Common use of Financial Statements and Internal Controls Clause in Contracts

Financial Statements and Internal Controls. (a) The financial statements of Washington Federal and its Subsidiaries included (or incorporated by reference) in the Washington Federal Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Washington Federal and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flows, changes in shareholders' equity and consolidated financial position of Washington Federal and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Washington Federal 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, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Deloitte & Touche LLP has not resigned (or informed Washington Federal that it intends to resign) or been dismissed as independent public accountants of Washington Federal as a result of or in connection with any disagreements with Washington Federal on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Washington Federal nor any of its Subsidiaries has any liability, obligation or loss contingency of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that are required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, except for those liabilities, obligations or loss contingencies that are reflected or reserved against on the consolidated balance sheet of Washington Federal included in its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2016 (including any notes thereto) and for liabilities, obligations or loss contingencies incurred in the ordinary course of business consistent with past practice since December 31, 2016, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Washington Federal 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 Washington Federal 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 Adverse Effect on Washington Federal. Washington Federal (x) 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 Washington Federal, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Washington Federal by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Washington Federal's outside auditors and the audit committee of Washington Federal's Board of Directors (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 Washington Federal'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 Washington Federal's internal controls over financial reporting. These disclosures were made in writing by management to Washington Federal's auditors and audit committee and a copy has previously been made available to Anchor. There is no reason to believe that Washington Federal's outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (d) Since October 1, 2013, (i) neither Washington Federal nor any of its Subsidiaries, nor, to the knowledge of Washington Federal, any director, officer, employee, auditor, accountant or representative of Washington Federal 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Washington Federal or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Washington Federal or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Washington Federal or any of its Subsidiaries, or other person, whether or not employed by Washington Federal or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty, material violation of banking or other laws, or similar material violation by Washington Federal, or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors or senior management of Washington Federal or any of its Subsidiaries or any committee thereof, to any director or officer of Washington Federal or any of its Subsidiaries.

Financial Statements and Internal Controls. (a) The financial statements Guaranty has furnished or made available to the Company a true and complete copy of Washington Federal and its Subsidiaries included (or incorporated by reference) in the Washington Federal Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Washington Federal and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flows, changes in shareholders' equity and consolidated financial position of Washington Federal and its Subsidiaries Annual Report on Form 10-K for the respective fiscal periods or as of the respective dates therein set forth year ended December 31, 2015 (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount“Annual Report”), (iii) complied, as of their respective dates of filing filed with the SEC, in all material respects with applicable accounting requirements which contains Guaranty’s audited balance sheet as of December 31, 2015 and with the published rules and regulations of the SEC with respect thereto2014, and (iv) have been prepared the related statements of income and statements of changes in accordance with GAAP consistently applied during shareholders’ equity and cash flow for the periods involvedyears ended December 31, except2015, in each case, as indicated in such 2014 and 2013. The financial statements or referred to above and included in the notes thereto. The books and records of Washington Federal and its Subsidiaries have been, and Annual Report are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Deloitte & Touche LLP has not resigned (or informed Washington Federal that it intends collectively referred to resign) or been dismissed herein as independent public accountants of Washington Federal as a result of or in connection with any disagreements with Washington Federal on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedurethe “Guaranty Financial Statements.” (b) Neither Washington Federal nor The Guaranty Financial Statements fairly present the financial position and results of operation of Guaranty at the dates and for the periods indicated in conformity with GAAP applied on a consistent basis. (c) As of the dates of the Guaranty Financial Statements, Guaranty did not have any of its Subsidiaries has any liability, obligation obligations or loss contingency of any nature whatsoever liabilities (whether absoluteor not accrued, accruedfixed, contingent or otherwise and whether due or to become due) that are not required to be reflected disclosed), which are material and are not fully shown or reserved against on a balance sheet prepared provided for in the Guaranty Financial Statements or otherwise disclosed in this Agreement. (d) Guaranty has implemented and maintains internal controls over financial reporting that are sufficient to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP and includes policies and procedures for its own purposes that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Guaranty and its Subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, except for those liabilities, obligations or loss contingencies and that are reflected or reserved against on the consolidated balance sheet receipts and expenditures of Washington Federal included in its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2016 (including any notes thereto) and for liabilities, obligations or loss contingencies incurred in the ordinary course of business consistent with past practice since December 31, 2016, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Washington Federal Guaranty and its Subsidiaries are recordedbeing made only in accordance with authorizations of management and directors of Guaranty and its Subsidiaries; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, stored, maintained and operated under means (including any electronic, mechanical use or photographic process, whether computerized or not) disposition of Guaranty’s assets that are under the exclusive ownership and direct control of Washington Federal 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 could have a Material Adverse Effect on Washington Federal. Washington Federal (x) 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 Washington Federal, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Washington Federal by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and (y) has disclosed, based effect on its most recent evaluation prior to the date hereoffinancial statements. Since January 1, to Washington Federal's outside auditors and the audit committee of Washington Federal's Board of Directors (i) 2012, Guaranty has not experienced or effected any significant deficiencies and material weaknesses change 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 Washington Federal'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 Washington Federal's internal controls over financial reporting. These disclosures were made in writing by management to Washington Federal's auditors and audit committee and a copy has previously been made available to Anchor. There is no reason to believe that Washington Federal's outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (de) Since October January 1, 20132012, (i) neither Washington Federal Guaranty nor any of its Subsidiaries, norSubsidiaries or, to the knowledge Knowledge of Washington FederalGuaranty, any director, officer, employee, auditor, accountant or representative Representative of Washington Federal Guaranty or any of its Subsidiaries, Subsidiaries has received or has otherwise had or obtained knowledge Knowledge of any complaint, allegation, assertion assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies methodologies, or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Washington Federal Guaranty or any of its Subsidiaries or their respective internal accounting controlscontrol over financial reporting, including any material complaint, allegation, assertion assertion, or claim that Washington Federal Guaranty or any of its Subsidiaries has engaged in questionable accounting or auditing practices. (f) To the Knowledge of Guaranty: (i) there are no significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to materially adversely affect Guaranty’s ability to record, process, summarize and report financial information; and (ii) since January 1, 2012, there is no attorney representing Washington Federal or any of its Subsidiaries, or other person, fraud whether or not employed by Washington Federal or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty, material violation of banking that involves management or other laws, or similar material violation by Washington Federal, or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors or senior management of Washington Federal or any of its Subsidiaries or any committee thereof, to any director or officer of Washington Federal or any of its Subsidiarieswho have a significant role in Guaranty’s internal control over financial reporting.

Financial Statements and Internal Controls. (a) The financial statements of Washington Federal Heritage and its Subsidiaries included (or incorporated by reference) in the Washington Federal Heritage Reports (including the related notes, where applicable) ) (i) have been prepared from, and are in accordance with, the books and records of Washington Federal Heritage and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flows, changes in shareholders' equity and consolidated financial position of Washington Federal Heritage and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amountamount and the absence of notes), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Washington Federal Heritage 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, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Deloitte & Touche Xxxxx Xxxxxxx LLP has not resigned (or informed Washington Federal Heritage that it intends to resign) or been dismissed as independent public accountants of Washington Federal Heritage as a result of or in connection with any disagreements with Washington Federal Heritage on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Washington Federal As of the date of this Agreement, neither Heritage nor any of its Subsidiaries has any liability, obligation or loss contingency of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that are is required to be reflected or reserved against on a balance sheet (or notes thereto) prepared in accordance with GAAP, except for those liabilities, obligations or loss contingencies that are reflected or reserved against on the consolidated balance sheet of Washington Federal Heritage included in its Quarterly Annual Report on Form 10-Q K for the fiscal quarter year ended December 31, 2016 2017 (including any notes thereto) and for liabilities, obligations or loss contingencies incurred in the ordinary course of business consistent with past practice since December 31, 20162017, or related to or in connection with this Agreement and Agreement, the transactions contemplated hereby, or the acquisition of Puget Sound Bancorp, Inc. and its subsidiaries. (c) The records, systems, controls, data and information of Washington Federal Heritage 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 Washington Federal Heritage 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 Adverse Effect on Washington FederalHeritage. Washington Federal Heritage (x) 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 Washington FederalHeritage, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Washington Federal Heritage by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Washington FederalHeritage's outside auditors and the audit committee of Washington FederalHeritage's Board of Directors (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 Washington FederalHeritage'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 Washington FederalHeritage's internal controls over financial reporting. These disclosures were made in writing by management to Washington FederalHeritage's auditors and audit committee and a copy has previously been made available to Anchorcommittee. There is no reason to believe that Washington FederalHeritage's outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (d) Since October January 1, 20132015, (i) neither Washington Federal Heritage nor any of its Subsidiaries, nor, to the knowledge of Washington FederalHeritage, any director, officer, employee, auditor, accountant or representative of Washington Federal Heritage 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Washington Federal Heritage or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Washington Federal Heritage or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Washington Federal Heritage or any of its Subsidiaries, or other person, whether or not employed by Washington Federal Heritage or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty, material violation of banking or other laws, or similar material violation by Washington FederalHeritage, or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors or senior management of Washington Federal Heritage or any of its Subsidiaries or any committee thereof, . The phrase "to any director or officer the knowledge of Washington Federal Heritage" or any similar phrase means the actual knowledge of its Subsidiariesthe Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, or Chief Credit Officer of Heritage or Heritage Bank, after reasonable inquiry.

Financial Statements and Internal Controls. (a) The financial statements of Washington Federal BayCom and its Subsidiaries included (or incorporated by reference) in the Washington Federal BayCom Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Washington Federal BayCom and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flows, changes in shareholders' ’ equity and consolidated financial position of Washington Federal BayCom and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amountamount and the absence of notes), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Washington Federal BayCom 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, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Deloitte & Touche Mxxx Axxxx LLP has not resigned (or informed Washington Federal BayCom that it intends to resign) or been dismissed as independent public accountants of Washington Federal BayCom as a result of or in connection with any disagreements with Washington Federal BayCom on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Washington Federal As of the date of this Agreement, neither BayCom nor any of its Subsidiaries has any liability, obligation or loss contingency of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that are is required to be reflected or reserved against on a balance sheet (or notes thereto) prepared in accordance with GAAP, except for those liabilities, obligations or loss contingencies that are reflected or reserved against on the consolidated balance sheet of Washington Federal BayCom included in its Quarterly Report on Form 10-Q for the fiscal quarter ended December March 31, 2016 2019 (including any notes thereto) and for liabilities, obligations or loss contingencies incurred in the ordinary course of business consistent with past practice since December March 31, 20162019, or related to or in connection with this Agreement and Agreement, the transactions contemplated hereby, or the recent acquisition of Uniti Financial Corporation and its subsidiaries. (c) The records, systems, controls, data and information of Washington Federal BayCom 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 Washington Federal BayCom 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 Adverse Effect on Washington FederalBayCom. Washington Federal BayCom (x) 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 Washington FederalBayCom, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Washington Federal BayCom by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Washington Federal's BayCom’s outside auditors and the audit committee of Washington Federal's BayCom’s Board of Directors (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 Washington Federal's BayCom’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 Washington Federal's BayCom’s internal controls over financial reporting. These disclosures were made in writing by management to Washington Federal's BayCom’s auditors and audit committee and a copy has previously been made available to Anchorcommittee. There is no reason to believe that Washington Federal's BayCom’s outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act, without qualification, when next due. (d) Since October January 1, 20132016, (i) neither Washington Federal BayCom nor any of its Subsidiaries, nor, to the knowledge of Washington FederalBayCom, any director, officer, employee, auditor, accountant or representative of Washington Federal BayCom 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Washington Federal BayCom or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Washington Federal BayCom or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Washington Federal BayCom or any of its Subsidiaries, or other person, whether or not employed by Washington Federal BayCom or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty, material violation of banking or other laws, or similar material violation by Washington FederalBayCom, or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors or senior management of Washington Federal BayCom or any of its Subsidiaries or any committee thereof, . The phrase “to any director or officer the knowledge of Washington Federal BayCom” or any similar phrase means the actual knowledge of its Subsidiariesthe Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, or Chief Credit Officer of BayCom or United Business Bank, after reasonable inquiry.

Financial Statements and Internal Controls. (a) The financial statements of Washington Federal FS Bancorp and its Subsidiaries included (or incorporated by reference) in the Washington Federal FS Bancorp Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Washington Federal FS Bancorp and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flows, changes in shareholders' equity and consolidated financial position of Washington Federal FS Bancorp and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Washington Federal FS Bancorp 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, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Deloitte & Touche Xxxx Xxxxx LLP has not resigned (or informed Washington Federal FS Bancorp that it intends to resign) or been dismissed as independent public accountants of Washington Federal FS Bancorp as a result of or in connection with any disagreements with Washington Federal FS Bancorp on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Washington Federal FS Bancorp nor any of its Subsidiaries has any liability, obligation or loss contingency of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that are required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, except for those liabilities, obligations or loss contingencies that are reflected or reserved against on the consolidated balance sheet of Washington Federal FS Bancorp included in its Quarterly Report on Form 10-Q for the fiscal quarter ended December March 31, 2016 2018 (including any notes thereto) and for liabilities, obligations or loss contingencies incurred in the ordinary course of business consistent with past practice since December March 31, 20162018, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Washington Federal FS Bancorp 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 Washington Federal FS Bancorp 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 Adverse Effect on Washington FederalFS Bancorp. Washington Federal FS Bancorp (x) 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 Washington FederalFS Bancorp, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Washington Federal FS Bancorp by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Washington FederalFS Bancorp's outside auditors and the audit committee of Washington FederalFS Bancorp's Board of Directors (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 Washington FederalFS Bancorp'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 Washington FederalFS Bancorp's internal controls over financial reporting. These disclosures were made in writing by management to Washington FederalFS Bancorp's auditors and audit committee and a copy has previously been made available to Anchor. There is no reason to believe that Washington FederalFS Bancorp's outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (d) Since October January 1, 20132014, (i) neither Washington Federal FS Bancorp nor any of its Subsidiaries, nor, to the knowledge of Washington FederalFS Bancorp, any director, officer, employee, auditor, accountant or representative of Washington Federal FS Bancorp 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Washington Federal FS Bancorp or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Washington Federal FS Bancorp or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Washington Federal FS Bancorp or any of its Subsidiaries, or other person, whether or not employed by Washington Federal FS Bancorp or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty, material violation of banking or other laws, or similar material violation by Washington FederalFS Bancorp, or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors or senior management of Washington Federal FS Bancorp or any of its Subsidiaries or any committee thereof, to any director or officer of Washington Federal FS Bancorp or any of its Subsidiaries.

Financial Statements and Internal Controls. (a) The financial statements of Washington Federal Timberland and its Subsidiaries included (or incorporated by reference) in the Washington Federal Timberland Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Washington Federal Timberland and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flows, changes in shareholders' equity and consolidated financial position of Washington Federal Timberland and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amountamount and the absence of notes), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Washington Federal Timberland 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, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Deloitte & Touche Dxxxx LLP has not resigned (or informed Washington Federal Timberland that it intends to resign) or been dismissed as independent public accountants of Washington Federal Timberland as a result of or in connection with any disagreements with Washington Federal Timberland on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Washington Federal As of the date of this Agreement, neither Timberland nor any of its Subsidiaries has any liability, obligation or loss contingency of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that are is required to be reflected or reserved against on a balance sheet (or notes thereto) prepared in accordance with GAAP, except for those liabilities, obligations or loss contingencies that are reflected or reserved against on the consolidated balance sheet of Washington Federal Timberland included in its Quarterly Annual Report on Form 10-Q K for the fiscal quarter annual period ended December 31September 30, 2016 2017 (including any notes thereto) and for liabilities, obligations or loss contingencies incurred in the ordinary course of business consistent with past practice since December 31September 30, 20162017, or in connection with this Agreement and the transactions contemplated herebyMerger. (c) The records, systems, controls, data and information of Washington Federal Timberland 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 Washington Federal Timberland or its Subsidiaries or their 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 Washington FederalTimberland. Washington Federal Timberland (x) 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 Washington FederalTimberland, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Washington Federal Timberland by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the XxxxxxxxSxxxxxxx-Xxxxx Act of 2002 (the "Sxxxxxxx-Xxxxx Act"), and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Washington FederalTimberland's outside auditors and the audit committee of Washington FederalTimberland's Board of Directors (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 Washington FederalTimberland'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 Washington FederalTimberland's internal controls over financial reporting. These disclosures were made in writing by management to Washington FederalTimberland's auditors and audit committee and a copy has previously been made available to Anchorcommittee. There is no reason to believe that Washington FederalTimberland's outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the XxxxxxxxSxxxxxxx-Xxxxx Act, without qualification, when next due. (d) Since October January 1, 20132014, (i) neither Washington Federal Timberland nor any of its Subsidiaries, nor, to the knowledge of Washington FederalTimberland, any director, officer, employee, auditor, accountant or representative of Washington Federal Timberland 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Washington Federal Timberland or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Washington Federal Timberland or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Washington Federal Timberland or any of its Subsidiaries, or other person, whether or not employed by Washington Federal Timberland or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty, material violation of banking or other laws, or similar material violation by Washington FederalTimberland, or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors or senior management of Washington Federal Timberland or any of its Subsidiaries or any committee thereof, to any director or officer of Washington Federal or any of its Subsidiaries.

Financial Statements and Internal Controls. (a) The financial statements of Washington Federal Anchor and its Subsidiaries included (or incorporated by reference) in the Washington Federal Anchor Reports (including the related notes, where applicable) ) (i) have been prepared from, and are in accordance with, the books and records of Washington Federal Anchor and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flows, changes in shareholders' equity and consolidated financial position of Washington Federal Anchor and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Washington Federal Anchor 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, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Deloitte & Touche Xxxx Xxxxx LLP has not resigned (or informed Washington Federal Anchor that it intends to resign) or been dismissed as independent public accountants of Washington Federal Anchor as a result of or in connection with any disagreements with Washington Federal Anchor on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Washington Federal Anchor nor any of its Subsidiaries has any liability, obligation or loss contingency of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that are required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, except for those liabilities, obligations or loss contingencies that are reflected or reserved against on the consolidated balance sheet of Washington Federal Anchor included in its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2016 (including any notes thereto) and for liabilities, obligations or loss contingencies incurred in the ordinary course of business consistent with past practice since December 31, 2016, or in connection with this Agreement and the transactions contemplated hereby. (c) The allowance for loan loss account of Anchor Bank as reflected in the Anchor Bank Call Reports is, and the amount thereof, contained in the financial books and records of Anchor Bank as of the last day of the month preceding the Closing Date will, in the opinion of management of Anchor Bank, be adequate as of the date thereof to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans of Anchor Bank as of such date. (d) The records, systems, controls, data and information of Washington Federal Anchor 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 Washington Federal Anchor 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 Adverse Effect on Washington FederalAnchor. Washington Federal Anchor (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) to ensure that material information relating to Washington FederalAnchor, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Washington Federal Anchor by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Washington FederalAnchor's outside auditors and the audit committee of Washington FederalAnchor's Board of Directors (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 Washington FederalAnchor'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 Washington FederalAnchor's internal controls over financial reporting. These disclosures were made in writing by management to Washington FederalAnchor's auditors and audit committee and a copy has previously been made available to AnchorWashington Federal. There is no reason to believe that Washington FederalAnchor's outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (de) Since October July 1, 2013, (i) neither Washington Federal Anchor nor any of its Subsidiaries, nor, to the knowledge of Washington FederalAnchor, any director, officer, employee, auditor, accountant or representative of Washington Federal Anchor 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Washington Federal Anchor or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Washington Federal Anchor or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Washington Federal Anchor or any of its Subsidiaries, or other person, whether or not employed by Washington Federal Anchor or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty, material violation of banking or other laws, laws or similar material violation by Washington Federal, Anchor or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors or senior management of Washington Federal Anchor or any of its Subsidiaries or any committee thereof, thereof or to any director or officer of Washington Federal Anchor or any of its Subsidiaries.

Financial Statements and Internal Controls. (a) The financial statements of Washington Federal Anchor and its Subsidiaries included (or incorporated by reference) in the Washington Federal Anchor Reports (including the related notes, where applicable) ) (i) have been prepared from, and are in accordance with, the books and records of Washington Federal Anchor and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flows, changes in shareholders' equity and consolidated financial position of Washington Federal Anchor and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Washington Federal Anchor 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, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Deloitte & Touche Xxxx Xxxxx LLP has not resigned (or informed Washington Federal Anchor that it intends to resign) or been dismissed as independent public accountants of Washington Federal Anchor as a result of or in connection with any disagreements with Washington Federal Anchor on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Washington Federal Anchor nor any of its Subsidiaries has any liability, obligation or loss contingency of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that are required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, except for those liabilities, obligations or loss contingencies that are reflected or reserved against on the consolidated balance sheet of Washington Federal Anchor included in its Quarterly Report on Form 10-Q for the fiscal quarter ended December March 31, 2016 2018 (including any notes thereto) and for liabilities, obligations or loss contingencies incurred in the ordinary course of business consistent with past practice since December March 31, 20162018, or in connection with this Agreement and the transactions contemplated hereby. (c) The allowance for loan loss account of Anchor Bank as reflected in the Anchor Bank Call Reports is, and the amount thereof, contained in the financial books and records of Anchor Bank as of the last day of the month preceding the Closing Date will, in the opinion of management of Anchor Bank, be adequate as of the date thereof to provide for all losses, net of recoveries relating to loans previously charged off, on all outstanding loans of Anchor Bank as of such date. (d) The records, systems, controls, data and information of Washington Federal Anchor 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 Washington Federal Anchor 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 Adverse Effect on Washington FederalAnchor. Washington Federal Anchor (x) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) to ensure that material information relating to Washington FederalAnchor, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Washington Federal Anchor by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Washington FederalAnchor's outside auditors and the audit committee of Washington FederalAnchor's Board of Directors (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 Washington FederalAnchor'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 Washington FederalAnchor's internal controls over financial reporting. These disclosures were made in writing by management to Washington FederalAnchor's auditors and audit committee and a copy has previously been made available to AnchorFS Bancorp. There is no reason to believe that Washington FederalAnchor's outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (de) Since October July 1, 20132014, (i) neither Washington Federal Anchor nor any of its Subsidiaries, nor, to the knowledge of Washington FederalAnchor, any director, officer, employee, auditor, accountant or representative of Washington Federal Anchor 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Washington Federal Anchor or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Washington Federal Anchor or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Washington Federal Anchor or any of its Subsidiaries, or other person, whether or not employed by Washington Federal Anchor or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty, material violation of banking or other laws, laws or similar material violation by Washington Federal, Anchor or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors or senior management of Washington Federal Anchor or any of its Subsidiaries or any committee thereof, thereof or to any director or officer of Washington Federal Anchor or any of its Subsidiaries.

Financial Statements and Internal Controls. (a) The financial statements of Washington Federal Heritage and its Subsidiaries included (or incorporated by reference) in the Washington Federal Heritage Reports (including the related notes, where applicable) ) (i) have been prepared from, and are in accordance with, the books and records of Washington Federal Heritage and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flows, changes in shareholders' equity and consolidated financial position of Washington Federal Heritage and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amountamount and the absence of notes), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Washington Federal Heritage 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, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Deloitte & Touche Xxxxx Xxxxxxx LLP has not resigned (or informed Washington Federal Heritage that it intends to resign) or been dismissed as independent public accountants of Washington Federal Heritage as a result of or in connection with any disagreements with Washington Federal Heritage on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Washington Federal As of the date of this Agreement, neither Heritage nor any of its Subsidiaries has any liability, obligation or loss contingency of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that are is required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, except for those liabilities, obligations or loss contingencies that are reflected or reserved against on the consolidated balance sheet of Washington Federal Heritage included in its Quarterly Report on Form 10-Q for the fiscal quarter ended December March 31, 2016 2017 (including any notes thereto) and for liabilities, obligations or loss contingencies incurred in the ordinary course of business consistent with past practice since December March 31, 20162017, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Washington Federal Heritage 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 Washington Federal Heritage 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 Adverse Effect on Washington FederalHeritage. Washington Federal Heritage (x) 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 Washington FederalHeritage, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Washington Federal Heritage by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the "Xxxxxxxx-Xxxxx Act"), and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Washington FederalHeritage's outside auditors and the audit committee of Washington FederalHeritage's Board of Directors (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 Washington FederalHeritage'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 Washington FederalHeritage's internal controls over financial reporting. These disclosures were made in writing by management to Washington FederalHeritage's auditors and audit committee and a copy has previously been made available to AnchorPuget Sound. There is no reason to believe that Washington FederalHeritage's outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (d) Since October January 1, 20132014, (i) neither Washington Federal Heritage nor any of its Subsidiaries, nor, to the knowledge of Washington FederalHeritage, any director, officer, employee, auditor, accountant or representative of Washington Federal Heritage 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Washington Federal Heritage or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Washington Federal Heritage or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Washington Federal Heritage or any of its Subsidiaries, or other person, whether or not employed by Washington Federal Heritage or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty, material violation of banking or other laws, or similar material violation by Washington FederalHeritage, or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors or senior management of Washington Federal Heritage or any of its Subsidiaries or any committee thereof, to any director or officer of Washington Federal or any of its Subsidiaries.

Financial Statements and Internal Controls. (a) The financial statements of Washington Federal and its Subsidiaries included (or incorporated by reference) in the Washington Federal Reports (including the related notes, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Washington Federal and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flows, changes in shareholders' ’ equity and consolidated financial position of Washington Federal and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Washington Federal 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, reflect only actual transactions and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Deloitte & Touche LLP has not resigned (or informed Washington Federal that it intends to resign) or been dismissed as independent public accountants of Washington Federal as a result of or in connection with any disagreements with Washington Federal on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Washington Federal nor any of its Subsidiaries has any liability, obligation or loss contingency of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that are required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, except for those liabilities, obligations or loss contingencies that are reflected or reserved against on the consolidated balance sheet of Washington Federal included in its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2016 (including any notes thereto) and for liabilities, obligations or loss contingencies incurred in the ordinary course of business consistent with past practice since December 31, 2016, or in connection with this Agreement and the transactions contemplated hereby. (c) The records, systems, controls, data and information of Washington Federal 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 Washington Federal 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 Adverse Effect on Washington Federal. Washington Federal (x) 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 Washington Federal, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Washington Federal by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Washington Federal's ’s outside auditors and the audit committee of Washington Federal's ’s Board of Directors (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 Washington Federal's ’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 Washington Federal's ’s internal controls over financial reporting. These disclosures were made in writing by management to Washington Federal's ’s auditors and audit committee and a copy has previously been made available to Anchor. There is no reason to believe that Washington Federal's ’s outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next due. (d) Since October 1, 2013, (i) neither Washington Federal nor any of its Subsidiaries, nor, to the knowledge of Washington Federal, any director, officer, employee, auditor, accountant or representative of Washington Federal 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 (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Washington Federal or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Washington Federal or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Washington Federal or any of its Subsidiaries, or other person, whether or not employed by Washington Federal or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty, material violation of banking or other laws, or similar material violation by Washington Federal, or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors or senior management of Washington Federal or any of its Subsidiaries or any committee thereof, to any director or officer of Washington Federal or any of its Subsidiaries.

Financial Statements and Internal Controls. (a) The financial statements audited consolidated balance sheets (including related notes and schedules, if any) of Washington Federal Puget Sound and its Subsidiaries included (or incorporated by reference) as of December 31, 2016 and 2015 and the related consolidated statements of income, comprehensive income, changes in the Washington Federal Reports shareholders' equity, and cash flows (including related notes and schedules, if any) of Puget Sound and its Subsidiaries for each of the related notes, where applicable) (i) have been prepared fromtwo years then ended, and are in accordance withthe unaudited consolidated balance sheet, the books and records statement of Washington Federal and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flowsincome, changes in shareholders' equity and consolidated financial position cash flows (including related notes and schedules, if any) of Washington Federal Puget Sound and its Subsidiaries for the respective fiscal periods or as of six month period ended June 30, 2017 (collectively, the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv"Puget Sound Financial Statements") have been prepared previously made available to Heritage. The Puget Sound Financial Statements fairly present the consolidated financial position and results of operations of Puget Sound and its Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP consistently applied during the periods involved, except, in each case, except as indicated in such statements the Puget Sound Financial Statements or notes thereto and, in the case of unaudited financial statements, subject to normal year-end adjustments (which will not be material individually or in the notes theretoaggregate) and the of lack footnotes. The financial and accounting books and records of Washington Federal Puget Sound and its Subsidiaries have been, and are being, been maintained in all material respects in accordance with GAAP and any all other applicable legal and accounting requirements, reflect only actual transactions transactions, and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Deloitte & Touche Xxxx Xxxxx LLP has not resigned (or informed Washington Federal Puget Sound that it intends to resign) or been dismissed as independent public accountants of Washington Federal Puget Sound as a result of or in connection with any disagreements with Washington Federal Puget Sound on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Washington Federal nor any The call reports of its Subsidiaries has any liabilityPuget Sound Bank and accompanying schedules, obligation as filed (or to be filed) with the FDIC, for each calendar quarter beginning with the quarter ended March 31, 2015 through the Closing Date (the "Puget Sound Bank Call Reports") have been (or will be) prepared in accordance with regulatory requirements including applicable regulatory accounting principles and practices through the periods covered by such reports. (c) As of the date of most recent balance sheet included in the Puget Sound Financial Statements, Puget Sound on a consolidated basis had no liabilities, obligations or loss contingency contingencies of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become dueotherwise) that are of a type required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, except for those liabilities, obligations or loss contingencies that GAAP which are not fully reflected or reserved against on the consolidated most recent balance sheet of Washington Federal included in its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2016 Puget Sound Financial Statements (including any notes thereto) and for liabilities, obligations or loss contingencies incurred in the ordinary course of business consistent with past practice since December 31, 2016, or in connection with this Agreement and the transactions contemplated hereby). (cd) The allowance for loan loss account of Puget Sound Bank as reflected in the Puget Sound Bank Call Report for the quarter ended March 31, 2017, was as of such date, and the amount thereof contained in the financial books and records of Puget Sound Bank as of the last day of the month immediately preceding the Closing Date will be as of such future date, in compliance with Puget Sound Bank's existing methodology for determining the adequacy of its allowance for loan and lease losses as well as GAAP and applicable regulatory guidelines. (e) The records, systems, controls, data and information of Washington Federal Puget Sound 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 Washington Federal Puget Sound 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 Adverse Effect material adverse effect on Washington Federal. Washington Federal Puget Sound's (xor any Puget Sound Subsidiary's) 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 Washington Federal, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Washington Federal by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Washington Federal's outside auditors and the audit committee of Washington Federal's Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation system of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Washington Federal'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 Washington Federal's internal controls over financial reporting. These disclosures were made in writing by management to Washington Federal's auditors and audit committee and a copy has previously been made available to Anchor. There is no reason to believe that Washington Federal's outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next dueaccounting controls. (df) Since October January 1, 20132014, (i) neither Washington Federal Puget Sound nor any of its Subsidiaries, nor, nor to the knowledge of Washington FederalPuget Sound, any director, officer, employee, auditor, accountant or any representative of Washington Federal Puget Sound or any of its Subsidiaries, 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 (including with respect to loan loss reserves, write-write downs, charge-charge offs and accruals) of Washington Federal Puget Sound or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Washington Federal Puget Sound or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Washington Federal Puget Sound or any of its Subsidiaries, or any other person, whether or not employed by Washington Federal Puget Sound or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty, material duty or violation of banking or other laws, or similar material violation laws by Washington Federal, Puget Sound or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors or senior management of Washington Federal or any of its Subsidiaries or any committee thereof, to any director or officer of Washington Federal Puget Sound or any of its Subsidiaries, or any committee thereof.

Financial Statements and Internal Controls. (a) The financial audited balance sheets (including related notes and schedules, if any) of South Sound Bank as of December 31, 2017 and 2016 and the related statements of Washington Federal and its Subsidiaries included (or incorporated by reference) in the Washington Federal Reports (including the related notesincome, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Washington Federal and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flowscomprehensive income, changes in shareholders' equity equity, and consolidated cash flows (including related notes and schedules, if any) of South Sound Bank for each of the two years then ended (collectively, the "South Sound Bank Financial Statements") have been previously made available to Timberland. The South Sound Bank Financial Statements fairly present the financial position and results of Washington Federal operations of South Sound Bank as of and its Subsidiaries for the respective fiscal periods or as of ending on the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount)thereof, (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, except as indicated in such statements the South Sound Bank Financial Statements or in the notes thereto. The financial and accounting books and records of Washington Federal and its Subsidiaries South Sound Bank have been, and are being, been maintained in all material respects in accordance with GAAP and any all other applicable legal and accounting requirements, reflect only actual transactions transactions, and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Deloitte & Touche Mxxx Axxxx LLP has not resigned (or informed Washington Federal South Sound Bank that it intends to resign) or been dismissed as independent public accountants of Washington Federal South Sound Bank as a result of or in connection with any disagreements with Washington Federal South Sound Bank on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Washington Federal nor any The call reports of its Subsidiaries South Sound Bank and accompanying schedules, as filed (or to be filed) with the FDIC, for each calendar quarter beginning with the quarter ended September 30, 2015 through the Closing Date (as defined in Section 9.1) (the "South Sound Bank Call Reports") have been (or will be) prepared in accordance with regulatory requirements including applicable regulatory accounting principles and practices through the periods covered by such reports. (c) South Sound Bank has any liabilityno liabilities, obligation obligations or loss contingency contingencies of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become dueotherwise) that are of a type required to be reflected or reserved against on a balance sheet (or notes thereto) prepared in accordance with GAAP, except for those liabilities, obligations or and loss contingencies that which (i) are fully reflected or reserved against on the consolidated most recent balance sheet of Washington Federal included in its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2016 South Sound Bank Financial Statements (including any notes thereto), (ii) and for liabilities, obligations or loss contingencies were incurred in the ordinary course of business consistent with past practice since December 31, 2016the date of the most recent balance sheet included in the South Sound Bank Financial Statements, or (iii) were incurred in connection with this Agreement and the transactions contemplated herebyMerger. (cd) The allowance for loan loss account of South Sound Bank as reflected in the South Sound Bank Call Report for the quarter ended March 31, 2018, was as of such date, and the amount thereof contained in the financial books and records of South Sound Bank as of the last day of the month immediately preceding the Closing Date will be as of such future date, in compliance with South Sound Bank's existing methodology for determining the adequacy of its allowance for loan and lease losses as well as GAAP and applicable regulatory guidelines. (e) The records, systems, controls, data and information of Washington Federal and its Subsidiaries South Sound Bank 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 Washington Federal South Sound Bank 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 Adverse Effect material adverse effect on Washington FederalSouth Sound Bank's system of internal accounting controls. Washington Federal (x) South Sound Bank has implemented and maintains disclosure a system of internal accounting controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) effective to ensure provide reasonable assurances that material information relating to Washington Federal, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Washington Federal by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Washington Federal's outside auditors and the audit committee of Washington Federal's Board of Directors (i) any significant deficiencies transactions are executed in accordance with management's general 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 Washington Federal's ability to record, process, summarize and report financial informationspecific authorizations, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role transactions are recorded in Washington Federal's internal controls over financial reporting. These disclosures were made in writing by management to Washington Federal's auditors accordance with GAAP consistently applied and audit committee and a copy has previously been made available to Anchor. There is no reason to believe that Washington Federal's outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next duewith applicable law. (df) Since October January 1, 20132014, (i) neither Washington Federal South Sound Bank, nor any of its Subsidiaries, nor, to the knowledge of Washington FederalSouth Sound Bank, any director, officer, employee, auditor, accountant or any representative of Washington Federal or any of its Subsidiaries, South Sound Bank 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 (including with respect to loan loss reserves, write-write downs, charge-charge offs and accruals) of Washington Federal South Sound Bank or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Washington Federal or any of its Subsidiaries South Sound Bank has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Washington Federal South Sound Bank or any of its Subsidiaries, or other person, whether or not employed by Washington Federal or any of its SubsidiariesSouth Sound Bank, has reported evidence of a material violation of securities laws, breach of fiduciary duty, material duty or violation of banking or other laws, or similar material violation laws by Washington Federal, South Sound Bank or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors or senior management of Washington Federal or any of its Subsidiaries South Sound Bank or any committee thereof, to any director or officer of Washington Federal or any of its Subsidiaries.

Financial Statements and Internal Controls. (a) The financial statements audited consolidated balance sheets (including related notes and schedules, if any) of Washington Federal Premier Commercial and its Subsidiaries included (or incorporated by reference) in the Washington Federal Reports (including as of December 31, 2016 and 2015 and the related notesconsolidated statements of net income, where applicable) (i) have been prepared from, and are in accordance with, the books and records of Washington Federal and its Subsidiaries, (ii) fairly present in accordance with GAAP the consolidated results of operations, cash flowscomprehensive income, changes in shareholdersstockholders' equity, and cash flows (including related notes and schedules, if any) of Premier Commercial and its Subsidiaries for each of the two years then ended, and the unaudited consolidated balance sheet, statement of net income, changes in stockholders' equity and consolidated financial position cash flows (including related notes and schedules, if any) of Washington Federal Premier Commercial and its Subsidiaries for the respective fiscal periods or as of nine month period ended September 30, 2017 (collectively, the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iv"Premier Commercial Financial Statements") have been prepared previously made available to Heritage. The Premier Commercial Financial Statements fairly present the consolidated financial position and results of operations of Premier Commercial and its Subsidiaries on a consolidated basis as of and for the respective periods ending on the dates thereof, in accordance with GAAP consistently applied during the periods involved, except, in each case, except as indicated in such statements the Premier Commercial Financial Statements or notes thereto and, in the case of unaudited financial statements, subject to normal year-end adjustments (which will not be material individually or in the notes theretoaggregate) and the absence of footnotes. The financial and accounting books and records of Washington Federal Premier Commercial and its Subsidiaries have been, and are being, been maintained in all material respects in accordance with GAAP and any all other applicable legal and accounting requirements, reflect only actual transactions transactions, and there are no material misstatements, omissions, inaccuracies or discrepancies contained or reflected therein. Deloitte & Touche Xxxx Xxxxx LLP has not resigned (or informed Washington Federal Premier Commercial that it intends to resign) or been dismissed as independent public accountants of Washington Federal Premier Commercial as a result of or in connection with any disagreements with Washington Federal Premier Commercial on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither Washington Federal nor any Except as set forth in Section 3.6(b) of its Subsidiaries the Premier Commercial Disclosure Schedule, the call reports of Premier Community Bank and accompanying schedules, as filed (or to be filed) with the FDIC, for each calendar quarter beginning with the quarter ended March 31, 2015 through the Closing Date (as defined in Section 9.1) (the "Premier Community Bank Call Reports") have been (or will be) prepared in accordance with regulatory requirements including applicable regulatory accounting principles and practices through the periods covered by such reports. (c) Premier Commercial on a consolidated basis has any liabilityno liabilities, obligation obligations or loss contingency contingencies of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become dueotherwise) that are of a type required to be reflected or reserved against on a balance sheet (or notes thereto) prepared in accordance with GAAP, except for those liabilities, obligations or and loss contingencies that which (i) are fully reflected or reserved against on the consolidated most recent balance sheet of Washington Federal included in its Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2016 Premier Commercial Financial Statements (including any notes thereto), (ii) and for liabilities, obligations or loss contingencies were incurred in the ordinary course of business consistent with past practice practices since December 31, 2016the date of the most recent balance sheet included in the Premier Commercial Financials Statements, or (iii) were incurred in connection with this Agreement and the transactions contemplated herebyMerger. None of Premier Commercial or any of its Subsidiaries is a party to any "off balance sheet arrangements" as defined in Item 303(a)(4) of Regulation S-K of the SEC. (cd) The allowance for loan loss account of Premier Community Bank as reflected in the Premier Community Bank Call Report for the quarter ended September 30, 2017, was as of such date, and the amount thereof contained in the financial books and records of Premier Community Bank as of the last day of the month immediately preceding the Closing Date will be as of such future date, in compliance with Premier Community Bank's existing methodology for determining the adequacy of its allowance for loan and lease losses as well as GAAP and applicable regulatory guidelines. (e) The records, systems, controls, data and information of Washington Federal Premier Commercial 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 Washington Federal Premier Commercial 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 Adverse Effect material adverse effect on Washington FederalPremier Commercial's (or any Premier Commercial Subsidiary's) system of internal accounting controls. Washington Federal (x) Premier Commercial has implemented and maintains disclosure a system of internal accounting controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) effective to ensure that material information relating to Washington Federal, including its Subsidiaries, is made known to the Chief Executive Officer and the Chief Financial Officer of Washington Federal by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act, and (y) has disclosed, based on its most recent evaluation prior to the date hereof, to Washington Federal's outside auditors and the audit committee of Washington Federal's Board of Directors provide reasonable assurances that (i) any significant deficiencies transactions are executed in accordance with management's general 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 Washington Federal's ability to record, process, summarize and report financial informationspecific authorizations, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role transactions are recorded in Washington Federal's internal controls over financial reporting. These disclosures were made in writing by management to Washington Federal's auditors accordance with GAAP consistently applied and audit committee and a copy has previously been made available to Anchor. There is no reason to believe that Washington Federal's outside auditors and its Chief Executive Officer and Chief Financial Officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Xxxxxxxx-Xxxxx Act, without qualification, when next duewith applicable law. (df) Since October January 1, 20132015, (i) neither Washington Federal Premier Commercial nor any of its Subsidiaries, nor, nor to the knowledge of Washington FederalPremier Commercial, any director, officer, employee, auditor, accountant or any representative of Washington Federal Premier Commercial or any of its Subsidiaries, 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 (including with respect to loan loss reserves, write-write downs, charge-charge offs and accruals) of Washington Federal Premier Commercial or any of its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or claim that Washington Federal Premier Commercial or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Washington Federal Premier Commercial or any of its Subsidiaries, or any other person, whether or not employed by Washington Federal Premier Commercial or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty, material duty or violation of banking or other laws, or similar material violation laws by Washington Federal, Premier Commercial or any of its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors or senior management of Washington Federal or any of its Subsidiaries or any committee thereof, to any director or officer of Washington Federal Premier Commercial or any of its Subsidiaries, or any committee thereof.