Contract analysis

Section 1: Background of the Requested Consents 1.1 The Redemption Transaction Lender has been informed that PCG and MSH have entered into that certain Membership Interest Redemption Agreement dated as of May 20, 2024 (the "Redemption Agreement"), a copy of which has been delivered to Lender and is attached hereto as Exhibit A. Pursuant to the Redemption Agreement, PCG will purchase, acquire, and redeem MSH's entire

Section 2: Consent to Transfer of Membership Interest Subject to the satisfaction of the conditions set forth in Section 4 below, Lender hereby consents to the transfer by MSH to PCG of MSH's thirty-five percent (35%) membership interest in PGV, on and subject to each of the following terms and conditions: (a) Effectuation of Transfer. The transfer of the Redeemed Interest shall be effected solely pursuant to and in

Section 3: Approval of Incremental Revolving Credit Draw Subject to the satisfaction of the conditions set forth in Section 4 below, Lender hereby approves the Incremental Draw of Thirty Million Eight Hundred Fifty Thousand and No/100 Dollars ($30,850,000.00) on PGV's Revolving Credit Facility under the Loan Agreement, on and subject to each of the following terms and conditions: (a) Timing of Draw. The Incremental D

Section 4: Conditions to Effectiveness of Consents The Consents granted herein shall not become effective until each of the following conditions (collectively, the "Conditions Precedent") shall have been satisfied to Lender's reasonable satisfaction, or waived by Lender in writing in its sole discretion: (a) Redemption Agreement. Lender shall have received a fully executed counterpart original (or certified true copy

Section 5: Representations and Acknowledgments of Borrower and PCG By countersigning this Consent Letter in the spaces provided below, Borrower (acting through its Manager, PCG) and PCG each hereby represent, warrant, and acknowledge to Lender as follows: (a) Accuracy of Representations and Warranties. All representations and warranties of Borrower set forth in the Loan Agreement and all other loan documents are true

Section 6: Reservation of Rights Except as expressly set forth in this Consent Letter, nothing contained herein shall be construed or deemed to amend, modify, waive, supplement, or supersede any term, provision, condition, covenant, representation, warranty, or agreement set forth in the Loan Agreement or any other loan document executed in connection therewith. All terms, conditions, covenants, representations, warr

Section 7: Miscellaneous Provisions 7.1 Governing Law This Consent Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida, without giving effect to any choice-of-law or conflict-of-law provisions that would cause the application of the laws of any jurisdiction other than the State of Florida. Each of the parties hereto irrevocably submits to the exclusive jurisdic