Extract to table

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement

"Change of Control" means any direct or indirect transfer, assignment, sale, pledge, encumbrance, or other disposition (whether voluntary or involuntary, by operation of law or otherwise) of equity interests in IHDC or the Borrower resulting in Ridgeline Capital Partners Fund IV, LP (directly or indirectly through RCP Digital Holdings LLC) ceasing to hold at least fifty-one percent (51%) of the equity interests in the Borrower or IHDC, which definition shall be consistent with the corresponding definition set forth in the Loan Agreement

"Loan-to-Cost Ratio" or "LTC Ratio" means, at any time of determination, the ratio of (i) the aggregate outstanding principal balance of the Construction Loan (plus any unfunded but committed amounts drawn on a pro forma basis in connection with the applicable draw request) to (ii) total Project costs incurred as of such date, which ratio shall not exceed sixty-five percent (65%) at any time

0%) of the Total Project Budget shall be funded through the Construction Loan

8 billion in total committed capital from its limited partners, to satisfy the Equity Commitment in full, and that no consent of its limited partners beyond that already obtained is required to fund the Equity Commitment contemplated hereby