Common use of Regulatory Reports; Financial Statements; Undisclosed Liabilities Clause in Contracts

Regulatory Reports; Financial Statements; Undisclosed Liabilities.  (a) Fidelity has previously made available to MNB the Fidelity Regulatory Reports through June 30, 2019. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of operations, and changes in shareholders’ equity of Fidelity or Fidelity Bank as the case may be, as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators applied on a consistent basis. 44  (b) Fidelity has previously delivered to MNB the Fidelity Financials as of the date hereof and will deliver all the Fidelity Financials after the date hereof. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity Financials have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of Fidelity as of and for the periods ending on the dates thereof, in accordance with GAAP applied on a consistent basis, except as noted therein and except as indicated in the case of unaudited statements to normal recurring audit adjustments and the absence of footnotes.  (c) At the date of each balance sheet included in the Fidelity Financials or Fidelity Regulatory Reports, neither Fidelity nor Fidelity Bank (as the case may be) had, or will have, any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Fidelity Financials or Fidelity Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or disclosed in a footnote thereto, except for liabilities, obligations or loss contingencies which are not material in the aggregate to Fidelity or which are incurred in the ordinary course of business, consistent with past practice, and subject, in the case of any unaudited statements, to normal recurring audit adjustments and the absence of footnotes.  (d) Except as set forth on Fidelity Disclosure Schedule 3.06, the records, systems, controls, data and information of Fidelity and the Fidelity Subsidiaries 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 Fidelity or any Fidelity Subsidiary 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 expected to have a Material Adverse Effect on the system of internal accounting controls described in this Section 3.06(d). Fidelity (i) has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, as consistently applied to Fidelity, (ii) to the extent required by applicable law, has implemented and maintains disclosure controls and procedures to ensure that material information relating to Fidelity, including its consolidated Fidelity Subsidiaries, is made known to the chief executive officer and the controller of Fidelity by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to Fidelity’s outside auditors and the audit committee of Fidelity’s board of directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Fidelity’s 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 Fidelity’s internal control over financial reporting. These disclosures (if any) were made in writing by management to Fidelity’s auditors and audit committee and a copy has previously been made available to MNB. 45  (e) Except as set forth in the Fidelity Disclosure Schedule 3.06, since December 31, 2016, each of Fidelity and the Fidelity Subsidiaries have timely filed all Fidelity Regulatory Reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that any of them were required to file with any Governmental Entity, and have timely paid all fees and assessments due and payable in connection therewith. There is no material unresolved violation or exception by any Governmental Entity with respect to any report or statement relating to any examinations of Fidelity or any of the Fidelity Subsidiaries. Fidelity has made available to Merchants Bank the Fidelity Regulatory Reports and the Fidelity Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.  (f) Since December 31, 2016, (i) neither Fidelity nor any of the Fidelity Subsidiaries nor, to the Knowledge of Fidelity, Fidelity Bank, any director, officer, employee, auditor, accountant or representative of Fidelity or any of the Fidelity Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Fidelity or any of the Fidelity Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Fidelity or any of the Fidelity Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Fidelity or any of the Fidelity Subsidiaries, whether or not employed by Fidelity or any of the Fidelity Subsidiaries, has reported evidence of a material violation of law or regulation, breach of fiduciary duty or similar violation by Fidelity or Fidelity Bank, or any of their respective officers, directors, employees or agents to the boards of directors of Fidelity or Fidelity Bank or any committee thereof or to any director or officer of Fidelity or Fidelity Bank.  (g) No agreement pursuant to which any loans or other assets have been or shall be sold by Fidelity or the Fidelity Subsidiaries entitle the buyer of such loans or other assets, unless there is a material breach of representation or covenant by Fidelity or the Fidelity Subsidiaries, to cause Fidelity or the Fidelity Subsidiaries to repurchase such loan or other assets or the buyer to pursue any other form of recourse against Fidelity or the Fidelity Subsidiaries, and there has been no agreement. The Fidelity Regulatory Reports have disclosed, since December 31, 2018, any cash, stock or other dividend or any other distribution with respect to the capital stock of Fidelity that has been declared, set aside or paid. 

Regulatory Reports; Financial Statements; Undisclosed Liabilities.  (a) Fidelity MNB has previously made available to Fidelity the MNB the Fidelity Regulatory Reports through June September 30, 2019. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity The MNB Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of operations, operations and changes in shareholders’ equity of Fidelity MNB or Fidelity Bank Merchants Bank, as the case may be, as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators applied on a consistent basis. 44  (b) Fidelity MNB has previously delivered to Fidelity the MNB Financials as of the Fidelity date hereof. The MNB Financials as of the date hereof and will deliver all the Fidelity Financials after the date hereof. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity Financials have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of Fidelity MNB as of and for the periods ending on the dates thereof, thereof in accordance with GAAP GAAP, applied on a consistent basis, except as noted therein and except as indicated in the case of unaudited statements to normal recurring audit adjustments and the absence of footnotes.  (c) At the date of each balance sheet included in the Fidelity MNB Financials or Fidelity the MNB Regulatory Reports, neither Fidelity MNB nor Fidelity Merchants Bank (as the case may be) had, or will have, have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Fidelity Financials or Fidelity Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or disclosed in a footnote thereto, except for liabilities, obligations or loss contingencies which are not material in the aggregate to Fidelity or which are incurred in the ordinary course of business, consistent with past practice, and subject, in the case of any unaudited statements, to normal recurring audit adjustments and the absence of footnotes. 22  (d) Except as set forth on Fidelity the MNB Disclosure Schedule 3.062.07, the records, systems, controls, data and information of Fidelity MNB and the Fidelity MNB Subsidiaries 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 Fidelity MNB or any Fidelity MNB Subsidiary 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 expected to have a Material Adverse Effect on the system of internal accounting controls described in this Section 3.06(d2.07(d). Fidelity MNB (i) has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, as consistently applied to Fidelitypurposes, (ii) to the extent required by applicable law, has implemented and maintains disclosure controls and procedures to ensure that material information relating to FidelityMNB, including its consolidated Fidelity MNB Subsidiaries, is made known to the chief executive officer and the controller chief financial officer of Fidelity MNB by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior disclosed to the date hereof, to Fidelity’s outside auditors and the audit committee of Fidelity’s MNB or Merchants Bank board of directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect FidelityMNB’s 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 FidelityMNB’s internal control over financial reporting. These disclosures (if any) were made in writing by management to FidelityMNB’s auditors and audit committee and a copy has previously been made available to MNBFidelity. 45  (e) Since March 31, 2016, (i) neither MNB nor any of the MNB Subsidiaries nor, to the Knowledge of MNB or Merchants Bank, any director, officer, employee, auditor, accountant or representative of MNB or any of the MNB Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting practices, procedures, methodologies or methods of MNB or any of the MNB Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that MNB or any of the MNB Subsidiaries has engaged in illegal accounting practices, and (ii) no attorney representing MNB or any of the MNB Subsidiaries, whether or not employed by MNB or any of the MNB Subsidiaries, has reported evidence of a material violation of laws, breach of fiduciary duty or similar violation by MNB or any of its officers, directors, employees or agents to the board of directors of MNB or any committee thereof or to any director or officer of MNB.  (f) Except as set forth in the Fidelity MNB Disclosure Schedule 3.062.07(f), no agreement pursuant to which any loans or other assets have been or shall be sold by MNB or the MNB Subsidiaries entitle the buyer of such loans or other assets, unless there is a material breach of representation or covenant by MNB or the MNB Subsidiaries, to cause MNB or the MNB Subsidiaries to repurchase such loan or other assets or the buyer to pursue any other form of recourse against MNB or the MNB Subsidiaries, and there has been no material breach by MNB or the MNB Subsidiaries of a representation or covenant in any such agreement. The MNB Regulatory Reports have disclosed, since December 31, 2016, any cash, stock or other dividend or any other distribution with respect to the capital stock of MNB that has been declared, set aside or paid.  (g) Except as set forth in the MNB Disclosure Schedule 2.07(g), since March 31, 2016, each of Fidelity MNB and the Fidelity MNB Subsidiaries have timely filed all Fidelity MNB Regulatory Reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that any of them were required to file with any Governmental Entity, and have timely paid all fees and assessments due and payable in connection therewith. There Except as set forth in MNB Disclosure Schedule 2.07(g), there is no material unresolved violation or exception by any Governmental Entity with respect to any report or statement relating to any examinations of Fidelity MNB or any of the Fidelity MNB Subsidiaries. Fidelity MNB has made available to Merchants Bank Fidelity the Fidelity MNB Regulatory Reports and the Fidelity MNB Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.  (f) Since December 31, 2016, (i) neither Fidelity nor any of the Fidelity Subsidiaries nor, to the Knowledge of Fidelity, Fidelity Bank, any director, officer, employee, auditor, accountant or representative of Fidelity or any of the Fidelity Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Fidelity or any of the Fidelity Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Fidelity or any of the Fidelity Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Fidelity or any of the Fidelity Subsidiaries, whether or not employed by Fidelity or any of the Fidelity Subsidiaries, has reported evidence of a material violation of law or regulation, breach of fiduciary duty or similar violation by Fidelity or Fidelity Bank, or any of their respective officers, directors, employees or agents to the boards of directors of Fidelity or Fidelity Bank or any committee thereof or to any director or officer of Fidelity or Fidelity Bank.  (g) No agreement pursuant to which any loans or other assets have been or shall be sold by Fidelity or the Fidelity Subsidiaries entitle the buyer of such loans or other assets, unless there is a material breach of representation or covenant by Fidelity or the Fidelity Subsidiaries, to cause Fidelity or the Fidelity Subsidiaries to repurchase such loan or other assets or the buyer to pursue any other form of recourse against Fidelity or the Fidelity Subsidiaries, and there has been no agreement. The Fidelity Regulatory Reports have disclosed, since December 31, 2018, any cash, stock or other dividend or any other distribution with respect to the capital stock of Fidelity that has been declared, set aside or paid. .

Regulatory Reports; Financial Statements; Undisclosed Liabilities.  (a) Fidelity FC Bancorp has previously made available to MNB ACNB the Fidelity FC Bancorp Regulatory Reports through June 30March 31, 2019. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity The FC Bancorp Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of operations, operations and changes in shareholdersstockholders’ equity of Fidelity FC Bancorp or Fidelity Bank FC Bank, as the case may be, as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators applied on a consistent basis. 44 . (b) Fidelity FC Bancorp has previously delivered to MNB ACNB the Fidelity FC Bancorp Financials as of the date hereof. The FC Bancorp Financials as of the date hereof and will deliver all the Fidelity Financials after the date hereof. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity Financials have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of Fidelity FC Bancorp as of and for the periods ending on the dates thereof, thereof in accordance with GAAP GAAP, applied on a consistent basis, except as noted therein and except as indicated in the case of unaudited statements to normal recurring audit adjustments and the absence of footnotes. . (c) At the date of each balance sheet included in the Fidelity FC Bancorp Financials or Fidelity the FC Bancorp Regulatory Reports, neither Fidelity FC Bancorp nor Fidelity FC Bank (as the case may be) had, or will have, have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Fidelity FC Bancorp Financials or Fidelity FC Bancorp Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations or and loss contingencies which are not material in the aggregate to Fidelity FC Bancorp or which are incurred in the ordinary course of business, consistent with past practice, and subject, in the case of any unaudited statements, to normal recurring audit adjustments and the absence of footnotes. . (d) Except as set forth on Fidelity the FC Bank Disclosure Schedule 3.062.07, the records, systems, controls, data and information of Fidelity FC Bancorp and the Fidelity FC Bancorp Subsidiaries 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 Fidelity FC Bancorp or any Fidelity FC Bancorp Subsidiary 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 expected to have a Material Adverse Effect on the system of internal accounting controls described in this Section 3.06(d2.07(d). Fidelity FC Bancorp (i) has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, as consistently applied to Fidelitypurposes, (ii) to the extent required by applicable law, has implemented and maintains disclosure controls and procedures to ensure that material information relating to FidelityFC Bancorp, including its consolidated Fidelity FC Bancorp Subsidiaries, is made known to the chief executive officer and the controller chief financial officer of Fidelity FC Bancorp by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior disclosed to the date hereof, to Fidelity’s outside auditors and the audit committee of Fidelity’s FC Bancorp or FC Bank board of directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect FidelityFC Bancorp’s 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 FidelityFC Bancorp’s internal control over financial reporting. These disclosures (if any) were made in writing by management to FidelityFC Bancorp’s auditors and audit committee and a copy has previously been made available to MNB. 45 ACNB. (e) Since March 31, 2016, (i) neither FC Bancorp nor any of the FC Bancorp Subsidiaries nor, to the Knowledge of FC Bancorp or FC Bank, any director, officer, employee, auditor, accountant or representative of FC Bancorp or any of the FC Bancorp Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting practices, procedures, methodologies or methods of FC Bancorp or any of the FC Bancorp Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that FC Bancorp or any of the FC Bancorp Subsidiaries has engaged in illegal accounting practices, and (ii) no attorney representing FC Bancorp or any of the FC Bancorp Subsidiaries, whether or not employed by FC Bancorp or any of the FC Bancorp Subsidiaries, has reported evidence of a material violation of laws, breach of fiduciary duty or similar violation by FC Bancorp or any of its officers, directors, employees or agents to the board of directors of FC Bancorp or any committee thereof or to any director or officer of FC Bancorp. (f) No agreement pursuant to which any loans or other assets have been or shall be sold by FC Bancorp or the FC Bancorp Subsidiaries entitle the buyer of such loans or other assets, unless there is a material breach of representation or covenant by FC Bancorp or the FC Bancorp Subsidiaries, to cause FC Bancorp or the FC Bancorp Subsidiaries to repurchase such loan or other assets or the buyer to pursue any other form of recourse against FC Bancorp or the FC Bancorp Subsidiaries, and there has been no material breach by FC Bancorp or the FC Bancorp Subsidiaries of a representation or covenant in any such agreement. The FC Bancorp Regulatory Reports have disclosed, since December 31, 2016, any cash, stock or other dividend or any other distribution with respect to the capital stock of FC Bancorp that has been declared, set aside or paid. (g) Except as set forth in the Fidelity FC Bancorp Disclosure Schedule 3.06Schedules, since December March 31, 2016, each of Fidelity FC Bancorp and the Fidelity FC Bancorp Subsidiaries have timely filed all Fidelity FC Bancorp Regulatory Reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that any of them were required to file with any Governmental Entity, and have timely paid all fees and assessments due and payable in connection therewith. There is no material unresolved violation or exception by any Governmental Entity with respect to any report or statement relating to any examinations of Fidelity FC Bancorp or any of the Fidelity FC Bancorp Subsidiaries. Fidelity FC Bancorp has made available to Merchants Bank ACNB the Fidelity FC Bancorp Regulatory Reports and the Fidelity FC Bancorp Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.  (f) Since December 31, 2016, (i) neither Fidelity nor any of the Fidelity Subsidiaries nor, to the Knowledge of Fidelity, Fidelity Bank, any director, officer, employee, auditor, accountant or representative of Fidelity or any of the Fidelity Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Fidelity or any of the Fidelity Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Fidelity or any of the Fidelity Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Fidelity or any of the Fidelity Subsidiaries, whether or not employed by Fidelity or any of the Fidelity Subsidiaries, has reported evidence of a material violation of law or regulation, breach of fiduciary duty or similar violation by Fidelity or Fidelity Bank, or any of their respective officers, directors, employees or agents to the boards of directors of Fidelity or Fidelity Bank or any committee thereof or to any director or officer of Fidelity or Fidelity Bank.  (g) No agreement pursuant to which any loans or other assets have been or shall be sold by Fidelity or the Fidelity Subsidiaries entitle the buyer of such loans or other assets, unless there is a material breach of representation or covenant by Fidelity or the Fidelity Subsidiaries, to cause Fidelity or the Fidelity Subsidiaries to repurchase such loan or other assets or the buyer to pursue any other form of recourse against Fidelity or the Fidelity Subsidiaries, and there has been no agreement. The Fidelity Regulatory Reports have disclosed, since December 31, 2018, any cash, stock or other dividend or any other distribution with respect to the capital stock of Fidelity that has been declared, set aside or paid. .

Regulatory Reports; Financial Statements; Undisclosed Liabilities.  (a) Fidelity ACNB has previously made available to MNB Traditions the Fidelity ACNB Regulatory Reports through June 30, 20192024. Except as set forth on Fidelity ACNB Disclosure Schedule 3.06, the Fidelity ACNB Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of operations, and changes in shareholders’ equity of Fidelity ACNB or Fidelity ACNB Bank as the case may be, as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators applied on a consistent basis. 44 . (b) Fidelity ACNB has previously delivered to MNB Traditions the Fidelity ACNB Financials as of the date hereof and will deliver all the Fidelity ACNB Financials after the date hereof. Except as set forth on Fidelity ACNB Disclosure Schedule 3.06, the Fidelity ACNB Financials have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of Fidelity ACNB as of and for the periods ending on the dates thereof, in accordance with GAAP applied on a consistent basis, except as noted therein and except as indicated in the case of unaudited statements to normal recurring audit adjustments and the absence of footnotes. . (c) At the date of each balance sheet included in the Fidelity ACNB Financials or Fidelity ACNB Regulatory Reports, neither Fidelity ACNB nor Fidelity ACNB Bank (as the case may be) had, or will have, any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Fidelity ACNB Financials or Fidelity ACNB Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or disclosed in a footnote thereto, except for liabilities, obligations or loss contingencies which are not material in the aggregate to Fidelity ACNB or which are incurred in the ordinary course of business, consistent with past practice, and subject, in the case of any unaudited statements, to normal recurring audit adjustments and the absence of footnotes. . (d) Except as set forth on Fidelity ACNB Disclosure Schedule 3.06, the records, systems, controls, data and information of Fidelity ACNB and the Fidelity ACNB Subsidiaries 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 Fidelity ACNB or any Fidelity ACNB Subsidiary 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 expected to have a Material Adverse Effect on the system of internal accounting controls described in this Section 3.06(d). Fidelity ACNB (i) has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, as consistently applied to FidelityACNB, (ii) to the extent required by applicable law, has implemented and maintains disclosure controls and procedures to ensure that material information relating to FidelityACNB, including its consolidated Fidelity ACNB Subsidiaries, is made known to the chief executive officer and the controller chief financial officer of Fidelity ACNB by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to FidelityACNB’s outside auditors and the audit committee of FidelityACNB’s board of directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect FidelityACNB’s 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 FidelityACNB’s internal control over financial reporting. These disclosures (if any) were made in writing by management to FidelityACNB’s auditors and audit committee and a copy has previously been made available to MNB. 45 Traditions. (e) Except as set forth in the Fidelity ACNB Disclosure Schedule 3.06, since December 31, 20162021, each of Fidelity ACNB and the Fidelity ACNB Subsidiaries have timely filed all Fidelity Regulatory Reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect theretothereto (the “ACNB Regulatory Reports”), that any of them were required to file with any Governmental Entity, and have timely paid all fees and assessments due and payable in connection therewith. There is no material unresolved violation or exception by any Governmental Entity with respect to any report or statement relating to any examinations of Fidelity ACNB or any of the Fidelity ACNB Subsidiaries. Fidelity ACNB has made available to Merchants Traditions Bank the Fidelity ACNB Regulatory Reports and the Fidelity ACNB Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. . (f) Since December 31, 20162021, (i) neither Fidelity ACNB nor any of the Fidelity ACNB Subsidiaries nor, to the Knowledge of FidelityACNB, Fidelity ACNB Bank, any director, officer, employee, auditor, accountant or representative of Fidelity ACNB or any of the Fidelity ACNB Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Fidelity ACNB or any of the Fidelity ACNB Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Fidelity ACNB or any of the Fidelity ACNB Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Fidelity ACNB or any of the Fidelity ACNB Subsidiaries, whether or not employed by Fidelity ACNB or any of the Fidelity ACNB Subsidiaries, has reported evidence of a material violation of law or regulation, breach of fiduciary duty or similar violation by Fidelity ACNB or Fidelity ACNB Bank, or any of their respective officers, directors, employees or agents to the boards of directors of Fidelity ACNB or Fidelity ACNB Bank or any committee thereof or to any director or officer of Fidelity ACNB or Fidelity ACNB Bank. . (g) No agreement pursuant to which any loans or other assets have been or shall be sold by Fidelity ACNB or the Fidelity ACNB Subsidiaries entitle the buyer of such loans or other assets, unless there is a material breach of representation or covenant by Fidelity ACNB or the Fidelity ACNB Subsidiaries, to cause Fidelity ACNB or the Fidelity ACNB Subsidiaries to repurchase such loan or other assets or the buyer to pursue any other form of recourse against Fidelity ACNB or the Fidelity ACNB Subsidiaries, and there has been no agreement. The Fidelity ACNB Regulatory Reports have disclosed, since December 31, 20182023, any cash, stock or other dividend or any other distribution with respect to the capital stock of Fidelity ACNB that has been declared, set aside or paid. .

Regulatory Reports; Financial Statements; Undisclosed Liabilities.  (a) Fidelity Penseco has previously made available to MNB Peoples the Fidelity Penseco Regulatory Reports through June 30March 31, 20192013. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity The Penseco Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators Regulatory Authorities throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of operations, operations and changes in shareholders’ equity of Fidelity Penseco or Fidelity Bank Penn Security, as the case may be, as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators applied on a consistent basis. 44 . (b) Fidelity Penseco has previously delivered to MNB Peoples the Fidelity Penseco Financials as of the date hereof and will deliver all the Fidelity Penseco Financials after the date hereof. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity The Penseco Financials have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of Fidelity Penseco as of and for the periods ending on the dates thereof, in accordance with GAAP applied on a consistent basis, except as noted therein and except as indicated in the case of unaudited statements to normal recurring audit adjustments and the absence of footnotes. . (c) At the date of each balance sheet included in the Fidelity Penseco Financials or Fidelity the Penseco Regulatory Reports, neither Fidelity Penseco nor Fidelity Bank Penn Security (as the case may be) had, or will have, have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Fidelity Penseco Financials or Fidelity Penseco Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations or and loss contingencies which are not material in the aggregate to Fidelity Penseco or which are incurred in the ordinary course of business, consistent with past practice, practice and subject, in the case of any unaudited statements, to normal normal, recurring audit adjustments and the absence of footnotes. . (d) Except as set forth on Fidelity Disclosure Schedule 3.06, the The records, systems, controls, data and information of Fidelity Penseco and the Fidelity Penseco Subsidiaries 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 Fidelity Penseco or any Fidelity Penseco Subsidiary 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 expected to have a Material Adverse Effect on the system of internal accounting controls described in this Section 3.06(d2.05(d). Fidelity Penseco (i) has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, GAAP as consistently applied to FidelityPenseco, (ii) to the extent required by applicable law, has implemented and maintains disclosure controls and procedures to ensure that material information relating to FidelityPenseco, including its consolidated Fidelity Penseco Subsidiaries, is made known to the chief executive officer and the controller principal financial officer of Fidelity Penseco by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to FidelityPenseco’s outside auditors and the audit committee of FidelityPenseco’s board of directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect FidelityPenseco’s 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 FidelityPenseco’s internal control over financial reporting. These disclosures (if any) were made in writing by management to FidelityPenseco’s auditors and audit committee and a copy has previously been made available to MNB. 45 Peoples. (e) Except as set forth in the Fidelity Disclosure Schedule 3.06, since December 31, 2016, each of Fidelity and the Fidelity Subsidiaries have timely filed all Fidelity Regulatory Reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that any of them were required to file with any Governmental Entity, and have timely paid all fees and assessments due and payable in connection therewith. There is no material unresolved violation or exception by any Governmental Entity with respect to any report or statement relating to any examinations of Fidelity or any of the Fidelity Subsidiaries. Fidelity has made available to Merchants Bank the Fidelity Regulatory Reports and the Fidelity Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.  (f) Since December 31, 20162011, (i) neither Fidelity Penseco nor any of the Fidelity Penseco Subsidiaries nor, to the Knowledge of Fidelity, Fidelity BankPenseco, any director, officer, employee, auditor, accountant or representative of Fidelity Penseco or any of the Fidelity Penseco Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Fidelity Penseco or any of the Fidelity Penseco Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Fidelity Penseco or any of the Fidelity Penseco Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Fidelity Penseco or any of the Fidelity Penseco Subsidiaries, whether or not employed by Fidelity Penseco or any of the Fidelity Penseco Subsidiaries, has reported evidence of a material violation of law or regulationSecurities Laws, breach of fiduciary duty or similar violation by Fidelity or Fidelity Bank, Penseco or any of their respective its officers, directors, employees or agents to the boards board of directors of Fidelity or Fidelity Bank Penseco or any committee thereof or to any director or officer of Fidelity or Fidelity Bank.  (g) No agreement pursuant to which any loans or other assets have been or shall be sold by Fidelity or the Fidelity Subsidiaries entitle the buyer of such loans or other assets, unless there is a material breach of representation or covenant by Fidelity or the Fidelity Subsidiaries, to cause Fidelity or the Fidelity Subsidiaries to repurchase such loan or other assets or the buyer to pursue any other form of recourse against Fidelity or the Fidelity Subsidiaries, and there has been no agreement. The Fidelity Regulatory Reports have disclosed, since December 31, 2018, any cash, stock or other dividend or any other distribution with respect to the capital stock of Fidelity that has been declared, set aside or paid. Penseco.

Regulatory Reports; Financial Statements; Undisclosed Liabilities.  (a) Fidelity Landmark has previously made available to MNB Fidelity the Fidelity Landmark Regulatory Reports through June 30December 31, 20192020. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity The Landmark Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of operations, operations and changes in shareholders’ equity of Fidelity Landmark or Fidelity Bank Landmark Bank, as the case may be, as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators applied on a consistent basis. 44  (b) Fidelity Landmark has previously delivered to MNB Fidelity the Fidelity Landmark Financials as of the date hereof. The Landmark Financials as of the date hereof and will deliver all the Fidelity Financials after the date hereof. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity Financials have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of Fidelity Landmark as of and for the periods ending on the dates thereof, thereof in accordance with GAAP GAAP, applied on a consistent basis, except as noted therein and except as indicated in the case of unaudited statements to normal recurring audit adjustments and the absence of footnotes.  (c) At the date of each balance sheet included in the Fidelity Landmark Financials or Fidelity the Landmark Regulatory Reports, neither Fidelity Landmark nor Fidelity Landmark Bank (as the case may be) had, or will have, have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Fidelity Landmark Financials or Fidelity Landmark Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations or and loss contingencies which are not material in the aggregate to Fidelity Landmark or which are incurred in the ordinary course of business, consistent with past practice, and subject, in the case of any unaudited statements, to normal recurring audit adjustments and the absence of footnotes.  (d) Except as set forth on Fidelity Disclosure Schedule 3.06, the The records, systems, controls, data and information of Fidelity Landmark and the Fidelity Landmark Subsidiaries 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 Fidelity Landmark or any Fidelity Landmark Subsidiary 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 expected to have a Material Adverse Effect on the system of internal accounting controls described in this Section 3.06(d2.07(d). Fidelity Landmark (i) has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, as consistently applied to Fidelitypurposes, (ii) to the extent required by applicable law, has implemented and maintains disclosure controls and procedures to ensure that material information relating to Fidelity24 Landmark, including its consolidated Fidelity Landmark Subsidiaries, is made known to the chief executive officer and the controller chief financial officer of Fidelity Landmark by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior disclosed to the date hereof, to Fidelity’s outside auditors and the audit committee of Fidelity’s Landmark or Landmark Bank board of directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect FidelityLandmark’s 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 FidelityLandmark’s internal control over financial reporting. These disclosures (if any) were made in writing by management to FidelityLandmark’s auditors and audit committee and a copy has previously been made available to MNBFidelity. 45  (e) Since December 31, 2017, (i) neither Landmark nor any of the Landmark Subsidiaries nor, to the Knowledge of Landmark or Landmark Bank, any director, officer, employee, auditor, accountant or representative of Landmark or any of the Landmark Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting practices, procedures, methodologies or methods of Landmark or any of the Landmark Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Landmark or any of the Landmark Subsidiaries has engaged in illegal accounting practices, and (ii) no attorney representing Landmark or any of the Landmark Subsidiaries, whether or not employed by Landmark or any of the Landmark Subsidiaries, has reported evidence of a material violation of laws, breach of fiduciary duty or similar violation by Landmark or any of its officers, directors, employees or agents to the board of directors of Landmark or any committee thereof or to any director or officer of Landmark.  (f) No agreement pursuant to which any loans or other assets have been or shall be sold by Landmark or the Landmark Subsidiaries entitle the buyer of such loans or other assets, unless there is a material breach of representation or covenant by Landmark or the Landmark Subsidiaries, to cause Landmark or the Landmark Subsidiaries to repurchase such loan or other assets or the buyer to pursue any other form of recourse against Landmark or the Landmark Subsidiaries, and there has been no material breach by Landmark or the Landmark Subsidiaries of a representation or covenant in any such agreement. The Landmark Regulatory Reports have disclosed, since December 31, 2017, any cash, stock or other dividend or any other distribution with respect to the capital stock of Landmark that has been declared, set aside or paid.  (g) Except as set forth in the Fidelity Landmark Disclosure Schedule 3.062.07(g), since December 31, 20162017, each of Fidelity Landmark and the Fidelity Landmark Subsidiaries have timely filed all Fidelity Landmark Regulatory Reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that any of them were required to file with any Governmental Entity, and have timely paid all fees and assessments due and payable in connection therewith. There is no material unresolved violation or exception by any Governmental Entity with respect to any report or statement relating to any examinations of Fidelity Landmark or any of the Fidelity Landmark Subsidiaries. Fidelity Landmark has made available to Merchants Bank Fidelity the Fidelity Landmark Regulatory Reports and the Fidelity Landmark Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.  (f) Since December 31, 2016, (i) neither Fidelity nor any of the Fidelity Subsidiaries nor, to the Knowledge of Fidelity, Fidelity Bank, any director, officer, employee, auditor, accountant or representative of Fidelity or any of the Fidelity Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Fidelity or any of the Fidelity Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Fidelity or any of the Fidelity Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Fidelity or any of the Fidelity Subsidiaries, whether or not employed by Fidelity or any of the Fidelity Subsidiaries, has reported evidence of a material violation of law or regulation, breach of fiduciary duty or similar violation by Fidelity or Fidelity Bank, or any of their respective officers, directors, employees or agents to the boards of directors of Fidelity or Fidelity Bank or any committee thereof or to any director or officer of Fidelity or Fidelity Bank.  (g) No agreement pursuant to which any loans or other assets have been or shall be sold by Fidelity or the Fidelity Subsidiaries entitle the buyer of such loans or other assets, unless there is a material breach of representation or covenant by Fidelity or the Fidelity Subsidiaries, to cause Fidelity or the Fidelity Subsidiaries to repurchase such loan or other assets or the buyer to pursue any other form of recourse against Fidelity or the Fidelity Subsidiaries, and there has been no agreement. The Fidelity Regulatory Reports have disclosed, since December 31, 2018, any cash, stock or other dividend or any other distribution with respect to the capital stock of Fidelity that has been declared, set aside or paid. 25

Regulatory Reports; Financial Statements; Undisclosed Liabilities.  (a) Fidelity Peoples has previously made available to MNB Penseco the Fidelity Peoples Regulatory Reports through June 30March 31, 20192013. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity The Peoples Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators Regulatory Authorities throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of operations, and changes in shareholders’ equity of Fidelity Peoples or Fidelity Peoples Bank as the case may be, as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators applied on a consistent basis. 44 . (b) Fidelity Peoples has previously delivered to MNB Penseco the Fidelity Peoples Financials as of the date hereof and will deliver all the Fidelity Peoples Financials after the date hereof. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity The Peoples Financials have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of Fidelity Peoples as of and for the periods ending on the dates thereof, in accordance with GAAP applied on a consistent basis, except as noted therein and except as indicated in the case of unaudited statements to normal recurring audit adjustments and the absence of footnotes. . (c) At the date of each balance sheet included in the Fidelity Peoples Financials or Fidelity Peoples Regulatory Reports, neither Fidelity Peoples nor Fidelity Peoples Bank (as the case may be) had, or will have, any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Fidelity Peoples Financials or Fidelity Peoples Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or disclosed in a footnote thereto, except for liabilities, obligations or loss contingencies which are not material in the aggregate to Fidelity Peoples or which are incurred in the ordinary course of business, consistent with past practice, and subject, in the case of any unaudited statements, to normal recurring audit adjustments and the absence of footnotes. . (d) Except as set forth on Fidelity Section 3.05 of the Peoples Disclosure Schedule 3.06Schedule, the records, systems, controls, data and information of Fidelity Peoples and the Fidelity Peoples Subsidiaries 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 Fidelity Peoples or any Fidelity Peoples Subsidiary 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 expected to have a Material Adverse Effect on the system of internal accounting controls described in this Section 3.06(d3.05(d). Fidelity Peoples (i) has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, as consistently applied to FidelityPeoples, (ii) to the extent required by applicable law, has implemented and maintains disclosure controls and procedures to ensure that material information relating to FidelityPeoples, including its consolidated Fidelity Peoples Subsidiaries, is made known to the chief executive officer and the controller principal financial officer of Fidelity Peoples by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to Fidelity’s Peoples’ outside auditors and the audit committee of Fidelity’s Peoples’ board of directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Fidelity’s Peoples’ 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 Fidelity’s Peoples’ internal control over financial reporting. These disclosures (if any) were made in writing by management to Fidelity’s Peoples’ auditors and audit committee and a copy has previously been made available to MNB. 45 Penseco. (e) Except as set forth in the Fidelity Disclosure Schedule 3.06, since December 31, 2016, each of Fidelity and the Fidelity Subsidiaries have timely filed all Fidelity Regulatory Reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that any of them were required to file with any Governmental Entity, and have timely paid all fees and assessments due and payable in connection therewith. There is no material unresolved violation or exception by any Governmental Entity with respect to any report or statement relating to any examinations of Fidelity or any of the Fidelity Subsidiaries. Fidelity has made available to Merchants Bank the Fidelity Regulatory Reports and the Fidelity Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.  (f) Since December 31, 20162011, (i) neither Fidelity Peoples nor any of the Fidelity Peoples Subsidiaries nor, to the Knowledge of Fidelity, Fidelity BankPeoples, any director, officer, employee, auditor, accountant or representative of Fidelity Peoples or any of the Fidelity Peoples Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Fidelity Peoples or any of the Fidelity Peoples Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Fidelity Peoples or any of the Fidelity Peoples Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Fidelity Peoples or any of the Fidelity Peoples Subsidiaries, whether or not employed by Fidelity Peoples or any of the Fidelity Peoples Subsidiaries, has reported evidence of a material violation of law or regulationSecurities Laws, breach of fiduciary duty or similar violation by Fidelity or Fidelity Bank, Peoples or any of their respective its officers, directors, employees or agents to the boards board of directors of Fidelity or Fidelity Bank Peoples or any committee thereof or to any director or officer of Fidelity or Fidelity Bank.  (g) No agreement pursuant to which any loans or other assets have been or shall be sold by Fidelity or the Fidelity Subsidiaries entitle the buyer of such loans or other assets, unless there is a material breach of representation or covenant by Fidelity or the Fidelity Subsidiaries, to cause Fidelity or the Fidelity Subsidiaries to repurchase such loan or other assets or the buyer to pursue any other form of recourse against Fidelity or the Fidelity Subsidiaries, and there has been no agreement. The Fidelity Regulatory Reports have disclosed, since December 31, 2018, any cash, stock or other dividend or any other distribution with respect to the capital stock of Fidelity that has been declared, set aside or paid. Peoples.

Regulatory Reports; Financial Statements; Undisclosed Liabilities.  (a) Fidelity NW Bancorp has previously made available to MNB ACNB the Fidelity NW Bancorp Regulatory Reports through June September 30, 20192016. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity The NW Bancorp Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of operations, operations and changes in shareholdersstockholders’ equity of Fidelity NW Bancorp or Fidelity Bank NWS Bank, as the case may be, as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators applied on a consistent basis. 44 . (b) Fidelity NW Bancorp has previously delivered to MNB ACNB the Fidelity NW Bancorp Financials as of the date hereof. The NW Bancorp Financials as of the date hereof and will deliver all the Fidelity Financials after the date hereof. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity Financials have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of Fidelity NW Bancorp as of and for the periods ending on the dates thereof, thereof in accordance with GAAP GAAP, applied on a consistent basis, except as noted therein and except as indicated in the case of unaudited statements to normal recurring audit adjustments and the absence of footnotes. . (c) At the date of each balance sheet included in the Fidelity NW Bancorp Financials or Fidelity the NW Bancorp Regulatory Reports, neither Fidelity NW Bancorp nor Fidelity NWS Bank (as the case may be) had, or will have, have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Fidelity NW Bancorp Financials or Fidelity NW Bancorp Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations or and loss contingencies which are not material in the aggregate to Fidelity NW Bancorp or which are incurred in the ordinary course of business, consistent with past practice, and subject, in the case of any unaudited statements, to normal recurring audit adjustments and the absence of footnotes. . (d) Except as set forth on Fidelity Disclosure Schedule 3.06, the The records, systems, controls, data and information of Fidelity NW Bancorp and the Fidelity NW Bancorp Subsidiaries 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 Fidelity NW Bancorp or any Fidelity NW Bancorp Subsidiary 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 expected to have a Material Adverse Effect on the system of internal accounting controls described in this Section 3.06(d2.07(d). Fidelity NW Bancorp (i) has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, as consistently applied to Fidelitypurposes, (ii) to the extent required by applicable law, has implemented and maintains disclosure controls and procedures to ensure that material information relating to FidelityNW Bancorp, including its consolidated Fidelity NW Bancorp Subsidiaries, is made known to the chief executive officer and the controller chief financial officer of Fidelity NW Bancorp by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior disclosed to the date hereof, to Fidelity’s outside auditors and the audit committee of Fidelity’s NW Bancorp or NWS Bank board of directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect FidelityNW Bancorp’s 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 FidelityNW Bancorp’s internal control over financial reporting. These disclosures (if any) were made in writing by management to FidelityNW Bancorp’s auditors and audit committee and a copy has previously been made available to MNB. 45 ACNB. (e) Since September 30, 2014, (i) neither NW Bancorp nor any of the NW Bancorp Subsidiaries nor, to the Knowledge of NW Bancorp or NWS Bank, any director, officer, employee, auditor, accountant or representative of NW Bancorp or any of the NW Bancorp Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting practices, procedures, methodologies or methods of NW Bancorp or any of the NW Bancorp Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that NW Bancorp or any of the NW Bancorp Subsidiaries has engaged in illegal accounting practices, and (ii) no attorney representing NW Bancorp or any of the NW Bancorp Subsidiaries, whether or not employed by NW Bancorp or any of the NW Bancorp Subsidiaries, has reported evidence of a material violation of laws, breach of fiduciary duty or similar violation by NW Bancorp or any of its officers, directors, employees or agents to the board of directors of NW Bancorp or any committee thereof or to any director or officer of NW Bancorp. (f) No agreement pursuant to which any loans or other assets have been or shall be sold by NW Bancorp or the NW Bancorp Subsidiaries entitle the buyer of such loans or other assets, unless there is a material breach of representation or covenant by NW Bancorp or the NW Bancorp Subsidiaries, to cause NW Bancorp or the NW Bancorp Subsidiaries to repurchase such loan or other assets or the buyer to pursue any other form of recourse against NW Bancorp or the NW Bancorp Subsidiaries, and there has been no material breach by NW Bancorp or the NW Bancorp Subsidiaries of a representation or covenant in any such agreement. The NW Bancorp Regulatory Reports have disclosed, since September 2014, any cash, stock or other dividend or any other distribution with respect to the capital stock of NW Bancorp that has been declared, set aside or paid. (g) Except as set forth in the Fidelity NW Bancorp Disclosure Schedule 3.06Schedules, since December 31, 2016September 2014, each of Fidelity NW Bancorp and the Fidelity NW Bancorp Subsidiaries have timely filed all Fidelity NW Bancorp Regulatory Reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that any of them were required to file with any Governmental Entity, and have timely paid all fees and assessments due and payable in connection therewith. There is no material unresolved violation or exception by any Governmental Entity with respect to any report or statement relating to any examinations of Fidelity NW Bancorp or any of the Fidelity NW Bancorp Subsidiaries. Fidelity NW Bancorp has made available to Merchants Bank ACNB the Fidelity NW Bancorp Regulatory Reports and the Fidelity NW Bancorp Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.  (f) Since December 31, 2016, (i) neither Fidelity nor any of the Fidelity Subsidiaries nor, to the Knowledge of Fidelity, Fidelity Bank, any director, officer, employee, auditor, accountant or representative of Fidelity or any of the Fidelity Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Fidelity or any of the Fidelity Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Fidelity or any of the Fidelity Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Fidelity or any of the Fidelity Subsidiaries, whether or not employed by Fidelity or any of the Fidelity Subsidiaries, has reported evidence of a material violation of law or regulation, breach of fiduciary duty or similar violation by Fidelity or Fidelity Bank, or any of their respective officers, directors, employees or agents to the boards of directors of Fidelity or Fidelity Bank or any committee thereof or to any director or officer of Fidelity or Fidelity Bank.  (g) No agreement pursuant to which any loans or other assets have been or shall be sold by Fidelity or the Fidelity Subsidiaries entitle the buyer of such loans or other assets, unless there is a material breach of representation or covenant by Fidelity or the Fidelity Subsidiaries, to cause Fidelity or the Fidelity Subsidiaries to repurchase such loan or other assets or the buyer to pursue any other form of recourse against Fidelity or the Fidelity Subsidiaries, and there has been no agreement. The Fidelity Regulatory Reports have disclosed, since December 31, 2018, any cash, stock or other dividend or any other distribution with respect to the capital stock of Fidelity that has been declared, set aside or paid. .

Regulatory Reports; Financial Statements; Undisclosed Liabilities.  (a) Fidelity ACNB has previously made available to MNB NW Bancorp the Fidelity ACNB Regulatory Reports through June September 30, 20192016. Except as set forth on Fidelity ACNB Disclosure Schedule 3.06, the Fidelity ACNB Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of operations, and changes in shareholders’ equity of Fidelity ACNB or Fidelity ACNB Bank as the case may be, as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators applied on a consistent basis. 44 . (b) Fidelity ACNB has previously delivered to MNB NW Bancorp the Fidelity ACNB Financials as of the date hereof and will deliver all the Fidelity ACNB Financials after the date hereof. Except as set forth on Fidelity ACNB Disclosure Schedule 3.06, the Fidelity ACNB Financials have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of Fidelity ACNB as of and for the periods ending on the dates thereof, in accordance with GAAP applied on a consistent basis, except as noted therein and except as indicated in the case of unaudited statements to normal recurring audit adjustments and the absence of footnotes. . (c) At the date of each balance sheet included in the Fidelity ACNB Financials or Fidelity ACNB Regulatory Reports, neither Fidelity ACNB nor Fidelity ACNB Bank (as the case may be) had, or will have, any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Fidelity ACNB Financials or Fidelity ACNB Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or disclosed in a footnote thereto, except for liabilities, obligations or loss contingencies which are not material in the aggregate to Fidelity ACNB or which are incurred in the ordinary course of business, consistent with past practice, and subject, in the case of any unaudited statements, to normal recurring audit adjustments and the absence of footnotes. . (d) Except as set forth on Fidelity ACNB Disclosure Schedule 3.06, the records, systems, controls, data and information of Fidelity ACNB and the Fidelity ACNB Subsidiaries 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 Fidelity ACNB or any Fidelity ACNB Subsidiary 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 expected to have a Material Adverse Effect on the system of internal accounting controls described in this Section 3.06(d). Fidelity ACNB (i) has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, as consistently applied to FidelityACNB, (ii) to the extent required by applicable law, has implemented and maintains disclosure controls and procedures to ensure that material information relating to FidelityACNB, including its consolidated Fidelity ACNB Subsidiaries, is made known to the chief executive officer and the controller of Fidelity ACNB by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to FidelityACNB’s outside auditors and the audit committee of FidelityACNB’s board of directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect FidelityACNB’s 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 FidelityACNB’s internal control over financial reporting. These disclosures (if any) were made in writing by management to FidelityACNB’s auditors and audit committee and a copy has previously been made available to MNB. 45 NW Bancorp. (e) Except as set forth in the Fidelity ACNB Disclosure Schedule 3.06Schedules, since December 31, March 2016, each of Fidelity ACNB and the Fidelity ACNB Subsidiaries have timely filed all Fidelity Regulatory Reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect theretothereto (the “ACNB Regulatory Reports”), that any of them were required to file with any Governmental Entity, and have timely paid all fees and assessments due and payable in connection therewith. There is no material unresolved violation or exception by any Governmental Entity with respect to any report or statement relating to any examinations of Fidelity ACNB or any of the Fidelity ACNB Subsidiaries. Fidelity ACNB has made available to Merchants ACNB Bank the Fidelity ACNB Regulatory Reports and the Fidelity ACNB Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. . (f) Since December 31, 20162015, (i) neither Fidelity ACNB nor any of the Fidelity ACNB Subsidiaries nor, to the Knowledge of FidelityACNB, Fidelity ACNB Bank, any director, officer, employee, auditor, accountant or representative of Fidelity ACNB or any of the Fidelity ACNB Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Fidelity ACNB or any of the Fidelity ACNB Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Fidelity ACNB or any of the Fidelity ACNB Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Fidelity ACNB or any of the Fidelity ACNB Subsidiaries, whether or not employed by Fidelity ACNB or any of the Fidelity ACNB Subsidiaries, has reported evidence of a material violation of law or regulation, breach of fiduciary duty or similar violation by Fidelity ACNB or Fidelity ACNB Bank, or any of their respective officers, directors, employees or agents to the boards of directors of Fidelity ACNB or Fidelity ACNB Bank or any committee thereof or to any director or officer of Fidelity ACNB or Fidelity ACNB Bank. . (g) No agreement pursuant to which any loans or other assets have been or shall be sold by Fidelity ACNB or the Fidelity ACNB Subsidiaries entitle the buyer of such loans or other assets, unless there is a material breach of representation or covenant by Fidelity ACNB or the Fidelity ACNB Subsidiaries, to cause Fidelity ACNB or the Fidelity ACNB Subsidiaries to repurchase such loan or other assets or the buyer to pursue any other form of recourse against Fidelity ACNB or the Fidelity ACNB Subsidiaries, and there has been no agreement. The Fidelity ACNB Regulatory Reports have disclosed, since December March 31, 20182016, any cash, stock or other dividend or any other distribution with respect to the capital stock of Fidelity ACNB that has been declared, set aside or paid. .

Regulatory Reports; Financial Statements; Undisclosed Liabilities.  (a) Fidelity ACNB has previously made available to MNB FC Bancorp the Fidelity ACNB Regulatory Reports through June 30March 31, 2019. Except as set forth on Fidelity ACNB Disclosure Schedule 3.06, the Fidelity ACNB Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of operations, and changes in shareholders’ equity of Fidelity ACNB or Fidelity ACNB Bank as the case may be, as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators applied on a consistent basis. 44 . (b) Fidelity ACNB has previously delivered to MNB FC Bancorp the Fidelity ACNB Financials as of the date hereof and will deliver all the Fidelity ACNB Financials after the date hereof. Except as set forth on Fidelity ACNB Disclosure Schedule 3.06, the Fidelity ACNB Financials have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of Fidelity ACNB as of and for the periods ending on the dates thereof, in accordance with GAAP applied on a consistent basis, except as noted therein and except as indicated in the case of unaudited statements to normal recurring audit adjustments and the absence of footnotes. . (c) At the date of each balance sheet included in the Fidelity ACNB Financials or Fidelity ACNB Regulatory Reports, neither Fidelity ACNB nor Fidelity ACNB Bank (as the case may be) had, or will have, any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Fidelity ACNB Financials or Fidelity ACNB Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or disclosed in a footnote thereto, except for liabilities, obligations or loss contingencies which are not material in the aggregate to Fidelity ACNB or which are incurred in the ordinary course of business, consistent with past practice, and subject, in the case of any unaudited statements, to normal recurring audit adjustments and the absence of footnotes. . (d) Except as set forth on Fidelity ACNB Disclosure Schedule 3.06, the records, systems, controls, data and information of Fidelity ACNB and the Fidelity ACNB Subsidiaries 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 Fidelity ACNB or any Fidelity ACNB Subsidiary 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 expected to have a Material Adverse Effect on the system of internal accounting controls described in this Section 3.06(d). Fidelity ACNB (i) has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, as consistently applied to FidelityACNB, (ii) to the extent required by applicable law, has implemented and maintains disclosure controls and procedures to ensure that material information relating to FidelityACNB, including its consolidated Fidelity ACNB Subsidiaries, is made known to the chief executive officer and the controller of Fidelity ACNB by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to FidelityACNB’s outside auditors and the audit committee of FidelityACNB’s board of directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect FidelityACNB’s 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 FidelityACNB’s internal control over financial reporting. These disclosures (if any) were made in writing by management to FidelityACNB’s auditors and audit committee and a copy has previously been made available to MNB. 45 FC Bancorp. (e) Except as set forth in the Fidelity ACNB Disclosure Schedule 3.06, since December 31, 2016, each of Fidelity ACNB and the Fidelity ACNB Subsidiaries have timely filed all Fidelity Regulatory Reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect theretothereto (the “ACNB Regulatory Reports”), that any of them were required to file with any Governmental Entity, and have timely paid all fees and assessments due and payable in connection therewith. There is no material unresolved violation or exception by any Governmental Entity with respect to any report or statement relating to any examinations of Fidelity ACNB or any of the Fidelity ACNB Subsidiaries. Fidelity ACNB has made available to Merchants FC Bank the Fidelity ACNB Regulatory Reports and the Fidelity ACNB Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. . (f) Since December 31, 2016, (i) neither Fidelity ACNB nor any of the Fidelity ACNB Subsidiaries nor, to the Knowledge of FidelityACNB, Fidelity ACNB Bank, any director, officer, employee, auditor, accountant or representative of Fidelity ACNB or any of the Fidelity ACNB Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Fidelity ACNB or any of the Fidelity ACNB Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Fidelity ACNB or any of the Fidelity ACNB Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Fidelity ACNB or any of the Fidelity ACNB Subsidiaries, whether or not employed by Fidelity ACNB or any of the Fidelity ACNB Subsidiaries, has reported evidence of a material violation of law or regulation, breach of fiduciary duty or similar violation by Fidelity ACNB or Fidelity ACNB Bank, or any of their respective officers, directors, employees or agents to the boards of directors of Fidelity ACNB or Fidelity ACNB Bank or any committee thereof or to any director or officer of Fidelity ACNB or Fidelity ACNB Bank. . (g) No agreement pursuant to which any loans or other assets have been or shall be sold by Fidelity ACNB or the Fidelity ACNB Subsidiaries entitle the buyer of such loans or other assets, unless there is a material breach of representation or covenant by Fidelity ACNB or the Fidelity ACNB Subsidiaries, to cause Fidelity ACNB or the Fidelity ACNB Subsidiaries to repurchase such loan or other assets or the buyer to pursue any other form of recourse against Fidelity ACNB or the Fidelity ACNB Subsidiaries, and there has been no agreement. The Fidelity ACNB Regulatory Reports have disclosed, since December 31, 2018, any cash, stock or other dividend or any other distribution with respect to the capital stock of Fidelity ACNB that has been declared, set aside or paid. .

Regulatory Reports; Financial Statements; Undisclosed Liabilities.  (a) Fidelity Traditions has previously made available to MNB ACNB the Fidelity Traditions Regulatory Reports through June 30, 20192024. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity The Traditions Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of operations, operations and changes in shareholders’ equity of Fidelity Traditions or Fidelity Bank Traditions Bank, as the case may be, as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators applied on a consistent basis. 44 . (b) Fidelity Traditions has previously delivered to MNB ACNB the Fidelity Traditions Financials as of the date hereof. The Traditions Financials as of the date hereof and will deliver all the Fidelity Financials after the date hereof. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity Financials have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of Fidelity Traditions as of and for the periods ending on the dates thereof, thereof in accordance with GAAP GAAP, applied on a consistent basis, except as noted therein and except as indicated in the case of unaudited statements to normal recurring audit adjustments and the absence of footnotes. . (c) At the date of each balance sheet included in the Fidelity Traditions Financials or Fidelity the Traditions Regulatory Reports, neither Fidelity Traditions nor Fidelity Traditions Bank (as the case may be) had, or will have, have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Fidelity Traditions Financials or Fidelity Traditions Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations or and loss contingencies which are not material in the aggregate to Fidelity Traditions or which are incurred in the ordinary course of business, consistent with past practice, and subject, in the case of any unaudited statements, to normal recurring audit adjustments and the absence of footnotes. . (d) Except as set forth on Fidelity Disclosure Schedule 3.06, the The records, systems, controls, data and information of Fidelity Traditions and the Fidelity Traditions Subsidiaries 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 Fidelity Traditions or any Fidelity Traditions Subsidiary 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 expected to have a Material Adverse Effect on the system of internal accounting controls described in this Section 3.06(d2.07(d). Fidelity Traditions (i) has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, as consistently applied to Fidelitypurposes, (ii) to the extent required by applicable law, has implemented and maintains disclosure controls and procedures to ensure that material information relating to FidelityTraditions, including its consolidated Fidelity Traditions Subsidiaries, is made known to the chief executive officer and the controller chief financial officer of Fidelity Traditions by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior disclosed to the date hereof, to Fidelity’s outside auditors and the audit committee of Fidelity’s Traditions or Traditions Bank board of directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Fidelity’s Traditions’ 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 Fidelity’s Traditions’ internal control over financial reporting. These disclosures (if any) were made in writing by management to Fidelity’s Traditions’ auditors and audit committee and a copy has previously been made available to MNB. 45 ACNB. (e) Since March 31, 2021, (i) neither Traditions nor any of the Traditions Subsidiaries nor, to the Knowledge of Traditions or Traditions Bank, any director, officer, employee, auditor, accountant or representative of Traditions or any of the Traditions Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting practices, procedures, methodologies or methods of Traditions or any of the Traditions Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Traditions or any of the Traditions Subsidiaries has engaged in illegal accounting practices, and (ii) no attorney representing Traditions or any of the Traditions Subsidiaries, whether or not employed by Traditions or any of the Traditions Subsidiaries, has reported evidence of a material violation of laws, breach of fiduciary duty or similar violation by Traditions or any of its officers, directors, employees or agents to the board of directors of Traditions or any committee thereof or to any director or officer of Traditions. (f) Except as set forth on Traditions Disclosure Schedule 2.07(f), no agreement pursuant to which any loans or other assets have been or shall be sold by Traditions or the Traditions Subsidiaries entitle the buyer of such loans or other assets, unless there is a material breach of representation or covenant by Traditions or the Traditions Subsidiaries, to cause Traditions or the Traditions Subsidiaries to repurchase such loan or other assets or the buyer to pursue any other form of recourse against Traditions or the Traditions Subsidiaries, and there has been no material breach by Traditions or the Traditions Subsidiaries of a representation or covenant in any such agreement. The Traditions Regulatory Reports have disclosed, since December 31, 2021, any cash, stock or other dividend or any other distribution with respect to the capital stock of Traditions that has been declared, set aside or paid. (g) Except as set forth in the Fidelity Traditions Disclosure Schedule 3.062.07(g), since December March 31, 20162021, each of Fidelity Traditions and the Fidelity Traditions Subsidiaries have timely filed all Fidelity Traditions Regulatory Reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that any of them were required to file with any Governmental Entity, and have timely paid all fees and assessments due and payable in connection therewith. There is no material unresolved violation or exception by any Governmental Entity with respect to any report or statement relating to any examinations of Fidelity Traditions or any of the Fidelity Traditions Subsidiaries. Fidelity There are no material unresolved matters requiring attention, matters requiring board attention, or other matters identified or delineated in or with respect to any report, statement or correspondence relating to any examinations or other investigation by any Governmental Entities of Traditions or of any Traditions Subsidiaries. Traditions has made available to Merchants Bank ACNB the Fidelity Traditions Regulatory Reports and the Fidelity Traditions Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.  (f) Since December 31, 2016, (i) neither Fidelity nor any of the Fidelity Subsidiaries nor, to the Knowledge of Fidelity, Fidelity Bank, any director, officer, employee, auditor, accountant or representative of Fidelity or any of the Fidelity Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Fidelity or any of the Fidelity Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Fidelity or any of the Fidelity Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Fidelity or any of the Fidelity Subsidiaries, whether or not employed by Fidelity or any of the Fidelity Subsidiaries, has reported evidence of a material violation of law or regulation, breach of fiduciary duty or similar violation by Fidelity or Fidelity Bank, or any of their respective officers, directors, employees or agents to the boards of directors of Fidelity or Fidelity Bank or any committee thereof or to any director or officer of Fidelity or Fidelity Bank.  (g) No agreement pursuant to which any loans or other assets have been or shall be sold by Fidelity or the Fidelity Subsidiaries entitle the buyer of such loans or other assets, unless there is a material breach of representation or covenant by Fidelity or the Fidelity Subsidiaries, to cause Fidelity or the Fidelity Subsidiaries to repurchase such loan or other assets or the buyer to pursue any other form of recourse against Fidelity or the Fidelity Subsidiaries, and there has been no agreement. The Fidelity Regulatory Reports have disclosed, since December 31, 2018, any cash, stock or other dividend or any other distribution with respect to the capital stock of Fidelity that has been declared, set aside or paid. .

Regulatory Reports; Financial Statements; Undisclosed Liabilities.  (a) Fidelity has previously made available to MNB Landmark the Fidelity Regulatory Reports through June September 30, 20192020. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of operations, and changes in shareholders’ equity of Fidelity or Fidelity Bank as the case may be, as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles including but not limited to, all applicable rules, regulations and pronouncements of applicable Bank Regulators applied on a consistent basis. 44  (b) Fidelity has previously delivered to MNB Landmark the Fidelity Financials as of the date hereof and will deliver all the Fidelity Financials after the date hereof. Except as set forth on Fidelity Disclosure Schedule 3.06, the Fidelity Financials have been, or will be, prepared in accordance with GAAP applied on a consistent basis throughout the periods covered by such statements, except as noted therein, and fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of Fidelity as of and for the periods ending on the dates thereof, in accordance with GAAP applied on a consistent basis, except as noted therein and except as indicated in the case of unaudited statements to normal recurring audit adjustments and the absence of footnotes.  (c) At the date of each balance sheet included in the Fidelity Financials or Fidelity Regulatory Reports, neither Fidelity nor Fidelity Bank (as the case may be) had, or will have, any 47 liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Fidelity Financials or Fidelity Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or disclosed in a footnote thereto, except for liabilities, obligations or loss contingencies which are not material in the aggregate to Fidelity or which are incurred in the ordinary course of business, consistent with past practice, and subject, in the case of any unaudited statements, to normal recurring audit adjustments and the absence of footnotes.  (d) Except as set forth on Fidelity Disclosure Schedule 3.06, the records, systems, controls, data and information of Fidelity and the Fidelity Subsidiaries 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 Fidelity or any Fidelity Subsidiary 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 expected to have a Material Adverse Effect on the system of internal accounting controls described in this Section 3.06(d). Fidelity (i) has implemented and maintains a system of internal control over financial reporting that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, as consistently applied to Fidelity, (ii) to the extent required by applicable law, has implemented and maintains disclosure controls and procedures to ensure that material information relating to Fidelity, including its consolidated Fidelity Subsidiaries, is made known to the chief executive officer and the controller of Fidelity by others within those entities, and (iii) has disclosed, based on its most recent evaluation prior to the date hereof, to Fidelity’s outside auditors and the audit committee of Fidelity’s board of directors (A) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Fidelity’s 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 Fidelity’s internal control over financial reporting. These disclosures (if any) were made in writing by management to Fidelity’s auditors and audit committee and a copy has previously been made available to MNBLandmark. 45  (e) Except as set forth in the Fidelity Disclosure Schedule 3.06, since December 31, 20162017, each of Fidelity and the Fidelity Subsidiaries have timely filed all Fidelity Regulatory Reports, schedules, forms, registrations and other documents, together with any amendments required to be made with respect thereto, that any of them were required to file with any Governmental Entity, and have timely paid all fees and assessments due and payable in connection therewith. There is no material unresolved violation or exception by any Governmental Entity with respect to any report or statement relating to any examinations of Fidelity or any of the Fidelity Subsidiaries. Fidelity has made available to Merchants Fidelity Bank the Fidelity Regulatory Reports and the Fidelity Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements.  48 (f) Since December 31, 20162017, (i) neither Fidelity nor any of the Fidelity Subsidiaries nor, to the Knowledge of Fidelity, Fidelity Bank, any director, officer, employee, auditor, accountant or representative of Fidelity or any of the Fidelity Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Fidelity or any of the Fidelity Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Fidelity or any of the Fidelity Subsidiaries has engaged in illegal accounting or auditing practices, and (ii) no attorney representing Fidelity or any of the Fidelity Subsidiaries, whether or not employed by Fidelity or any of the Fidelity Subsidiaries, has reported evidence of a material violation of law or regulation, breach of fiduciary duty or similar violation by Fidelity or Fidelity Bank, or any of their respective officers, directors, employees or agents to the boards of directors of Fidelity or Fidelity Bank or any committee thereof or to any director or officer of Fidelity or Fidelity Bank.  (g) No agreement pursuant to which any loans or other assets have been or shall be sold by Fidelity or the Fidelity Subsidiaries entitle the buyer of such loans or other assets, unless there is a material breach of representation or covenant by Fidelity or the Fidelity Subsidiaries, to cause Fidelity or the Fidelity Subsidiaries to repurchase such loan or other assets or the buyer to pursue any other form of recourse against Fidelity or the Fidelity Subsidiaries, and there has been no agreement. The Fidelity Regulatory Reports have disclosed, since December 31, 20182019, any cash, stock or other dividend or any other distribution with respect to the capital stock of Fidelity that has been declared, set aside or paid.