Common use of Controls Clause in Contracts

Controls. (i) The Company maintains an effective system of “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure. The Company has carried out evaluations of the effectiveness of its disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act. (ii) The Company maintains a system of “internal control over financial reporting” (as defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the Disclosure Package and the Final Prospectus, there are no material weaknesses in the Company’s internal controls.

Controls. (ia) The Since December 31, 2004, the Company maintains an effective system and each of “its Subsidiaries has had in place "disclosure controls and procedures” " (as defined in Rule 13a-15(e) of promulgated under the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to ensure that information required to be disclosed by each of the Company and MRI in the reports that it files or submits to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including controls forms of the SEC and procedures designed to ensure that such information is accumulated and communicated to the Company’s 's and MRI's management as appropriate to allow timely decisions regarding required disclosure. The Company has carried out evaluations of the effectiveness of its disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act. (iib) The Each of the Company and MRI (i) maintains a system of “"internal control over financial reporting” " (as defined in Rule 13a-15(f) of promulgated under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAPgenerally accepted accounting principles, includingincluding policies and procedures that (A) pertain to the maintenance of records that, but not limited toin reasonable detail, internal accounting controls sufficient to accurately and fairly reflect the transactions and dispositions of each of the Company's and MRI's assets, (B) provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity accordance with GAAP generally accepted accounting principles and, in the case of the Bank, RAP, and to maintain asset accountability; (iii) access to assets is permitted that receipts and expenditures are being made only in accordance with management’s general or specific authorization; authorizations of each of the Company's and MRI's management and directors and (ivC) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the recorded accountability for Company's or MRI's assets is compared with that could have a material effect on their financial statements and (ii) has disclosed, based on its most recent evaluation prior to the existing assets at reasonable intervals date hereof, to its independent auditors and appropriate action is taken with respect to its audit committee (A) any differences. Except as disclosed in the Registration Statement, the Disclosure Package and the Final Prospectus, there are no significant deficiencies or material weaknesses in the Company’s design or operation of its internal controlscontrol over financial reporting that are reasonably likely to adversely affect its ability to record, process, summarize and report financial information, and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal control over financial reporting.