Common use of Reports, Regulatory Matters, Financial Statements Clause in Contracts

Reports, Regulatory Matters, Financial Statements. 4.5.1. MCBI has previously made available to BMBC the MCBI Regulatory Reports. The MCBI Regulatory Reports have been prepared in all respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. MCBI has previously made available to BMBC the MCBI Regulatory Reports. 4.5.2. MCBI has previously made available to BMBC the MCBI Financial Statements. The MCBI Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments and to any other adjustments described therein), the consolidated financial position, results of operations and cash flows of MCBI and the MCBI Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved. 4.5.3. At the date of each balance sheet included in the MCBI Financial Statements or the MCBI Regulatory Reports, neither MCBI nor MCCB, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such MCBI Financial Statements or MCBI Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. All books and records, including the MCBI Financial Statements, of MCBI and the MCBI Subsidiaries have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. 4.5.4. The records, systems, controls, data and information of MCBI and its 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 MCBI or its Subsidiaries (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 maintained by MCBI and its Subsidiaries. 4.5.5. Since December 31, 2012, (a) neither MCBI nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of MCBI or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of MCBI or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that MCBI or any of its Subsidiaries has engaged in illegal accounting or auditing practices, and (b) no attorney representing MCBI or any of its Subsidiaries, whether or not employed by MCBI or any of its Subsidiaries, has reported evidence of a violation of Securities Laws, breach of fiduciary duty or similar violation by MCBI or any of its officers, directors, employees or agents to the Board of Directors of MCBI or any committee thereof or to any director or officer of MCBI.

Reports, Regulatory Matters, Financial Statements. 4.5.1. MCBI has previously made available to BMBC the MCBI Regulatory Reports. The MCBI EXX 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. MCBI EXX has previously made available to BMBC DNB the MCBI EXX Regulatory Reports. 4.5.2. MCBI EXX has previously made available to BMBC DNB the MCBI EXX Financial Statements. The MCBI EXX Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments and to any other adjustments described therein)respects, the consolidated financial position, results of operations and cash flows of MCBI EXX and the MCBI EXX Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involvedGAAP. 4.5.3. At the date of each balance sheet included in the MCBI EXX Financial Statements or the MCBI EXX Regulatory Reports, neither MCBI nor MCCB, as applicable, had EXX did not have any material liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such MCBI EXX Financial Statements or MCBI EXX Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. All books and records, including the MCBI EXX Financial Statements, of MCBI EXX and the MCBI EXX Subsidiaries have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. 4.5.4. The records, systems, controls, data and information of MCBI EXX and its 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 MCBI EXX or its Subsidiaries (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 maintained by MCBI EXX and its Subsidiaries. 4.5.5. Since December 31, 20122015, (a) neither MCBI EXX nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant director or representative executive officer of MCBI EXX or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of MCBI EXX or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that MCBI EXX or any of its Subsidiaries has engaged in illegal accounting or auditing practices, and (b) no attorney representing MCBI EXX or any of its Subsidiaries, whether or not employed by MCBI EXX or any of its Subsidiaries, has reported evidence of a violation of Securities Laws, breach of fiduciary duty or similar violation by MCBI EXX or any of its officers, directors, employees or agents to the Board of Directors of MCBI EXX or any committee thereof or to any director or executive officer of MCBIEXX.

Reports, Regulatory Matters, Financial Statements. 4.5.1. MCBI RBPI has previously made available filed (or furnished, as applicable) all Securities Documents required to BMBC be filed with the MCBI Regulatory ReportsSEC or furnished to the SEC since January 1, 2015, and has paid all fees and assessments due and payable in connection therewith. The MCBI Regulatory Reports have been prepared As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the RBPI Securities Documents complied as to form and substance in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such RBPI Securities Documents, and none of the RBPI Securities Documents when filed with the SEC, or if amended prior to the date hereof, as of the date of such amendment, (in accordance the case of filings under the Securities Act, at the time it was declared effective) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no unresolved outstanding comments from or unresolved issues raised by the SEC, as applicable, with applicable regulatory accounting principles and practices throughout respect to any of the periods covered by such statements. MCBI has previously made available to BMBC the MCBI Regulatory ReportsRBPI Securities Documents. 4.5.2. MCBI has previously made available The consolidated financial statements of RBPI (including any related notes and schedules thereto) included in the RBPI Securities Documents complied as to BMBC form and substance, as of their respective dates of filing with the MCBI Financial Statements. The MCBI Financial Statements SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by the rules of the SEC), have been prepared from the books and records of RBPI and the RBPI Subsidiaries, and all such books and records have been maintained in accordance with GAAPGAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and any other legal and accounting requirements, reflect only actual transactions and (including the related notes where applicable) fairly present in each case present, in all material respects (respects, the consolidated financial position of RBPI and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown, subject in the case of unaudited statements, only to year‑end audit adjustments not material, individually or in the unaudited interim statements to normal year-end adjustments aggregate, in nature and amount, and to any other adjustments described therein)the absence of footnote disclosure. Except for those liabilities to the extent reflected or reserved against in the most recent audited consolidated balance sheet of RBPI and its Subsidiaries (or disclosed in the notes thereto) contained in the RBPI Securities Documents and, the consolidated financial position, results of operations and cash flows of MCBI and the MCBI Subsidiaries on a consolidated basis as of and except for the respective periods ending on the dates thereof, liabilities reflected in accordance with GAAP during the periods involved. 4.5.3. At RBPI Securities Documents filed prior to the date of each balance sheet included hereof or incurred in the MCBI Financial Statements Ordinary Course of Business or the MCBI Regulatory Reportsin connection with this Agreement, since December 31, 2015, neither MCBI RBPI nor MCCB, as applicable, had any liabilities, of its Subsidiaries has any liabilities or obligations or loss contingencies of any nature (whether accrued, absolute, accrued, contingent or otherwise) of a type required by GAAP to be reflected in such MCBI Financial Statements or MCBI Regulatory Reports set forth on its consolidated balance sheet or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. All books and records, including the MCBI Financial Statements, of MCBI and the MCBI Subsidiaries have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactionsnotes thereto. 4.5.44.5.3. The records, systems, controls, data and information of MCBI RBPI and its 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 MCBI RBPI or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive non‑exclusive ownership and non-direct non‑direct control that would not reasonably be expected to have a material and adverse effect on the system of internal accounting controls maintained described below in this Section 4.5.3. RBPI (a) has implemented and maintains a system of internal control over financial reporting (as required by MCBI Rule 13a‑15 of the Exchange Act) that is, among other things, 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, (b) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a‑15(e) of the Exchange Act) to ensure that material information relating to RBPI, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of RBPI by others within those entities, and (c) has evaluated the effectiveness of RBPI’s disclosure controls and procedures and disclosed, based on its most recent evaluation prior to the date hereof, to RBPI’s outside auditors and the audit committee of RBPI’s Board of Directors (the “RBPI Audit Committee”), and to the extent required by Law, in its Securities Documents, (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a‑15(f) of the Exchange Act) which are reasonably likely to adversely affect RBPI’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in RBPI’s internal control over financial reporting. These disclosures (if any) were made in writing to RBPI’s auditors and the RBPI Audit Committee and a copy has previously been made available to BMBC. 4.5.4. RBPI and each of its Subsidiaries, and the officers and directors of each, have made all certifications required under and are otherwise in compliance in all material respects with and have complied in all material respects with (i) the applicable provisions of the Sarbanes‑Oxley Act and the related rules and regulations promulgated under such act and the Exchange Act, and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. As of the date hereof, to the Knowledge of RBPI’s chief executive officer and chief financial officer, each of them will be able to give the certifications required pursuant to the rules and regulations adopted pursuant to Section 302 of the Sarbanes‑Oxley Act, without qualification, when next due. 4.5.5. Since The allowance for loan and lease losses reflected in RBPI’s audited consolidated balance sheet at December 31, 20122015 was, and the allowance for loan and lease losses shown on the balance sheets in RBPI’s Securities Documents for periods ending after December 31, 2015 was, adequate, as of the dates thereof, under GAAP. 4.5.6. Since January 1, 2013, (a) neither MCBI RBPI nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of MCBI RBPI or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of MCBI RBPI or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that MCBI RBPI or any of its Subsidiaries has engaged in illegal accounting or auditing practicespractices or otherwise relating to the Sarbanes‑Oxley Act, and (b) no attorney representing MCBI RBPI or any of its Subsidiaries, whether or not employed by MCBI RBPI or any of its Subsidiaries, has reported evidence of a violation of Securities Laws, breach of fiduciary duty or similar violation by MCBI RBPI or any of its officers, directors, employees or agents to the Board of Directors of MCBI RBPI or any committee thereof or to any director or officer of MCBIRBPI.

Reports, Regulatory Matters, Financial Statements. 4.5.15.5.1. MCBI BMBC has previously made available filed (or furnished, as applicable) all Securities Documents required to BMBC be filed with the MCBI Regulatory Reports. The MCBI Regulatory Reports have been prepared in all respects in accordance with applicable regulatory accounting principles and practices throughout SEC or furnished to the periods covered by such statements. MCBI has previously made available to BMBC the MCBI Regulatory Reports. 4.5.2. MCBI has previously made available to BMBC the MCBI Financial Statements. The MCBI Financial Statements have been prepared in accordance with GAAPSEC since January 1, 2015, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates of filing with the SEC (including or, if amended or superseded by a subsequent filing prior to the related notes where applicable) fairly present in each case date hereof, as of the date of such subsequent filing), the BMBC Securities Documents complied as to form and substance in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such BMBC Securities Documents, and none of the BMBC Securities Documents when filed with the SEC, or if amended prior to the date hereof, as of the date of such amendment, (in the case of filings under the Securities Act, at the time it was declared effective) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no unresolved outstanding comments from or unresolved issues raised by the SEC, as applicable, with respect to any of the BMBC Securities Documents. 5.5.2. The consolidated financial statements of BMBC (including any related notes and schedules thereto) included in the BMBC Securities Documents complied as to form and substance, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by the rules of the SEC), have been prepared from the books and records of BMBC and the BMBC Subsidiaries, and all such books and records have been maintained in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and any other legal and accounting requirements, reflect only actual transactions and fairly present, in all material respects, the consolidated financial position of BMBC and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown, subject in the case of the unaudited interim statements statements, only to normal year-end audit adjustments not material, individually or in the aggregate, in nature and amount, and to any other adjustments described therein)the absence of footnote disclosure. Except for those liabilities to the extent reflected or reserved against in the most recent audited consolidated balance sheet of BMBC and its Subsidiaries contained in the BMBC Securities Documents (or disclosed in the notes thereto) and, the consolidated financial position, results of operations and cash flows of MCBI and the MCBI Subsidiaries on a consolidated basis as of and except for the respective periods ending on the dates thereof, liabilities reflected in accordance with GAAP during the periods involved. 4.5.3. At BMBC Securities Documents filed prior to the date of each balance sheet included hereof or incurred in the MCBI Financial Statements Ordinary Course of Business or the MCBI Regulatory Reportsin connection with this Agreement, since December 31, 2015, neither MCBI BMBC nor MCCB, as applicable, had any liabilities, of its Subsidiaries has any liabilities or obligations or loss contingencies of any nature (whether accrued, absolute, accrued, contingent or otherwise) of a type required by GAAP to be reflected in such MCBI Financial Statements or MCBI Regulatory Reports set forth on its consolidated balance sheet or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. All books and records, including the MCBI Financial Statements, of MCBI and the MCBI Subsidiaries have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactionsnotes thereto. 4.5.45.5.3. The records, systems, controls, data and information of MCBI BMBC and its 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 MCBI BMBC or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material and adverse effect on the system of internal accounting controls maintained by MCBI and its Subsidiaries. 4.5.5described below in this Section 5.5.3. Since December 31, 2012, BMBC (a) neither MCBI nor any has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15 of the Exchange Act) that is, among other things, designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its Subsidiaries nor any directorfinancial statements for external purposes in accordance with GAAP, officer, employee, auditor, accountant or representative (b) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of MCBI or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of MCBI or any of its Subsidiaries or their respective internal accounting controlsExchange Act) to ensure that material information relating to BMBC, including any complaintits consolidated Subsidiaries, allegation, assertion or claim that MCBI or any is made known to the chief executive officer and the chief financial officer of its Subsidiaries has engaged in illegal accounting or auditing practicesBMBC by others within those entities, and (bc) no attorney representing MCBI has evaluated the effectiveness of BMBC’s disclosure controls and procedures and disclosed, based on its most recent evaluation prior to the date hereof, to BMBC’s outside auditors and the audit committee of BMBC’s Board of Directors (the “BMBC Audit Committee”), and to the extent required by Law, in its Securities Documents, (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect BMBC’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in BMBC’s internal control over financial reporting. These disclosures (if any) were made in writing to BMBC’s auditors and the BMBC Audit Committee and a copy has previously been made available to RBPI. 5.5.4. BMBC and each of its Subsidiaries, whether or not employed by MCBI or any and the officers and directors of its Subsidiarieseach, has reported evidence have made all certifications required under and are otherwise in compliance in all material respects with and have complied in all material respects with (i) the applicable provisions of a violation the Xxxxxxxx-Xxxxx Act and the related rules and regulations promulgated under such act and the Exchange Act, and (ii) the applicable listing and corporate governance rules and regulations of Securities LawsNASDAQ. As of the date hereof, breach of fiduciary duty or similar violation by MCBI or any of its officers, directors, employees or agents to the Board Knowledge of Directors BMBC’s chief executive officer and chief financial officer, each of MCBI or any committee thereof or them will be able to any director or officer give the certifications required pursuant to the rules and regulations adopted pursuant to Section 302 of MCBIthe Xxxxxxxx-Xxxxx Act, without qualification, when next due.

Reports, Regulatory Matters, Financial Statements. 4.5.1. MCBI RBPI has previously made available filed (or furnished, as applicable) all Securities Documents required to BMBC be filed with the MCBI Regulatory ReportsSEC or furnished to the SEC since January 1, 2015, and has paid all fees and assessments due and payable in connection therewith. The MCBI Regulatory Reports have been prepared As of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), the RBPI Securities Documents complied as to form and substance in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such RBPI Securities Documents, and none of the RBPI Securities Documents when filed with the SEC, or if amended prior to the date hereof, as of the date of such amendment, (in accordance the case of filings under the Securities Act, at the time it was declared effective) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no unresolved outstanding comments from or unresolved issues raised by the SEC, as applicable, with applicable regulatory accounting principles and practices throughout respect to any of the periods covered by such statements. MCBI has previously made available to BMBC the MCBI Regulatory ReportsRBPI Securities Documents. 4.5.2. MCBI has previously made available The consolidated financial statements of RBPI (including any related notes and schedules thereto) included in the RBPI Securities Documents complied as to BMBC form and substance, as of their respective dates of filing with the MCBI Financial Statements. The MCBI Financial Statements SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by the rules of the SEC), have been prepared from the books and records of RBPI and the RBPI Subsidiaries, and all such books and records have been maintained in accordance with GAAPGAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and any other legal and accounting requirements, reflect only actual transactions and (including the related notes where applicable) fairly present in each case present, in all material respects (respects, the consolidated financial position of RBPI and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown, subject in the case of the unaudited interim statements statements, only to normal year-end audit adjustments not material, individually or in the aggregate, in nature and amount, and to any other adjustments described therein)the absence of footnote disclosure. Except for those liabilities to the extent reflected or reserved against in the most recent audited consolidated balance sheet of RBPI and its Subsidiaries (or disclosed in the notes thereto) contained in the RBPI Securities Documents and, the consolidated financial position, results of operations and cash flows of MCBI and the MCBI Subsidiaries on a consolidated basis as of and except for the respective periods ending on the dates thereof, liabilities reflected in accordance with GAAP during the periods involved. 4.5.3. At RBPI Securities Documents filed prior to the date of each balance sheet included hereof or incurred in the MCBI Financial Statements Ordinary Course of Business or the MCBI Regulatory Reportsin connection with this Agreement, since December 31, 2015, neither MCBI RBPI nor MCCB, as applicable, had any liabilities, of its Subsidiaries has any liabilities or obligations or loss contingencies of any nature (whether accrued, absolute, accrued, contingent or otherwise) of a type required by GAAP to be reflected in such MCBI Financial Statements or MCBI Regulatory Reports set forth on its consolidated balance sheet or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. All books and records, including the MCBI Financial Statements, of MCBI and the MCBI Subsidiaries have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactionsnotes thereto. 4.5.44.5.3. The records, systems, controls, data and information of MCBI RBPI and its 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 MCBI RBPI or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a material and adverse effect on the system of internal accounting controls maintained described below in this Section 4.5.3. RBPI (a) has implemented and maintains a system of internal control over financial reporting (as required by MCBI Rule 13a-15 of the Exchange Act) that is, among other things, 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, (b) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to RBPI, including its consolidated Subsidiaries, is made known to the chief executive officer and the chief financial officer of RBPI by others within those entities, and (c) has evaluated the effectiveness of RBPI’s disclosure controls and procedures and disclosed, based on its most recent evaluation prior to the date hereof, to RBPI’s outside auditors and the audit committee of RBPI’s Board of Directors (the “RBPI Audit Committee”), and to the extent required by Law, in its Securities Documents, (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect RBPI’s ability to record, process, summarize and report financial information, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in RBPI’s internal control over financial reporting. These disclosures (if any) were made in writing to RBPI’s auditors and the RBPI Audit Committee and a copy has previously been made available to BMBC. 4.5.4. RBPI and each of its Subsidiaries, and the officers and directors of each, have made all certifications required under and are otherwise in compliance in all material respects with and have complied in all material respects with (i) the applicable provisions of the Xxxxxxxx-Xxxxx Act and the related rules and regulations promulgated under such act and the Exchange Act, and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ. As of the date hereof, to the Knowledge of RBPI’s chief executive officer and chief financial officer, each of them will be able to give the certifications required pursuant to the rules and regulations adopted pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. 4.5.5. Since The allowance for loan and lease losses reflected in RBPI’s audited consolidated balance sheet at December 31, 20122015 was, and the allowance for loan and lease losses shown on the balance sheets in RBPI’s Securities Documents for periods ending after December 31, 2015 was, adequate, as of the dates thereof, under GAAP. 4.5.6. Since January 1, 2013, (a) neither MCBI RBPI nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of MCBI RBPI or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of MCBI RBPI or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that MCBI RBPI or any of its Subsidiaries has engaged in illegal accounting or auditing practicespractices or otherwise relating to the Xxxxxxxx-Xxxxx Act, and (b) no attorney representing MCBI RBPI or any of its Subsidiaries, whether or not employed by MCBI RBPI or any of its Subsidiaries, has reported evidence of a violation of Securities Laws, breach of fiduciary duty or similar violation by MCBI RBPI or any of its officers, directors, employees or agents to the Board of Directors of MCBI RBPI or any committee thereof or to any director or officer of MCBIRBPI.

Reports, Regulatory Matters, Financial Statements. 4.5.15.5.1. MCBI BMBC has previously made available filed (or furnished, as applicable) all Securities Documents required to BMBC be filed with the MCBI Regulatory Reports. The MCBI Regulatory Reports have been prepared in all respects in accordance with applicable regulatory accounting principles and practices throughout SEC or furnished to the periods covered by such statements. MCBI has previously made available to BMBC the MCBI Regulatory Reports. 4.5.2. MCBI has previously made available to BMBC the MCBI Financial Statements. The MCBI Financial Statements have been prepared in accordance with GAAPSEC since January 1, 2015, and has paid all fees and assessments due and payable in connection therewith. As of their respective dates of filing with the SEC (including or, if amended or superseded by a subsequent filing prior to the related notes where applicable) fairly present in each case date hereof, as of the date of such subsequent filing), the BMBC Securities Documents complied as to form and substance in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such BMBC Securities Documents, and none of the BMBC Securities Documents when filed with the SEC, or if amended prior to the date hereof, as of the date of such amendment, (in the case of filings under the Securities Act, at the time it was declared effective) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no unresolved outstanding comments from or unresolved issues raised by the SEC, as applicable, with respect to any of the BMBC Securities Documents. 5.5.2. The consolidated financial statements of BMBC (including any related notes and schedules thereto) included in the BMBC Securities Documents complied as to form and substance, as of their respective dates of filing with the SEC (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such subsequent filing), in all material respects, with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by the rules of the SEC), have been prepared from the books and records of BMBC and the BMBC Subsidiaries, and all such books and records have been maintained in accordance with GAAP applied on a consistent basis during the periods involved (except as may be disclosed therein) and any other legal and accounting requirements, reflect only actual transactions and fairly present, in all material respects, the consolidated financial position of BMBC and its Subsidiaries and the consolidated results of operations, changes in shareholders’ equity and cash flows of such companies as of the dates and for the periods shown, subject in the case of unaudited statements, only to year‑end audit adjustments not material, individually or in the unaudited interim statements to normal year-end adjustments aggregate, in nature and amount, and to any other adjustments described therein)the absence of footnote disclosure. Except for those liabilities to the extent reflected or reserved against in the most recent audited consolidated balance sheet of BMBC and its Subsidiaries contained in the BMBC Securities Documents (or disclosed in the notes thereto) and, the consolidated financial position, results of operations and cash flows of MCBI and the MCBI Subsidiaries on a consolidated basis as of and except for the respective periods ending on the dates thereof, liabilities reflected in accordance with GAAP during the periods involved. 4.5.3. At BMBC Securities Documents filed prior to the date of each balance sheet included hereof or incurred in the MCBI Financial Statements Ordinary Course of Business or the MCBI Regulatory Reportsin connection with this Agreement, since December 31, 2015, neither MCBI BMBC nor MCCB, as applicable, had any liabilities, of its Subsidiaries has any liabilities or obligations or loss contingencies of any nature (whether accrued, absolute, accrued, contingent or otherwise) of a type required by GAAP to be reflected in such MCBI Financial Statements or MCBI Regulatory Reports set forth on its consolidated balance sheet or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. All books and records, including the MCBI Financial Statements, of MCBI and the MCBI Subsidiaries have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactionsnotes thereto. 4.5.45.5.3. The records, systems, controls, data and information of MCBI BMBC and its 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 MCBI BMBC or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive non‑exclusive ownership and non-direct non‑direct control that would not reasonably be expected to have a material and adverse effect on the system of internal accounting controls maintained by MCBI and its Subsidiaries. 4.5.5described below in this Section 5.5.3. Since December 31, 2012, BMBC (a) neither MCBI nor any has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a‑15 of the Exchange Act) that is, among other things, designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its Subsidiaries nor any directorfinancial statements for external purposes in accordance with GAAP, officer, employee, auditor, accountant or representative (b) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a‑15(e) of MCBI or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of MCBI or any of its Subsidiaries or their respective internal accounting controlsExchange Act) to ensure that material information relating to BMBC, including any complaintits consolidated Subsidiaries, allegation, assertion or claim that MCBI or any is made known to the chief executive officer and the chief financial officer of its Subsidiaries has engaged in illegal accounting or auditing practicesBMBC by others within those entities, and (bc) no attorney representing MCBI has evaluated the effectiveness of BMBC’s disclosure controls and procedures and disclosed, based on its most recent evaluation prior to the date hereof, to BMBC’s outside auditors and the audit committee of BMBC’s Board of Directors (the “BMBC Audit Committee”), and to the extent required by Law, in its Securities Documents, (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a‑15(f) of the Exchange Act) which are reasonably likely to adversely affect BMBC’s ability to record, process, summarize and report financial information, and (ii) any of its Subsidiariesfraud, whether or not employed by MCBI material, that involves management or any of its Subsidiaries, other employees who have a significant role in BMBC’s internal control over financial reporting. These disclosures (if any) were made in writing to BMBC’s auditors and the BMBC Audit Committee and a copy has reported evidence of a violation of Securities Laws, breach of fiduciary duty or similar violation by MCBI or any of its officers, directors, employees or agents previously been made available to the Board of Directors of MCBI or any committee thereof or to any director or officer of MCBIRBPI.

Reports, Regulatory Matters, Financial Statements. 4.5.1. MCBI has previously made available to BMBC the MCBI Regulatory Reports. The MCBI FKF 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. MCBI FKF has previously made available to BMBC the MCBI FKF Regulatory Reports. 4.5.2. MCBI FKF has previously made available to BMBC the MCBI FKF Financial Statements. The MCBI FKF Financial Statements have been prepared in accordance with GAAP, and (including the related notes where applicable) fairly present in each case in all material respects (subject in the case of the unaudited interim statements to normal year-end adjustments and to any other adjustments described therein), the consolidated financial position, results of operations and cash flows of MCBI FKF and the MCBI FKF Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP during the periods involved., except as indicated in the notes thereto, or in the case of unaudited statements, as permitted by Form 10-Q. 4.5.3. At the date of each balance sheet included in the MCBI FKF Financial Statements or the MCBI FKF Regulatory Reports, neither MCBI FKF nor MCCBFKB, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such MCBI FKF Financial Statements or MCBI FKF Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. All The FKF Financial Statements have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions and the FKF Regulatory Reports and all other books and records, including the MCBI Financial Statements, records of MCBI FKF and the MCBI FKF Subsidiaries have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements and reflect only actual transactions. 4.5.4. The records, systems, controls, data and information of MCBI FKF and its 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 MCBI FKF or its Subsidiaries (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 maintained described below in this Section 4.5.4. FKF (a) has implemented and maintains a system of internal control over financial reporting (as required by MCBI Rule 13a-15(a) of the Exchange Act) 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, (b) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to FKF, including the FKF Subsidiaries, is made known to the chief executive officer and the chief financial officer of FKF by others within those entities, and (c) has disclosed, based on its most recent evaluation prior to the date hereof, to FKF’s outside auditors and the audit committee of FKF’s Board of Directors (the “FKF Audit Committee”) (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect FKF’s ability to record, process, summarize and report financial information and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in FKF’s internal control over financial reporting. These disclosures (if any) were made in writing by management to FKF’s auditors and the FKF Audit Committee and a copy has previously been made available to BMBC. As of the date hereof, to the Knowledge of FKF’s chief executive officer and chief financial officer, each of them will be able to give the certifications required pursuant to the rules and regulations adopted pursuant to Section 302 of the Xxxxxxxx-Xxxxx Act of 2002, without qualification, when next due. 4.5.5. Since December 31June 30, 20122009, (a) neither MCBI FKF nor any of its Subsidiaries nor any director, officer, employee, auditor, accountant or representative of MCBI FKF or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of MCBI FKF or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that MCBI FKF or any of its Subsidiaries has engaged in illegal accounting or auditing practices, and (b) no attorney representing MCBI FKF or any of its Subsidiaries, whether or not employed by MCBI FKF or any of its Subsidiaries, has reported evidence of a violation of Securities Laws, breach of fiduciary duty or similar violation by MCBI FKF or any of its officers, directors, employees or agents to the Board of Directors of MCBI FKF or any committee thereof or to any director or officer of MCBIFKF.