Common use of Financial Reports; Undisclosed Liabilities; Internal Controls Clause in Contracts

Financial Reports; Undisclosed Liabilities; Internal Controls. (i) Each of the consolidated balance sheets contained in the SCB Financial Statements fairly presents, or will fairly present, the consolidated financial position of SCB and its Subsidiaries as of its date, and each of the consolidated statements of income, changes in shareholders’ equity and cash flows in such SCB Financial Statements fairly presents, or will fairly present, the consolidated results of operations, shareholders’ equity and cash flows of SCB and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein and subject, in the case of unaudited statements that are part of the SCB Financial Statements, to normal year-end adjustments. (ii) None of SCB or any of SCB’s Subsidiaries is required to file periodic reports with any Governmental Authority pursuant to the Exchange Act. (iii) Except as set forth on the unaudited consolidated balance sheet of SCB dated as of June 30, 2015, neither SCB nor any of its Subsidiaries has any material liability (whether absolute, contingent or accrued or otherwise and whether due or to become due) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, other than liabilities (A) incurred after June 30, 2015 in the ordinary course of business consistent with past practice or (B) incurred pursuant to or provided for in this Agreement and, to SCB’s Knowledge, there is no existing condition, event or circumstance as of the date hereof which could result in any such material liability in the future. (iv) Since June 30, 2015, (A) SCB and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice, (B) except as set forth in Section 5.03(g)(iv) of SCB’s Disclosure Schedule, neither SCB nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any action that, if taken after the date hereof, would constitute a breach of any of the covenants in Section 4.01 and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to SCB. (v) No agreement pursuant to which any Loans or other assets have been or shall be sold by SCB or its Subsidiaries entitled the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by SCB or its Subsidiaries, to cause SCB or its Subsidiaries to repurchase such Loan or other asset or the buyer to pursue any other form of recourse against SCB or its Subsidiaries. Section 5.03(g)(v) of SCB’s Disclosure Schedule sets forth all cash, stock or other dividend or any other distribution with respect to the capital stock of SCB or its Subsidiaries that has been declared, set aside or paid since December 31, 2011, as well as all shares of capital stock of SCB or any of its Subsidiaries that have been purchased, redeemed or otherwise acquired, directly or indirectly, by SCB or any of its Subsidiaries since December 31, 2011. (vi) The records, systems, controls, data and information of SCB 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 SCB or its Subsidiaries (either directly or through SCB’s third party data processing service provider) or its 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 below in this Section 5.03(g)(vi). SCB (A) has implemented and maintains disclosure controls and procedures to ensure that material information relating to SCB and its Subsidiaries is made known to the Chief Executive Officer and the Chief Financial Officer of SCB by others within SCB or its Subsidiaries and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to SCB’s outside auditors and the audit committee of the SCB Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect SCB’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in SCB’s internal controls over financial reporting. These disclosures were made in writing by management to SCB’s auditors and audit committee and a copy has previously been made available to PPBI. (vii) Since January 1, 2012, (A) neither SCB nor any of its Subsidiaries nor, to the Knowledge of SCB, any director, officer, employee, auditor, accountant or representative of SCB or any of its 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 SCB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SCB or any of its Subsidiaries, has engaged in questionable accounting or auditing practices, and (B) no attorney representing SCB or any of its Subsidiaries, whether or not employed by SCB or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by SCB or any of its Subsidiaries or their respective officers, directors, employees or agents to the SCB Board or any committee thereof or, to the Knowledge of SCB, to any director or officer of SCB or any of its Subsidiaries.

Financial Reports; Undisclosed Liabilities; Internal Controls. (i) Each Subject to the absence of footnotes and statements of cash flows with respect to unaudited interim FAB Financial Statements, each of the consolidated balance sheets contained in the SCB FAB Financial Statements fairly presents, or will fairly present, the consolidated financial position of SCB and its Subsidiaries FAB as of its date, and each of the consolidated statements of income, changes in shareholdersstockholders’ equity and cash flows in such SCB FAB Financial Statements fairly presents, or will fairly present, the consolidated results of operations, shareholdersstockholders’ equity and cash flows of SCB and its Subsidiaries FAB for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein and subject, in the case of unaudited statements that are part of the SCB Financial Statements, to normal year-end adjustmentstherein. (ii) None of SCB or any of SCB’s Subsidiaries FAB is not required to file periodic reports with any Governmental Authority the SEC pursuant to the Exchange Act. (iii) Except as set forth on the unaudited consolidated balance sheet of SCB FAB dated as of June 30August 31, 20152012 and Section 5.03(g)(iii) of FAB’s Disclosure Schedule, neither SCB nor any of its Subsidiaries has FAB does not have any material liability (whether absolute, contingent or accrued or otherwise and whether due or to become due) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, other than liabilities (A) incurred after June 30August 31, 2015 2012 in the ordinary course of business consistent with past practice or (B) incurred pursuant to or provided for in this Agreement and, to SCBFAB’s Knowledgeknowledge, there is no existing condition, event or circumstance as of the date hereof which could result in any such material liability in the future. (iv) Since June 30August 31, 20152012, (A) SCB and FAB has conducted its Subsidiaries have conducted their respective businesses business in the ordinary and usual course consistent with past practice, (B) except as set forth in Section 5.03(g)(iv) of SCBFAB’s Disclosure Schedule, neither SCB nor any of its Subsidiaries FAB has not taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any action that, if taken after the date hereof, would constitute a breach of any of the covenants actions set forth in Section 4.01 and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to SCBFAB. (v) No agreement pursuant to which any Loans or other assets have been or shall be sold by SCB or its Subsidiaries FAB entitled the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by SCB or its SubsidiariesFAB, to cause SCB or its Subsidiaries FAB to repurchase such Loan or other asset or the buyer to pursue any other form of recourse against SCB or its SubsidiariesFAB. Section 5.03(g)(v) of SCBFAB’s Disclosure Schedule sets forth all cash, stock or other dividend or any other distribution with respect to the capital stock of SCB or its Subsidiaries FAB that has been declared, set aside or paid since December 31, 20112008, as well as all shares of capital stock of SCB or any of its Subsidiaries FAB that have been purchased, redeemed or otherwise acquired, directly or indirectly, by SCB or any of its Subsidiaries FAB since December 31, 20112008. (vi) The records, systems, controls, data and information of SCB and its Subsidiaries FAB 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 SCB or its Subsidiaries FAB (either directly or through SCBFAB’s third party data processing service provider) or its 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 below in this Section 5.03(g)(vi). SCB FAB (Ai) has implemented and maintains disclosure controls and procedures to ensure that material information relating to SCB and its Subsidiaries FAB is made known to the Chief Executive Officer and the Chief Financial Operating Officer of SCB FAB by others within SCB or its Subsidiaries FAB and (Bii) has disclosed, based on its most recent evaluation prior to the date hereof, to SCBFAB’s outside auditors and the audit committee of the SCB FAB Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect SCBFAB’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in SCBFAB’s internal controls over financial reporting. These disclosures were made in writing by management to SCBFAB’s auditors and audit committee and a copy has previously been made available to PPBI. (vii) Since January 1November 14, 20122006, (Ai) neither SCB nor any of its Subsidiaries FAB nor, to the Knowledge knowledge of SCBFAB, any director, officer, employee, auditor, accountant or representative of SCB or any of its SubsidiariesFAB, has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of SCB FAB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SCB or any of its Subsidiaries, FAB has engaged in questionable accounting or auditing practices, and (Bii) no attorney representing SCB or any of its SubsidiariesFAB, whether or not employed by SCB or any of its SubsidiariesFAB, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by SCB FAB or any of its Subsidiaries or their respective officers, directors, employees or agents to the SCB FAB Board or any committee thereof or, to the Knowledge knowledge of SCBFAB, to any director or officer of SCB or any of its SubsidiariesFAB.

Financial Reports; Undisclosed Liabilities; Internal Controls. (i) Each CFC’s Annual Report on Form 10-K for the year ended December 31, 2009 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 2006 with the SEC (collectively, CFC’s “Securities Documents”), as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable regulations of the SEC as the case may be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the consolidated balance sheets contained in any such Securities Documents (including the SCB Financial Statements related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of SCB CFC and its Subsidiaries as of its date, and each of the consolidated statements of incomeoperations, changes in shareholdersstockholders’ equity and comprehensive (loss) income and cash flows or equivalent statements in such SCB Financial Statements Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, shareholderschanges in stockholders’ equity and cash flows of SCB CFC and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein therein. Each of such financial statements (including any related notes and subject, schedules thereto) complies in all material respects with applicable accounting requirements and with the case of unaudited statements that are part published rules and regulations of the SCB Financial StatementsSEC with respect thereto. The books and records of CFC and its Subsidiaries have been, to normal year-end adjustmentsand are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (ii) CFC has filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since December 31, 2006. None of SCB or any of SCBCFC’s Subsidiaries is required to file periodic reports with any Governmental Authority the SEC pursuant to the Exchange Act. CFC has made available to Opus true, correct and complete copies of all written correspondence between the SEC, on the one hand, and CFC and any of its Subsidiaries, on the other hand, occurring since December 31, 2006. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to CFC’s Securities Documents. To the knowledge of CFC, none of the CFC’s Securities Documents is the subject of ongoing SEC review or outstanding SEC comment. (iii) Except as set forth on the unaudited consolidated balance sheet of SCB CFC dated as of June September 30, 20152010 and included in CFC’s Securities Documents filed prior to the date hereof, neither SCB CFC nor any of its Subsidiaries has any material liability (whether absolute, contingent or accrued or otherwise and whether due or to become due) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, other than liabilities (A) incurred after June September 30, 2015 2010 in the ordinary course of business consistent with past practice or (B) incurred pursuant to or provided for in this Agreement and, to SCBCFC’s Knowledgeknowledge, there is no existing condition, event or circumstance as of the date hereof which could result in any such material liability in the future. (iv) Since June September 30, 20152010, (A) SCB CFC and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice, (B) except as set forth in Section 5.03(g)(iv) of SCB’s Disclosure Schedule, neither SCB CFC nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any action that, if taken after the date hereof, would constitute a breach of any of the covenants actions set forth in Section 4.01 and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to SCBCFC. (v) No agreement pursuant to which any Loans loans or other assets have been or shall be sold by SCB CFC or its Subsidiaries entitled the buyer of such Loans loans or other assets, unless there is material breach of a representation or covenant by SCB CFC or its Subsidiaries, to cause SCB CFC or its Subsidiaries to repurchase such Loan loan or other asset or the buyer to pursue any other form of recourse against SCB CFC or its Subsidiaries. Section 5.03(g)(v) of SCB’s Disclosure Schedule sets forth all Since the cash dividend declared on March 26, 2009, CFC has not declared, set aside or paid any cash, stock or other dividend or any other distribution with respect to the capital stock of SCB CFC or any of its Subsidiaries that has been declared, set aside or paid since December 31, 2011, as well as all nor have any shares of capital stock of SCB or any of its Subsidiaries that have CFC been purchased, redeemed or otherwise acquired, directly or indirectly, by SCB CFC or any of its Subsidiaries since December 31, 2011Subsidiaries. (vi) The records, systems, controls, data and information of SCB CFC 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 SCB CFC or its Subsidiaries (either directly or through SCB’s third party data processing service provider) or its 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 below in this Section 5.03(g)(vi). SCB CFC (Ai) 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 SCB and CFC, including its Subsidiaries consolidated Subsidiaries, is made known to the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial officer of SCB CFC by others within SCB or its Subsidiaries those entities and (Bii) has disclosed, based on its most recent evaluation prior to the date hereof, to SCBCFC’s outside auditors and the audit committee of the SCB CFC Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect SCBCFC’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in SCBCFC’s internal controls over financial reporting. These No such disclosures have been or were required to be made as of the date of this Agreement. If between the signing of this Agreement and the Effective Time, any such circumstances are discovered by CFC, these disclosures will be made in writing by management to SCBCFC’s auditors and audit committee and a copy copies shall be provided to Opus. The Chief Executive Officer and the Chief Financial Officer of CFC have signed, and CFC has previously furnished to the SEC, all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or 18 U.S.C. § 1350; such certifications contain no qualifications or exceptions to the matters certified therein and have not been made available to PPBImodified or withdrawn; and neither CFC nor any of its officers has received notice from any Governmental Authorities questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. (vii) Since January 1, 2012the enactment of the Xxxxxxxx-Xxxxx Act, (Ai) neither SCB CFC nor any of its Subsidiaries nor, to the Knowledge knowledge of SCBCFC or Cascade Bank, any director, officer, employee, auditor, accountant or representative of SCB CFC or any of its Subsidiaries, has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of SCB CFC or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SCB CFC or any of its Subsidiaries, Subsidiaries has engaged in questionable accounting or auditing practices, and (Bii) no attorney representing SCB CFC or any of its Subsidiaries, whether or not employed by SCB CFC or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by SCB CFC or any of its Subsidiaries or their respective officers, directors, employees or agents to the SCB CFC Board or any committee thereof or, to the Knowledge knowledge of SCBCFC or Cascade Bank, to any director or officer of SCB CFC or any of its Subsidiaries.

Financial Reports; Undisclosed Liabilities; Internal Controls. (i) Each CCBI’s Annual Reports on Form 10-K for the fiscal years ended December 31, 2005, December 31, 2004 and December 31, 2003 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 2002 with the SEC (collectively, CCBI’s “Securities Documents”), as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable regulations of the SEC as the case may be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the consolidated balance sheets statements of financial condition contained in any such Securities Documents (including the SCB Financial Statements related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of SCB CCBI and its Subsidiaries as of its date, and each of the consolidated statements of income, changes in shareholdersstockholders’ equity and comprehensive income and cash flows or equivalent statements in such SCB Financial Statements Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results statements of operationsincome, shareholdersstockholders’ equity and comprehensive income and cash flows or equivalent statements, as the case may be, of SCB CCBI and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein therein. Each of such financial statements (including any related notes and subject, schedules thereto) complies in all material respects with applicable accounting requirements and with the case of unaudited statements that are part published rules and regulations of the SCB Financial StatementsSEC with respect thereto. The books and records of CCBI and its Subsidiaries have been, to normal year-end adjustmentsand are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (ii) CCBI has filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since December 31, 2002. None of SCB or any of SCBCCBI’s Subsidiaries is required to file periodic reports with any Governmental Authority the SEC pursuant to the Exchange Act. CCBI has made available to Washington Mutual true, correct and complete copies of all written correspondence between the SEC, on the one hand, and CCBI and any of its Subsidiaries, on the other hand, occurring since December 31, 2002. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to CCBI’s Securities Documents. To the knowledge of CCBI, none of the CCBI’s Securities Documents is the subject of ongoing SEC review or outstanding SEC comment. (iii) Except as set forth on the unaudited consolidated balance sheet of SCB CCBI dated as of June 30December 31, 20152005 and included in CCBI’s Securities Documents filed prior to the date hereof, neither SCB CCBI nor any of its Subsidiaries has any material liability (whether absolute, contingent or accrued or otherwise and whether due or to become due) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, other than liabilities (A) incurred after June 30December 31, 2015 2005 in the ordinary course of business consistent with past practice or (B) incurred pursuant to or provided for in this Agreement and, to SCBCCBI’s Knowledgeknowledge, there is no existing condition, event or circumstance as of the date hereof which could result in any such material liability in the future. (iv) Since June 30December 31, 20152005, (A) SCB CCBI and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice, (B) except as set forth in Section 5.03(g)(iv) of SCB’s Disclosure SchedulePreviously Disclosed, neither SCB CCBI nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any action that, if taken after the date hereof, would constitute a breach of any of the covenants actions set forth in Section 4.01 4.01, other than any such actions that (1) were taken in the ordinary course of business consistent with past practice, (2) were not, individually or in the aggregate, material to the business, operations or financial condition of CCBI and (3) did not have and are not reasonably likely to have a Material Adverse Effect with respect to CCBI and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to SCBCCBI. (v) No agreement pursuant to which any Loans loans or other assets have been or shall be sold by SCB CCBI or its Subsidiaries entitled the buyer of such Loans loans or other assets, unless there is material breach of a representation or covenant by SCB CCBI or its Subsidiaries, to cause SCB CCBI or its Subsidiaries to repurchase such Loan loan or other asset or the buyer to pursue any other form of recourse against SCB CCBI or its Subsidiaries. Section 5.03(g)(v5.03(g) of SCBCCBI’s Disclosure Schedule sets forth all cash, stock or other dividend or any other distribution with respect to the capital stock of SCB CCBI or any of its Subsidiaries that has been declared, set aside or paid since December 31, 2011paid, as well as all shares of capital stock of SCB or any of its Subsidiaries CCBI that have been purchased, redeemed or otherwise acquired, directly or indirectly, by SCB CCBI or any of its Subsidiaries since December 31, 2011and no agreements have been made by CCBI or any of its Subsidiaries to do any of the foregoing. (vi) The records, systems, controls, data and information of SCB CCBI 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 SCB CCBI or its Subsidiaries (either directly or through SCB’s third party data processing service provider) or its 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 below in this Section 5.03(g)(vi). SCB CCBI (Ai) 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 SCB and CCBI, including its Subsidiaries consolidated Subsidiaries, is made known to the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial officer of SCB CCBI by others within SCB or its Subsidiaries those entities and (Bii) has disclosed, based on its most recent evaluation prior to the date hereof, to SCBCCBI’s outside auditors and the audit committee of the SCB CCBI Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect SCBCCBI’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in SCBCCBI’s internal controls over financial reporting. These disclosures were made in writing by management to SCBCCBI’s auditors and audit committee and a copy has previously been made available to PPBIWashington Mutual. The Chief Executive Officer and the Chief Financial Officer of CCBI have signed, and CCBI has furnished to the SEC, all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or 18 U.S.C. § 1350; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither CCBI nor any of its officers has received notice from any Governmental Authorities questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. As of the date hereof, CCBI has no reason to believe that its outside auditors and its chief executive officer and chief financial officer will not be able to give, without qualification, the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act when next due. (vii) Since January 1, 2012the enactment of the Xxxxxxxx-Xxxxx Act, (Ai) neither SCB CCBI nor any of its Subsidiaries nor, to the Knowledge knowledge of SCBCCBI, any director, officer, employee, auditor, accountant or representative of SCB CCBI or any of its Subsidiaries, has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of SCB CCBI or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SCB CCBI or any of its Subsidiaries, Subsidiaries has engaged in questionable accounting or auditing practices, and (Bii) no attorney representing SCB CCBI or any of its Subsidiaries, whether or not employed by SCB CCBI or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by SCB CCBI or any of its Subsidiaries or their respective officers, directors, employees or agents to the SCB CCBI Board or any committee thereof or, to the Knowledge knowledge of SCBCCBI, to any director or officer of SCB or any of its SubsidiariesCCBI.

Financial Reports; Undisclosed Liabilities; Internal Controls. (i) Each of the consolidated balance sheets contained in the SCB Plaza Financial Statements (including the related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of SCB Plaza and its Subsidiaries as of its date, and each of the consolidated statements of income, changes in shareholders’ consolidated statements of comprehensive income, consolidated statements of equity and consolidated statements of cash flows in such SCB Plaza Financial Statements (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, changes in shareholders’ equity and other comprehensive income and cash flows flows, as the case may be, of SCB Plaza and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein and subject, in the case of unaudited consolidated financial statements that are part of the SCB Plaza Financial Statements, to normal year-end adjustments. Each of such financial statements (including any related notes and schedules thereto) complies in all material respects with applicable accounting requirements. The books and records of Plaza and its Subsidiaries 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. (ii) None of SCB or Plaza nor any of SCB’s its Subsidiaries is required to file periodic reports with any Governmental Authority pursuant to the Exchange Act. (iii) Except as set forth on the unaudited consolidated balance sheet of SCB Plaza dated as of June 30, 20152017, neither SCB Plaza nor any of its Subsidiaries has any material liability (whether absolute, contingent or accrued or otherwise and whether due or to become due) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, other than liabilities (A) incurred after June 30, 2015 2017 in the ordinary course of business consistent with past practice or (B) incurred pursuant to or provided for in this Agreement and, to SCB’s Knowledge, there is no existing condition, event or circumstance as of the date hereof which could result in any such material liability in the future.Agreement (iv) Since June 30, 20152017, (A) SCB Plaza and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice, (B) except as set forth in Section 5.03(g)(iv) of SCBPlaza’s Disclosure Schedule, neither SCB Plaza nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any action that, if taken after the date hereof, would constitute a breach of any of the covenants in Section 4.01 and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to SCBPlaza. (v) No agreement pursuant to which any Loans or other assets have been or shall be sold by SCB Plaza or its Subsidiaries entitled the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by SCB Plaza or its Subsidiaries, to cause SCB Plaza or its Subsidiaries to repurchase such Loan or other asset or the buyer to pursue any other form of recourse against SCB Plaza or its Subsidiaries. Section 5.03(g)(v) of SCBPlaza’s Disclosure Schedule sets forth all cash, stock or other dividend or any other distribution with respect to the capital stock of SCB Plaza or its Subsidiaries that has been declared, set aside or paid since December 31January 1, 20112014, as well as all shares of capital stock of SCB Plaza or any of its Subsidiaries that have been purchased, redeemed or otherwise acquired, directly or indirectly, by SCB Plaza or any of its Subsidiaries since December 31January 1, 20112014. (vi) The records, systems, controls, data and information of SCB Plaza 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 SCB Plaza or its Subsidiaries (either directly or through SCBPlaza’s third party data processing service provider) or its 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 below in this Section 5.03(g)(vi). SCB Plaza (A) has implemented and maintains disclosure controls and procedures to ensure that material information relating to SCB Plaza and its Subsidiaries is made known to the Chief Executive Officer and the Chief Financial Officer of SCB Plaza by others within SCB Plaza or its Subsidiaries and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to SCBPlaza’s outside auditors and the audit committee of the SCB Plaza Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect SCBPlaza’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in SCBPlaza’s internal controls over financial reporting. These disclosures were made in writing by management to SCBPlaza’s auditors and audit committee and a copy has previously been made available to PPBI. (vii) Since January 1, 20122014, (A) neither SCB Plaza nor any of its Subsidiaries nor, to the Knowledge of SCBPlaza, any director, officer, employee, auditor, accountant or representative of SCB Plaza or any of its 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 SCB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SCB or any of its Subsidiaries, has engaged in questionable accounting or auditing practices, and (B) no attorney representing SCB or any of its Subsidiaries, whether or not employed by SCB or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by SCB or any of its Subsidiaries or their respective officers, directors, employees or agents to the SCB Board or any committee thereof Plaza or, to the Knowledge of SCB, to any director or officer of SCB or any of its Subsidiaries.

Financial Reports; Undisclosed Liabilities; Internal Controls. (i) Each of the consolidated balance sheets contained in the SCB DELTA Financial Statements fairly presents, or will fairly present, the consolidated financial position of SCB DELTA and its Subsidiaries as of its date, and each of the consolidated statements of income, changes in shareholders’ equity and cash flows (where applicable) in such SCB DELTA Financial Statements fairly presents, or will fairly present, the consolidated results of operations, shareholders’ equity and cash flows (where applicable) of SCB DELTA and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein and subject, in the case of unaudited statements that are part of the SCB DELTA Financial Statements, to normal year-end adjustments. (ii) None of SCB DELTA or any of SCBDELTA’s Subsidiaries is required to file periodic reports with any Governmental Authority pursuant to the Exchange Act. (iii) Except as set forth on the unaudited consolidated balance sheet of SCB DELTA dated as of June 30March 31, 20152016, neither SCB DELTA nor any of its Subsidiaries has any material liability (whether absolute, contingent or accrued or otherwise and whether due or to become due) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, other than liabilities (A) incurred after June 30March 31, 2015 2016 in the ordinary course of business consistent with past practice or (B) incurred pursuant to or provided for in this Agreement and, to SCBDELTA’s Knowledge, there is no existing condition, event or circumstance as of the date hereof which could result in any such material liability in the future. (iv) Since June 30March 31, 20152016, (A) SCB DELTA and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice, (B) except as set forth in Section 5.03(g)(iv) of SCBDELTA’s Disclosure Schedule, neither SCB DELTA nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any action that, if taken after the date hereof, would constitute a breach of any of the covenants in Section 4.01 and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to SCBDELTA. (v) No agreement pursuant to which any Loans or other assets have been or shall be sold by SCB DELTA or its Subsidiaries entitled the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by SCB DELTA or its Subsidiaries, to cause SCB DELTA or its Subsidiaries to repurchase such Loan or other asset or the buyer to pursue any other form of recourse against SCB DELTA or its Subsidiaries. Section 5.03(g)(v) of SCBDELTA’s Disclosure Schedule sets forth all cash, stock or other dividend or any other distribution with respect to the capital stock of SCB DELTA or its Subsidiaries that has been declared, set aside or paid since December 31, 20112013, as well as all shares of capital stock of SCB DELTA or any of its Subsidiaries that have been purchased, redeemed or otherwise acquired, directly or indirectly, by SCB DELTA or any of its Subsidiaries since December 31, 20112013. (vi) The records, systems, controls, data and information of SCB DELTA 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 SCB DELTA or its Subsidiaries (either directly or through SCBDELTA’s third party data processing service provider) or its 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 Material Adverse Effect on the system of internal accounting controls described below in this Section 5.03(g)(vi). SCB DELTA (A) has implemented and maintains disclosure controls and procedures to ensure that material information relating to SCB DELTA and its Subsidiaries is made known to the Chief Executive Officer and the Chief Financial Officer of SCB DELTA by others within SCB DELTA or its Subsidiaries and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to SCBDELTA’s outside auditors and the audit committee of the SCB DELTA Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect SCBDELTA’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in SCBDELTA’s internal controls over financial reporting. These disclosures were made in writing by management to SCBDELTA’s auditors and audit committee and a copy has previously been made available to PPBI.F&M. (vii) Since January 1, 20122013, (A) neither SCB DELTA nor any of its Subsidiaries nor, to the Knowledge of SCBDELTA, any director, officer, employee, auditor, accountant or representative of SCB DELTA or any of its 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 SCB DELTA or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SCB DELTA or any of its Subsidiaries, has engaged in questionable accounting or auditing practices, and (B) no attorney representing SCB DELTA or any of its Subsidiaries, whether or not employed by SCB DELTA or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by SCB DELTA or any of its Subsidiaries or their respective officers, directors, employees or agents to the SCB DELTA Board or any committee thereof or, to the Knowledge of SCBDELTA, to any director or officer of SCB DELTA or any of its Subsidiaries.

Financial Reports; Undisclosed Liabilities; Internal Controls. (i) Each of the consolidated balance sheets statements of financial condition contained in the SCB IDPK Financial Statements fairly presents, or will fairly present, the consolidated financial position of SCB IDPK and its Subsidiaries as of its date, and each of the consolidated statements of income, income and each statement of changes in shareholders’ equity and cash flows flows, if applicable, in such SCB IDPK Financial Statements fairly presents, or will fairly present, the consolidated results of operations, shareholders’ equity and cash flows of SCB IDPK and its Subsidiaries for the applicable periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein and subject, in the case of unaudited statements that are part of the SCB IDPK Financial Statements, to normal year-end adjustments. (ii) None of SCB or IDPK nor any of SCB’s its Subsidiaries is required to file periodic reports with any Governmental Authority pursuant to the Exchange Act. (iii) Except as set forth on the unaudited consolidated balance sheet statement of SCB financial condition of IDPK dated as of June September 30, 20152014, neither SCB IDPK nor any of its Subsidiaries has any material liability (whether absolute, contingent or accrued or otherwise and whether due or to become due) that would be required to be reflected on a balance sheet statement of financial condition or in notes thereto prepared in accordance with GAAP, other than liabilities (A) incurred after June 30, 2015 2014 in the ordinary course of business consistent with past practice or (B) incurred pursuant to or provided for in this Agreement and, to SCBIDPK’s Knowledge, there is no existing condition, event or circumstance as of the date hereof which could result in any such material liability in the future. (iv) Since June September 30, 20152014, (A) SCB IDPK and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice, (B) except as set forth in Section 5.03(g)(iv) of SCB’s Disclosure Schedule, neither SCB IDPK nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any action that, if taken after the date hereof, would constitute a breach of any of the covenants in Section 4.01, except as set forth in Section 5.03(g)(iv) of IDPK’s Disclosure Schedule and for actions consented to or deemed consented to pursuant to Section 4.01 hereof by PPBI and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to SCBIDPK or its Subsidiaries. (v) No Except as set forth in Section 5.03(g)(v) of IDPK’s Disclosure Schedule, no agreement pursuant to which any Loans or other assets have been or shall be sold by SCB IDPK or its Subsidiaries entitled the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by SCB IDPK or its Subsidiaries, to cause SCB IDPK or its Subsidiaries to repurchase such Loan or other asset or the buyer to pursue any other form of recourse against SCB or its Subsidiaries. IDPK. (vi) Section 5.03(g)(v5.03(g)(vi) of SCBIDPK’s Disclosure Schedule sets forth all cash, stock or other dividend or any other distribution with respect to the capital stock of SCB IDPK or membership interests of its Subsidiaries that has been declared, set aside or paid since December 31, 20112010, as well as all shares of capital stock of SCB IDPK or any of its Subsidiaries that have been purchased, redeemed or otherwise acquired, directly or indirectly, by SCB IDPK or any of its Subsidiaries since December 31, 20112010. (vivii) The records, systems, controls, data and information of SCB IDPK 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 SCB IDPK or its Subsidiaries (either directly or through SCBIDPK’s third party data processing service provider) or its 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 below in this Section 5.03(g)(vi5.03(g)(vii). SCB IDPK (A) has implemented and maintains disclosure controls and procedures to ensure that material information relating to SCB IDPK and its Subsidiaries is made known to the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer of SCB IDPK by others within SCB IDPK or its Subsidiaries and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to SCBIDPK’s outside auditors and the audit committee of the SCB IDPK Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect SCBIDPK’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in SCBIDPK’s internal controls over financial reporting. These disclosures were made in writing by management to SCBIDPK’s auditors and audit committee and a copy has previously been made available to PPBI. (viiviii) Since January 1, 20122011, (A) neither SCB IDPK nor any of its Subsidiaries nor, to the Knowledge of SCBIDPK, any director, officer, employee, auditor, accountant or representative of SCB IDPK or any of its 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 SCB IDPK or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SCB IDPK or any of its Subsidiaries, Subsidiaries has engaged in questionable accounting or auditing practices, and (B) no attorney representing SCB IDPK or any of its Subsidiaries, whether or not employed by SCB IDPK or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by SCB IDPK or any of its Subsidiaries or their respective its officers, directors, employees or agents to the SCB IDPK Board or any committee thereof or, to the Knowledge of SCBIDPK, to any director or officer of SCB IDPK or any of its Subsidiaries.

Financial Reports; Undisclosed Liabilities; Internal Controls. (i) Each FFSW's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2005 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to September 30, 2002 with the SEC (collectively, FFSW's "Securities Documents"), as of the date filed or to be filed and as amended prior to the date hereof, (A) complied or will comply in all material respects as to form with the applicable regulations of the SEC as the case may be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each of the consolidated balance sheets statements of financial condition contained in any such Securities Documents (including the SCB Financial Statements related notes and schedules thereto) fairly presents, or will fairly present, the consolidated financial position of SCB FFSW and its Subsidiaries as of its date, and each of the consolidated statements of income, changes in shareholders’ stockholders' equity and cash flows or equivalent statements in such SCB Financial Statements Securities Documents (including any related notes and schedules thereto) fairly presents, or will fairly present, the consolidated results of operations, shareholders’ changes in stockholders' equity and cash flows of SCB FFSW and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein therein. Each of such financial statements (including any related notes and subject, schedules thereto) complies in all material respects with applicable accounting requirements and with the case of unaudited statements that are part published rules and regulations of the SCB Financial StatementsSEC with respect thereto. The books and records of FFSW and its Subsidiaries have been, to normal year-end adjustmentsand are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. (ii) FFSW has filed all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed by it with the SEC since September 30, 2002. None of SCB or any of SCB’s FFSW's Subsidiaries is required to file periodic reports with any Governmental Authority the SEC pursuant to the Exchange Act. FFSW has made available to Washington Federal true, correct and complete copies of all written correspondence between the SEC, on the one hand, and FFSW and any of its Subsidiaries, on the other hand, occurring since September 30, 2002. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to FFSW's Securities Documents. To the knowledge of FFSW, none of the FFSW's Securities Documents is the subject of ongoing SEC review or outstanding SEC comment. (iii) Except as set forth on the unaudited consolidated balance sheet statement of SCB financial condition of FFSW dated as of June 30, 20152006 and included in FFSW's Securities Documents filed prior to the date hereof, neither SCB FFSW nor any of its Subsidiaries has any material liability (whether absolute, contingent or accrued or otherwise and whether due or to become due) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, other than liabilities (A) incurred after June 30, 2015 2006 in the ordinary course of business consistent with past practice or (B) incurred pursuant to or provided for in this Agreement and, to SCB’s KnowledgeFFSW's knowledge, there is no existing condition, event or circumstance as of the date hereof which could result in any such material liability in the futurefuture other than the sale of certain assets required by this Agreement. (iv) Since June 30, 20152006, (A) SCB FFSW and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice, (B) except as set forth in Section 5.03(g)(iv) of SCB’s Disclosure SchedulePreviously Disclosed, neither SCB FFSW nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any action that, if taken after the date hereof, would constitute a breach of any of the covenants actions set forth in Section 4.01 and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to SCBFFSW. (v) No agreement pursuant to which any Loans loans or other assets have been or shall be sold by SCB FFSW or its Subsidiaries entitled the buyer of such Loans loans or other assets, unless there is material breach of a representation or covenant by SCB FFSW or its Subsidiaries, to cause SCB FFSW or its Subsidiaries to repurchase such Loan loan or other asset or the buyer to pursue any other form of recourse against SCB FFSW or its Subsidiaries. Section 5.03(g)(v) of SCB’s FFSW's Disclosure Schedule sets forth all cash, stock or other dividend or any other distribution with respect to the capital stock of SCB FFSW or any of its Subsidiaries that has been declared, set aside or paid since December 31, 2011for the past two years, as well as all shares of capital stock of SCB or any of its Subsidiaries FFSW that have been purchased, redeemed or otherwise acquired, directly or indirectly, by SCB FFSW or any of its Subsidiaries since December 31, 2011for the past two years. (vi) The records, systems, controls, data and information of SCB FFSW 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 SCB FFSW or its Subsidiaries (either directly or through SCB’s third party data processing service provider) or its 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 below in this Section 5.03(g)(vi). SCB FFSW (Ai) 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 SCB and FFSW, including its Subsidiaries consolidated Subsidiaries, is made known to the Chief Executive Officer chief executive officer and the Chief Financial Officer chief financial officer of SCB FFSW by others within SCB or its Subsidiaries those entities and (Bii) has disclosed, based on its most recent evaluation prior to the date hereof, to SCB’s FFSW's outside auditors and the audit committee of the SCB FFSW Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect SCB’s FFSW's ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in SCB’s FFSW's internal controls over financial reporting. These disclosures were made in writing by management to SCB’s FFSW's auditors and audit committee and a copy has previously been made available to PPBIWashington Federal. The Chief Executive Officer and the Chief Financial Officer of FFSW have signed, and FFSW has furnished to the SEC, all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or 18 U.S.C. ss. 1350; such certifications contain no qualifications or exceptions to the matters certified therein and have not been modified or withdrawn; and neither FFSW nor any of its officers has received notice from any Governmental Authorities questioning or challenging the accuracy, completeness, form or manner of filing or submission of such certifications. (vii) Since January 1, 2012the enactment of the Xxxxxxxx-Xxxxx Act, (Ai) neither SCB FFSW nor any of its Subsidiaries nor, to the Knowledge knowledge of SCBFFSW, any director, officer, employee, auditor, accountant or representative of SCB FFSW or any of its Subsidiaries, has received or otherwise had or obtained Knowledge knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of SCB FFSW or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SCB FFSW or any of its Subsidiaries, Subsidiaries has engaged in questionable accounting or auditing practices, and (Bii) no attorney representing SCB FFSW or any of its Subsidiaries, whether or not employed by SCB FFSW or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by SCB FFSW or any of its Subsidiaries or their respective officers, directors, employees or agents to the SCB FFSW Board or any committee thereof or, to the Knowledge knowledge of SCBFFSW, to any director or officer of SCB or any of its SubsidiariesFFSW.

Financial Reports; Undisclosed Liabilities; Internal Controls. (i) Each of the consolidated balance sheets contained in the SCB Grandpoint Financial Statements (including the related notes and schedules thereto) fairly presents, or will fairly present, in all material respects, the consolidated financial position of SCB Grandpoint and its Subsidiaries as of its date, and each of the consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows in such SCB Grandpoint Financial Statements (including any related notes and schedules thereto) fairly presents, or will fairly present, in all material respects, the consolidated results of operations, changes in shareholders’ equity and other comprehensive income and cash flows flows, as the case may be, of SCB Grandpoint and its Subsidiaries for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein and subject, in the case of unaudited consolidated financial statements that are part of the SCB Grandpoint Financial Statements, to normal year-end adjustments. The books and records of Grandpoint and its Subsidiaries 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. (ii) None of SCB or Grandpoint nor any of SCB’s its Subsidiaries is required to file periodic reports with any Governmental Authority pursuant to the Exchange Act. (iii) Except as set forth on the unaudited consolidated balance sheet of SCB Grandpoint dated as of June September 30, 20152017, neither SCB Grandpoint nor any of its Subsidiaries has any material liability (whether absolute, contingent or accrued or otherwise and whether due or to become due) that would be required to be reflected on a balance sheet or in notes thereto prepared in accordance with GAAP, other than liabilities (A) incurred after June September 30, 2015 2017 in the ordinary course of business consistent with past practice or (B) incurred pursuant to or provided for in this Agreement andor (C) that would not reasonably be expected to be material to Grandpoint and its Subsidiaries, to SCB’s Knowledge, there is no existing condition, event or circumstance taken as of the date hereof which could result in any such material liability in the futurea whole. (iv) Since June September 30, 20152017, (A) SCB Grandpoint and its Subsidiaries have conducted their respective businesses in the ordinary and usual course consistent with past practice, (B) except as set forth in Section 5.03(g)(iv) of SCB’s Disclosure Schedule, neither SCB Grandpoint nor any of its Subsidiaries has taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any action that, if taken after the date hereof, would constitute a breach of any of the covenants paragraphs (b), (c), (g), (h), (j), (k), (m), (p), (u), (v), (w), (x) or, with respect to such paragraphs, (y), in Section 4.01 and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had or is would reasonably likely be expected to have a Material Adverse Effect with respect to SCBon Grandpoint and its Subsidiaries, taken as a whole. (v) No agreement pursuant to which any Loans or other assets have been or shall be sold by SCB Grandpoint or its Subsidiaries entitled the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by SCB Grandpoint or its Subsidiaries, to cause SCB Grandpoint or its Subsidiaries to repurchase such Loan or other asset or the buyer to pursue any other form of recourse against SCB Grandpoint or its Subsidiaries. Section 5.03(g)(v) of SCBGrandpoint’s Disclosure Schedule sets forth all cash, stock or other dividend or any other distribution with respect to the capital stock of SCB Grandpoint or its Subsidiaries that has been declared, set aside or paid since December 31January 1, 20112016, as well as all shares of capital stock of SCB Grandpoint or any of its Subsidiaries that have been purchased, redeemed or otherwise acquired, directly or indirectly, by SCB Grandpoint or any of its Subsidiaries since December 31January 1, 20112015. (vi) The records, systems, controls, data and information of SCB Grandpoint 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 SCB Grandpoint or its Subsidiaries (either directly or through SCBGrandpoint’s third party data processing service provider) or its accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that as would not reasonably be expected to have a material adverse effect Material Adverse Effect on the system of internal accounting controls described below in this Section 5.03(g)(vi). SCB (A) has implemented and maintains disclosure controls and procedures to ensure that material information relating to SCB Grandpoint and its Subsidiaries is made known to the Chief Executive Officer and the Chief Financial Officer of SCB by others within SCB or its Subsidiaries and (B) has disclosedSubsidiaries, based on its most recent evaluation prior to the date hereof, to SCB’s outside auditors and the audit committee of the SCB Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect SCB’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have taken as a significant role in SCB’s internal controls over financial reporting. These disclosures were made in writing by management to SCB’s auditors and audit committee and a copy has previously been made available to PPBIwhole. (vii) Since January 1, 20122015, (A) neither SCB Grandpoint nor any of its Subsidiaries nor, to the Knowledge of SCBGrandpoint, any director, officer, employee, auditor, accountant or representative of SCB Grandpoint or any of its 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 SCB Grandpoint or any of its Subsidiaries or their respective internal accounting controls, including any material written complaint, allegation, assertion or claim that SCB Grandpoint or any of its Subsidiaries, has engaged in questionable accounting or auditing practices, and (B) no attorney representing SCB Grandpoint or any of its Subsidiaries, whether or not employed by SCB Grandpoint or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by SCB Grandpoint or any of its Subsidiaries or their respective officers, directors, employees or agents to the SCB Grandpoint Board or any committee thereof or, to the Knowledge of SCBGrandpoint, to any director or officer of SCB Grandpoint or any of its Subsidiaries.

Financial Reports; Undisclosed Liabilities; Internal Controls. (i) Each of the consolidated balance sheets statements of financial condition contained in the SCB SDTB Financial Statements fairly presents, or will fairly present, the consolidated financial position of SCB and its Subsidiaries SDTB as of its date, and each of the consolidated statements of income, changes in shareholders’ ' equity and cash flows in such SCB SDTB Financial Statements fairly presents, or will fairly present, the consolidated results of operations, shareholders’ ' equity and cash flows of SCB and its Subsidiaries SDTB for the periods to which they relate, in each case in accordance with GAAP consistently applied during the periods involved, except in each case as may be noted therein and subject, in the case of unaudited statements that are part of the SCB SDTB Financial Statements, to normal year-end adjustments. (ii) None of SCB or any of SCB’s Subsidiaries SDTB is not required to file periodic reports with any Governmental Authority pursuant to the Exchange Act. (iii) Except as set forth on the unaudited consolidated balance sheet statement of SCB financial condition of SDTB dated as of June 30December 31, 20152012, neither SCB nor any of its Subsidiaries has SDTB does not have any material liability (whether absolute, contingent or accrued or otherwise and whether due or to become due) that would be required to be reflected on a balance sheet statement of financial condition or in notes thereto prepared in accordance with GAAP, other than liabilities (A) incurred after June 30December 31, 2015 2012 in the ordinary course of business consistent with past practice or (B) incurred pursuant to or provided for in this Agreement and, to SCB’s SDTB's Knowledge, there is no existing condition, event or circumstance as of the date hereof which could result in any such material liability in the future. (iv) Since June 30December 31, 20152012, (A) SCB and SDTB has conducted its Subsidiaries have conducted their respective businesses business in the ordinary and usual course consistent with past practice, (B) except as set forth in Section 5.03(g)(iv) of SCB’s Disclosure Schedule, neither SCB nor any of its Subsidiaries SDTB has not taken nor permitted or entered into any contract with respect to, or otherwise agreed or committed to do or take, any action that, if taken after the date hereof, would constitute a breach of any of the covenants in Section 4.01, except as set forth in Section 5.03(g)(iv) of SDTB's Disclosure Schedule and for actions consented to or deemed consented to pursuant to Section 4.01 hereof by PPBI and (C) no event has occurred or circumstance arisen that, individually or taken together with all other facts, circumstances and events (described in any paragraph of this Section 5.03 or otherwise), has had or is reasonably likely to have a Material Adverse Effect with respect to SCBSDTB. (v) No agreement pursuant to which any Loans or other assets have been or shall be sold by SCB or its Subsidiaries SDTB entitled the buyer of such Loans or other assets, unless there is material breach of a representation or covenant by SCB or its SubsidiariesSDTB, to cause SCB or its Subsidiaries SDTB to repurchase such Loan or other asset or the buyer to pursue any other form of recourse against SCB or its SubsidiariesSDTB. Section 5.03(g)(v) of SCB’s SDTB's Disclosure Schedule sets forth all cash, stock or other dividend or any other distribution with respect to the capital stock of SCB or its Subsidiaries SDTB that has been declared, set aside or paid since December 31, 20112008, as well as all shares of capital stock of SCB or any of its Subsidiaries SDTB that have been purchased, redeemed or otherwise acquired, directly or indirectly, by SCB or any of its Subsidiaries SDTB since December 31, 20112008. (vi) The records, systems, controls, data and information of SCB and its Subsidiaries SDTB 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 SCB or its Subsidiaries SDTB (either directly or through SCB’s SDTB's third party data processing service provider) or its 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 below in this Section 5.03(g)(vi). SCB SDTB (A) has implemented and maintains disclosure controls and procedures to ensure that material information relating to SCB and its Subsidiaries SDTB is made known to the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer of SCB SDTB by others within SCB or its Subsidiaries SDTB and (B) has disclosed, based on its most recent evaluation prior to the date hereof, to SCB’s SDTB's outside auditors and the audit committee of the SCB SDTB Board (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect SCB’s SDTB's ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in SCB’s SDTB's internal controls over financial reporting. These disclosures were made in writing by management to SCB’s SDTB's auditors and audit committee and a copy has previously been made available to PPBI. (vii) Since January 1, 20122009, (A) neither SCB nor any of its Subsidiaries SDTB nor, to the Knowledge of SCBSDTB, any director, officer, employee, auditor, accountant or representative of SCB or any of its SubsidiariesSDTB, 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 SCB SDTB or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that SCB or any of its Subsidiaries, SDTB has engaged in questionable accounting or auditing practices, and (B) no attorney representing SCB or any of its SubsidiariesSDTB, whether or not employed by SCB or any of its SubsidiariesSDTB, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by SCB SDTB or any of its Subsidiaries or their respective officers, directors, employees or agents to the SCB SDTB Board or any committee thereof or, to the Knowledge of SCBSDTB, to any director or officer of SCB or any of its SubsidiariesSDTB.