(b) Borrower has requested Bank’s consent in connection with the Project Ramsey Transactions. Pursuant to Section 7.3 of the Loan Agreement, Bank hereby consents to the Project Ramsey Transactions and agrees that the Project Ramsey Transactions shall constitute “Permitted Investments” for all purposes under the Loan Agreement, subject to the satisfaction of the conditions set forth in Section 9 hereof and subject to the following: i. The Project Ramsey Transactions shall be consummated substantially in accordance with the Merger Agreement, and the Merger Agreement shall not be materially amended, restated, supplemented or modified without Bank’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; ii. All material stated conditions set forth in the Merger Agreement shall have been satisfied and not waived without Bank’ s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; and iii. Borrower shall supply to Bank written evidence of the consummation of the Project Ramsey Transactions. (c) Borrower shall within 60 days (or such longer period of time as agreed to by Bank in its sole discretion) following the “Effective Time” under the Merger Agreement (i) pledge to Bank 100% of the capital stock of New Subsidiary in accordance with Section 6.9 of the Loan Agreement, (ii) cause New Subsidiary to become a co-borrower under the Loan Agreement in accordance with Section 6.9 of the Loan Agreement and (iii) execute, and cause New Subsidiary to execute, such amendments, assumption documents, security agreements, and related documents and agreements as Bank shall reasonably request in order to effectuate the foregoing. Failure to take the actions describe d in this paragraph 2(c) within the timeframes set forth herein shall constitute an immediate Event of Default under the Loan Agreement. (d) This Consent is effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (i) be a consent to any amendment, waiver or modificati on of any other term or condition of the Loan Agreement or any other Loan Document (except as specifically set forth herein), or (ii) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connectio n with the Loan Agreement or any other Loan Document. 3. Amendment . The Loan Agreement is hereby amended, as follows: (a) Section 6.7 of the Loan Agreement is hereby amended and restated in its entirety , as follows: 6.7. Financial Covenants . Borrower shall at all times maintain the following financial ratios and covenants: (a) Minimum EBITDA . Measure d monthly and calculated on a trailing-three-months basis, Borrower shall achieve EBITDA of at least the amounts shown in the table immediately below for the corresponding reporting periods. Reporting Period Ending Minimum EBITDA January 31, 2022 $4,000,000