Common use of Systems and Processes Clause in Contracts

Systems and Processes. Each of First Texas and Southwest Bank has devised and maintains a system of internal accounting controls sufficient to ensure that material information is made known to the management of First Texas and Southwest Bank as appropriate and provide reasonable assurances regarding the reliability of financial reporting and the preparation of the First Texas Financial Statements and the Call Reports for external purposes in accordance with GAAP, including that (i) transactions are executed only in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the First Texas Financial Statements and the Call Reports and to maintain accountability for the Assets of First Texas and Southwest Bank, (iii) access to such Assets is permitted only in accordance with management’s authorization, and (iv) the reporting of such Assets is compared with existing Assets at regular intervals. The records, systems, controls, data and information of First Texas and the First Texas Entities are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of First Texas or the First Texas Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on First Texas. First Texas and Southwest Bank have disclosed, based on their most recent evaluation prior to the date of this Agreement, to their auditors and the audit committee of their respective boards of directors (A) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect their ability to record, process, summarize or report financial data and have disclosed to their auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in their internal controls. Since December 31, 2012, neither First Texas nor Southwest Bank nor, to First Texas’ Knowledge, any employee, auditor, accountant or representative of any First Texas Entity has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of First Texas Financial Statements, Call Reports or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of First Texas or any First Texas Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that First Texas or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing First Texas or any of its Subsidiaries, whether or not employed by First Texas or any of its Subsidiaries, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by First Texas or any of its officers, directors or employees to the board of directors of First Texas or any committee thereof or to any director or officer of First Texas. To First Texas’ Knowledge, there has been no instance of fraud by any First Texas Entity, whether or not material, that occurred during any period covered by First Texas Financial Statements.

Systems and Processes. Each of First Texas Reliance and Southwest Reliance Bank has devised and maintains a system of internal accounting controls sufficient to ensure that material information is made known to the management of First Texas Reliance and Southwest Reliance Bank as appropriate and provide reasonable assurances regarding the reliability of financial reporting and the preparation of the First Texas Reliance Financial Statements and the Call Reports for external purposes in accordance with GAAP, including that (i) transactions are executed only in accordance with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the First Texas Reliance Financial Statements and the Call Reports and to maintain accountability for the Assets of First Texas Reliance and Southwest Reliance Bank, (iii) access to such Assets is permitted only in accordance with management’s authorization, and (iv) the reporting of such Assets is compared with existing Assets at regular intervals. The records, systems, controls, data and information of First Texas Reliance and the First Texas Reliance Entities are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of First Texas Reliance or the First Texas Reliance Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on First TexasReliance. First Texas Reliance and Southwest Reliance Bank have disclosed, based on their most recent evaluation prior to the date of this Agreement, to their auditors and the audit committee of their respective boards of directors (A) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect their ability to record, process, summarize or report financial data and have disclosed to their auditors any material weaknesses in internal controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in their internal controls. Since December 31, 20122013, neither First Texas Reliance nor Southwest Reliance Bank nor, to First TexasReliance’ Knowledge, any employee, auditor, accountant or representative of any First Texas Reliance Entity has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the adequacy of such systems and processes or the accuracy or integrity of First Texas Reliance Financial Statements, Call Reports or the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of First Texas Reliance or any First Texas Reliance Subsidiary or their respective internal accounting controls, including any complaint, allegation, assertion or claim that First Texas Reliance or any of its Subsidiaries has engaged in questionable accounting or auditing practices. No attorney representing First Texas Reliance or any of its Subsidiaries, whether or not employed by First Texas Reliance or any of its Subsidiaries, has reported evidence of a material violation of Securities Laws, breach of fiduciary duty or similar violation by First Texas Reliance or any of its officers, directors or employees to the board of directors of First Texas Reliance or any committee thereof or to any director or officer of First TexasReliance. To First TexasReliance’ Knowledge, there has been no instance of fraud by any First Texas Reliance Entity, whether or not material, that occurred during any period covered by First Texas Reliance Financial Statements.