Extract to table

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Redemption Agreement

For the avoidance of doubt, any representation or warranty that is qualified by "materiality," "material adverse effect," or similar qualifications shall be true and correct in all respects (without duplication of such materiality qualifiers)

PCG has obtained, and has delivered to MSH (or MSH's counsel), the written consent of Gulf Atlantic National Bank (the "Lender Consent Letter"), dated June 21, 2024, executed by Christine Delacroix, Senior Vice President, Commercial Real Estate Lending, on behalf of GANB, consenting to: (i) the transfer and redemption of MSH's thirty-five percent (35%) membership interest in PGV to and by PCG (or PGV, as applicable), such that following the Closing, PCG shall be the sole member of PGV; and (ii) the incremental draw of Thirty Million Eight Hundred Fifty Thousand Dollars ($30,850,000

2 This Certificate is delivered solely in connection with, and for the purposes of satisfying the conditions to Closing set forth in, the Redemption Agreement, and shall not be deemed to create any rights or obligations other than as expressly set forth herein or in the Redemption Agreement