Extract to table

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Ridgeline Fund IV hereby agrees as follows: Unless otherwise defined herein, capitalized terms used in this Side Letter shall have the meanings ascribed to such terms in the Loan Agreement

Ridgeline Fund IV shall, upon the reasonable request of the Administrative Agent (subject to the confidentiality provisions set forth in Section 5

(b) Ridgeline Fund IV acknowledges and agrees that any Transfer that would result in a "Change of Control" (as defined in the Loan Agreement) shall constitute a mandatory prepayment event under the Loan Agreement

Any issuance of additional membership interests in IHDC to the Management Incentive Pool or any other person that would cause Ridgeline Fund IV's indirect interest in IHDC to fall below fifty-one percent (51%) shall be subject to the prior written consent of the Administrative Agent

Evidence of such funding shall be provided to the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent

Each such contribution shall be made as an equity contribution (and not as a loan or other indebtedness) unless otherwise consented to in writing by the Administrative Agent