM FLORIDA (CEMETERY), LLC CARRIAGE TEAM FLORIDA (FUNERAL), LLC CARRIAGE TEAM KANSAS, LLC XXXXXXXXXX FUNERAL HOME, INC. CFS FUNERAL SERVICES, INC. CHC INSURANCE AGENCY OF OHIO, INC. CLOVERDALE PARK, INC. COCHRANE’S CHAPEL OF THE ROSES, INC. CSI FUNERAL SERVICES OF MASSACHUSETTS, INC. FORASTIERE FAMILY FUNERAL SERVICE, INC. HORIZON CREMATION SOCIETY, INC. XXXXXXX FUNERAL HOME, INC. ROLLING HILLS MEMORIAL PARK XXXXXX & XXXXXXX MORTUARIES CARRIAGE SERVICES OF LOUISIANA, INC. By: /s/ Xxxx Xxxxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxx Treasurer for all

RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing First Eighth Amendment and the Borrower’s execution, delivery and performance thereof; (b) joins the foregoing First Eighth Amendment for the purpose of consenting to and being bound by the provisions thereof; (c) acknowledges and agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this First Eighth Amendment or any of the provisions contemplated hereinherein and cover the Commitments and Loans as increased by this Eighth Amendment; (d) ratifies and confirms all of its obligations and liabilities under the Loan Documents to which it is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure the Obligations of the Borrower under the Credit Agreement, as amended pursuant to the terms of the First Eighth Amendment; and (e) acknowledges and agrees that as of the date of the foregoing First Amendment, such Guarantor (i) does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees, agents, attorneys or other representatives) under or in connection with its Guaranty the Credit Agreement and the other Loan Documents to which it is a party Documents; and (iif) has no offsets againstacknowledges, affirms and agrees that such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or defenses right of recoupment of any kind or counterclaims tonature against any of its obligations, its Guarantyindebtedness or liabilities to the Administrative Agent or any Lender, in each case under or in connection with the Credit Agreement and the other Loan Documents. The Guarantors: CARRIAGE CEMETERY SERVICESCarriage Cemetery Services, INC. CARRIAGE CEMETERY SERVICES OF CALIFORNIAInc. Carriage Cemetery Services of California, INC. CARRIAGE CEMETERY SERVICES OF IDAHOInc. Carriage Cemetery Services of Idaho, INC. CARRIAGE FLORIDA HOLDINGSInc. Carriage Florida Holdings, INC. CARRIAGE FUNERAL HOLDINGSInc. Carriage Funeral Holdings, INC. CARRIAGE FUNERAL MANAGEMENTInc. Carriage Funeral Management, INC. CARRIAGE FUNERAL SERVICES OF CALIFORNIAInc. Carriage Funeral Services of California, INC. CARRIAGE FUNERAL SERVICES OF KENTUCKYInc. Carriage Funeral Services of Kentucky, INC. CARRIAGE FUNERAL SERVICES OF MICHIGANInc. Carriage Funeral Services of Michigan, INC. CARRIAGE HOLDING COMPANYInc. Carriage Holding Company, INC. CARRIAGE INTERNET STRATEGIESInc. Carriage Insurance Agency of Massachusetts, INC. CARRIAGE LIFE EVENTSInc. Carriage Internet Strategies, INC. Inc. Carriage Life Events, Inc. CARRIAGE MANAGEMENT, INC. CARRIAGE MERGER (formerly Carriage Management, L.P.) Carriage Merger VI, INC. Inc. CSRE HOLDINGS, INC. PNCA, INCInc. (formerly Carriage Merger VIII, Inc.) carriage operations, Inc. (formerly Carriage Merger IX, Inc.) Carriage services of tennessee, inc. CARRIAGE OPERATIONS(formerly Carriage Merger X, INC. CARRIAGE SERVICES OF TENNESSEEInc.) Carriage Municipal Cemetery Services of Nevada, INC. CARRIAGE MUNICIPAL CEMETERY SERVICES OF NEVADAInc. Carriage Pennsylvania Holdings, INC. CARRIAGE PENNSYLVANIA HOLDINGSInc. Carriage Services of Connecticut, INC. CARRIAGE SERVICES OF CONNECTICUTInc. Carriage Services of Nevada, INC. CARRIAGE SERVICES OF NEVADAInc. Carriage Services of New Mexico, INC. CARRIAGE SERVICES OF NEW MEXICO, INC. CARRIAGE SERVICES OF OHIOInc. Carriage Services of Ohio, LLC CARRIAGE SERVICES OF OKLAHOMACarriage Services of Oklahoma, L.L.C. CARRIAGE TEAM CALIFORNIA Carriage Team California (CEMETERYCemetery), LLC CARRIAGE TEAM CALIFORNIA Carriage Team California (FUNERALFuneral), LLC CARRIAGE TEAM FLORIDA Carriage Team Florida (CEMETERYCemetery), LLC CARRIAGE TEAM FLORIDA Carriage Team Florida (FUNERALFuneral), LLC CARRIAGE TEAM KANSASCarriage Team Kansas, LLC XXXXXXXXXX FUNERAL HOMEXxxxxxxxxx Funeral Home, INC. Inc. CFS FUNERAL SERVICESFuneral Services, INC. Inc. CHC INSURANCE AGENCY OF OHIOInsurance Agency of Ohio, INC. CLOVERDALE PARKInc. Cloverdale Park, INC. COCHRANE’S CHAPEL OF THE ROSESInc. Cochrane’s Chapel of the Roses, INC. Inc. CSI FUNERAL SERVICES OF MASSACHUSETTSFuneral Services of Massachusetts, INC. FORASTIERE FAMILY FUNERAL SERVICEInc. Forastiere Family Funeral Service, INC. HORIZON CREMATION SOCIETYInc. Horizon Cremation Society, INC. XXXXXXX FUNERAL HOMEInc. Xxxxxxx Funeral Home, INC. ROLLING HILLS MEMORIAL PARK XXXXXX Inc. Rolling Hills Memorial Park Xxxxxx & XXXXXXX MORTUARIES Xxxxxxx Mortuaries CARRIAGE SERVICES OF LOUISIANA, INC. By: /s/ Xxxx Xxxxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxx Treasurer for allall Schedule 2 Properties to be Released See attached. Schedule 2 Schedule 2 Properties to be Released State County/Xxxxxxx Location Name Street Address City, State Zip Codes CALIFORNIA Xxxxxxxx & Xxxxxx Chapel 0000 Xxxxxxxx Xxx. Xxxxxxxx, XX 00000 Ventura Conejo Mountain Funeral Home 0000 Xxxxxx Xxxx Camarillo, CA 93012 MICHIGAN Xxxxxxxx & Xxxxxxxxxx Funeral Home (Sterling Heights) Tract III: 00000 Xxxxxxx Xxxx Xxxx Xxxxxxxx Xxxxxxx, XX 00000 NEW JERSEY Bedle Funeral Home - Keyport Parcel 2: 00 Xxxxx Xxxxxx Xxxxxxx, XX 00000 RHODE ISLAND Bristol Xxxxxxx Funeral Home 000 Xxxx Xxxxxx Xxxxxxx, XX 00000 Washington Xxxxxxx-Xxxxxxxx Funeral Home Parcel 2: 000 Xxxx Xxxxxx Xxxxxxxx, XX TEXAS Xxxxxxx Xxxx Xxxxxxxx Funeral Home 000 Xxxxx Xx Xxxxx Drive Harlingen, TX 02891 Potter XxXxxxx-Xxxxxxxxx-Xxxx Funeral Directors 0000 Xxxxxx Xxxx Amarillo, TX 79107 Schedule 2 SCHEDULE 1.01(a) Mortgaged Properties See attached. Schedule 1.01(a) Schedule 1.01(a) - Mortgaged Property State County/Xxxxxxx Location Name Street Address City, State Zip Codes CALIFORNIA Alameda Xxxxx-Xxxxxx Xxxx Xxx Mortuary 0000 Xxxxxxxxx Xxxxxx Xxxxxxx, XX 00000 Colusa XxXxxx-Xxxxx Funeral Service 000 Xxxxx Xxxxxx Xxxxxx, XX 00000-0000 Contra Costa Xxxxxx Brothers Concord Funeral Chapel 0000 Xxxxxxx Xxxx Concord, CA 94521-2618 Contra Costa Xxxxxxx Mortuary 0000 X Xxxxxx Xxxxxxx, XX 00000-0000 Xxxxxxxxx Chapel 0 Xxxxx Xxxx Xxxxx Xxxxxxxx, CA 94525-1415 Xxxxxx & Xxxxxxx Chapel of San Xxxxx Valley 000 Xxxxx Xxx Danville, CA 94526-3418 Xxxxxx & Xxxxxxx Civic Center Chapel 000 00xx Xxxxxx Xxxxxxxx, XX 00000-0000 Xxxxxx & Xxxxxxx Mission Bells Chapel 00000 Xxx Xxxxx Xxx. Xxx Xxxxx, XX 00000-0000 Los Angeles White’s Funeral Home 000 X. Xxxxxxxx Xxxx Xxxxx, XX 00000-0000 Riverside Hemet Valley Mortuary 000 X. Xxx Xxxxxxx Xx. Xxxxx, XX 00000 Xxxxx-Xxxxx Mortuary (Lake Elsinore) 000 X. Xxxxxx Ave. Lake Elsinore, CA 92530-4168 Xxxxx-Xxxxx Mortuary (Perris) 000 X. Xxxxxx Xxxxxx Xxxxxx, XX 00000-0000 Xxxxx-Xxxxx Hemet Valley Crematory 00000 Xxx Xx., Xxxx 00 Xxxxxxxx, XX 00000-0000 San Xxxxxxx Xxxxxx Funeral Chapel 0000 Xxx Xxxxxxx Xx. Escalon, CA 95320-1738 X.X. Xxx & Son 000 X. Xxxxx Xxxx Xxxxxxx, XX 00000-0000 Fry Memorial Chapel 000 Xxxxx Xxxxxxx Xxx. Xxxxx, XX 00000-0000 Santa Xxxxx Xxxxxxx & Xxxxxxx Xxxxxxxx Memorial Chapel 000 X. Xxxxxxxx Ave. Campbell, CA 95008-2020 Darling & Xxxxxxx Chapel of the Hills 000 X. Xxxxx Xxxx Xxx. Los Gatos, CA 95030-4334 Darling & Xxxxxxx Garden Chapel 000 X. Xxxxx Xxxxx Xx. San Jose, CA 95112-3516 CONNECTICUT Fairfield Xxxxxxx-Xxxxxxxx Funeral Service 0 Xxxxxx Xxxxx Trumbull, CT 06611-4703 Hartford Funk Funeral Home 00 Xxxxxxxx Xxx. Xxxxxxx, XX 00000-0000 O'Brien Funeral Home 00 Xxxxxxx Xxx. Xxxxxxx, XX 00000-0000 Xxxxxx Funeral Home 00 Xxxxx Xxxxxx (includes 54 & 56 Broad St. and a portion of 21 Xxxxxx, which are parking and landscaping only) Xxxxxxxxxx, XX 00000 Litchfield Xxxxx Funeral Home 00 Xxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 New Haven Xxxxxx Funeral Home 000 X. Xxxx Xx Xxxxxxxxx, XX 00000-0000 Xxxxxx Funeral Home 000 Xxx Xx. Xxxx Xxxxx, XX 00000 Woodtick Memorial Funeral Home 000 Xxxxxxxx Xxxx Xxxxxxx, XX 00000-0000 IDAHO Ada Cloverdale Funeral Home 0000 Xxxxx Xxxxxxxxxx Xxxx Xxxxx, XX 00000-0000 Xxx Xxxxxx Funeral Chapel 000 X. Xxxxx Xxxxxx Xxxxx, XX 00000-0000 Schedule 1.01(a) Canyon Xxxxx Funeral Chapel - Caldwell 000 X. Xxxxxxx Ave. Caldwell, ID 83605 Xxxxx Funeral Chapel - Parma 000 X Xxxxx Xxx Parma, ID 83660 Alsip & Persons Funeral Chapel 000 00xx Xxx. X (also 412, 416 & 000 00xx Xxx.). Xxxxx, XX 00000 ILLINOIS Xxxx Xxxx-Xxxxxxxx Funeral Home 00 Xxxxxxxx Xx. Xxxx Xxxxxx, XX 00000-0000 Xxxx Xxxxxxxx Memorial Home 0000 X. Xxxxxxxx Xxxxxxxxxx, XX 00000-0000 KENTUCKY Xxxxxxxxx Xxxxxx-Xxxxx-Xxxxxx Funeral Home Parcel One: 000 Xxxxxxx Xxxx Xxxx Xxxxxxxxxxxx, XX 00000-0000 Xxxxxx Funeral Home Parcel Two: 000 Xxxx Xxxxxxxxx Xxxxxx Xxxxxxxx, XX 00000 Xxxxxxx Xxxxxx Funeral Home Parcels 1 & 2: 0000 Xxxxxxxxx Xx. Xxxxxxxxx, XX 00000-0000 Xxxxxxxx Funeral Home Parcels 3 & 4: 000 Xxxx Xxxxxx Xxxxx Xxxxx, XX 00000 Xxxx Xxxxxx Funeral Home 000 X. Xxxx Xx. Xxxxxx, XX 00000 MASSACHUSETTS Berkshire Xxxxxxx-Xxxxxxx Funeral Home Parcel I: 00 Xxxxxxxxx Xxxxxx (Funeral Home) Xxxxxxxxxx, XX 00000-0000 Parcel II: 00 Xxxxx Xxxxx Xx. (Xxxxxxx lot) Xxxxxxxxxx, XX 00000 Parcel III: 000 0/0 Xxxxx Xxxxxx (Former House - now parking lot) Xxxxxxxxxx, XX 00000 Parcel IV: 000 0/0 Xxxxx Xxxxxx (Easterly border of former house) Xxxxxxxxxx, XX 00000 Essex Xxxxxxxxxx Funeral Home Parcel 1 and 2: 000 Xxxxxxxx Xxxxxx Xx Xxxxxxx, XX 00000-0000 Hampden Colonial Forastiere Funeral Home Tract I: 000 Xxxx Xxxxxx Xxxxxx, XX 00000-0000 Xxxxxxxx Funeral Home Tract II: 000 Xxxxxxxx Xxxxxx Xxxxxxxx, XX 00000-0000 Tylunas Funeral Home Tract III: 000 Xxxxxxxx Xx. Xxxxxxxx, XX 00000-0000 Forastiere Xxxxx Funeral Home Tract IV: 000 Xxxxx Xxxx Xx. Xxxx Xxxxxxxxxx, XX 00000-0000 Xxxxxxx Funeral Home Tract V: 0000 Xxxxxxxxxxx Xxxxxx Xxxxxxx, XX 00000-0000 Southwick Forastiere Funeral Home Tract VI: 000 Xxxxxxx Xxxxxxx Xxxxxxxxx, XX 00000-0000 Xxxxx Xxxxxx Funeral Home & Cremation Tribute Center Tract VII: 0000 Xxxxx Xxxxxx Springfield, MA 01118-1820 Forastiere Funeral Home Tract VIII: 00 Xxxxxx Xxxxxx Xxxxxxxxxxx, XX 00000-0000 Schedule 1.01(a) Xxxxx Funeral Service Tract IX: 000 Xxxxxxx Xxx. Xxxxxxxxxxx, XX 00000-0000 Ratell Funeral Home Tract X: 000 Xxxx Xxxxxx Xxxxxx Xxxxxxx, XX 00000-0000 LOUISIANA Jefferson Garden of Memories Funeral Home 0000 Xxxxxxx Xxxxx Xxxxxxxx, XX 00000-0000 Xxxxxxxxx Xxxxx-Xxxxxxxxxx-Xxxxx Funeral Home 0000 Xxxxx Xxxxxxxx Xxxx. Xxxxxxxx, XX 00000-0000 MICHIGAN Macomb Xxxxxxxx & Xxxxxxxxxx Funeral Home (St. Clair Shores) Tract II: 00000 Xxxxxx Xxx. St. Clair Shores, MI 48081-2212 MONTANA Flathead Xxxxxxx-Xxxxxxxx Funeral Home & Crematory 000 Xxxxx Xxxx Xx. Xxxxxxxxx, XX 00000-0000 NEW JERSEY Monmouth Xxxxx Funeral Home - Eatonton Parcel 1: 000 Xxxxx Xxxxxx Xxxxxxxxx, XX 00000-0000 Bedle Funeral Home - Matawan Parcel 3: 000 Xxxx Xxxxxx Xxxxxxx, XX 00000-0000 Xxxx X. Day Funeral Home Parcel 4: 00 Xxxxxxxxx Xxx. Xxx Xxxx, XX 00000-0000 NEW YORK Suffolk Xxxxxx Funeral Home 000 Xxx Xxxx Xxxx Xxxx Xxxxxxxx, Xxxx of Xxxxxxxxxx, XX 00000-0000 Nassau Xxxxxxx-Xxxxxx Funeral Home 000 Xxxx Xxx. Xxxxxxxx, XX 00000-0000 NORTH CAROLINA Xxxxxxxx Xxxxx Family Funeral Service - Xxxxxxxx 000 Xxxxxxxx Xx. (includes a portion of 0000 Xxxxxxxx Xx., which is parking lot only) Xxxxxxxx, XX 00000-0000 Xxxxxxxx Xxxxx Family Funeral Service - High Point 1015 Eastchester Dr. (includes 1013 Eastchester, which does not have a building on it) Xxxx Xxxxx, XX 00000-0000 OHIO Xxxxxx Xxxxx-Xxxxxxx-Xxxxxxxxx Funeral Home 0000 Xxxxxxxxxx Xxx. Xxxxxxxxx, XX 00000-0000 Fairfield Xxxxxx Xxxxxx Funeral Home (Pickerington) 000 Xxxx Xxxx X Xxxxxxxxxxxx, XX 00000-0000 Franklin Xxxxxx Xxxxxx Funeral Home (Canal Winchester) 000 X. Xxxxxxxx Xx. Xxxxx Xxxxxxxxxx, XX 00000-0000 Muskingum Bryan & Xxxxxx Funeral Home 0000 Xxxxx Xxx Xxxxxxxxxx, XX 00000-0000 OKLAHOMA Cleveland Resthaven Funeral Home 000 XX 000xx Xx. Xxxxxxxx Xxxx, XX 00000 Comanche Xxxxxx Xxxxxx Xxxx Funeral Home 000 XX X Xxx Xxxxxx, XX 00000 Xxxxxxxx Xxx Xxxxxxxx Funeral Home 0000 X Xxxxxxx 00 Xxxxxx, XX 00000 PENNSYLVANIA Xxxxxxx Xxxxx X. Xxxxx Funeral Home 000 X. Xxxxxxxxx Ave. Downingtown, PA 19335-2720 RHODE ISLAND Providence Xxxxxxx & Son Funeral Home 000 Xxxxxxx Xxxxxx Providence, RI 02904-2216 Xxxxxxxxxx Xxxxx Funeral Home Parcel 1: 0X Xxxx Xxxxxx Xxxx Xxxxxx, XX 00000 TENNESSEE Xxxxxxxx Xxxx Funeral Home (Xxxxxxx Chapel) Tract 1: 000 Xxxxxxx Xxxxxxx Xxxxxxxxxxx, XX 00000-0000 Xxxxxxxxxx & Sons Funeral Home Tract 2: 0000 Xxxxxx Xxxx Xxxxx Xxxxx, TN 37379-4324 Xxxxxxxx Heritage Funeral Home & Cremation Services 0000 X. Xxxxxxxx Rd. Chattanooga, TN 37421-3163 Schedule 1.01(a) TEXAS Brazos Hillier Funeral Home 0000 X. 00xx Xxxxxx (and additional 2 acre site) Xxxxx, XX 00000-0000 Xxxxxxxx Xxxxxxxx Funeral Home (Anahuac) 0000 Xxxxx Xxxx Xxxxxx Xxxxxxx, XX 00000 Xxxxxxxx Xxxxxxxx Funeral Home 000 X. Xxxxxx Street Marshall, TX 75670-4165 Hidalgo Xxxxxxxx-Xxxx Funeral Home 000 Xxxx Xxxx Xx. Edinburg, TX 78541-3532 Liberty Sterling Funeral Home (Dayton) Parcel 1: 000 X Xxxx Xxxxxx Xxxxxx, XX 00000-0000 Xxxxxxx Funeral Service Parcel 2: 0000 X. Xxxxxx St. Liberty, TX 77575-3537 Nueces Corpus Christi Funeral Home Parcel 1: 0000 Xxxxxxx Xxxx. Corpus Christi, TX 78405-2013 Seaside Funeral Home Parcel 2: 0000 Xxxxx Xx. Xxxxxx Xxxxxxx, XX 00000-0000 Xxxxxx Xxxxx Funeral Home Parcel 1: 0000 X. Xxxxxx Street Amarillo, TX 79103-1117 Xxxxxxx Xx-Xxxxx-Xxxxxxxxx-Xxxx Funeral Directors - Xxxxxxx Chapel Parcel 1: 0000 X. Xxxxxxx St. Amarillo, TX 79119-7389 Schooler Funeral Home Parcel 2: 0000 X. Xxxxxxx Xx. Xxxxxxxx, XX 00000-0000 Cameron San Xxxxxx Funeral Home 0000 X XX Xxx 00 Xxx Xxxxxx, XX 00000-0000 Xxxxxx Xxxxxxx Funeral Home 0000 Xxxx Xxx. Xxxx, XX 00000-0000 Xxxxxx Xxxxxx & Jirrels Funeral and Cremation Services 0000 Xxxxx Xx. Baytown, TX 77521-9685 Xxxxxx Xxxxxxxx White Funeral Home 00000 Xxxxxx-Lynchburg Rd. Highlands, TX 77562 Schedule 1.01(a) SCHEDULE 2.01 Commitments and Applicable Percentages Lender Applicable Percentage in respect of the Revolving Credit Facility Revolving Credit Commitment Applicable Percentage in respect of the Term Facility Term Loan****As of the Eighth Amendment Effective Date Bank of America, N.A. 22.000000000% $44,000,000.00 18.769648283% $23,227,439.75 Regions Bank 17.230238695% $34,460,477.39 15.383919596% $19,037,600.50 Xxxxxxx Xxxxx Bank, N.A. 9.231030150% $18,462,060.30 12.308040202% $15,231,199.75 ZB, N.A. dba Amegy Bank 12.308040200% $24,616,080.40 12.308040202% $15,231,199.75 Cadence Bank, N.A. 10.769648240% $21,539,296.48 10.769648218% $13,327,439.67 Compass Bank 12.307927135% $24,615,854.27 10.461608016% $12,946,239.92 BOKF, NA dba Bank of Texas 5.768969850% $11,537,939.70 7.691959798% $9,518,800.25 Whitney Bank 5.768969850% $11,537,939.70 7.691959798% $9,518,800.25 Texas Capital Bank,National Association 4.615175880% $9,230,351.76 4.615175887% $5,711,280.16 Totals 100.000000000% $200,000,000.00 100.000000000% $123,750,000.00 Schedule 2.01 SCHEDULE 6.20 Eighth Amendment Post-Closing Requirements

RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing First Second Amendment and the Borrower’s execution, delivery and performance thereof; (b) joins the foregoing First Second Amendment for the purpose of consenting to and being bound by the provisions thereof; (c) acknowledges and agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this First Second Amendment or any of the provisions contemplated herein; (d) ratifies and confirms all of its obligations and liabilities under the Loan Documents to which it is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure the Obligations of the Borrower under the Credit Agreement, as amended pursuant to the terms of the First Second Amendment; and (e) acknowledges and agrees that as of the date of the foregoing First Second Amendment, such Guarantor (i) does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees, agents, attorneys or other representatives) under or in connection with its Guaranty and the other Loan Documents to which it is a party and (ii) has no offsets against, or defenses or counterclaims to, its Guaranty. The Guarantors: CARRIAGE CEMETERY SERVICES, INC. CARRIAGE CEMETERY SERVICES OF CALIFORNIA, INC. CARRIAGE CEMETERY SERVICES OF IDAHO, INC. CARRIAGE FLORIDA HOLDINGS, INC. CARRIAGE FUNERAL HOLDINGS, INC. CARRIAGE FUNERAL MANAGEMENT, INC. CARRIAGE FUNERAL SERVICES OF CALIFORNIA, INC. CARRIAGE FUNERAL SERVICES OF KENTUCKY, INC. CARRIAGE FUNERAL SERVICES OF MICHIGAN, INC. CARRIAGE HOLDING COMPANY, INC. CARRIAGE INTERNET STRATEGIES, INC. CARRIAGE LIFE EVENTS, INC. CARRIAGE MANAGEMENT, INC. CARRIAGE MERGER VI, INC. CSRE HOLDINGS, INC. PNCA, INC. CARRIAGE OPERATIONS, INC. CARRIAGE SERVICES OF TENNESSEE, INC. CARRIAGE MUNICIPAL CEMETERY SERVICES OF NEVADA, INC. CARRIAGE PENNSYLVANIA HOLDINGS, INC. CARRIAGE SERVICES OF CONNECTICUT, INC. CARRIAGE SERVICES OF NEVADA, INC. CARRIAGE SERVICES OF NEW MEXICO, INC. CARRIAGE SERVICES OF OHIO, LLC CARRIAGE SERVICES OF OKLAHOMA, L.L.C. CARRIAGE TEAM CALIFORNIA (CEMETERY), LLC CARRIAGE TEAM CALIFORNIA (FUNERAL), LLC CARRIAGE TEAM FLORIDA (CEMETERY), LLC CARRIAGE TEAM FLORIDA (FUNERAL), LLC CARRIAGE TEAM KANSAS, LLC XXXXXXXXXX FUNERAL HOME, INC. CFS FUNERAL SERVICES, INC. CHC INSURANCE AGENCY OF OHIO, INC. CLOVERDALE PARK, INC. COCHRANE’S CHAPEL OF THE ROSES, INC. CSI FUNERAL SERVICES OF MASSACHUSETTS, INC. FORASTIERE FAMILY FUNERAL SERVICE, INC. HORIZON CREMATION SOCIETY, INC. XXXXXXX FUNERAL HOME, INC. ROLLING HILLS MEMORIAL PARK XXXXXX & XXXXXXX MORTUARIES CARRIAGE SERVICES OF LOUISIANA, INC. By: /s/ Xxxx Xxxxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxx Treasurer for all

RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing First Third Amendment and the Borrower’s execution, delivery and performance thereof; (b) joins the foregoing First Third Amendment for the purpose of consenting to and being bound by the provisions thereof; (c) acknowledges and agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this First Third Amendment or any of the provisions contemplated hereinherein and cover the Revolving Credit Commitments and Revolving Credit Loans as increased by this Third Amendment; (d) ratifies and confirms all of its obligations and liabilities under the Loan Documents to which it is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure the Obligations of the Borrower under the Credit Agreement, as amended pursuant to the terms of the First Third Amendment; and (e) acknowledges and agrees that as of the date of the foregoing First Third Amendment, such Guarantor (i) does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees, agents, attorneys or other representatives) under or in connection with its Guaranty and the other Loan Documents to which it is a party and (ii) has no offsets against, or defenses or counterclaims to, its Guaranty. The Guarantors: CARRIAGE CEMETERY SERVICES, INC. CARRIAGE CEMETERY SERVICES OF CALIFORNIA, INC. CARRIAGE CEMETERY SERVICES OF IDAHO, INC. CARRIAGE FLORIDA HOLDINGS, INC. CARRIAGE FUNERAL HOLDINGS, INC. CARRIAGE FUNERAL MANAGEMENT, INC. CARRIAGE FUNERAL SERVICES OF CALIFORNIA, INC. CARRIAGE FUNERAL SERVICES OF KENTUCKY, INC. CARRIAGE FUNERAL SERVICES OF MICHIGAN, INC. CARRIAGE HOLDING COMPANY, INC. CARRIAGE INTERNET STRATEGIES, INC. CARRIAGE LIFE EVENTS, INC. CARRIAGE MANAGEMENT, INC. CARRIAGE MERGER VI, INC. CSRE HOLDINGS, INC. PNCA, INC. CARRIAGE OPERATIONS, INC. CARRIAGE SERVICES OF TENNESSEE, INC. CARRIAGE MUNICIPAL CEMETERY SERVICES OF NEVADA, INC. CARRIAGE OPERATIONS, INC. CARRIAGE PENNSYLVANIA HOLDINGS, INC. Signature Page to Ratification of Guarantors – Third Amendment CARRIAGE SERVICES OF CONNECTICUT, INC. CARRIAGE SERVICES OF CONNECTICUTLOUISIANA, INC. CARRIAGE SERVICES OF NEVADA, INC. CARRIAGE SERVICES OF NEW MEXICO, INC. CARRIAGE SERVICES OF OHIO, LLC CARRIAGE SERVICES OF OKLAHOMA, L.L.C. CARRIAGE SERVICES OF TENNESSEE, INC. CARRIAGE TEAM CALIFORNIA (CEMETERY), LLC CARRIAGE TEAM CALIFORNIA (FUNERAL), LLC CARRIAGE TEAM FLORIDA (CEMETERY), LLC CARRIAGE TEAM FLORIDA (FUNERAL), LLC CARRIAGE TEAM KANSAS, LLC XXXXXXXXXX FUNERAL HOME, INC. CFS FUNERAL SERVICES, INC. CHC INSURANCE AGENCY OF OHIO, INC. CLOVERDALE PARK, INC. COCHRANE’S CHAPEL OF THE ROSES, INC. CSI FUNERAL SERVICES OF MASSACHUSETTS, INC. CSRE HOLDINGS, INC. FORASTIERE FAMILY FUNERAL SERVICE, INC. HORIZON CREMATION SOCIETY, INC. XXXXXXX FUNERAL HOME, INC. PNCA, INC. ROLLING HILLS MEMORIAL PARK XXXXXX & XXXXXXX MORTUARIES CARRIAGE SERVICES OF LOUISIANA, INC. By: /s/ Xxxx Xxxxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxx Treasurer for allall Signature Page to Ratification of Guarantors – Third Amendment SCHEDULE 2.01 Commitments and Applicable Percentages Lender Total Allocation Percentage Letter of Credit Sublimit Swing Line Sublimit Bank of America, N.A. $ 70,000,000.00 36.842105263 % $ 15,000,000 $ 10,000,000 Regions Bank $ 60,000,000.00 31.578947368 % $ 0 $ 0 BBVA USA $ 35,000,000.00 18.421052632 % $ 0 $ 0 Xxxxxxx Sachs Bank USA $ 15,000,000.00 7.894736842 % $ 0 $ 0 Veritex Community Bank $ 10,000,000.00 5.263157895 % $ 0 $ 0 Totals $ 190,000,000.00 100.000000000 % $ 15,000,000 $ 10,000,000 EXHIBIT D FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: , To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of May 31, 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Carriage Services, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of the Borrower, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrower, and that: [Use following paragraph 1 for fiscal year-end financial statements]

RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing First Fourth Amendment and the Borrower’s execution, delivery and performance thereof; (b) joins the foregoing First Fourth Amendment for the purpose of consenting to and being bound by the provisions thereof; (c) acknowledges and agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this First Fourth Amendment or any of the provisions contemplated herein; (d) ratifies and confirms all of its obligations and liabilities under the Loan Documents to which it is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure the Obligations of the Borrower under the Credit Agreement, as amended pursuant to the terms of the First Fourth Amendment; and (e) acknowledges and agrees that as of the date of the foregoing First Fourth Amendment, such Guarantor (i) does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees, agents, attorneys or other representatives) under or in connection with its Guaranty and the other Loan Documents to which it is a party and (ii) has no offsets against, or defenses or counterclaims to, its Guaranty. The Guarantors: CARRIAGE CEMETERY CEMETRY SERVICES, INC. CARRIAGE CEMETERY CEMETRY SERVICES OF CALIFORNIA, INC. CARRIAGE CEMETERY CEMETRY SERVICES OF IDAHO, INC. CARRIAGE FLORIDA HOLDINGS, INC. CARRIAGE FUNERAL HOLDINGS, INC. CARRIAGE FUNERAL MANAGEMENT, INC. CARRIAGE FUNERAL SERVICES OF CALIFORNIA, INC. CARRIAGE FUNERAL SERVICES OF KENTUCKY, INC. CARRIAGE FUNERAL SERVICES OF MICHIGAN, INC. CARRIAGE HOLDING COMPANY, INC. CARRIAGE INTERNET STRATEGIES, INC. CARRIAGE LIFE EVENTS, INC. CARRIAGE MANAGEMENT, INC. CARRIAGE MERGER VI, INC. CSRE HOLDINGS, INC. PNCACARRIAGE MUNICIPAL CEMETRY SERVICES OF NEVADA, INC. CARRIAGE OPERATIONS, INC. CARRIAGE SERVICES OF TENNESSEEPENNSYLVANIA HOLDINGS, INC. Signature Page to Ratification of Guarantors - Fourth Amendment EXHIBIT 10.1 CARRIAGE MUNICIPAL CEMETERY SERVICES OF NEVADA, INC. CARRIAGE PENNSYLVANIA HOLDINGSCONNECTICUT, INC. CARRIAGE SERVICES OF CONNECTICUTLOUISIANA, INC. CARRIAGE SERVICES OF NEVADA, INC. CARRIAGE SERVICES OF NEW MEXICO, INC. CARRIAGE SERVICES OF OHIO, LLC CARRIAGE SERVICES OF OKLAHOMA, L.L.C. CARRIAGE SERVICES OF TENNESSEE, INC. CARRIAGE TEAM CALIFORNIA (CEMETERY), LLC CARRIAGE TEAM CALIFORNIA (FUNERAL), LLC CARRIAGE TEAM FLORIDA (CEMETERY), LLC CARRIAGE TEAM FLORIDA (FUNERAL), LLC CARRIAGE TEAM KANSAS, LLC XXXXXXXXXX FUNERAL HOME, INC. CFS FUNERAL SERVICES, INC. Inc. CHC INSURANCE AGENCY OF OHIO, INC. CLOVERDALE PARK, INC. COCHRANE’S CHAPEL OF THE ROSES, INC. CSI FUNERAL SERVICES OF MASSACHUSETTS, INC. CSRE HOLDINGS, INC. FORASTIERE FAMILY FUNERAL SERVICE, INC. HORIZON CREMATION SOCIETY, INC. XXXXXXX FUNERAL HOMEHOME INC. PNCA, INC. ROLLING HILLS MEMORIAL PARK XXXXXX & XXXXXXX MORTUARIES CARRIAGE SERVICES OF LOUISIANAFAIRFAX MEMORIAL FUNERAL HOME, INC. L.L.C. CALVARY MEMORIAL PARK, INCORPORATED By: /s/ Xxxx Xxxxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxx Treasurer for all

RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing First Second Amendment dated as of December 2, 2013 to which this ratification is attached, and the Borrower’s execution, delivery and performance the Parent’s execution thereof; (b) joins the foregoing First Amendment for the purpose of consenting to and being bound by the provisions thereof; , (c) acknowledges and agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this First Amendment or any of the provisions contemplated herein; (d) ratifies and confirms all of its their respective obligations and liabilities under the Loan Documents to which it any of them is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure secure, as applicable, the Obligations of the Borrower under the Credit Agreement, as amended by the Amendment; (d) acknowledges and confirms that the liens and security interests granted by such Guarantor pursuant to the terms Loan Documents are and continue to be valid and perfected first priority liens and security interests (subject only to Liens permitted under Section 7.01 of the First Credit Agreement) that secure all of the Obligations on and after the date hereof to the extent required under the Loan Documents; (g) acknowledges, affirms and agrees to each term of the Amendment; and (eh) acknowledges hereby represents and agrees warrants that as of its organizational or other governing documents have not been amended or modified in a manner adverse to the date of the foregoing First Amendment, Lenders since such Guarantor (i) does not have any claim or cause of action against documents were most recently delivered to the Administrative Agent or any Lender (or any of their respective directors, officers, employees, agents, attorneys or other representatives) under or in connection with its Guaranty and the other Loan Documents to which it is a party and (ii) has no offsets against, or defenses or counterclaims to, its GuarantyAgent. The Guarantors: CARRIAGE CEMETERY SERVICES, INC. CARRIAGE CEMETERY SERVICES OF CALIFORNIA, INC. CARRIAGE CEMETERY SERVICES OF IDAHO, INC. CARRIAGE FLORIDA HOLDINGS, INC. CARRIAGE FUNERAL HOLDINGS, INC. CARRIAGE FUNERAL MANAGEMENT, INC. CARRIAGE FUNERAL SERVICES OF CALIFORNIA, INC. CARRIAGE FUNERAL SERVICES OF KENTUCKY, INC. CARRIAGE FUNERAL SERVICES OF MICHIGAN, INC. CARRIAGE HOLDING COMPANY, INC. CARRIAGE INTERNET STRATEGIES, INC. CARRIAGE LIFE EVENTS, INC. CARRIAGE MANAGEMENT, INC. CARRIAGE MERGER VI, INC. CSRE HOLDINGS, INC. PNCA, INC. CARRIAGE OPERATIONS, INC. CARRIAGE SERVICES OF TENNESSEE, INC. CARRIAGE MUNICIPAL CEMETERY SERVICES OF NEVADA, INC. CARRIAGE PENNSYLVANIA HOLDINGS, INC. CARRIAGE SERVICES OF CONNECTICUT, INC. CARRIAGE SERVICES OF NEVADA, INC. CARRIAGE SERVICES OF NEW MEXICO, INC. CARRIAGE SERVICES OF OHIO, LLC CARRIAGE SERVICES OF OKLAHOMA, L.L.C. CARRIAGE TEAM CALIFORNIA (CEMETERY), LLC CARRIAGE TEAM CALIFORNIA (FUNERAL), LLC CARRIAGE TEAM FLORIDA (CEMETERY), LLC CARRIAGE TEAM FLORIDA (FUNERAL), LLC CARRIAGE TEAM KANSAS, LLC XXXXXXXXXX FUNERAL HOME, INC. CFS FUNERAL SERVICES, INC. CHC INSURANCE AGENCY OF OHIO, INC. CLOVERDALE PARK, INC. COCHRANE’S CHAPEL OF THE ROSES, INC. CSI FUNERAL SERVICES OF MASSACHUSETTS, INC. FORASTIERE FAMILY FUNERAL SERVICE, INC. HORIZON CREMATION SOCIETY, INC. XXXXXXX FUNERAL HOME, INC. ROLLING HILLS MEMORIAL PARK XXXXXX & XXXXXXX MORTUARIES CARRIAGE SERVICES OF LOUISIANA, INCENTERCOM COMMUNICATIONS CORP. By: /s/ Xxxx Xxxxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxx Treasurer for allXxxxxx X. Xxxxx, XX Name: Xxxxxx X. Xxxxx, XX Title: Senior Vice President DELAWARE EQUIPMENT HOLDINGS, LLC ENTERCOM AUSTIN, LLC ENTERCOM BOSTON, LLC ENTERCOM BUFFALO LICENSE, LLC ENTERCOM BUFFALO, LLC ENTERCOM CALIFORNIA, LLC ENTERCOM DENVER, LLC ENTERCOM GAINESVILLE, LLC ENTERCOM GREENSBORO, LLC ENTERCOM GREENVILLE, LLC ENTERCOM INDIANAPOLIS, LLC ENTERCOM KANSAS CITY, LLC ENTERCOM LICENSE, LLC ENTERCOM MADISON, LLC ENTERCOM MEMPHIS, LLC ENTERCOM MILWAUKEE, LLC ENTERCOM NEW ORLEANS LICENSE, LLC ENTERCOM NEW ORLEANS, LLC ENTERCOM NEW YORK, INC. ENTERCOM NORFOLK, LLC ENTERCOM PORTLAND, LLC ENTERCOM PROPERTIES, LLC ENTERCOM PROVIDENCE, LLC ENTERCOM ROCHESTER LICENSE, LLC ENTERCOM ROCHESTER, LLC ENTERCOM SEATTLE, LLC ENTERCOM SPRINGFIELD, LLC ENTERCOM WICHITA, LLC ENTERCOM XXXXXX-XXXXX SCRANTON, LLC SMARTREACH DIGITAL, LLC By: /s/ Xxxxxx X. Xxxxx, XX Name: Xxxxxx X. Xxxxx, XX Title: Senior Vice President ENTERCOM INCORPORATED By: /s/ Xxxxxx X. Xxxxx, XX Name: Xxxxxx X. Xxxxx, XX Title: President EXHIBIT A CONSENT TO SECOND AMENDMENT CONSENT TO SECOND AMENDMENT (this “Consent”) to the Second Amendment (“Amendment”), dated as of December 2, 2013, to that certain Credit Agreement, dated as of November 23, 2011 (the “Credit Agreement”), (a) ENTERCOM RADIO, LLC (the “Borrower”), a Delaware limited liability company, (b) ENTERCOM COMMUNICATIONS CORP. (the “Parent”), a Pennsylvania corporation, (c) certain Lenders from time to time party thereto and (d) BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Amendment. The undersigned Term B-1 Lender hereby irrevocably and unconditionally approves the Amendment and consents as follows (check ONE option): Cashless Settlement Option • to convert 100% of the outstanding principal amount of the Term B-1 Loan held by such Lender (or such lesser amount allocated to such Lender by the Arrangers) into a Term B-2 Loan in a like principal amount. Post-Closing Settlement Option • to have 100% of the outstanding principal amount of the Term B-1 Loan held by such Lender prepaid on the Second Amendment Effective Date and purchase by assignment a principal amount of Term B-2 Loans committed to separately by the undersigned (or such lesser amount allocated to such Lender by the Arrangers).

RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing First Amendment and the Borrower’s execution, delivery and performance execution thereof; (b) joins the foregoing First Amendment for the purpose of consenting to and being bound by the provisions thereof; , (c) acknowledges and agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this First Amendment or any of the provisions contemplated herein; (d) ratifies and confirms all of its obligations and liabilities under the Loan Documents to which it is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure the Obligations of the Borrower under the Credit Agreement, as amended pursuant to the terms of the First Amendment; and (ed) acknowledges and agrees that as of the date of the foregoing First Amendment, such Guarantor (i) does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees, agents, attorneys or other representatives) under or in connection with its Guaranty the Credit Agreement and the other Loan Documents to which it is a party Documents; and (iie) has no offsets againstacknowledges, affirms and agrees that such Guarantor does not have any defense, claim, cause of action, counterclaim, offset or defenses right of recoupment of any kind or counterclaims tonature against any of its obligations, its Guarantyindebtedness or liabilities to the Administrative Agent or any Lender, in each case under or in connection with the Credit Agreement and the other Loan Documents. The Guarantors: CARRIAGE CEMETERY SERVICES, INC. CARRIAGE CEMETERY SERVICES OF CALIFORNIA, INC. CARRIAGE CEMETERY SERVICES OF IDAHO, INC. CARRIAGE FLORIDA HOLDINGS, INC. CARRIAGE FUNERAL HOLDINGS, INC. CARRIAGE FUNERAL MANAGEMENT, INC. CARRIAGE FUNERAL SERVICES OF CALIFORNIA, INC. CARRIAGE FUNERAL SERVICES OF KENTUCKY, INC. CARRIAGE FUNERAL SERVICES OF MICHIGAN, INC. CARRIAGE HOLDING COMPANY, INC. CARRIAGE INSURANCE AGENCY OF MASSACHUSETTS, INC. CARRIAGE INTERNET STRATEGIES, INC. CARRIAGE LIFE EVENTS, INC. CARRIAGE MANAGEMENT, INC. (formerly Carriage Management, L.P.) CARRIAGE MERGER VI, INC. CSRE HOLDINGS, INC. PNCACARRIAGE MERGER VIII, INC. CARRIAGE OPERATIONSMERGER IX, INC. CARRIAGE SERVICES OF TENNESSEEMERGER X, INC. Signature Page to Seventh Amendment to Credit Agreement CARRIAGE MUNICIPAL CEMETERY SERVICES OF NEVADA, INC. CARRIAGE PENNSYLVANIA HOLDINGS, INC. CARRIAGE SERVICES OF CONNECTICUT, INC. CARRIAGE SERVICES OF NEVADA, INC. CARRIAGE SERVICES OF NEW MEXICO, INC. CARRIAGE SERVICES OF OHIO, LLC CARRIAGE SERVICES OF OKLAHOMA, L.L.C. CARRIAGE TEAM CALIFORNIA (CEMETERY), LLC CARRIAGE TEAM CALIFORNIA (FUNERAL), LLC CARRIAGE TEAM FLORIDA (CEMETERY), LLC CARRIAGE TEAM FLORIDA (FUNERAL), LLC CARRIAGE TEAM KANSAS, LLC XXXXXXXXXX FUNERAL HOME, INC. CFS FUNERAL SERVICES, INC. CHC INSURANCE AGENCY OF OHIO, INC. CLOVERDALE PARK, INC. COCHRANE’S CHAPEL OF THE ROSES, INC. CSI FUNERAL SERVICES OF MASSACHUSETTS, INC. FORASTIERE FAMILY FUNERAL SERVICE, INC. HORIZON CREMATION SOCIETY, INC. XXXXXXX FUNERAL HOME, INC. ROLLING HILLS MEMORIAL PARK XXXXXX & XXXXXXX MORTUARIES CARRIAGE SERVICES OF LOUISIANA, INC. By: /s/ Xxxx Xxxxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxx Treasurer for allSignature Page to Seventh Amendment to Credit Agreement Annex I [See Attached] Annex I to Seventh Amendment to Credit Agreement Annex II [See Attached]

RATIFICATION OF GUARANTORS. Each of the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing First Amendment Consent and the Borrower’s execution, delivery and performance thereof; (b) joins the foregoing First Amendment Consent for the purpose of consenting to and being bound by the provisions thereof; (c) acknowledges and agrees that its obligations in respect of its Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this First Amendment Consent or any of the provisions contemplated herein; (d) ratifies and confirms all of its obligations and liabilities under the Loan Documents to which it is a party and ratifies and confirms that such obligations and liabilities extend to and continue in effect with respect to, and continue to guarantee and secure the Obligations of the Borrower under the Credit Agreement, as amended affected pursuant to the terms of the First AmendmentConsent; and (e) acknowledges and agrees that as of the date of the foregoing First AmendmentConsent, such Guarantor (i) does not have any claim or cause of action against the Administrative Agent or any Lender (or any of their respective directors, officers, employees, agents, attorneys or other representatives) under or in connection with its Guaranty and the other Loan Documents to which it is a party and (ii) has no offsets against, or defenses or counterclaims to, its Guaranty. The Guarantors: CARRIAGE CEMETERY SERVICESCarriage Cemetery Services, INC. CARRIAGE CEMETERY SERVICES OF CALIFORNIAInc. Carriage Cemetery Services of California, INC. CARRIAGE CEMETERY SERVICES OF IDAHOInc. Carriage Cemetery Services of Idaho, INC. CARRIAGE FLORIDA HOLDINGSInc. Carriage Florida Holdings, INC. CARRIAGE FUNERAL HOLDINGSInc. Carriage Funeral Holdings, INC. CARRIAGE FUNERAL MANAGEMENTInc. Carriage Funeral Management, INC. CARRIAGE FUNERAL SERVICES OF CALIFORNIAInc. Carriage Funeral Services of California, INC. CARRIAGE FUNERAL SERVICES OF KENTUCKYInc. Carriage Funeral Services of Kentucky, INC. CARRIAGE FUNERAL SERVICES OF MICHIGANInc. Carriage Funeral Services of Michigan, INC. CARRIAGE HOLDING COMPANYInc. Carriage Holding Company, INC. CARRIAGE INTERNET STRATEGIESInc. Carriage Internet Strategies, INC. CARRIAGE LIFE EVENTSInc. Carriage Life Events, INC. Inc. CARRIAGE MANAGEMENT, INC. CARRIAGE MERGER Carriage Merger VI, INC. CSRE HOLDINGSInc. Carriage Municipal Cemetery Services of Nevada, INC. PNCAInc. carriage operations, INC. CARRIAGE OPERATIONSInc. Carriage Pennsylvania Holdings, INC. CARRIAGE SERVICES OF TENNESSEEInc. Carriage Services of Connecticut, INC. CARRIAGE MUNICIPAL CEMETERY SERVICES OF NEVADA, INC. CARRIAGE PENNSYLVANIA HOLDINGS, INC. CARRIAGE SERVICES OF CONNECTICUT, INC. CARRIAGE SERVICES OF NEVADA, INC. CARRIAGE SERVICES OF NEW MEXICO, INC. CARRIAGE SERVICES OF OHIO, LLC CARRIAGE SERVICES OF OKLAHOMA, L.L.C. CARRIAGE TEAM CALIFORNIA (CEMETERY), LLC CARRIAGE TEAM CALIFORNIA (FUNERAL), LLC CARRIAGE TEAM FLORIDA (CEMETERY), LLC CARRIAGE TEAM FLORIDA (FUNERAL), LLC CARRIAGE TEAM KANSAS, LLC XXXXXXXXXX FUNERAL HOME, INC. CFS FUNERAL SERVICES, INC. CHC INSURANCE AGENCY OF OHIO, INC. CLOVERDALE PARK, INC. COCHRANE’S CHAPEL OF THE ROSES, INC. CSI FUNERAL SERVICES OF MASSACHUSETTS, INC. FORASTIERE FAMILY FUNERAL SERVICE, INC. HORIZON CREMATION SOCIETY, INC. XXXXXXX FUNERAL HOME, INC. ROLLING HILLS MEMORIAL PARK XXXXXX & XXXXXXX MORTUARIES Inc. CARRIAGE SERVICES OF LOUISIANA, INC. Carriage Services of Nevada, Inc. Carriage Services of New Mexico, Inc. Carriage Services of Ohio, LLC Carriage Services of Oklahoma, L.L.C. Carriage services of tennessee, inc. Carriage Team California (Cemetery), LLC Carriage Team California (Funeral), LLC Carriage Team Florida (Cemetery), LLC Carriage Team Florida (Funeral), LLC Carriage Team Kansas, LLC Xxxxxxxxxx Funeral Home, Inc. CFS Funeral Services, Inc. CHC Insurance Agency of Ohio, Inc. Cloverdale Park, Inc. Cochrane’s Chapel of the Roses, Inc. CSI Funeral Services of Massachusetts, Inc. CSRE HOLDINGS, INC. Forastiere Family Funeral Service, Inc. Horizon Cremation Society, Inc. Xxxxxxx Funeral Home, Inc. PNCA, INC. Rolling Hills Memorial Park Xxxxxx & Xxxxxxx Mortuaries FAIRFAX MEMORIAL FUNERAL HOME, L.L.C. CALVARY MEMORIAL PARK, INCORPORATED By: /s/ Xxxx Xxxxxxxx Xxxxx Xxxx Xxxxxxxx Xxxxx Treasurer for allXxxxx