Form 425 UMPQUA HOLDINGS CORP Filed by: COLUMBIA BANKING SYSTEM, INC.
3.25 Loan portfolio.
(a) As of the date hereof, neither Umpqua nor any of its subsidiaries is a party to any written or verbal loan, loan agreement, note or borrowing agreement (including leases, credit enhancements , commitments, guarantees and interest-bearing assets) (collectively, ??Loans??) in which Umpqua or any subsidiary of Umpqua is a creditor who, as at June 30, 2021, had an outstanding balance of $ 5,000,000 or more and under which the debtor had, as at June 30, 2021, more than four- ninety (90) days or more past due in payment of principal or interest. Featured in
Section 3.25 (a) of Umpqua’s Disclosure Schedule is a true, correct and complete list of (A) all loans from Umpqua and its subsidiaries which, as of June 30, 2021, had an outstanding balance of $ 5,000,000
or more and have been classified by Umpqua as “other specially mentioned loans”,? ??Special mention,?? ?? Substandard, ??? ?? Doubtful, ?? ??Loss,?? ??Classified,?? ??Critical,??? ?? Credit risk assets, ?? ?? Affected loans, ?? ?? Watchlist ?? or terms of similar importance, as well as the principal amount and the accrued and unpaid interest on each of these loans, as well as the total principal amount and the accrued and unpaid interest on these loans, by category of loan (for example , commercial, consumer, etc.), as well as the total principal amount of these loans by category and (B) each asset of Umpqua or one of its subsidiaries which, as of June 30, 2021, is classified as “Other real estate? And the book value thereof.
(b) Unless it cannot be reasonably expected, individually or in aggregate, to have a material adverse effect on Umpqua, each loan from Umpqua and its subsidiaries (i) is evidenced by notes, agreements or ” other evidence of indebtedness which is true, genuine and what it purports to be, (ii) to the extent that it is entered in the books and records of Umpqua and its subsidiaries as secured loans, has been secured by valid liens, as the case may be, which have been perfected and (iii) are the legal, valid and binding obligation of the debtor named therein, enforceable in accordance with its terms, subject to exceptions of applicability.
(c) Except to the extent that it would not be expected, individually or in aggregate, to have a material adverse effect on Umpqua, each outstanding loan from Umpqua or any of its subsidiaries (including loans held for resale to investors) has been solicited and initiated, and is and has been administered and, where applicable, maintained, and relevant loan records are kept, in all material respects, in accordance with the notes or other relevant credit or guarantee documents, the written underwriting standards of Umpqua and its subsidiaries (and, in the case of loans held for resale to investors, the underwriting standards, if any, of the investors applicable) and with all applicable federal, state and local laws, regulations and rules.
3.26 Assurance. Unless it cannot be reasonably expected, individually or as a whole, to have a material adverse effect on Umpqua, (a) Umpqua and its subsidiaries are insured with reputable insurers against the risks and for the amounts that the management of ‘Umpqua has reasonably determined to be prudent and in accordance with industry practice, and Umpqua and its subsidiaries are in compliance in all material respects with their insurance policies and are not in default in any terms thereof, ( b) each of these policies is current and in full force and, with the exception of insurance policies against the potential liabilities of officers, directors and employees of Umpqua and its subsidiaries, Umpqua or its relevant subsidiary is the sole beneficiary of these fonts, (c) all premiums and other payments due under such policy have been paid, and all claims under them have been filed on time, (d) there is no claim for coverage by Umpqua or any of its subsidiaries under any insurance policy for which coverage has been questioned, refused or contested by the underwriters of that policy. insurance and neither Umpqua nor any of its subsidiaries has received any notice of threatened termination, significant increase in premiums or significant change in coverage under any insurance policy.
3.27 Information security. Except to the extent that, individually or collectively, one would not expect to have a material adverse effect on Umpqua, to Umpqua’s knowledge, since January As of January 1, 2020, no third party has obtained unauthorized access to computer networks controlled by and important to the operation of the business of Umpqua and its subsidiaries.
3.28 Administration of trust and trust accounts. Except to the extent that it cannot reasonably be expected, individually or as a whole, to have a material adverse effect on Umpqua, since January 1, 2019, (a)