Contract analysis

Section 1 — Definitions As used in this Consent and Waiver, the following terms shall have the following meanings: "Consent and Waiver" means this Consent and Waiver, dated as of [●], 2022, among the Borrower, the Guarantors, and the Administrative Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "Consent Effective Date" means the

Section 2 — Consent 2.1 Consent to the IPO and Change of Control. The Administrative Agent, acting at the direction of the Required Lenders, hereby consents to the IPO Transactions and agrees that the consummation of the IPO Transactions shall not constitute a "Change of Control" (as defined in the Credit Agreement) or trigger any mandatory prepayment obligation, Default, Event of Default, or other adverse consequenc

Section 3 — Waiver 3.1 Waiver of Default. The Administrative Agent, acting at the direction of the Required Lenders, hereby waives any Default or Event of Default under the Credit Agreement that would arise solely as a result of the consummation of the IPO Transactions (including, without limitation, any Default or Event of Default arising under (a) the Change of Control provision set forth in Section [●] of the Cred

Section 4 — Conditions to Effectiveness The consent and waiver set forth in Sections 2 and 3 hereof shall become effective on the Consent Effective Date, which shall be the first date on which each of the following conditions has been satisfied (or waived by the Administrative Agent in writing): 4.1 Execution and Delivery. The Administrative Agent shall have received a counterpart of this Consent and Waiver duly exec

Section 5 — Representations and Warranties of the Borrower The Borrower hereby represents and warrants to the Administrative Agent and each Lender, as of the date hereof and as of the Consent Effective Date, as follows: 5.1 Organization and Good Standing. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Borrower's principal executive off

Section 6 — Covenants The Borrower hereby covenants and agrees with the Administrative Agent and each Lender as follows: 6.1 Notice of IPO Pricing and Closing. The Borrower shall promptly (and in any event within one (1) Business Day) notify the Administrative Agent in writing of (a) the pricing of the IPO (including the actual offering price per share, the number of shares offered, and the aggregate offering size),

Section 7 — Effect on Credit Agreement 7.1 Ratification and Confirmation. Except as expressly modified by this Consent and Waiver, the Credit Agreement and all other Loan Documents remain in full force and effect and are hereby ratified and confirmed in all respects. Each reference in the Credit Agreement to "this Agreement," "herein," "hereof," "hereby," "hereunder," or words of similar import, and each reference in

Section 8 — Reaffirmation by Guarantors Each of CBR Holdings LLC and Calloway-Briggs Operating Company LLC, and each other Guarantor party hereto (each, a "Reaffirming Guarantor"), hereby: (a) acknowledges receipt of a copy of this Consent and Waiver and acknowledges and consents to the terms and provisions hereof; (b) confirms and agrees that, notwithstanding the effectiveness of this Consent and Waiver, the Guarant

Section 9 — Miscellaneous 9.1 Governing Law. THIS CONSENT AND WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF