Atlantic American Corp 8-K, filed Oct 16, 2026
Atlantic American Corp (AAME)
8-K
2026-10-16
For: 2026-10-09
View Original
Added on
October 16, 2026
About this 8-K
Atlantic American Corp filed this 8-K on October 16, 2026, reporting on events of October 9, 2026.
Atlantic American Corporation entered a Fourth and Fifth Amendment with Truist Bank extending delivery of its 2025 audited financial statements to October 23, 2026 and waiving defaults tied to American Southern Insurance Company's AM Best rating downgrade to "A-" on April 22, 2026. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of report (Date of earliest event reported)
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October 16, 2026 (
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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N/A
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement.
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Fourth Amendment to Credit Agreement
On October 9, 2026, Atlantic American Corporation (the “Company”) entered into a Fourth Amendment (the “Fourth Amendment”)
to its Revolving Credit Agreement dated as of May 12, 2021 (as amended, the “Credit Agreement”) with Truist Bank as the lender (the “Lender”). The Fourth Amendment extended the date by which the Company must deliver to the Lender (i) the Company’s
audited consolidated financial statements for the year ended December 31, 2025 to not later than October 15, 2026 and (ii) the Company’s interim consolidated financial statements for the quarters ended March 31, 2026, June 30, 2026 and September 30,
2026 to not later than November 30, 2026. In each case, the Fourth Amendment also extended the date by which the Company must deliver to the Lender related certificates of the Company’s compliance with financial covenants under the Credit Agreement
and certain other matters for the applicable period.
Fifth Amendment to Credit Agreement
On October 15, 2026, the Company and the Lender entered into a Fifth Amendment and Waiver (the “Fifth Amendment”) to the
Credit Agreement. The Fifth Amendment further extended to not later than October 23, 2026 the date by which the Company must deliver to the Lender the Company’s audited consolidated financial statements for the year ended December 31, 2025 and
related certificates of the Company’s compliance with financial covenants under the Credit Agreement and certain other matters. The Fifth Amendment also amended the minimum AM Best financial strength rating that must be maintained by the Company’s
subsidiary, American Southern Insurance Company, to be no lower than “A-” and waived related defaults under the Credit Agreement occurring prior to the Fifth Amendment.
The foregoing description of the Fourth Amendment and the Fifth Amendment does not purport to be complete and is qualified
in its entirety by reference to the full text of the Fourth Amendment and the Fifth Amendment, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively.
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description of Exhibit
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Fourth Amendment to Revolving Credit Agreement, dated as of October 9, 2026, by and between Atlantic American Corporation and Truist Bank.
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Fifth Amendment to Revolving Credit Agreement and Waiver, dated as of October 15, 2026, by and between Atlantic American Corporation and Truist Bank.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.
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ATLANTIC AMERICAN CORPORATION
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By:
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/s/ Nickeesha Bates
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Nickeesha Bates
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Vice President, Corporate Controller, Corporate Accounting/Finance
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Date: October 16, 2026
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Exhibit 10.1
Execution Version
FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
This FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT, dated as of October 9, 2026 and
effective as of the Effective Date (as defined below) (this “Amendment”), by and between ATLANTIC AMERICAN CORPORATION, a Georgia corporation (the “Borrower”),
and TRUIST BANK (the “Lender”).
RECITALS
A. Borrower and Lender previously entered
into that certain Revolving Credit Agreement dated as of May 12, 2021 (as amended by that certain First Amendment to Revolving Credit Agreement, dated as of March 22, 2024, as amended by that certain Second Amendment to Revolving Credit
Agreement, dated as of May 27, 2026, as amended by that certain Third Amendment to Revolving Credit Agreement, dated as of July 31, 2026, and as further amended from time to time, including pursuant to this Amendment, the “Credit Agreement”), pursuant to which Lender has made a revolving credit facility available to Borrower.
B. Borrower has requested that Lender
amend the Credit Agreement as set forth herein, and Lender is willing to grant such request, subject to the terms and conditions hereof.
NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Defined
Terms. Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the Credit Agreement.
2. Amendments
to Credit Agreement. The Credit Agreement is hereby amended as follows, which amendments shall be effective as of the Effective Date:
(a) Section 6.1(a) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:
“(a) as soon as available and in any event
within one hundred twenty (120) days after the end of each Fiscal Year of the Borrower (except for the Fiscal Year ending on December 31, 2025, which shall be delivered as soon as available but in any event no later than October 15, 2026), a copy
of the annual audited report for such Fiscal Year for the Borrower and its Subsidiaries, containing consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of
income, stockholders’ equity and cash flows (together with all footnotes thereto) of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in
reasonable detail and reported on by independent public accountants acceptable to the Lender (without a ”going concern“ or like qualification, exception or explanation and without any qualification or exception as to the scope of such audit) to
the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of the Borrower and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP and
that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;”.
(b) Section 6.1(b) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:
“(b) as soon as available and in any event
within forty five (45) days after the end of each Fiscal Quarter of the Borrower (except for (i) the Fiscal Quarters ending on March 31, 2026, June 30, 2026 and September 30, 2026, which shall be delivered as soon as available but in any event no
later than November 30, 2026 and (ii) each Fiscal Quarter ending on December 31 of each year), an unaudited, internally-prepared, consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Quarter and the related
unaudited consolidated statements of income (specifying, among other things, depreciation and interest expense) of the Borrower and its Subsidiaries for such Fiscal Quarter and the then elapsed portion of such Fiscal Year, setting forth in each
case in comparative form the figures for the corresponding Fiscal Quarter and the corresponding portion of the Borrower’s previous Fiscal Year;”.
(c) Section 6.1(c) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:
“(c) as soon as available and in any event
within forty five (45) days after the end of each Fiscal Quarter of the Borrower (except for (A) the Fiscal Quarter ending on December 31 of each year and (B) the Fiscal Quarters ending on March 31, 2026, June 30, 2026 and September 30, 2026,
respectively, which shall be delivered concurrently with the consolidated financial statements required under Section 6.1(a) or 6.1(b), as applicable), a Compliance Certificate signed by the principal executive officer or the principal financial
officer of the Borrower (i) certifying as to whether there exists a Default or Event of Default on the date of such certificate and, if a Default or an Event of Default then exists, specifying the details thereof and the action which the Borrower
has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with the financial covenants set forth in Article VII, (iii) specifying any change in the identity of the
Subsidiaries as of the end of such Fiscal Quarter or Fiscal Year, as applicable, from the Subsidiaries identified to the Lender on the Closing Date or the date of the most recent Compliance Certificate, as applicable, and (v) stating whether any
change in GAAP or the application thereof has occurred since the Closing Date or the date of the most recent Compliance Certificate, as applicable, and, if any change has occurred, specifying the effect of such change on the financial statements
accompanying such Compliance Certificate; and”.
3. Effectiveness;
Conditions Precedent. This Amendment and the amendments contemplated herein shall be effective on the date that each of the following conditions precedent has been satisfied in Lender’s discretion (such date, the “Effective Date”):
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Lender shall have received each of the following documents or instruments in form and substance acceptable to Lender:
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counterparts of this Amendment, duly executed by Borrower; and
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all due diligence items, documentation and information from the Borrower requested by Lender, including all documentation and other information required by bank regulatory authorities under applicable “know your
customer” and anti-money laundering rules and regulations, including the PATRIOT Act;
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since December 31, 2024, there shall have been no event or occurrence which has had or could reasonably be expected to have a Material Adverse Effect;
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Lender shall have received payment of all reasonable, out-of-pocket costs and expenses of Lender (including the reasonable fees, charges and disbursements of counsel to Lender).
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4. Representations
and Warranties. In order to induce Lender to enter into this Amendment, Borrower hereby represents and warrants to Lender as follows: (a) after giving effect to this Amendment, the representations and warranties of Borrower
contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be
true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the
extent qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date; (b) this Amendment has been duly authorized, executed and delivered
by, and constitutes a legal, valid and binding obligation of Borrower, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors’ rights generally; and (c) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing, or shall be caused by the transactions contemplated by this Amendment.
5. Entire
Agreement. This Amendment, together with the other Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in
relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant
Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no
representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or
canceled orally or otherwise, except in writing signed by Lender.
6. Reaffirmation
of Loan Documents. Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and
effect according to their respective terms.
7. Counterparts.
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an
executed counterpart of a signature page of this Amendment by electronic transmission (including .PDF) shall be effective as delivery of a manually executed counterpart of this Amendment. Electronic records of executed Loan Documents maintained
by Lender shall deemed to be originals.
8. Governing
Law. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF GEORGIA.
9. Enforceability.
Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.
10. References.
This Amendment shall be a Loan Document. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement as amended by this Amendment.
[Remainder
of page intentionally blank; signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
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BORROWER:
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ATLANTIC AMERICAN CORPORATION
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By:
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/s/ Nickeesha Bates
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Name:
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Nickeesha Bates
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Title:
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Vice President
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LENDER:
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TRUIST BANK
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By: /s/ Richard W. Jantzen, III
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Name: Richard W. Jantzen, III
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Title: Director
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Exhibit 10.2
Execution Version
FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND WAIVER
This FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND WAIVER, dated as of October 15, 2026
and effective as of the Effective Date (as defined below) (this “Amendment”), by and between ATLANTIC AMERICAN CORPORATION, a Georgia corporation (the “Borrower”),
and TRUIST BANK (the “Lender”).
RECITALS
A. Borrower and Lender previously entered
into that certain Revolving Credit Agreement dated as of May 12, 2021 (as amended by that certain First Amendment to Revolving Credit Agreement, dated as of March 22, 2024, as amended by that certain Second Amendment to Revolving Credit
Agreement, dated as of May 27, 2026, as amended by that certain Third Amendment to Revolving Credit Agreement, dated as of July 31, 2026, as amended by that certain Fourth Amendment to Revolving Credit Agreement, dated as of October 9, 2026, and
as further amended from time to time, including pursuant to this Amendment, the “Credit Agreement”), pursuant to which Lender has made a revolving credit facility available to Borrower.
B. Borrower has informed Lender that on
April 22, 2026, the AM Best financial strength rating of American Southern was downgraded to “A-” in violation of the covenant set forth in Section 8.12 of the Credit Agreement, constituting an Event of Default under Section 9.1(c) of the Credit
Agreement (the “Required Insurance Rating Default”), and Borrower failed to provide Lender with prompt written notice of the Required Insurance Rating Default as required by Section 6.2(a) of the
Credit Agreement, constituting an Event of Default under Section 9.1(c) of the Credit Agreement (the “Notice Default” and, together with the Required Insurance Rating Default, the “Specified Events of Default”).
C. Borrower has requested that Lender (i)
waive the Specified Events of Default, (ii) waive any Resulting Default (as defined in Schedule A) and (iii) amend the Credit Agreement as set forth herein, and Lender is willing to grant such request, subject to the terms and conditions hereof.
NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. Defined
Terms. Capitalized terms used but not otherwise defined herein have the respective meanings given to them in the Credit Agreement.
2. Waiver.
Subject to satisfaction of each of the conditions set forth in Section 4 of this Amendment, and in reliance on the representations and warranties of Borrower set forth in this Amendment, Lender hereby waives the Specified Events of Default and
any Resulting Default. The waiver of the Specified Events of Default and any Resulting Default is a one-time waiver only, and shall not be deemed to constitute an agreement by Lender to waive any future Default or Event of Default under the
Credit Agreement or any of the Loan Documents, or any future breach of any other provisions of the Credit Agreement or of any of the Loan Documents. Except as set forth in this Section 2, nothing contained in this Amendment shall be construed as
a waiver by Lender of any covenant or provision of the Credit Agreement, the other Loan Documents, this Amendment, or of any other contract or instrument among Borrower and Lender, and the failure of Lender at any time or times hereafter to
require strict performance by Borrower of any provision thereof shall not waive, affect or diminish any right of Lender to thereafter demand strict compliance therewith. Lender hereby reserves all rights granted under the Credit Agreement, the
other Loan Documents, this Amendment and any other contract or instrument among Lender and Borrower. Further, Borrower warrants and represents that no Default or Event of Default exists other than the Specified Events of Default and any
Resulting Default, and nothing contained herein shall be deemed to constitute a waiver by Lender of any Default or Event of Default which may nonetheless exist as of the date hereof other than the Specified Events of Default and any Resulting
Default.
3. Amendments
to Credit Agreement. The Credit Agreement is hereby amended as follows, which amendments shall be effective as of the Effective Date:
(a) Section 6.1(a) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:
“(a) as soon as available and in any event
within one hundred twenty (120) days after the end of each Fiscal Year of the Borrower (except for the Fiscal Year ending on December 31, 2025, which shall be delivered as soon as available but in any event no later than October 23, 2026), a copy
of the annual audited report for such Fiscal Year for the Borrower and its Subsidiaries, containing consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such Fiscal Year and the related consolidated statements of
income, stockholders’ equity and cash flows (together with all footnotes thereto) of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all in
reasonable detail and reported on by independent public accountants acceptable to the Lender (without a ”going concern“ or like qualification, exception or explanation and without any qualification or exception as to the scope of such audit) to
the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of the Borrower and its Subsidiaries for such Fiscal Year on a consolidated basis in accordance with GAAP and
that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards;”.
(b) Section 8.12 of the Credit Agreement is
hereby amended and restated in its entirety to read as follows:
“Section 8.12. Required
Insurance Rating. The Borrower shall not cause or permit, at any time during the term of this Agreement, either (a) the AM Best financial strength rating of American Southern to be lower than “A-”, (b) the AM Best financial strength rating of
Bankers Fidelity Life to be lower than “A-”, or (c) the AM Best long term issuer credit rating of the Borrower to be lower than “bbb-”.”
4. Effectiveness;
Conditions Precedent. This Amendment and the amendments contemplated herein shall be effective on the date that each of the following conditions precedent has been satisfied in Lender’s discretion (such date, the “Effective Date”):
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Lender shall have received each of the following documents or instruments in form and substance acceptable to Lender:
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counterparts of this Amendment, duly executed by Borrower; and
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all due diligence items, documentation and information from the Borrower requested by Lender, including all documentation and other information required by bank regulatory authorities under applicable “know your
customer” and anti-money laundering rules and regulations, including the PATRIOT Act;
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since December 31, 2024, there shall have been no event or occurrence which has had or could reasonably be expected to have a Material Adverse Effect;
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Lender shall have received payment of all reasonable, out-of-pocket costs and expenses of Lender (including the reasonable fees, charges and disbursements of counsel to Lender).
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5. Representations
and Warranties. In order to induce Lender to enter into this Amendment, Borrower hereby represents and warrants to Lender as follows: (a) after giving effect to this Amendment, the representations and warranties of Borrower
contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be
true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except to the
extent qualified by materiality or Material Adverse Effect, in which case such representations and warranties shall be true and correct in all respects) as of such earlier date; (b) this Amendment has been duly authorized, executed and delivered
by, and constitutes a legal, valid and binding obligation of Borrower, except as may be limited by general principles of equity or by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors’ rights generally; and (c) after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing, or shall be caused by the transactions contemplated by this Amendment.
6. Entire
Agreement. This Amendment, together with the other Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in
relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant
Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no
representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or
canceled orally or otherwise, except in writing signed by Lender.
7. Reaffirmation
of Loan Documents. Except as hereby specifically amended, modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in all respects and shall be and remain in full force and
effect according to their respective terms.
8. Counterparts.
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an
executed counterpart of a signature page of this Amendment by electronic transmission (including .PDF) shall be effective as delivery of a manually executed counterpart of this Amendment. Electronic records of executed Loan Documents maintained
by Lender shall deemed to be originals.
9. Governing
Law. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF GEORGIA.
10. Enforceability.
Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.
11. References.
This Amendment shall be a Loan Document. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement as amended by this Amendment.
[Remainder
of page intentionally blank; signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
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BORROWER:
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ATLANTIC AMERICAN CORPORATION
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By:
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/s/ Nickeesha Bates
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Name:
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Nickeesha Bates
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Title:
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Vice President
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LENDER:
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TRUIST BANK
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By: /s/ Richard W. Jantzen, III
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Name: Richard W. Jantzen, III
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Title: Director
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SCHEDULE A
As used herein, “Resulting Default” shall mean:
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Any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with any Loan Document (including the Schedules attached thereto) and any amendments or
modifications hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Lender by the Borrower or any representative of the Borrower pursuant to or in connection with any Loan Document
shall prove to be incorrect in any material respect (other than a representation or warranty that is expressly qualified by Material Adverse Effect or materiality, in which case such representation or warranty shall prove to be incorrect in
all respects) when made or deemed made or submitted, in each case to the extent directly resulting solely from a Specified Event of Default or any other Resulting Default; and
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| 2. |
Any Default or Event of Default, to the extent resulting from the Borrower’s failure to (a) furnish to the Lender written notice of the occurrence of any Specified Event of Default or any other Resulting Default,
or (b) deliver a written statement of an officer of the Borrower setting forth the details of the event or development requiring such notice of a Specified Event of Default or Resulting Default and any action taken or proposed to be taken
with respect thereto.
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