Exhibit 10.2


 


THIRD
Amendment


to
SECOND AMENDED AND RESTATED


Loan
and security agreement


 


This
Third Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of
October 31, 2017, by and between Silicon Valley Bank (“Bank”) and Sensus Healthcare, Inc. (f/k/a Sensus Healthcare,
LLC), a Delaware corporation (“Borrower”), whose address is 851 Broken Sound Parkway NW, Suite 215, Boca Raton, FL
33487.


 


Recitals


 


A.            Bank
and Borrower have entered into that certain Second Amended and Restated Loan and Security Agreement dated as of September 21,
2016 (as the same has been and may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).


 


B.            Bank
has extended credit to Borrower for the purposes permitted in the Loan Agreement.


 


C.            Borrower
has requested that Bank amend the Loan Agreement to (i) increase the size of the Revolving Line, (ii) extend the maturity date
of the Revolving Line, and (iii) make certain other revisions to the Loan Agreement as more fully set forth herein.


 


D.            Bank
has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject
to the conditions and in reliance upon the representations and warranties set forth below.


 


Agreement


 


Now,
Therefore, in consideration of the foregoing
recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to
be legally bound, the parties hereto agree as follows:


 


1.            Definitions.
Capitalized terms used but not defined in this Amendment shall
have the meanings given to them in the Loan Agreement.


 


2.            Amendments
to Loan Agreement.


 


2.1         Section
2.1.1 (Revolving Advances). Section 2.1.1(a) is deleted in its entirety and replaced with the following:


 


(a)       Availability.
Subject to the terms and conditions of this Agreement and to deduction of Reserves, Bank shall make Advances not exceeding the
Availability Amount. Amounts borrowed under the Revolving Line may be repaid and, prior to the Revolving Line Maturity Date, reborrowed,
subject to the applicable terms and conditions precedent herein. 


 






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2.2         Section
2.2 (Overadvances). Section 2.2 is deleted in its entirety and replaced with the following:


 


2.2         Overadvances.
If, at any time, the outstanding principal amount of the aggregate Advances exceeds the lesser of either (a) the Revolving Line
or (b) (i) the Borrowing Base plus (ii) the Non-Formula Amount, Borrower shall immediately pay to Bank in cash the amount of such
excess (such excess, the “Overadvance”). Without limiting Borrower’s obligation to repay Bank any Overadvance,
Borrower agrees to pay Bank interest on the outstanding amount of any Overadvance, on demand, at a per annum rate equal to the
rate that is otherwise applicable to Advances plus five percent (5.00%). 


 


2.3          Section
2.3 (Payment of Interest on the Credit Extensions). Section 2.3(a) is deleted in its entirety and replaced with the following:


 


(a)           Interest
Rate.


 


(i)       Advances.
Subject to Section 2.3(b), the principal amount outstanding under the Revolving Line (other than Non-Formula Advances) shall accrue
interest at a floating per annum rate equal to (i) during any Streamline Period, three-quarters of one percentage point (0.75%)
above the Prime Rate, and (ii) during any Non-Streamline Period, one and one-half percentage points (1.50%) above the Prime Rate,
in either case, which interest shall be payable monthly in accordance with Section 2.3(d) below.


 


(ii)       Non-Formula
Advances. Subject to Section 2.3(b), the outstanding principal amount of the Non-Formula Advances shall accrue interest at
a floating per annum rate equal to one and one-half percentage points (1.50%) above the Prime Rate, which interest shall be payable
monthly in accordance with Section 2.3(d) below.


 


2.4         Section
2.4 (Fees). Subsection (e) of Section 2.4 is re-lettered to be subsection (f) and the following new subsection (e) is hereby
inserted immediately following subsection (d):


 


(e)          Revolving
Line Facility Fee. A non-refundable facility fee of Thirty-Three Thousand Dollars ($33,000), fully earned as of the Third
Amendment Effective Date, and payable as follows: (i) Sixteen Thousand Five Hundred Dollars ($16,500), shall be due and payable
on the Third Amendment Effective Date, and (ii) Sixteen Thousand Five Hundred Dollars ($16,500), shall be due and payable on the
first anniversary of the Third Amendment Effective Date (or any earlier termination of the Revolving Line);


 


2.5         Section
2.6 (Lockbox; Account Collection Services). Subsection (c) of Section 2.6 is amended by adding the phrase “subject
to Bank’s right to maintain a reserve pursuant to Section 6.3(g),” immediately after the phrase “Following the
Lockbox Triggering Event,” in the first sentence thereof.


 






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2.6         Section
3.2 (Conditions Precedent to all Credit Extensions). Sections 3.2(a) and (b) are deleted in their entirety and replaced
with the following:


 


(a)          timely
receipt of the Credit Extension request and any materials and documents required by Section 3.4;


 


(b)          the
representations and warranties in this Agreement shall be true, accurate, and complete in all material respects on the date of
the proposed Credit Extension and on the Funding Date of each Credit Extension; provided, however, that such materiality qualifier
shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text
thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true,
accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing
or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the
representations and warranties in this Agreement remain true, accurate, and complete in all material respects; provided, however,
that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified
by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific
date shall be true, accurate and complete in all material respects as of such date; and”


 


2.7         Section
3.4 (Procedures for Borrowing). Section 3.4 is deleted in its entirety and replaced with the following:


 


3.4         Procedures
for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of an Advance set forth
in this Agreement, to obtain an Advance, Borrower (via an individual duly authorized by an Administrator) shall notify Bank (which
notice shall be irrevocable) by electronic mail by 12:00 p.m. Pacific time on the Funding Date of the Advance. Such notice shall
be made by Borrower through Bank’s online banking program, provided, however, if Borrower is not utilizing Bank’s
online banking program, then such notice shall be in a written format acceptable to Bank that is executed by an Authorized Signer.
Bank shall have received satisfactory evidence that the Board has approved that such Authorized Signer may provide such notices
and request Advances. In connection with any such notification, Borrower must promptly deliver to Bank by electronic mail or through
Bank’s online banking program such reports and information, including without limitation, sales journals, cash receipts
journals, accounts receivable aging reports, as Bank may request in its sole discretion. Bank shall credit proceeds of an Advance
to the Designated Deposit Account. Bank may make Advances under this Agreement based on instructions from an Authorized Signer
or without instructions if the Advances are necessary to meet Obligations which have become due.


 


2.8         Section
5.3 (Accounts Receivable). Section 5.3(b) is amended by deleting “Transaction Report” in the second sentence thereof
and substituting “Borrowing Base Report” therefor.


 






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2.9         Section
6.2 (Financial Statements, Reports, Certificates). Section 6.2(a) is deleted in its entirety and replaced with the
following:


 


(a)          a
Borrowing Base Report (and any schedules related thereto and including a detailed accounts receivable ledger and any other information
requested by Bank with respect to Borrower’s Accounts) within thirty (30) days after the end of each month;


 


2.10       Section
6.3 (Accounts Receivable). Section 6.3(e) is deleted in its entirety and replaced with the following:


 


(e)          Verifications;
Confirmations; Credit Quality; Notifications. Bank may, from time to time, (i) verify and confirm directly with the respective
Account Debtors the validity, amount and other matters relating to the Accounts, either in the name of Borrower or Bank or such
other name as Bank may choose, and notify any Account Debtor of Bank’s security interest in such Account and/or (ii) conduct
a credit check of any Account Debtor to approve any such Account Debtor’s credit.


 


2.11       Section
6.3 (Accounts Receivable). Section 6.3 is hereby amended by inserting the following appearing as subsection (g) thereto:


 


(g)          Reserves.
Notwithstanding any terms in this Agreement to the contrary, at times when an Event of Default exists, Bank may hold any proceeds
of the Accounts and any amounts in the Lockbox that are not applied to the Obligations pursuant to Section 2.6(c) above (including
amounts otherwise required to be transferred to the Designated Deposit Account when a Streamline Period is in effect) as a reserve
to be applied to any Obligations regardless of whether such Obligations are then due and payable.


 


2.12       Section
6.13 (Online Banking). Section 6.13 is hereby inserted immediately following Section 6.12:


 


6.13       Online
Banking.


  


(a)       Utilize
Bank’s online banking platform for all matters requested by Bank which shall include, without limitation (and without request
by Bank for the following matters), uploading information pertaining to Accounts and Account Debtors, requesting approval for
exceptions, requesting Credit Extensions, and uploading financial statements and other reports required to be delivered by this
Agreement (including, without limitation, those described in Section 6.2 of this Agreement).


 


(b)       Comply
with the terms of the “Banking Terms and Conditions” and ensure that all persons utilizing the online banking platform
are duly authorized to do so by an Administrator. Bank shall be entitled to assume the authenticity, accuracy and completeness
on any information, instruction or request for a Credit Extension submitted via the online banking platform and to further assume
that any submissions or requests made via the online banking platform have been duly authorized by an Administrator.


 


2.13       Section
8.2 (Covenant Default). Section 8.2(a) is amended by deleting “or 6.10(b)” and substituting “6.10(b),
or 6.13” therefor.


 






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2.14       Section
13 (Definitions). The following terms and their respective definitions set forth in Section 13.1 are deleted in their
entirety and replaced with the following:


 


“Availability
Amount” is (a) the lesser of (i) the Revolving Line or (ii) (A) the Borrowing Base plus (B) the Non-Formula Amount,
minus (b) the outstanding principal balance of any Advances. Any Advances made in excess of the Borrowing Base shall be deemed
to be “Non-Formula Advances”.


 


“Borrowing
Base” is eighty percent (80%) of Eligible Accounts, as determined by Bank from Borrower’s most recent Borrowing
Base Report (and as may subsequently be updated by Bank based upon information received by Bank including, without limitation,
Accounts that are paid and/or billed following the date of the Borrowing Base Report); provided, however, that Bank has the right
to decrease the foregoing percentage in its good faith business judgment to mitigate the impact of events, conditions, contingencies,
or risks which may adversely affect the Collateral or its value.


 


“Prime
Rate” is the rate of interest per annum from time to time published in the money rates section of The Wall Street
Journal or any successor publication thereto as the “prime rate” then in effect; provided that, in the event such
rate of interest is less than zero, such rate shall be deemed to be zero for purposes of this Agreement; and provided further
that if such rate of interest, as set forth from time to time in the money rates section of The Wall Street Journal, becomes
unavailable for any reason as determined by Bank, the “Prime Rate” shall mean the rate of interest per annum announced
by Bank as its prime rate in effect at its principal office in the State of California (such Bank announced Prime Rate not being
intended to be the lowest rate of interest charged by Bank in connection with extensions of credit to debtors); provided that,
in the event such rate of interest is less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Revolving
Line” is an aggregate principal amount equal to Five Million Dollars ($5,000,000).


 


“Revolving
Line Maturity Date” is the second anniversary of the Third Amendment Effective Date.


 


2.15       Section
13 (Definitions). The preamble in the definition of Eligible Accounts set forth in Section 13.1 is deleted in its entirety
and replaced with the following:


 


“Eligible
Accounts” means Accounts owing to Borrower which arise in the ordinary course of Borrower’s business that meet
all Borrower’s representations and warranties in Section 5.3, that have been, at the option of Bank, confirmed in accordance
with Section 6.3(e) of this Agreement, and are due and owing from Account Debtors deemed creditworthy by Bank in its good faith
business judgment. Bank reserves the right at any time after the Effective Date to adjust any of the criteria set forth below
and to establish new criteria in its good faith business judgment. Unless Bank otherwise agrees in writing, Eligible Accounts
shall not include:


 






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2.16       Section
13 (Definitions). Clause (v) of the defined term “Eligible Accounts” in Section 13.1 is amended by deleting
“except for [* * *], and [* * *]” and replacing such phrase with “except for [* * *], [* * *], and [* * *]”.


 


2.17       Section
13 (Definitions). The following new defined terms are hereby inserted alphabetically in Section 13.1:


 


“Administrator”
is an individual that is named:


 


(a)
       as an “Administrator” in the “SVB Online Services” form completed
by Borrower with the authority to determine who will be authorized to use SVB Online Services (as defined in the “Banking
Terms and Conditions”) on behalf of Borrower; and


 


(b)
       as an Authorized Signer of Borrower in an approval by the Board.


 


“Board”
is Borrower’s Board of Directors.


 


“Borrowing
Base Report” is that certain report of the value of certain Collateral in the form specified by Bank to Borrower from
time to time.


 


“Non-Formula
Advance” is defined in the definition of Availability Amount.


 


“Non-Formula
Amount” is an amount equal to (a) at all times that Borrower maintains an Adjusted Quick Ratio, tested monthly, of at
least 1.50 to 1.00, Two Million Five Hundred Thousand Dollars ($2,500,000), and (b) at all times that Borrower maintains an Adjusted
Quick Ratio, tested monthly, of less than 1.50 to 1.00, Zero Dollars ($0).


 


“Third
Amendment Effective Date” is October 31, 2017.


 


2.18       Section
13 (Definitions). The following defined term set forth in Section 13.1 is deleted in its entirety:


 


“Transaction
Report”


 


2.19       Exhibit
B (Compliance Certificate). The Compliance Certificate appearing as Exhibit B to the Loan Agreement is deleted
in its entirety and replaced with the Compliance Certificate attached as Exhibit B attached hereto.


 


2.20       Exhibit
C. The Transaction Report (as defined in the Loan Agreement until the date of this Amendment) appearing as Exhibit
C to the Loan Agreement is deleted in its entirety and replaced with the following: “Exhibit C –
Intentionally Omitted”.


 


*
* * Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to this omitted information.


 






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3.            Limitation
of Amendments.


 


3.1         The
amendments set forth in Section 2, above, are effective for the purposes set forth herein and shall be limited precisely as written
and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan
Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection
with any Loan Document.


 


3.2         This
Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed
and shall remain in full force and effect.


 


4.            Representations
and Warranties. To induce Bank to enter into this Amendment,
Borrower hereby represents and warrants to Bank as follows:


 


4.1          Immediately
after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate
and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to
an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is continuing;


 


4.2          Borrower
has the power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as
amended by this Amendment;


 


4.3         The
organizational documents of Borrower most recently delivered to Bank remain true, accurate and complete and have not been amended,
supplemented or restated and are and continue to be in full force and effect;


 


4.4         The
execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement,
as amended by this Amendment, have been duly authorized by all necessary action on the part of Borrower;


 


4.5         The
execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement,
as amended by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any
contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental
or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;


 


4.6         The
execution and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement,
as amended by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing,
recording or registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding
on Borrower, except as already has been obtained or made; and


 






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4.7         This
Amendment has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower
in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation,
moratorium or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.


 


5.            Ratification
of Perfection Certificate. Borrower hereby ratifies, confirms
and reaffirms, all and singular, the terms and disclosures contained in a certain Perfection Certificate dated on or about September
14, 2016, and acknowledges, confirms and agrees that the disclosures and information Borrower provided to Bank in such Perfection
Certificate have not changed, as of the date hereof.


 


6.            Integration.
This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations
or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the
subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.


 


7.            Counterparts.
This Amendment may be executed in any number of counterparts
and all of such counterparts taken together shall be deemed to constitute one and the same instrument.


 


8.            Effectiveness.
This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party hereto,
(b) Borrower’s payment of the revolving line facility fee in an amount equal to Sixteen Thousand Five Hundred Dollars ($16,500)
pursuant to Section 2.4(e)(i) of the Loan Agreement (as amended hereby), and (c) payment of Bank’s legal fees and expenses
in connection with the negotiation and preparation of this Amendment.


 


[Signature
page follows.]


 




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In
Witness Whereof, the parties hereto have caused
this Amendment to be duly executed and delivered as of the date first written above.


 


	BANK	BORROWER
	 

        Silicon
        Valley Bank

         

        By:
        /s/ Scott McCarty

        Name:
        Scott McCarty

        Title:
        Director
	 

        Sensus
        Healthcare, Inc.

         

        By:
        /s/ Arthur Levine

        Name:
        Arthur Levine

        Title:
        CFO



 





[Signature
Page to Third Amendment to

Second Amended and Restated Loan and Security Agreement]







 






     


     


    

 


EXHIBIT B


 


COMPLIANCE CERTIFICATE


 


	TO:       SILICON VALLEY BANK	Date: ________________







FROM: SENSUS HEALTHCARE, INC.


 


The undersigned authorized
officer of SENSUS HEALTHCARE, INC. (“Borrower”) certifies that under the terms and conditions of the Second Amended
and Restated Loan and Security Agreement between Borrower and Bank (the “Agreement”), (1) Borrower is in complete compliance
for the period ending _______________ with all required covenants except as noted below, (2) there are no Events of Default, (3)
all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted
below; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already
are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly
referring to a specific date shall be true, accurate and complete in all material respects as of such date, (4) Borrower, and each
of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal,
state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms
of Section 5.9 of the Agreement, and (5) no Liens have been levied or claims made against Borrower or any of its Subsidiaries relating
to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank. Attached are
the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP
consistently applied from one period to the next except as explained in an accompanying letter or footnotes. The undersigned acknowledges
that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms
of the Agreement, and that compliance is determined not just at the date this certificate is delivered. Capitalized terms used
but not otherwise defined herein shall have the meanings given them in the Agreement.


 


	Please indicate compliance status by circling Yes/No under “Complies” column.
	 
	Reporting Covenant	Required	Complies
	 	 	 
	Monthly
financial statements with Compliance Certificate	Monthly within 30 days	Yes   No
	Annual financial statement (CPA Audited) + CC	FYE within 150 days	Yes   No
	10-Q, 10-K and 8-K	Monthly within 30 days	Yes   No
	Borrowing Base Report	Monthly within 30 days	Yes   No
	A/R & A/P Agings, Deferred Revenue report	Monthly within 30 days	Yes   No
	Annual Financial Projections	FYE within 30 days and as updated	Yes   No



 

	Financial Covenant	Required	Actual	Complies
	 	 	 	 
	Maintain
    on a Monthly Basis:	 	 	 
	Minimum Adjusted Quick Ratio	1.35:1.00	____:1.00	Yes   No



 

	Lockbox; Streamline Period; Non-Formula Availability	Applies
	AQR ≥ 2.00:1.00*	No Lockbox Required; Streamline Period; Non-Formula = $2,500,000	Yes   No
	2.00:1.00 > AQR ≥ 1.50:1.00*	Lockbox Required; Streamline Period; Non-Formula = $2,500,000	Yes   No
	AQR < 1.50:1.00	Lockbox Required; Non-Streamline Period; Non-Formula = $0	Yes   No





* At all times during the applicable Testing Month


 



     


     


    

 


The following financial covenant
analysis and information set forth in Schedule 1 attached hereto are true and accurate as of the date of this Certificate.


 


The following are the exceptions
with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”)


 





	 
	 
	 
	 	 



 








	Sensus Healthcare, Inc.	 	BANK USE ONLY
	 	 	 	 	 
	 	 	 	Received by:	 
	By:	 	 	 	 	authorized
        signer






	Name:	 	 	Date:	 	 
	Title:	 	 	 	 	 










	 	 	 	Verified:	 
	 	 	 	 	authorized
        signer



	 	 	 	Date:	 
	 	 	 	 	 
	 	 	 	Compliance Status: Yes    No



 



     


     


    

 


Schedule 1 to Compliance Certificate


 


Financial Covenants of Borrower


 


In the event of a conflict between this Schedule
and the Loan Agreement, the terms of the Loan Agreement shall govern.


 


Dated:    ____________________


 


I.              Adjusted
Quick Ratio


 


Required:             1.35:1.00
(For financial covenants)


2.00:1.00 (For Lockbox to not be required)


1.50:1.00
(For Streamline Period eligibility (at all times during the applicable Testing Month) and Non-Formula availability)


 


Actual:


 


	A.	Aggregate value of the unrestricted cash and Cash Equivalents of Borrower maintained with Bank	
        $              

         

	B.	Aggregate value of the net billed accounts receivable of Borrower 	
        $              

         

	C.	Quick Assets (the sum of lines A and B)	
        $              

         

	D.	Aggregate value of Obligations to Bank	
        $              

         

	E.	Aggregate value of liabilities that should, under GAAP, be classified as liabilities on Borrower’s consolidated balance sheet, including all Indebtedness and the current portion of Subordinated Debt, and not otherwise reflected in line D above that matures within one (1) year

                                                                                 
	
        $              

         

	F.	Current Liabilities (the sum of lines D and E) 	
        $              

         

	G.	
        Aggregate value of all amounts received or invoiced by Borrower
in advance of performance under contracts and not yet recognized as revenue

         
	
        $              

         

	H.	Line F minus line G	
        $              

         

	I.	Adjusted Quick Ratio (line C divided by line H)	____:1.00


 


Is line I equal to or greater than 1.35:1.00?


 





	 	  No: Not in compliance	 	 	  Yes: In Compliance



 





Has line I been equal to or greater than 2.00:1.00 at all times during
the term of this Agreement?


 


	 	  No: Lockbox is required	 	 	  Yes: Lockbox
is not required



 


Was line I equal to or greater than 1.50:1.00 at all times during the
applicable Testing Month?


 


	 	  No: Non-Streamline Period; Non-Formula = $0	 	 	  Yes: Streamline Period; Non-Formula =   $2,500,000