Common use of Financial Statements and Regulatory Reports Clause in Contracts

Financial Statements and Regulatory Reports. (a) Humble (i) has delivered to Sterling copies of the audited balance sheets and the related audited statements of income, stockholders' equity and cash flows (including related notes and schedules) of Humble as of and for the year ended December 31, 1996, together with the report thereon of Cabaxxxx, Xxrn xxx Domaxxxx, xxd of the unaudited balance sheet and the related unaudited statements of income, stockholders' equity and cash flows as of and for the year ended December 31, 1997 (collectively, the "Humble Financial Statements") and (ii) has furnished Sterling with a true and complete copy of each material report filed by Humble with the Federal Reserve Board or by any of its Subsidiaries with any Regulatory Authorities from and after January 1, 1995 (each a "Regulatory Reporting Document"), which are all the material documents that Humble was required to file with the Regulatory Authorities since such date and all of which complied when filed in all material respects with all applicable laws and regulations. (b) The Humble Financial Statements (as of the dates thereof and for the periods covered thereby) (i) are in accordance with the books and records of Humble, which are complete and accurate in all material respects and which have been maintained in accordance with good business practices, and (ii) present fairly the financial position and the results of operations, changes in stockholders' equity and cash flows of Humble as of the dates and for the periods indicated, in accordance with GAAP except for the absence of certain footnote information in the unaudited Humble Financial Statements Humble has delivered to Sterling copies of all management letters prepared by Cabaxxxx, Xxrn and Domaschk and delivered to Humble since January 1, 1995. Promptly upon completion of the audit of the Humble Financial Statements as of and for the year ended December 31, 1997, but in any event no later than March 1, 1998, Humble shall furnish to Sterling copies of such Humble Financial Statements audited by Cabaxxxx, Xxrn xxx Domaxxxx xxxether with the report of such firm thereon.

Financial Statements and Regulatory Reports. (a) Humble The Company (i) has delivered to Sterling copies of the audited unaudited balance sheets and the related audited unaudited statements of income, stockholders' shareholders’ equity and cash flows (including related notes and schedules) of Humble the Company as of and for the year periods ended December 31, 19962005 and December 31, together with the report thereon of Cabaxxxx2004, Xxrn xxx Domaxxxx, xxd and of the unaudited balance sheet and the related unaudited statements statement of income, stockholders' equity and cash flows as of and for the year twelve (12) months ended December 31, 1997 2006 (collectively, the "Humble “Company Financial Statements") ”), and (ii) has furnished Sterling with a true and complete copy of each material report filed by Humble with the Federal Reserve Board or by any of its Subsidiaries Company with any Regulatory Authorities from and after January 1, 1995 2001 (each a "“Regulatory Reporting Document"”), which are all the material documents that Humble the Company was required to file with the Regulatory Authorities since such date and all of which complied when filed in all material respects with all applicable laws and regulations. (b) The Humble Company Financial Statements (as of the dates thereof and for the periods covered thereby) (i) are in accordance with the books and records of Humblethe Company, which are complete and accurate in all material respects and which have been maintained in accordance with good business practices, and (ii) present fairly the financial position and the results of operations, changes in stockholders' shareholders’ equity and cash flows of Humble the Company as of the dates and for the periods indicated, in accordance with GAAP except for . The financial statements are prepared using the absence accrual method of certain footnote information in accounting. The Federal Income Tax Returns of the unaudited Humble Financial Statements Humble has Company are filed using the cash method of accounting. No independent certified public accountants have prepared or delivered to Sterling copies of all the Company any management letters prepared by Cabaxxxxthat express any material concerns or issues regarding the Company’s internal controls, Xxrn and Domaschk and delivered to Humble accounting practices or financial conditions since January 1, 1995. Promptly upon completion 2001. (c) Except for liabilities and obligations incurred in the Ordinary Course of Business of the audit Company and except as disclosed in Section 3.5 of the Humble Company Disclosure Memorandum, the Company does not have any material liabilities or obligations, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except as and to the extent disclosed or reflected in the Company Financial Statements Statements. The Company will provide Sterling with the unaudited and statements of financial position of the Company as of and for the year ended December 31end of each month hereafter, 1997, but in any event prepared on a basis consistent with prior periods. The Company has no later than March 1, 1998, Humble shall furnish to Sterling copies of such Humble Financial Statements audited by Cabaxxxx, Xxrn xxx Domaxxxx xxxether off balance sheet liabilities associated with the report of such firm thereonfinancial derivative products or potential liabilities associated with financial derivative products.

Financial Statements and Regulatory Reports. (a) Humble The Company (i) has delivered to Sterling copies of the audited consolidated balance sheets and the related audited consolidated statements of income, stockholders' equity and cash flows (including related notes and schedules) of Humble the Company and its consolidated Subsidiaries as of and for the fiscal years ended December 31, 1998 and December 31, 1999, together with the report thereof of KPMG Peat Marwick, L.L.P. for the fiscal year ended December 31, 19961998 and Xxxxxxx, together with Xxxxxxxxxx & Co., L.L.P. for the report thereon of Cabaxxxxfiscal year ended December 31, Xxrn xxx Domaxxxx1999, xxd and of the unaudited balance sheet and the related unaudited statements statement of income, stockholders' equity and cash flows as of and for the year six (6) months ended December 31June 30, 1997 2000 (collectively, the "Humble Company Financial Statements") ), and (ii) has furnished Sterling with a true and complete copy of each material report filed by Humble the Company with the Federal Reserve Board or by any of its Subsidiaries with any Regulatory Authorities from and after January 1, 1995 1997 (each a "Regulatory Reporting Document"), which are all the material documents that Humble the Company or any of its Subsidiaries was required to file with the Regulatory Authorities since such date and all of which complied when filed in all material respects with all applicable laws and regulations. (b) The Humble Company Financial Statements (as of the dates thereof and for the periods covered thereby) (i) are in accordance with the books and records of Humblethe Company and its Subsidiaries, which are complete and accurate in all material respects and which have been maintained in accordance with good business practices, and (ii) present fairly the consolidated financial position and the consolidated results of operations, changes in stockholders' equity and cash flows of Humble the Company and its Subsidiaries as of the dates and for the periods indicated, in accordance with GAAP GAAP, subject in the case of unaudited interim financial statements for the six (6) months ended June 30, 2000 to normal recurring year-end adjustments and except for the absence of certain footnote information in the such unaudited Humble Financial Statements Humble interim financial statements. Neither KPMG Peat Marwick, L.L.P., Xxxxxxx, Xxxxxxxxxx & Co., L.L.P., nor any other firm of independent certified public accountants has prepared or delivered to Sterling copies of all the Company any management letters prepared by Cabaxxxxthat express any material concerns or issues regarding the Company's internal controls, Xxrn and Domaschk and delivered to Humble accounting practices or financial conditions since January 1, 1995. Promptly upon completion of the audit of the Humble Financial Statements as of and for the year ended December 31, 1997, but in any event no later than March 1, 1998, Humble shall furnish to Sterling copies of such Humble Financial Statements audited by Cabaxxxx, Xxrn xxx Domaxxxx xxxether with the report of such firm thereon.

Financial Statements and Regulatory Reports. (a) Humble (i) The Company has previously delivered to Sterling Buyer true, correct and complete copies of the audited consolidated balance sheets of the Company as of December 31, 2016, 2015 and 2014 and the related audited consolidated statements of income, stockholders' ’ equity and cash flows (including related notes for the fiscal years 2014 through 2016, inclusive, in each case accompanied by the audit report of the Company’s independent registered public accounting firm and schedules) the interim financial statements of Humble the Company as of and for the year six months ended June 30, 2017 and for 2016. The financial statements referred to in this Section 3.11 (including the related notes and schedules, where applicable, the “Company Financial Statements”) fairly present, and the financial statements referred to in Section 6.12 will fairly present, the consolidated results of operations and consolidated financial condition of the Company for the respective fiscal periods or as of the respective dates therein set forth, in each case in accordance with GAAP (as defined in Section 9.3) consistently applied during the periods involved; provided, however, that the unaudited financial statements are subject to normal year-end audit adjustments and do not contain all footnotes required under GAAP. Except for those liabilities that are fully reflected or reserved against on the most recent audited consolidated balance sheet of the Company as of December 31, 19962016 (the “Company Balance Sheet”), together with the report thereon of Cabaxxxx, Xxrn xxx Domaxxxx, xxd set forth on Schedule 3.11 of the unaudited balance sheet and Company Disclosure Schedule or incurred in the related unaudited statements ordinary course of incomebusiness consistent with past practice or in connection with this Agreement, stockholders' equity and cash flows as of and for the year ended since December 31, 1997 (collectively2016, the "Humble Financial Statements") and Company does not have any liabilities or obligations of any nature (ii) has furnished Sterling with a true and complete copy of each material report filed by Humble with the Federal Reserve Board whether accrued, absolute, contingent or by any of its Subsidiaries with any Regulatory Authorities from and after January 1, 1995 (each a "Regulatory Reporting Document"otherwise), which are all the material documents that Humble was required to file with the Regulatory Authorities since such date and all of which complied when filed in all material respects with all applicable laws and regulations. (b) The Humble Financial Statements (as of the dates thereof and for the periods covered thereby) Company maintains internal controls which provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Company, (iii) access to assets of the Company is permitted only in accordance with management’s authorization, (iv) the books reporting of assets of the Company is compared with existing assets at regular intervals, and records (v) assets and liabilities of Humblethe Company are recorded accurately in the Company’s financial statements. (c) Since January 1, which are 2014, the Company has duly filed with the OCC and any other applicable Governmental Authority, in correct form the reports required to be filed under applicable laws and regulations and such reports were complete and accurate and in all material respects and which have been maintained in accordance with good business practices, and (ii) present fairly the financial position and the results of operations, changes in stockholders' equity and cash flows of Humble as of the dates and for the periods indicated, in accordance with GAAP except for the absence of certain footnote information in the unaudited Humble Financial Statements Humble has delivered to Sterling copies of all management letters prepared by Cabaxxxx, Xxrn and Domaschk and delivered to Humble since January 1, 1995. Promptly upon completion of the audit of the Humble Financial Statements as of and for the year ended December 31, 1997, but in any event no later than March 1, 1998, Humble shall furnish to Sterling copies of such Humble Financial Statements audited by Cabaxxxx, Xxrn xxx Domaxxxx xxxether compliance with the report requirements of such firm thereonapplicable laws and regulations.

Financial Statements and Regulatory Reports. (a) Humble The Company (i) has delivered to Sterling copies of the audited consolidated balance sheets and the related audited consolidated statements of income, stockholders' equity and cash flows (including related notes and schedules) of Humble the Company and its consolidated Subsidiaries as of and for the fiscal years ended December 31, 2000 and December 31, 2001, together with the report thereof of McGladrey & Xxxxxx, LLP for the fiscal year ended December 31, 1996, together with the report thereon of Cabaxxxx, Xxrn xxx Domaxxxx, xxd 2001 and of the unaudited balance sheet and the related unaudited statements statement of income, stockholders' equity and cash flows as of and for the year three (3) months ended December March 31, 1997 2002 (collectively, the "Humble Company Financial Statements") ), and (ii) has furnished Sterling with a true and complete copy of each material report filed by Humble the Company with the Federal Reserve Board or by any of its Subsidiaries with any Regulatory Authorities from and after January 1, 1995 1999 (each a "Regulatory Reporting Document"), which are all the material documents that Humble the Company or any of its Subsidiaries was required to file with the Regulatory Authorities since such date and all of which complied when filed in all material respects with all applicable laws and regulations. (b) The Humble Company Financial Statements (as of the dates thereof and for the periods covered thereby) (i) are in accordance with the books and records of Humblethe Company and its Subsidiaries, which are complete and accurate in all material respects and which have been maintained in accordance with good business practices, and (ii) present fairly the consolidated financial position and the consolidated results of operations, changes in stockholders' equity and cash flows of Humble the Company and its Subsidiaries as of the dates and for the periods indicated, in accordance with GAAP GAAP, subject in the case of unaudited interim financial statements for the three (3) months ended March 31, 2002 to normal recurring year-end adjustments and except for the absence of certain footnote information in such unaudited interim financial statements. Except as set forth in Section 5.05 of the unaudited Humble Financial Statements Humble Company Disclosure Schedule, neither McGladrey & Xxxxxx, LLP nor any other firm of independent certified public accountants has prepared or delivered to Sterling copies of all the Company any management letters prepared by Cabaxxxxthat express any material concerns or issues regarding the Company's internal controls, Xxrn and Domaschk and delivered to Humble accounting practices or financial conditions since January 1, 1995. Promptly upon completion of the audit of the Humble Financial Statements as of and for the year ended December 31, 1997, but in any event no later than March 1, 1998, Humble shall furnish to Sterling copies of such Humble Financial Statements audited by Cabaxxxx, Xxrn xxx Domaxxxx xxxether with the report of such firm thereon1999.

Financial Statements and Regulatory Reports. (a) Humble The Company (i) has delivered to Sterling copies of the audited consolidated balance sheets and the related audited consolidated statements of income, stockholders' equity and cash flows (including related notes and schedules) of Humble the Company and its consolidated Subsidiaries as of and for the year 12 months ended December 31June 30, 19961996 and June 30, 1997, together with the report thereon thereof of CabaxxxxXxxxx Xxxxxxxx LLP, Xxrn xxx Domaxxxx, xxd and of the unaudited balance sheet and the related unaudited statements statement of income, stockholders' equity and cash flows as of and for the year years ended December 31, 1996 and December 31, 1997 and the nine months ended September 30, 1998 (collectively, the "Humble Company Financial Statements") ), and (ii) has furnished Sterling with a true and complete copy of each material report filed by Humble the Company with the Federal Reserve Board or by any of its Subsidiaries with any Regulatory Authorities from and after January 1, 1995 (each a "Regulatory Reporting Document"), which are all the material documents that Humble the Company was required to file with the Regulatory Authorities since such date and all of which complied when filed in all material respects with all applicable laws and regulations. (b) The Humble Company Financial Statements (as of the dates thereof and for the periods covered thereby) (i) are in accordance with the books and records of Humblethe Company and its Subsidiaries, which are complete and accurate in all material respects and which have been maintained in accordance with good business practices, and (ii) present fairly the consolidated financial position and the consolidated results of operations, changes in stockholders' equity and cash flows of Humble the Company and its Subsidiaries as of the dates and for the periods indicated, in accordance with GAAP GAAP, subject in the case of unaudited interim financial statements for the nine months ended September 30, 1998 to normal recurring year-end adjustments and except for the absence of certain footnote information in the such unaudited Humble Financial Statements Humble interim financial statements. Neither Xxxxx Xxxxxxxx LLP nor any other firm of independent certified public accountants has prepared or delivered to Sterling copies of all the Company any management letters prepared by Cabaxxxx, Xxrn and Domaschk and delivered to Humble since January 1, 1995. Promptly upon completion of the audit of the Humble Financial Statements as of and for the year ended December 31, 1997, but in any event no later than March 1, 1998, Humble shall furnish to Sterling copies of such Humble Financial Statements audited by Cabaxxxx, Xxrn xxx Domaxxxx xxxether with the report of such firm thereon.

Financial Statements and Regulatory Reports. (a) Humble The Company (i) has delivered to Sterling copies of the audited consolidated balance sheets and the related audited consolidated statements of income, stockholdersshareholders' equity and cash flows (including related notes and schedules) of Humble the Company and its consolidated Subsidiaries as of and for the year periods ended December 31, 19961999 and December 31, 2000, together with the report thereon thereof of CabaxxxxMarch 13, Xxrn xxx Domaxxxx, xxd 2001 and of the unaudited balance sheet and the related unaudited statements statement of income, stockholders' equity and cash flows as of and for the year six (6) months ended December 31June 30, 1997 2001 (collectively, the "Humble Company Financial Statements") ), and (ii) has furnished Sterling with a true and complete copy of each material report filed by Humble the Company with the Federal Reserve Board or by any of its Subsidiaries with any Regulatory Authorities from and after January 1, 1995 1997 (each a "Regulatory Reporting Document"), which are all the material documents that Humble the Company or any of its Subsidiaries was required to file with the Regulatory Authorities since such date and all of which complied when filed in all material respects with all applicable laws and regulations. (b) The Humble Company Financial Statements (as of the dates thereof and for the periods covered thereby) (i) are in accordance with the books and records of Humblethe Company and its Subsidiaries, which are complete and accurate in all material respects and which have been maintained in accordance with good business practices, and (ii) present fairly the consolidated financial position and the consolidated results of operations, changes in stockholdersshareholders' equity and cash flows of Humble the Company and its Subsidiaries as of the dates and for the periods indicated, in accordance with GAAP GAAP, subject in the case of unaudited interim financial statements for the six (6) months ended June 30, 2001 to normal recurring year-end adjustments and except for the absence of certain footnote information in the such unaudited Humble Financial Statements Humble interim financial statements. Neither Xxxxxx & Xxxxxxx Company, nor any other firm of independent certified public accountants has prepared or delivered to Sterling copies of all the Company any management letters prepared by Cabaxxxxthat express any material concerns or issues regarding the Company's internal controls, Xxrn and Domaschk and delivered to Humble accounting practices or financial conditions since January 1, 1995. Promptly upon completion of the audit of the Humble Financial Statements as of and for the year ended December 31, 1997, but in any event no later than March 1, 1998, Humble shall furnish to Sterling copies of such Humble Financial Statements audited by Cabaxxxx, Xxrn xxx Domaxxxx xxxether with the report of such firm thereon.

Financial Statements and Regulatory Reports. (a) Humble The Company (i) has delivered to Sterling copies of the audited consolidated balance sheets and the related audited consolidated statements of income, stockholders' shareholders’ equity and cash flows (including related notes and schedules) of Humble the Company and its consolidated Subsidiaries as of and for the year periods ended December 31, 19962004 and December 31, 2003, together with the report thereon of Cabaxxxx, Xxrn xxx Domaxxxx, xxd thereof and of the unaudited balance sheet and the related unaudited statements statement of income, stockholders' equity and cash flows as of and for the year three (3) months ended December March 31, 1997 2005 (collectively, the "Humble “Company Financial Statements") ”), and (ii) has furnished Sterling with a true and complete copy of each material report filed by Humble the Company with the Federal Reserve Board or by any of its Subsidiaries with any Regulatory Authorities from and after January 1, 1995 2000 (each a "“Regulatory Reporting Document"”), which are all the material documents that Humble the Company or any of its Subsidiaries was required to file with the Regulatory Authorities since such date and all of which complied when filed in all material respects with all applicable laws and regulations. (b) The Humble Company Financial Statements (as of the dates thereof and for the periods covered thereby) (i) are in accordance with the books and records of Humblethe Company and its Subsidiaries, which are complete and accurate in all material respects and which have been maintained in accordance with good business practices, and (ii) present fairly the consolidated financial position and the consolidated results of operations, changes in stockholders' shareholders’ equity and cash flows of Humble the Company and its Subsidiaries as of the dates and for the periods indicated, in accordance with GAAP GAAP, subject in the case of unaudited interim financial statements for the three (3) months ended March 31, 2005 to normal recurring year-end adjustments and except for the absence of certain footnote information in the such unaudited Humble Financial Statements Humble interim financial statements. Neither Lane, Gorman & Trubitt independent certified public accountants has prepared or delivered to Sterling copies of all the Company any management letters prepared by Cabaxxxxthat express any material concerns or issues regarding the Company’s internal controls, Xxrn and Domaschk and delivered to Humble accounting practices or financial conditions since January 1, 19952000. (c) Neither the Company nor its Subsidiaries have any liabilities or obligations of a type which should be included in or reflected on the Company Financial Statements if prepared in accordance with GAAP, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except as and to the extent disclosed or reflected in the Company Financial Statements. Promptly upon completion The Company will provide Sterling with the unaudited consolidated and unconsolidated statements of financial position of the audit Company and its Subsidiaries as of the Humble Financial end of each month hereafter, prepared on a basis consistent with prior periods and promptly following their availability, the Company will provide Sterling with the Reports of Condition and Statements as of and Income (“Call Reports”) of its Subsidiaries for the year ended December all periods ending after) March 31, 1997, but in any event 2005. The Company and its Subsidiaries have no later than March 1, 1998, Humble shall furnish to Sterling copies of such Humble Financial Statements audited by Cabaxxxx, Xxrn xxx Domaxxxx xxxether off balance sheet liabilities associated with the report of such firm thereonfinancial derivative products or potential liabilities associated with financial derivative products.

Financial Statements and Regulatory Reports. (a) Humble The Company (i) has delivered to Sterling copies of the audited unaudited consolidated balance sheets and the related audited unaudited consolidated statements of income, stockholdersshareholders' equity and cash flows (including related notes and schedules) of Humble the Company and its consolidated Subsidiaries as of and for the year periods ended December 31, 19962002 and December 31, 2001, together with the report thereon thereof of CabaxxxxJune 30, Xxrn xxx Domaxxxx, xxd 2003 and of the unaudited balance sheet and the related unaudited statements statement of income, stockholders' equity and cash flows as of and for the year six (6) months ended December 31June 30, 1997 2003 (collectively, the "Humble Company Financial Statements") ), and (ii) has furnished Sterling with a true and complete copy of each material report filed by Humble the Company with the Federal Reserve Board or by any of its Subsidiaries with any Regulatory Authorities from and after January 1, 1995 1998 (each a "Regulatory Reporting Document"), which are all the material documents that Humble the Company or any of its Subsidiaries was required to file with the Regulatory Authorities since such date and all of which complied when filed in all material respects with all applicable laws and regulations. (b) The Humble Company Financial Statements (as of the dates thereof and for the periods covered thereby) (i) are in accordance with the books and records of Humblethe Company and its Subsidiaries, which are complete and accurate in all material respects and which have been maintained in accordance with good business practices, and (ii) present fairly the consolidated financial position and the consolidated results of operations, changes in stockholdersshareholders' equity and cash flows of Humble the Company and its Subsidiaries as of the dates and for the periods indicated, in accordance with GAAP GAAP, subject in the case of unaudited interim financial statements for the six (6) months ended June 30, 2003 to normal recurring year-end adjustments and except for the absence of certain footnote information in the such unaudited Humble Financial Statements Humble interim financial statements. Neither KPMG LLP, nor any other firm of independent certified public accountants has prepared or delivered to Sterling copies of all the Company any management letters prepared by Cabaxxxxthat express any material concerns or issues regarding the Company's internal controls, Xxrn and Domaschk and delivered to Humble accounting practices or financial conditions since January 1, 19951998. (c) Neither the Company nor its Subsidiaries have any liabilities or obligations of a type which should be included in or reflected on the Company Financial Statements if prepared in accordance with GAAP, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except as and to the extent disclosed or reflected in the Company Financial Statements. Promptly upon completion The Company will provide Sterling with the unaudited consolidated and unconsolidated statements of financial position of the audit Company and its Subsidiaries as of the Humble Financial end of each month hereafter, prepared on a basis consistent with prior periods and promptly following their availability, the Company will provide Sterling with the Reports of Condition and Statements as of and Income ("Call Reports") of its Subsidiaries for the year ended December all periods ending after March 31, 1997, but in any event 2003. The Company and its Subsidiaries have no later than March 1, 1998, Humble shall furnish to Sterling copies of such Humble Financial Statements audited by Cabaxxxx, Xxrn xxx Domaxxxx xxxether off balance sheet liabilities associated with the report of such firm thereonfinancial derivative products or potential liabilities associated with financial derivative products.

Financial Statements and Regulatory Reports. (a) Humble The Bank (i) has delivered to Sterling copies of the audited consolidated balance sheets and the related audited consolidated statements of income, stockholders' shareholders’ equity and cash flows (including related notes and schedules) of Humble the Bank and its consolidated Subsidiaries as of and for the year periods ended December 31, 19962005 and December 31, together with the report thereon of Cabaxxxx2004, Xxrn xxx Domaxxxx, xxd and of the unaudited balance sheet and the related unaudited statements statement of income, stockholders' equity and cash flows as of and for the year three months ended December 31September 30, 1997 2006 (collectively, the "Humble “Bank Financial Statements") ”), and (ii) has furnished Sterling with a true and complete copy of each material report filed by Humble the Bank with the Federal Reserve Board or by any of its Subsidiaries with any Regulatory Authorities from and after January 1November 20, 1995 2003 (each a "“Regulatory Reporting Document"”), which are all the material documents that Humble the Bank or any of its Subsidiaries was required to file with the Regulatory Authorities since such date and all of which complied when filed in all material respects with all applicable laws and regulations. (b) The Humble Bank Financial Statements (as of the dates thereof and for the periods covered thereby) (i) are in accordance with the books and records of Humblethe Bank and its Subsidiaries, which are complete and accurate in all material respects and which have been maintained in accordance with good business practices, and (ii) present fairly the consolidated financial position and the consolidated results of operations, changes in stockholders' shareholders’ equity and cash flows of Humble the Bank and its Subsidiaries as of the dates and for the periods indicated, in accordance with GAAP GAAP, subject in the case of unaudited interim financial statements for the three months ended September 30, 2006 to normal recurring year-end adjustments and except for the absence of certain footnote information in such unaudited interim financial statements. Neither Xxxxxx & Xxxxxxx Co. nor any other firm of independent certified public accountants has prepared or delivered to the Bank any management letters that express any material concerns or issues regarding the Bank’s internal controls, accounting practices or financial conditions since November 20, 2003. (c) Neither the Bank nor its Subsidiaries have any liabilities or obligations of a type which should be included in or reflected on the Bank Financial Statements if prepared in accordance with GAAP, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except as and to the extent disclosed or reflected in the Bank Financial Statements. The Bank will provide Sterling with the unaudited Humble Financial Statements Humble has delivered to Sterling copies consolidated and unconsolidated statements of all management letters prepared by Cabaxxxx, Xxrn and Domaschk and delivered to Humble since January 1, 1995. Promptly upon completion financial position of the audit Bank and its Subsidiaries as of the Humble Financial Statements as end of each month hereafter, prepared on a basis consistent with prior periods and for promptly following their availability, the year ended December 31, 1997, but in any event no later than March 1, 1998, Humble shall furnish to Bank will provide Sterling copies of such Humble Financial Statements audited by Cabaxxxx, Xxrn xxx Domaxxxx xxxether with the report Reports of such firm thereonCondition and Statements of Income (“Call Reports”) of its Subsidiaries for all periods ending after September 30, 2006. The Bank and its Subsidiaries have no off balance sheet liabilities associated with financial derivative products or potential liabilities associated with financial derivative products.

Financial Statements and Regulatory Reports. (a) Humble The Company (i) has delivered to Sterling copies of the audited consolidated balance sheets and the related audited consolidated statements of income, stockholders' shareholders’ equity and cash flows (including related notes and schedules) of Humble the Company and its consolidated Subsidiaries as of and for the year periods ended December 31, 19962005 and December 31, together with the report thereon of Cabaxxxx2004, Xxrn xxx Domaxxxx, xxd and of the unaudited balance sheet and the related unaudited statements statement of income, stockholders' equity and cash flows as of and for the year three (3) months ended December March 31, 1997 2006 (collectively, the "Humble “Company Financial Statements") ”), and (ii) has furnished Sterling with a true and complete copy of each material report filed by Humble the Company with the Federal Reserve Board or by any of its Subsidiaries with any Regulatory Authorities from and after January 1, 1995 2001 (each a "“Regulatory Reporting Document"”), which are all the material documents that Humble the Company or any of its Subsidiaries was required to file with the Regulatory Authorities since such date and all of which complied when filed in all material respects with all applicable laws and regulations. (b) The Humble Company Financial Statements (as of the dates thereof and for the periods covered thereby) (i) are in accordance with the books and records of Humblethe Company and its Subsidiaries, which are complete and accurate in all material respects and which have been maintained in accordance with good business practices, and (ii) present fairly the consolidated financial position and the consolidated results of operations, changes in stockholders' shareholders’ equity and cash flows of Humble the Company and its Subsidiaries as of the dates and for the periods indicated, in accordance with GAAP GAAP, subject in the case of unaudited interim financial statements for the three (3) months ended March 31, 2006 to normal recurring year-end adjustments and except for the absence of certain footnote information in the such unaudited Humble Financial Statements Humble interim financial statements. Neither Fxxxxx, Hxxxxx & Kxxxxx, P.C., nor any other firm of independent certified public accountants has prepared or delivered to Sterling copies of all the Company any management letters prepared by Cabaxxxxthat express any material concerns or issues regarding the Company’s internal controls, Xxrn and Domaschk and delivered to Humble accounting practices or financial conditions since January 1, 19952001. (c) Neither the Company nor its Subsidiaries have any liabilities or obligations of a type which should be included in or reflected on the Company Financial Statements if prepared in accordance with GAAP, whether related to tax or non-tax matters, accrued or contingent, due or not yet due, liquidated or unliquidated, or otherwise, except as and to the extent disclosed or reflected in the Company Financial Statements. Promptly upon completion The Company will provide Sterling with the unaudited consolidated and unconsolidated statements of financial position of the audit Company and its Subsidiaries as of the Humble Financial end of each month hereafter, prepared on a basis consistent with prior periods and promptly following their availability, the Company will provide Sterling with the Reports of Condition and Statements as of and Income (“Call Reports”) of its Subsidiaries for the year ended December all periods ending after) March 31, 1997, but in any event 2006. The Company and its Subsidiaries have no later than March 1, 1998, Humble shall furnish to Sterling copies of such Humble Financial Statements audited by Cabaxxxx, Xxrn xxx Domaxxxx xxxether off balance sheet liabilities associated with the report of such firm thereonfinancial derivative products or potential liabilities associated with financial derivative products.