HEREUNDER,
TO A BELOW THAT WHICH THE LENDER OR THE LENDER'S HOLDING COMPANY COULD HAVE
ACHIEVED BUT FOR SUCH CHANGE IN LAW (TAKING INTO CONSIDERATION THE LENDER'S
POLICIES AND THE POLICIES OF THE LENDER'S HOLDING COMPANY WITH RESPECT TO
CAPITAL ADEQUACY), THEN FROM TIME TO TIME UPON WRITTEN REQUEST OF THE LENDER,
THE BORROWER SHALL PROMPTLY PAY TO THE LENDER SUCH ADDITIONAL AMOUNT OR AMOUNTS
AS WILL COMPENSATE THE LENDER OR THE LENDER'S HOLDING COMPANY FOR ANY SUCH
REDUCTION ACTUALLY SUFFERED.
(C)
CERTIFICATES FOR REIMBURSEMENT.
A CERTIFICATE OF THE LENDER SETTING
FORTH THE AMOUNT OR AMOUNTS NECESSARY TO COMPENSATE THE LENDER OR ITS HOLDING
COMPANY, AS THE CASE MAY BE, AS SPECIFIED IN THIS SECTION AND DELIVERED TO
BORROWER, SHALL BE CONCLUSIVE ABSENT MANIFEST ERROR.
THE BORROWER SHALL PAY THE
AMOUNT SHOWN AS DUE ON ANY SUCH CERTIFICATE WITHIN TEN (10) DAYS AFTER RECEIPT
THEREOF.
(D)
DELAY IN REQUESTS.
FAILURE OR DELAY ON THE PART OF LENDER TO DEMAND
COMPENSATION PURSUANT TO THIS SECTION SHALL NOT CONSTITUTE A WAIVER OF LENDER'S
RIGHT TO DEMAND SUCH COMPENSATION; PROVIDED THAT THE BORROWER SHALL NOT BE
REQUIRED TO COMPENSATE A LENDER PURSUANT TO THIS SECTION FOR ANY INCREASED COSTS
INCURRED OR REDUCTIONS SUFFERED MORE THAN SIX (6) MONTHS PRIOR TO THE DATE THAT
THE LENDER, AS THE CASE MAY BE, NOTIFIES THE BORROWER OF THE CHANGE IN LAW
GIVING RISE TO SUCH INCREASED COSTS OR REDUCTIONS, AND OF THE LENDER'S INTENTION
TO CLAIM COMPENSATION THEREFOR (EXCEPT THAT IF THE CHANGE IN LAW GIVING RISE TO
SUCH INCREASED COSTS OR REDUCTIONS IS RETROACTIVE, THEN THE 6-MONTH PERIOD
REFERRED TO ABOVE SHALL BE EXTENDED TO INCLUDE THE PERIOD OF RETROACTIVE EFFECT
THEREOF).
2.
USE OF PROCEEDS.
2.1
USE OF LOAN PROCEEDS.
THE PROCEEDS OF THE LOANS SHALL BE USED BY THE
BORROWER FOR THE SOLE PURPOSE OF FUNDING A PORTION OF THE BORROWER'S ACQUISITION
OF SOUTHERN HERITAGE BANCSHARES, INC. (THE "TARGET") AND SOUTHERN HERITAGE BANK
(THE "TARGET BANK" AND SUCH ACQUISITION THE "ACQUISITION").
3.
CONDITIONS TO LOAN CLOSING.
The obligation of Lender to extend any loan or credit to Borrower
under this Agreement is subject to the strict satisfaction of each of the
following conditions:
3.1
NO DEFAULTS; CERTIFICATE.
BORROWER AND THE BANK SHALL BE IN FULL
COMPLIANCE WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND NO EVENT OF
DEFAULT, NOR ANY EVENT WHICH UPON NOTICE OR LAPSE OF TIME OR BOTH WOULD
CONSTITUTE SUCH AN EVENT OF DEFAULT, SHALL HAVE OCCURRED AND BE CONTINUING.
AT
LENDER'S REQUEST, LENDER SHALL HAVE RECEIVED FROM BORROWER AND THE BANK A
CERTIFICATE, IN FORM AND CONTENT REASONABLY ACCEPTABLE TO LENDER DATED AS OF AND
DELIVERED ON THE DATE OF THE LOANS, CERTIFYING THAT (1) THE REPRESENTATIONS AND
WARRANTIES SET FORTH HEREIN, AND THE EXHIBITS ATTACHED HERETO, ARE ACCURATE,
TRUE AND CORRECT ON AND AS OF SUCH DATE, (2) NEITHER THE TRANSACTIONS
CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT WILL CAUSE OR RESULT IN ANY
VIOLATION OF (OR CREATION OF ANY RIGHT IN THIRD PARTIES