Common use of Public Reports; Xxxxxxxx-Xxxxx Compliance Clause in Contracts

Public Reports; Xxxxxxxx-Xxxxx Compliance. (a) Since January 1, 2004, Umpqua has timely filed with the SEC all Umpqua Public Reports required to be filed, Umpqua Bank has timely filed with the FDIC and the Oregon Director all Umpqua Bank Call Reports required to be filed, and SAWY has timely filed with the SEC and NASD all SAWY Broker Dealer Reports required to be filed. (b) The financial statements included in the Umpqua Public Reports have been prepared in accordance GAAP, consistently applied, and fairly present the financial position and results of operation of Umpqua and its subsidiaries on the dates and for the periods covered thereby. (c) As of their respective dates, all Umpqua Public Reports, Umpqua Bank Call Reports and SAWY Broker Dealer Reports complied in all material respects with all requirements applicable to such filing. As of their respective dates, the Umpqua Public Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (d) In the Umpqua Public Reports, Umpqua has disclosed all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC) effected by Umpqua or any Umpqua Subsidiaries since January 1, 2004. (e) Xxxx Xxxxx LLP is and has been throughout the periods covered by the Umpqua Public Reports filed since August 11, 2005 (a) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002), (b) “independent” with respect to Umpqua within the meaning of SEC Regulation S-X, and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. Throughout the periods covered by Umpqua Public Reports filed between January 1, 2004 and August 9, 2005, Deloitte & Touche LLP was (a) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002), (b) “independent” with respect to Umpqua within the meaning of SEC Regulation S-X, and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. The definitive proxy statements of Umpqua electronically filed with the SEC and Section 5.3 of the Umpqua Disclosure Schedule list all non-audit services performed by Deloitte & Touche LLP and Xxxx Xxxxx LLP for Umpqua and Umpqua Subsidiaries since January 1, 2005 through the date hereof. (f) Umpqua and the Umpqua Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences. Umpqua has implemented “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Umpqua has implemented “disclosure controls and procedures” reasonably designed to ensure that all information required to be disclosed by Umpqua in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the SEC, and that such information is accumulated and communicated to Umpqua’s management as appropriate to allow timely decisions regarding required disclosure. (g) Each Umpqua Public Report that was required to be accompanied by the certifications contemplated by Item 601 of Regulation S-K was so accompanied, and at the time of filing or submission of each such certification, such certification complied with such item and was accurate in all material respects as of the date of such certificate. (h) The audit committee of the Umpqua Board of Directors has established procedures for the receipt, retention and treatment of complaints regarding the accounting, internal accounting controls, and auditing matters and the confidential, anonymous submission by employees of Umpqua of concerns regarding questionable accounting or auditing practices. No attorney representing Umpqua or any Umpqua Subsidiary, whether or not employed by Umpqua or any Umpqua Subsidiary, has reported “evidence of a material violation” (within the meaning of Part 205 of the Standards of Professional Conduct for Attorneys Appearing and Practicing Before the Commission in the Representation of an Issuer) by Umpqua or any of its officers, directors, employees or agents to the Umpqua Board of Directors or any committee thereof, to Umpqua’s chief legal officer, or to Umpqua’s chief legal officer and chief executive officer. Section 5.3 of the Umpqua Disclosure Schedule lists all investigations conducted since January 1, 2005 of any reported “evidence of a material violation” by Umpqua or any of its officer, directors, employees or agents and all Umpqua audit committee investigations conducted prior to the date hereof of complaints by Umpqua employees regarding accounting, internal accounting controls or auditing matters. (i) Umpqua is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select Market, and is in compliance in all material respects with the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC.

Public Reports; Xxxxxxxx-Xxxxx Compliance. (a) Since January 1, 2004, Umpqua NBB has timely filed with the SEC all Umpqua NBB Public Reports required to be so filed, Umpqua Bank and TVB has timely filed with the FRB, FDIC and the Oregon Director California Commissioner all Umpqua Bank reports including without limitation Call Reports required to be filed, and SAWY has timely filed with the SEC and NASD all SAWY Broker Dealer Reports required to be so filed. (b) The financial statements included in the Umpqua NBB Public Reports have been and will be prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), consistently applied, and fairly present the financial position and results of operation of Umpqua NBB and its subsidiaries TVB on the dates and for the periods covered thereby. (c) As Except as disclosed in Section 4.3(c) of the NBB Disclosure Schedule, as of their respective dates, all Umpqua NBB Public Reports, Umpqua Bank Call Reports and SAWY Broker Dealer all TVB Call Reports complied in all material respects with all requirements applicable to such filing. As of their respective dates, none of the Umpqua NBB Public Reports did not contain or TVB Call Reports contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (d) In Section 4.3 of the NBB Disclosure Schedule lists, and NBB has delivered to Umpqua Public Reportstrue and correct copies of the documentation creating or governing, Umpqua has disclosed all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC) effected by Umpqua NBB or any Umpqua Subsidiaries since NBB Subsidiary from January 1, 20042004 through the date hereof. (e) Xxxx Xxxxx-Xxxxx LLP is is, and has been throughout the periods covered by the Umpqua NBB Public Reports filed since August 11June 9, 2005 2006, (a) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002), (b) “independent” with respect to Umpqua NBB within the meaning of SEC Regulation S-X, and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. Throughout the periods covered by Umpqua NBB Public Reports filed between January 1, 2004 and August 9May 30, 20052006, Deloitte & Touche KPMG LLP was (a) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002), (b) “independent” with respect to Umpqua NBB within the meaning of SEC Regulation S-X, and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. The definitive proxy statements of Umpqua NBB electronically filed with the SEC and Section 5.3 4.3 of the Umpqua NBB Disclosure Schedule list all non-audit services performed by Deloitte & Touche Xxxxx-Xxxxx LLP and Xxxx Xxxxx KPMG LLP for Umpqua NBB and Umpqua the NBB Subsidiaries since from January 1, 2005 through the date hereof. (f) Umpqua NBB and the Umpqua NBB Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences. Umpqua NBB has disclosed, based on its most recent evaluation prior to the date hereof, to its auditors and the audit committee of its Board of Directors (1) any significant deficiencies in the design or operation of internal controls which could adversely affect in any material respect its ability to record, process, summarize and report financial data and has identified for its auditors any material weaknesses in internal controls and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in its internal controls. NBB has implemented “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Umpqua has implemented “disclosure controls and procedures” ) reasonably designed to ensure that all information required to be disclosed by Umpqua NBB in the reports that it files or submits under the Exchange Act NBB Public Reports is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the SEC, and that such information is accumulated and communicated to UmpquaNBB’s management as appropriate to allow timely decisions regarding required disclosure. (g) Each Umpqua NBB Public Report that was required to be accompanied by the certifications contemplated by Item 601 of Regulation S-K was so accompanied, and at the time of filing or submission of each such certification, such certification complied with such item and was accurate in all material respects as of the date of such certificate. (h) The audit committee of the Umpqua NBB Board of Directors has established procedures for the receipt, retention and treatment of complaints regarding the accounting, internal accounting controls, controls and auditing matters and the confidential, anonymous submission by employees of Umpqua NBB of concerns regarding questionable accounting or auditing practices. No attorney representing Umpqua NBB or any Umpqua NBB Subsidiary, whether or not employed by Umpqua NBB or any Umpqua NBB Subsidiary, has reported “evidence of a material violation” (within the meaning of Part 205 of the Standards of Professional Conduct for Attorneys Appearing and Practicing Before the Commission in the Representation of an Issuer) by Umpqua NBB or any of its officers, directors, employees or agents to the Umpqua NBB Board of Directors or any committee thereof, to UmpquaNBB’s chief legal officer, or to Umpqua’s chief legal officer and chief executive officer. Section 5.3 4.3 of the Umpqua NBB Disclosure Schedule lists all investigations conducted since January 1, 2005 of prior to the date hereof regarding any reported “evidence of a material violation” by Umpqua NBB or any of its officerofficers, directors, employees or agents and all Umpqua NBB audit committee investigations conducted prior to the date hereof of complaints by Umpqua NBB employees regarding accounting, internal accounting controls controls, or auditing matters. (i) Umpqua NBB is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select Market, and is in compliance in all material respects with the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC.

Public Reports; Xxxxxxxx-Xxxxx Compliance. (a) Since January 1, 2004, Umpqua Company has timely filed with the SEC all Umpqua Company Public Reports required to be filed, Umpqua and Bank has timely filed with the FDIC and the Oregon Director all Umpqua Bank Call Reports required to be filed, and SAWY has timely filed with the SEC and NASD all SAWY Broker Dealer Reports required to be filed. (b) The financial statements included in the Umpqua Company Public Reports have been prepared in accordance GAAP, consistently applied, and fairly present the financial position and results of operation of Umpqua Company and its subsidiaries on the dates and for the periods covered thereby. (c) As of their respective dates, all Umpqua Company Public Reports, Umpqua Reports and Bank Call Reports and SAWY Broker Dealer Reports complied in all material respects with all requirements applicable to such filing. As of their respective dates, the Umpqua Company Public Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (d) In the Umpqua Company Public Reports, Umpqua Company has disclosed all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC) effected by Umpqua Company or any Umpqua Company Subsidiaries since January 1, 2004. (e) Xxxx Xxxxx LLP is and has been throughout the periods covered by the Umpqua Company Public Reports filed since August 11, 2005 (a) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002), (b) “independent” with respect to Umpqua within the meaning of SEC Regulation S-X, and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. Throughout the periods covered by Umpqua Public Reports filed between January 1, 2004 and August 9, 2005, Deloitte & Touche LLP was (a) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002), (b) “independent” with respect to Umpqua within the meaning of SEC Regulation S-X, and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. The definitive proxy statements of Umpqua Company electronically filed with the SEC and Section 5.3 of the Umpqua Company Disclosure Schedule list all non-audit services performed by Deloitte & Touche LLP and Xxxx Xxxxx LLP for Umpqua Company and Umpqua Company Subsidiaries since January 1, 2005 2004 through the date hereof. (f) Umpqua Company and the Umpqua Company Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences. Umpqua Company has implemented “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Umpqua Company has implemented “disclosure controls and procedures” reasonably designed to ensure that all information required to be disclosed by Umpqua Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the SEC, and that such information is accumulated and communicated to UmpquaCompany’s management as appropriate to allow timely decisions regarding required disclosure. (g) Each Umpqua Company Public Report that was required to be accompanied by the certifications contemplated by Item 601 of Regulation S-K was so accompanied, and at the time of filing or submission of each such certification, such certification complied with such item and was accurate in all material respects as of the date of such certificate. (h) The audit committee of the Umpqua Company Board of Directors has established procedures for the receipt, retention and treatment of complaints regarding the accounting, internal accounting controls, and auditing matters and the confidential, anonymous submission by employees of Umpqua Company of concerns regarding questionable accounting or auditing practices. No attorney representing Umpqua Company or any Umpqua Company Subsidiary, whether or not employed by Umpqua Company or any Umpqua Company Subsidiary, has reported “evidence of a material violation” (within the meaning of Part 205 of the Standards of Professional Conduct for Attorneys Appearing and Practicing Before the Commission in the Representation of an Issuer) by Umpqua Company or any of its officers, directors, employees or agents to the Umpqua Company Board of Directors or any committee thereof, to UmpquaCompany’s chief legal officer, or to UmpquaCompany’s chief legal officer and chief executive officer. Section 5.3 of the Umpqua Company Disclosure Schedule lists all investigations conducted since January 1, 2005 2004 of any reported “evidence of a material violation” by Umpqua Company or any of its officer, directors, employees or agents and all Umpqua Company audit committee investigations conducted prior to the date hereof of complaints by Umpqua Company employees regarding accounting, internal accounting controls or auditing matters. (i) Umpqua Company is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select Capital Market, and is in compliance in all material respects with the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC.

Public Reports; Xxxxxxxx-Xxxxx Compliance. (a) Since January 1June 30, 2004, Umpqua WSB has timely filed with the SEC all Umpqua WSB Public Reports required to be so filed, Umpqua Bank has and each of ACB, CCB and LCB have timely filed with the FDIC and the Oregon Director California Commissioner all Umpqua Bank Call Reports required to be filedso filed and, until the Effective Date, each of ACB, CCB and SAWY LCB will continue to file such reports and furnish copies thereof to Umpqua reasonably promptly thereafter. Since June 30, 2004, WSNB has timely filed with the SEC and NASD OCC all SAWY Broker Dealer Call Reports required to be filedso filed and, until the Effective Date, will continue to file such reports and furnish copies thereof to Umpqua reasonably promptly thereafter. (b) The financial statements included in the Umpqua WSB Public Reports have been and will be prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), consistently applied, and fairly present presents the financial position and results of operation of Umpqua WSB and its subsidiaries the WSB Banks on the dates and for the periods covered thereby. (c) As of their respective dates, all Umpqua WSB Public Reports, Umpqua Bank Call Reports and SAWY Broker Dealer all WSB Banks' Call Reports complied in all material respects with all requirements applicable to such filing. As of their respective dates, the Umpqua WSB Public Reports and all WSB Banks' Call Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (d) In Section 4.3 of the WSB Disclosure Schedule lists, and WSB has delivered to Umpqua Public Reportscopies of the documentation creating or governing, Umpqua has disclosed all securitization transactions and “"off-balance sheet arrangements” " (as defined in Item 303(a) of Regulation S-K of the SEC) effected by Umpqua WSB or any Umpqua Subsidiaries WSB Subsidiary since January 1June 30, 20042004 through the date hereof. (e) Xxxx Xxxxx-Xxxxx LLP is is, and has been throughout the periods covered by the Umpqua WSB Public Reports filed since August 11Reports, 2005 (a) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002), (b) “"independent” " with respect to Umpqua WSB within the meaning of SEC Regulation S-XX of the SEC, and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. Throughout the periods covered by Umpqua Public Reports filed between January 1, 2004 and August 9, 2005, Deloitte & Touche LLP was (a) a registered public accounting firm (as defined in Section 2(a)(12) 4.3 of the Xxxxxxxx-Xxxxx Act of 2002), (b) “independent” with respect to Umpqua within the meaning of SEC Regulation S-X, and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. The definitive proxy statements of Umpqua electronically filed with the SEC and Section 5.3 of the Umpqua WSB Disclosure Schedule list lists all non-audit services performed by Deloitte & Touche LLP and Xxxx Xxxxx-Xxxxx LLP for Umpqua WSB and Umpqua the WSB Subsidiaries since January 1June 30, 2005 2004 through the date hereof. (f) Umpqua WSB and the Umpqua WSB Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences. Umpqua WSB has implemented “"disclosure controls and procedures” " (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Umpqua has implemented “WSB's "disclosure controls and procedures” " are reasonably designed to ensure that all information required to be disclosed by Umpqua WSB in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the SEC, and that such information is accumulated and communicated to Umpqua’s WSB's management as appropriate to allow timely decisions regarding required disclosure. (g) Each Umpqua WSB Public Report that was required to be accompanied by the certifications contemplated by Item 601 of Regulation S-K was so accompanied, and at the time of filing or submission of each such certification, such certification complied with such item and was accurate in all material respects as of the date of such certificate. (h) The audit committee of the Umpqua WSB Board of Directors has established procedures for the receipt, retention and treatment of complaints regarding the accounting, internal accounting controls, controls and auditing matters and the confidential, anonymous submission by employees of Umpqua WSB of concerns regarding questionable accounting or auditing practices. No attorney representing Umpqua WSB or any Umpqua WSB Subsidiary, whether or not employed by Umpqua WSB or any Umpqua WSB Subsidiary, has reported “"evidence of a material violation” " (within the meaning of Part 205 of the Standards of Professional Conduct for Attorneys Appearing and Practicing Before the Commission in the Representation of an Issuer) by Umpqua WSB or any of its officers, directors, employees or agents to the Umpqua WSB Board of Directors or any committee thereof, to Umpqua’s WSB's chief legal officer, or to Umpqua’s WSB's chief legal officer and chief executive officer. Section 5.3 of the Umpqua Disclosure Schedule lists all investigations conducted since January 1, 2005 of any reported “evidence of a material violation” by Umpqua or any of its officer, directors, employees or agents and all Umpqua audit committee investigations conducted prior to the date hereof of complaints by Umpqua employees regarding accounting, internal accounting controls or auditing matters. (i) Umpqua is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select Market, and is in compliance in all material respects with the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC.

Public Reports; Xxxxxxxx-Xxxxx Compliance. (a) Since January 1June 30, 2004, Umpqua WSB has timely filed with the SEC all Umpqua WSB Public Reports required to be so filed, Umpqua Bank has and each of ACB, CCB and LCB have timely filed with the FDIC and the Oregon Director California Commissioner all Umpqua Bank Call Reports required to be filedso filed and, until the Effective Date, each of ACB, CCB and SAWY LCB will continue to file such reports and furnish copies thereof to Umpqua reasonably promptly thereafter. Since June 30, 2004, WSNB has timely filed with the SEC and NASD OCC all SAWY Broker Dealer Call Reports required to be filedso filed and, until the Effective Date, will continue to file such reports and furnish copies thereof to Umpqua reasonably promptly thereafter. (b) The financial statements included in the Umpqua WSB Public Reports have been and will be prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), consistently applied, and fairly present presents the financial position and results of operation of Umpqua WSB and its subsidiaries the WSB Banks on the dates and for the periods covered thereby. (c) As of their respective dates, all Umpqua WSB Public Reports, Umpqua Bank Call Reports and SAWY Broker Dealer all WSB Banks’ Call Reports complied in all material respects with all requirements applicable to such filing. As of their respective dates, the Umpqua WSB Public Reports and all WSB Banks’ Call Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (d) In Section 4.3 of the WSB Disclosure Schedule lists, and WSB has delivered to Umpqua Public Reportscopies of the documentation creating or governing, Umpqua has disclosed all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC) effected by Umpqua WSB or any Umpqua Subsidiaries WSB Subsidiary since January 1June 30, 20042004 through the date hereof. (e) Xxxx Xxxxx-Xxxxx LLP is is, and has been throughout the periods covered by the Umpqua WSB Public Reports filed since August 11Reports, 2005 (a) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002), (b) “”independent” with respect to Umpqua WSB within the meaning of SEC Regulation S-XX of the SEC, and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. Throughout the periods covered by Umpqua Public Reports filed between January 1, 2004 and August 9, 2005, Deloitte & Touche LLP was (a) a registered public accounting firm (as defined in Section 2(a)(12) 4.3 of the Xxxxxxxx-Xxxxx Act of 2002), (b) “independent” with respect to Umpqua within the meaning of SEC Regulation S-X, and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. The definitive proxy statements of Umpqua electronically filed with the SEC and Section 5.3 of the Umpqua WSB Disclosure Schedule list lists all non-audit services performed by Deloitte & Touche LLP and Xxxx Xxxxx-Xxxxx LLP for Umpqua WSB and Umpqua the WSB Subsidiaries since January 1June 30, 2005 2004 through the date hereof. (f) Umpqua WSB and the Umpqua WSB Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences. Umpqua WSB has implemented “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Umpqua has implemented WSB’s “disclosure controls and procedures” are reasonably designed to ensure that all information required to be disclosed by Umpqua WSB in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the SEC, and that such information is accumulated and communicated to UmpquaWSB’s management as appropriate to allow timely decisions regarding required disclosure. (g) Each Umpqua WSB Public Report that was required to be accompanied by the certifications contemplated by Item 601 of Regulation S-K was so accompanied, and at the time of filing or submission of each such certification, such certification complied with such item and was accurate in all material respects as of the date of such certificate. (h) The audit committee of the Umpqua WSB Board of Directors has established procedures for the receipt, retention and treatment of complaints regarding the accounting, internal accounting controls, controls and auditing matters and the confidential, anonymous submission by employees of Umpqua WSB of concerns regarding questionable accounting or auditing practices. No attorney representing Umpqua WSB or any Umpqua WSB Subsidiary, whether or not employed by Umpqua WSB or any Umpqua WSB Subsidiary, has reported “evidence of a material violation” (within the meaning of Part 205 of the Standards of Professional Conduct for Attorneys Appearing and Practicing Before the Commission in the Representation of an Issuer) by Umpqua WSB or any of its officers, directors, employees or agents to the Umpqua WSB Board of Directors or any committee thereof, to UmpquaWSB’s chief legal officer, or to UmpquaWSB’s chief legal officer and chief executive officer. Section 5.3 4.3 of the Umpqua WSB Disclosure Schedule lists all investigations conducted since January 1, 2005 of prior to the date hereof regarding any reported “evidence of a material violation” by Umpqua WSB or any of its officerofficers, directors, employees or agents and all Umpqua WSB audit committee investigations conducted prior to the date hereof of complaints by Umpqua WSB employees regarding accounting, internal accounting controls controls, or auditing matters. (i) Umpqua WSB is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select National Market, and is in compliance in all material respects with the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC.

Public Reports; Xxxxxxxx-Xxxxx Compliance. (a) Since January 1December 31, 20042005, Umpqua has timely filed with the SEC all Umpqua Public Reports required to be filed, Umpqua Bank has timely filed with the FDIC Company and the Oregon Director all Umpqua Bank Call Reports required to be filed, and SAWY each Company Subsidiary has timely filed with the SEC and NASD the Federal Reserve all SAWY Broker Dealer reports required to be so filed, and the Bank has timely filed with the OCC all reports including without limitation Call Reports required to be filed. so filed (bthe foregoing, collectively, the “Company Reports”) The financial statements included and has paid all material fees and assessments due and payable in the Umpqua Public Reports have been prepared in accordance GAAP, consistently applied, and fairly present the financial position and results of operation of Umpqua and its subsidiaries on the dates and for the periods covered thereby. (c) connection therewith. As of their respective datesdates of filing, all Umpqua Public Reports, Umpqua Bank Call Reports and SAWY Broker Dealer the Company Reports complied in all material respects with all requirements statutes and applicable rules and regulations of the SEC, Federal Reserve and OCC, as applicable. To the Knowledge of the Company, as of the date of this Agreement, there are no outstanding comments from the SEC or any other Governmental Authority with respect to any Company Report. In the case of each such filing. As Company Report filed with or furnished to the SEC, such Company Report did not, as of their respective datesits date or if amended prior to the date of this Agreement, as of the Umpqua Public Reports did not date of such amendment, contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made thereinin it, in light of the circumstances in under which they were made, not misleading. (d) In misleading and complied as to form in all material respects with the Umpqua Public applicable requirements of the Securities Act and the Exchange Act. With respect to all other Company Reports, Umpqua has disclosed the Company Reports were complete and accurate in all securitization transactions and “off-balance sheet arrangements” (material respects as defined in Item 303(a) of Regulation S-K their respective dates. No executive officer of the SEC) effected by Umpqua Company or any Umpqua Subsidiaries since January 1, 2004. (e) Xxxx Xxxxx LLP is and Company Subsidiary has been throughout failed in any respect to make the periods covered by the Umpqua Public Reports filed since August 11, 2005 (a) a registered public accounting firm (as defined in certifications required of him or her under Section 2(a)(12) 302 or 906 of the Xxxxxxxx-Xxxxx Act of 2002), . (b) “independent” with respect to Umpqua within the meaning of SEC Regulation S-XThe records, systems, controls, data and (c) in compliance with subsections (g) through (l) of Section 10A information of the Exchange Act Company and the related rules Company 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 the SEC Company or the Company Subsidiaries or their accountants (including all means of access thereto and the Public Company Accounting Oversight Board. Throughout the periods covered by Umpqua Public Reports filed between January 1, 2004 and August 9, 2005, Deloitte & Touche LLP was (a) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002therefrom), (b) “independent” with respect to Umpqua within the meaning of SEC Regulation S-X, and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. The definitive proxy statements of Umpqua electronically filed with the SEC and Section 5.3 of the Umpqua Disclosure Schedule list all except for any non-audit services performed by Deloitte & Touche LLP exclusive ownership and Xxxx Xxxxx LLP for Umpqua and Umpqua Subsidiaries since January 1, 2005 through non-direct control that would not reasonably be expected to have a material adverse effect on the date hereof. (f) Umpqua and the Umpqua Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: described below in this Section 4.38(b). The Company (iA) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences. Umpqua has implemented “and maintains disclosure controls and procedures” procedures (as defined in Rules Rule 13a-15(e) and 15d-15(e) of the Exchange Act). Umpqua has implemented “disclosure controls and procedures” reasonably designed ) to ensure that all material information required relating to be disclosed by Umpqua in the reports that it files or submits under Company, including the Exchange Act consolidated Company Subsidiaries, is recorded, processed, summarized made known to the chief executive officer and reported within the time periods specified in the rules and regulations chief financial officer of the SECCompany by others within those entities, and that such information is accumulated and communicated (B) has disclosed, based on its most recent evaluation prior to Umpqua’s management as appropriate to allow timely decisions regarding required disclosure. (g) Each Umpqua Public Report that was required to be accompanied by the certifications contemplated by Item 601 of Regulation S-K was so accompanied, and at the time of filing or submission of each such certification, such certification complied with such item and was accurate in all material respects as of the date of such certificate. (h) The hereof, to the Company’s outside auditors and the audit committee of the Umpqua Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since December 31, 2005 and until the date of this Agreement, (A) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any director, officer, employee, auditor, accountant or representative of the Company or any Company Subsidiary has established procedures for the receiptreceived or otherwise had or obtained knowledge of any material complaint, retention and treatment of complaints allegation, assertion or claim, whether written or oral, regarding the accountingaccounting or auditing practices, procedures, methodologies or methods of the Company or any Company Subsidiary or their respective internal accounting controls, and auditing matters and including any material complaint, allegation, assertion or claim that the confidential, anonymous submission by employees of Umpqua of concerns regarding Company or any Company Subsidiary has engaged in questionable accounting or auditing practices. No , and (B) no attorney representing Umpqua the Company or any Umpqua Company Subsidiary, whether or not employed by Umpqua the Company or any Umpqua Company Subsidiary, has reported “evidence of a material violation” (within violation of securities laws, breach of fiduciary duty or similar violation by the meaning of Part 205 of the Standards of Professional Conduct for Attorneys Appearing and Practicing Before the Commission in the Representation of an Issuer) by Umpqua Company or any of its officers, directors, employees or agents to the Umpqua Board of Directors or any committee thereof, to Umpqua’s chief legal officer, thereof or to Umpqua’s chief legal any director or officer and chief executive officer. Section 5.3 of the Umpqua Disclosure Schedule lists all investigations conducted since January 1, 2005 of any reported “evidence of a material violation” by Umpqua or any of its officer, directors, employees or agents and all Umpqua audit committee investigations conducted prior to the date hereof of complaints by Umpqua employees regarding accounting, internal accounting controls or auditing mattersCompany. (ic) Umpqua The Company is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select Market, and is in compliance in all material respects with all applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC.

Public Reports; Xxxxxxxx-Xxxxx Compliance. (a) Since January 1June 30, 2004, Umpqua has timely filed with the SEC all Umpqua Public Reports required to be filed, Umpqua Bank has timely filed with the FDIC and the Oregon Director all Umpqua Bank Call Reports required to be filed, and SAWY has timely filed with the SEC and NASD all SAWY Broker Dealer Reports required to be filed. (b) The financial statements included in the Umpqua Public Reports have has been prepared in accordance GAAP, consistently applied, and fairly present present, the financial position and results of operation of Umpqua and its subsidiaries on the dates and for the periods covered thereby. (c) As of their respective dates, all Umpqua Public Reports, Umpqua Bank Call Reports and SAWY Broker Dealer Reports complied in all material respects with all requirements applicable to such filing. As of their respective dates, the Umpqua Public Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (d) In the Umpqua Public Reports, Umpqua has disclosed all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC) effected by Umpqua or any Umpqua Subsidiaries since January 1June 30, 2004. (e) Xxxx Xxxxx LLP Deloitte & Touche LLP, which has expressed its opinion with respect to the year-end financial statements of Umpqua and Umpqua Subsidiaries, is and has been throughout the periods covered by the Umpqua Public Reports filed since August 11, 2005 (a) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002), (b) “”independent” with respect to Umpqua within the meaning of SEC Regulation S-X, and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. Throughout the periods covered by Umpqua Public Reports filed between January 1, 2004 and August 9, 2005, Deloitte & Touche Xxxx Xxxxx LLP was is (a) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002), (b) “”independent” with respect to Umpqua within the meaning of SEC Regulation S-X, and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. The definitive proxy statements of Umpqua electronically filed with the SEC and Section 5.3 of the Umpqua Disclosure Schedule list Schedule, lists all non-audit services performed by Deloitte & Touche LLP and Xxxx Xxxxx LLP for Umpqua and Umpqua Subsidiaries since January 1June 30, 2005 2004 through the date hereof. (f) Umpqua and the Umpqua Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's ’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's ’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences. Umpqua has implemented “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Umpqua has implemented Umpqua’s “disclosure controls and procedures” are reasonably designed to ensure that all information required to be disclosed by Umpqua in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the SEC, and that such information is accumulated and communicated to Umpqua’s management as appropriate to allow timely decisions regarding required disclosure. (g) Each Umpqua Public Report that was required to be accompanied by the certifications contemplated by Item 601 of Regulation S-K was so accompanied, and at the time of filing or submission of each such certification, such certification complied with such item and was accurate in all material respects as of the date of such certificate. (h) The audit committee of the Umpqua Board of Directors has established procedures for the receipt, retention and treatment of complaints regarding the accounting, internal accounting controls, and auditing matters and the confidential, anonymous submission by employees of Umpqua of concerns regarding questionable accounting or auditing practices. No attorney representing Umpqua or any Umpqua Subsidiary, whether or not employed by Umpqua or any Umpqua Subsidiary, has reported “evidence of a material violation” (within the meaning of Part 205 of the Standards of Professional Conduct for Attorneys Appearing and Practicing Before the Commission in the Representation of an Issuer) by Umpqua or any of its officers, directors, employees or agents to the Umpqua Board of Directors or any committee thereof, to Umpqua’s chief legal officer, or to Umpqua’s chief legal officer and chief executive officer. Section 5.3 of the Umpqua Disclosure Schedule lists all investigations conducted since January 1, 2005 prior to the date hereof of any reported “evidence of a material violation” by Umpqua or any of its officer, directors, employees or agents and all Umpqua audit committee investigations conducted prior to the date hereof of complaints by Umpqua employees regarding accounting, internal accounting controls or auditing matters. (i) Umpqua is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select National Market, and is in compliance in all material respects with the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC.

Public Reports; Xxxxxxxx-Xxxxx Compliance. (a) Since January 1June 30, 2004, Umpqua has timely filed with the SEC all Umpqua Public Reports required to be filed, Umpqua Bank has timely filed with the FDIC and the Oregon Director all Umpqua Bank Call Reports required to be filed, and SAWY has timely filed with the SEC and NASD all SAWY Broker Dealer Reports required to be filed. (b) The financial statements included in the Umpqua Public Reports have has been prepared in accordance GAAP, consistently applied, and fairly present present, the financial position and results of operation of Umpqua and its subsidiaries on the dates and for the periods covered thereby. (c) As of their respective dates, all Umpqua Public Reports, Umpqua Bank Call Reports and SAWY Broker Dealer Reports complied in all material respects with all requirements applicable to such filing. As of their respective dates, the Umpqua Public Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. (d) In the Umpqua Public Reports, Umpqua has disclosed all securitization transactions and “"off-balance sheet arrangements” " (as defined in Item 303(a) of Regulation S-K of the SEC) effected by Umpqua or any Umpqua Subsidiaries since January 1June 30, 2004. (e) Xxxx Xxxxx LLP Deloitte & Touche LLP, which has expressed its opinion with respect to the year-end financial statements of Umpqua and Umpqua Subsidiaries, is and has been throughout the periods covered by the Umpqua Public Reports filed since August 11, 2005 (a) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002), (b) “"independent” " with respect to Umpqua within the meaning of SEC Regulation S-X, and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. Throughout the periods covered by Umpqua Public Reports filed between January 1, 2004 and August 9, 2005, Deloitte & Touche Xxxx Xxxxx LLP was is (a) a registered public accounting firm (as defined in Section 2(a)(12) of the Xxxxxxxx-Xxxxx Act of 2002), (b) “"independent” " with respect to Umpqua within the meaning of SEC Regulation S-X, and (c) in compliance with subsections (g) through (l) of Section 10A of the Exchange Act and the related rules of the SEC and the Public Company Accounting Oversight Board. The definitive proxy statements of Umpqua electronically filed with the SEC and Section 5.3 of the Umpqua Disclosure Schedule list Schedule, lists all non-audit services performed by Deloitte & Touche LLP and Xxxx Xxxxx LLP for Umpqua and Umpqua Subsidiaries since January 1June 30, 2005 2004 through the date hereof. (f) Umpqua and the Umpqua Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences. Umpqua has implemented “"disclosure controls and procedures” " (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Umpqua has implemented “Umpqua's "disclosure controls and procedures” " are reasonably designed to ensure that all information required to be disclosed by Umpqua in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the SEC, and that such information is accumulated and communicated to Umpqua’s 's management as appropriate to allow timely decisions regarding required disclosure. (g) Each Umpqua Public Report that was required to be accompanied by the certifications contemplated by Item 601 of Regulation S-K was so accompanied, and at the time of filing or submission of each such certification, such certification complied with such item and was accurate in all material respects as of the date of such certificate. (h) The audit committee of the Umpqua Board of Directors has established procedures for the receipt, retention and treatment of complaints regarding the accounting, internal accounting controls, and auditing matters and the confidential, anonymous submission by employees of Umpqua of concerns regarding questionable accounting or auditing practices. No attorney representing Umpqua or any Umpqua Subsidiary, whether or not employed by Umpqua or any Umpqua Subsidiary, has reported “"evidence of a material violation” " (within the meaning of Part 205 of the Standards of Professional Conduct for Attorneys Appearing and Practicing Before the Commission in the Representation of an Issuer) by Umpqua or any of its officers, directors, employees or agents to the Umpqua Board of Directors or any committee thereof, to Umpqua’s 's chief legal officer, or to Umpqua’s 's chief legal officer and chief executive officer. Section 5.3 of the Umpqua Disclosure Schedule lists all investigations conducted since January 1, 2005 prior to the date hereof of any reported “"evidence of a material violation” " by Umpqua or any of its officer, directors, employees or agents and all Umpqua audit committee investigations conducted prior to the date hereof of complaints by Umpqua employees regarding accounting, internal accounting controls or auditing matters. (i) Umpqua is in compliance in all material respects with all current listing and corporate governance requirements of the NASDAQ Global Select National Market, and is in compliance in all material respects with the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the SEC.