Common use of Representations and Warranties by the Bank Clause in Contracts

Representations and Warranties by the Bank. The Bank represents and warrants to each Underwriter as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows: (i) The Bank has been duly chartered and is validly existing as an Alabama state-chartered bank in good standing under the laws of Alabama, and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Underwriting Agreement; and the Bank is duly qualified as a foreign bank for the transaction of business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (ii) Neither the Bank nor any of its subsidiaries is (A) in violation of its charter, bylaws or other organizational or governing documents or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which the Bank or any of its subsidiaries is a party or by which any of them is bound or to which any of the property or assets of the Bank or any of its subsidiaries is subject (collectively, “Bank Instruments”) except for such defaults in clause (B) that would not result in a Material Adverse Effect. (iii) The execution, delivery and performance of this Underwriting Agreement by the Bank, compliance by the Bank with all of the provisions of this Underwriting Agreement and the consummation of the transactions herein contemplated do not and will not contravene, conflict with, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Bank Instrument, except for such conflicts, breaches, violations or defaults that would not result in a Material Adverse Effect, nor does or will any such action contravene, conflict with or result in a breach or violation of any of the terms or provisions of the charter or by-laws of the Bank or any statute, order, rule or regulation of any court or Governmental Entity having jurisdiction over the Bank or any of its subsidiaries or any of their properties.

Representations and Warranties by the Bank. The Bank represents and warrants to each Underwriter as of at the date hereof, as of the Applicable Time and the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereofTime, and agrees with each Underwriter, as follows: (i) The Bank has been duly chartered and is validly existing as an Alabama state-chartered bank a national banking association in good standing under the laws of Alabamathe United States of America, and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Underwriting Agreement; and the Bank is been duly qualified as a foreign bank for the transaction of business and is in good standing in under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification or is required, whether subject to no material liability or disability by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be so qualified in good standing would not result in a Material Adverse Effect.any such other jurisdiction; (ii) Neither the Bank nor any of its subsidiaries is (A) in violation of its charterarticles or certificate of incorporation, bylaws or other organizational or governing documents or documents, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which the Bank or any of its subsidiaries is a party or by which any of them is bound or to which any of the property or assets of the Bank or any of its subsidiaries is subject (collectively, the “Bank Instruments”) except for or (C) in violation of any statute, law, rule, regulation, order, decree of any court or governmental agency or body having jurisdiction over the Bank or any of its subsidiaries except, in any such defaults default that could not, singly or in clause (B) that would not the aggregate, result in a Material Adverse Effect.; (iii) The execution, delivery and performance of this Underwriting Agreement by the Bank, compliance by the Bank with all of the provisions of this Underwriting Agreement and the consummation of the transactions herein contemplated do not and will not contravene, conflict with, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Bank Instrument, except for such conflicts, breaches, violations or defaults that would not result in a Material Adverse Effect, nor does or will any such action contravene, conflict with or result in a breach or violation of any of the terms or provisions of the charter articles of incorporation or by-laws association or bylaws of the Bank or any statute, order, rule law, rule, regulation or regulation decree of any court or Governmental Entity governmental agency or body having jurisdiction over the Bank or any of its subsidiaries or any of their properties; and (iv) The Bank has full right, power and authority to execute and deliver the Letter Agreement and to perform its obligations thereunder; and all action required to be taken by the Bank for the due and proper authorization, execution and delivery by it of the Letter Agreement and the performance by it of its obligations contemplated thereby has been duly and validly taken. The Letter Agreement has been duly authorized, executed and delivered by the Bank.

Representations and Warranties by the Bank. The Bank represents and warrants to each Underwriter Sandler as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, Sandler as follows: (i) The Bank has been duly chartered and is validly existing as an Alabama statea federally-chartered national bank in good standing under the laws of Alabama, and has corporate the United States with the power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Underwriting Agreement; , and the Bank is has been duly qualified as a foreign bank for the transaction of business and is in good standing in under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. (ii) Neither the Bank nor any of its subsidiaries is (A) in violation of its charterarticles of incorporation, bylaws or other organizational or governing documents or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which the Bank or any of its subsidiaries is a party or by which any of them is bound or to which any of the property or assets of the Bank or any of its subsidiaries is subject (collectively, the “Bank Instruments”) except for such defaults in clause (B) that would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (iii) The Bank does not have any subsidiaries other than MidSouth Texas Investments, Inc., a Texas corporation. (iv) This Underwriting Agreement has been duly authorized, executed and delivered by the Bank and, when duly executed by the Company and Sandler, will constitute the valid and binding agreement of the Bank enforceable against the Bank in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles and except as any indemnification or contribution provisions thereof may be limited under applicable securities and bank regulatory laws. (v) The execution, delivery and performance of this Underwriting Agreement by the Bank, compliance by the Bank with all of the provisions of this Underwriting Agreement and the consummation of the transactions herein contemplated do not and will not contravene, conflict with, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Bank Instrument, except for such contraventions, conflicts, breaches, violations or defaults that would not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, nor does or will any such action contravene, conflict with or result in a breach or violation of any of the terms or provisions of the charter articles of incorporation or by-laws bylaws or other organizational documents of the Bank or any statute, order, rule or regulation of any court or Governmental Entity having jurisdiction over the Bank or any of its subsidiaries subsidiary or any of their properties.

Representations and Warranties by the Bank. The Bank represents and warrants to each Underwriter Sandler as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, Sandler as follows: (i) The Bank has been duly chartered and is validly existing as an Alabama a state-chartered bank in good standing under the laws of Alabama, and has corporate the state of South Carolina with the power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Underwriting Agreement; , and the Bank is has been duly qualified as a foreign bank for the transaction of business and is in good standing in under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (ii) Neither the Bank nor any of its subsidiaries is (A) in violation of its charterarticles of incorporation, bylaws or other organizational or governing documents or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which the Bank or any of its subsidiaries is a party or by which any of them is bound or to which any of the property or assets of the Bank or any of its subsidiaries is subject (collectively, the “Bank Instruments”) except for such defaults in clause (B) that would not not, individually or in the aggregate, result in a Material Adverse Effect. (iii) The Bank does not have any subsidiaries. (iv) This Underwriting Agreement has been duly authorized, executed and delivered by the Bank and, when duly executed by the Company and Sandler, will constitute the valid and binding agreement of the Bank enforceable against the Bank in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles and except as any indemnification or contribution provisions thereof may be limited under applicable securities and bank regulatory laws. (v) The execution, delivery and performance of this Underwriting Agreement by the Bank, compliance by the Bank with all of the provisions of this Underwriting Agreement and the consummation of the transactions herein contemplated do not and will not contravene, conflict with, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Bank Instrument, except for such contraventions, conflicts, breaches, violations or defaults that would not not, individually or in the aggregate, result in a Material Adverse Effect, nor does or will any such action contravene, conflict with or result in a breach or violation of any of the terms or provisions of the charter articles of incorporation or by-laws bylaws or other organizational documents of the Bank or any statute, order, rule or regulation of any court or Governmental Entity having jurisdiction over the Bank or any of its subsidiaries subsidiary or any of their properties.

Representations and Warranties by the Bank. The Bank represents and warrants to each Underwriter as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, as follows: (i) The Bank has been duly chartered and is validly existing as an Alabama state-chartered bank a national banking association in good standing under the laws of Alabamathe United States, and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Underwriting Agreement; and the Bank is been duly qualified as a foreign bank for the transaction of business and is in good standing in under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification is required, whether by reason of the ownership or leasing of property or the conduct of businessqualification, except where the failure to so to qualify or to be in good standing would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect. (ii) Neither the The Bank nor any of its subsidiaries is not (A) in violation of its charterarticles of association, bylaws or other organizational or governing documents documents, or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which the Bank or any of its subsidiaries is a party or by which any of them it is bound or to which any of the property or assets of the Bank or any of its subsidiaries is subject (collectively, “Bank Instruments”) except for such defaults in ), except, with respect to clause (B) ), for such breach, violation or default that would not result reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. (iii) This Underwriting Agreement has been duly authorized, executed and delivered by the Bank. The execution, delivery and performance of this Underwriting Agreement by the Bank, compliance by the Bank with all of the provisions of this Underwriting Agreement and the consummation of the transactions herein contemplated do not and will not contravene, conflict with, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Bank Instrument, except for such those contraventions, conflicts, breaches, violations or defaults that would not reasonably be expected to result in a Material Adverse Effect, nor does or will any such action contravene, conflict with or (A) result in a breach any violation of the provisions of the articles of association or bylaws of the Bank, or (B) result in any violation of any of the terms or provisions of the charter or by-laws of the Bank law, statute or any statute, order, rule or regulation of any court or Governmental Entity having jurisdiction over the Bank or any of its subsidiaries or any of their properties. (iv) The Bank (A) complies in all material respects with the Privacy Statements (as defined below) as applicable to any given set of personal information collected by the Bank from Individuals (as defined below), (B) complies in all material respects with all applicable federal, state, local and foreign laws and regulations regarding the collection, retention, use, transfer or disclosure of personal information, and (C) takes reasonable measures as are customary in the business in which the Bank is engaged to protect and maintain the confidential nature of the personal information provided to the Bank by Individuals in accordance with the terms of the applicable Privacy Statements. To the Bank’s knowledge, no claim or controversy has arisen or been threatened regarding the Privacy Statements or the implementation thereof. As used herein, “Privacy Statements” means, collectively, any and all of the Bank’s privacy statements and policies published on the Bank’s websites or products or otherwise made available by the Bank regarding the collection, retention, use and distribution of the personal information of an individual, including, without limitation, from visitors or users of any Bank website or products (“Individuals”).

Representations and Warranties by the Bank. The Bank represents and warrants to each Underwriter Sandler as of the date hereof, as of the Closing Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in Section 2(b) hereof, and agrees with each Underwriter, Sandler as follows: (i) The Bank has been duly chartered and is validly existing as an Alabama a state-chartered bank in good standing under the laws of Alabama, and has corporate the state of South Carolina with the power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Underwriting Agreement; , and the Bank is has been duly qualified as a foreign bank for the transaction of business and is in good standing in under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. Furthermore, the conversion of the Bank from a nationally-chartered bank to a South Carolina state-chartered bank in 2013 was done in compliance with all applicable laws. (ii) Neither the Bank nor any of its subsidiaries is (A) in violation of its charterarticles of incorporation, bylaws or other organizational or governing documents or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which the Bank or any of its subsidiaries is a party or by which any of them is bound or to which any of the property or assets of the Bank or any of its subsidiaries is subject (collectively, the “Bank Instruments”) except for such defaults in clause (B) that would not not, individually or in the aggregate, result in a Material Adverse Effect. (iii) The Bank does not have any subsidiaries. (iv) This Underwriting Agreement has been duly authorized, executed and delivered by the Bank and, when duly executed by the Company and Sandler, will constitute the valid and binding agreement of the Bank enforceable against the Bank in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally or by general equitable principles and except as any indemnification or contribution provisions thereof may be limited under applicable securities and bank regulatory laws. (v) The execution, delivery and performance of this Underwriting Agreement by the Bank, compliance by the Bank with all of the provisions of this Underwriting Agreement and the consummation of the transactions herein contemplated do not and will not contravene, conflict with, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any Bank Instrument, except for such contraventions, conflicts, breaches, violations or defaults that would not not, individually or in the aggregate, result in a Material Adverse Effect, nor does or will any such action contravene, conflict with or result in a breach or violation of any of the terms or provisions of the charter articles of incorporation or by-laws bylaws or other organizational documents of the Bank or any statute, order, rule or regulation of any court or Governmental Entity having jurisdiction over the Bank or any of its subsidiaries subsidiary or any of their properties.