Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party are required to be made or obtained by Wachovia or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia of this Agreement or to consummate the Merger except for (A) the filing of applications and notices, as applicable, with the federal and state banking authorities; (B) approval of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the Corporation Commission pursuant to the VSCA and the North Carolina Secretary pursuant to the NCBCA and the issuance of related certificates of merger; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the certificate of incorporation or by-laws (or similar governing documents) of Wachovia A-15

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party Governmental Authority are required to be made or obtained by Wachovia FBMS or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia FBMS of this Agreement or to consummate the Merger transactions contemplated by this Agreement, including the Bank Merger, except for (Ai) the Regulatory Approvals, (ii) the filing of applications and notices, as applicable, with the federal and state banking authorities; (B) approval SEC of the listing on Proxy Statement – Prospectus and the NYSE of Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption Registration Statement and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; , (Diii) the filing of articles the Articles of merger Merger contemplated by Section 1.04(a) and the filing of documents with the Corporation Commission FRB, the OCC, applicable state banking agencies, and the Secretary of State of the State of Florida to cause the Bank Merger to become effective, (iv) such other filings and reports as required pursuant to the VSCA Exchange Act and the North Carolina Secretary pursuant to rules and regulations promulgated thereunder, or applicable stock exchange requirements, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the NCBCA rules and regulations of any applicable SRO and the issuance rules of related certificates of merger; the NASDAQ and (Evi) such filings and approvals as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of various states in connection with the issuance of Wachovia the shares of FBMS Common Stock in pursuant to this Agreement and approval of listing of such FBMS Common Stock on the Merger; and (F) NASDAQ. Subject to the receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by FBMS do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or boundnot, (B1) constitute a breach or violation of, or a default under, the certificate articles of incorporation and bylaws of FBMS or by-laws any of its Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to FBMS or any of its Subsidiaries, or any of their respective properties or assets, (3) violate, result in a breach of any provision of or the loss of any benefit under, constitute a default (or similar governing documentsan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of Wachovia A-15or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of FBMS or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which FBMS or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order permit, license, credit agreements, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation except with regard to clauses (2)-(4), as would not reasonably be expected to have a Material Adverse Effect on FBMS. As of the date hereof, FBMS has no Knowledge of any reason, with respect to FBMS, (i) why the Regulatory Approvals and other necessary consents and approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis and (ii) why a Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality Governmental Authority or with any third party are required to be made or obtained by Wachovia or any of its Subsidiaries Lincoln in connection with the execution, delivery or performance by Wachovia the Lincoln parties of this Agreement or the Bank Merger Agreement, as applicable, or to consummate the Merger Transactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, and approvals or waivers by, the Federal Reserve Board, the FDIC, the Connecticut Banking Department and the NJDBI, as required, (B) filings with state securities authorities in connection with the solicitation of proxies from LPB’s shareholders for approval of the Holding Company Merger, (C) if required by any Governmental Authority, the filing of applications Articles of Merger with such Governmental Authority, (D) the approval of this Agreement by (1) the holders of a majority of the outstanding shares of LPB Common Stock represented at the LPB Meeting and noticesentitled to vote and (2) the holders of such other number of the outstanding shares of LPB Common Stock represented at the LPB Meeting and entitled to vote as may be required by the Federal Reserve Board or other applicable Governmental Authority, as applicableand (E) such corporate approvals and such consents or approvals of, with or waivers by, or filings or registrations with, certain of the foregoing federal and state banking authorities; (B) approval of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the Corporation Commission pursuant to the VSCA and the North Carolina Secretary pursuant to the NCBCA and the issuance of related certificates of merger; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states agencies in connection with the issuance of Wachovia Stock in Holding Company Merger and the Bank Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereofof this Agreement, Wachovia Lincoln is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b8.1(c) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b8.1(c). (ii) Subject to receipt , or that the requisite approval of the regulatory approvals referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and LPB’s shareholders will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the certificate of incorporation or by-laws (or similar governing documents) of Wachovia A-15be obtained.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party Governmental Authority are required to be made or obtained by Wachovia Company or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia Company and Bank of this Agreement or to consummate the Merger transactions contemplated by this Agreement, except for (A) filings of applications or notices with, and consents, approvals or waivers by the FRB, the OCC and the filing of applications and notices, as applicable, the Articles of Merger with the federal Maryland State Department of Assessments and state banking authorities; (B) approval of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the Corporation Commission pursuant Taxation. Subject to the VSCA and the North Carolina Secretary pursuant to the NCBCA and the issuance of related certificates of merger; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals referred to in the preceding paragraph sentence and expiration of the related waiting periods, Requisite Company Shareholder Approval and required filings under federal and state securities lawsthe Bank Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by Company and Bank do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or bound, (Bi) constitute a breach or violation of, or a default under, the certificate Articles of incorporation or by-laws (Incorporation, Bylaws or similar governing documentsdocuments of Company and Bank, (ii) except as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or Bank, or any of Wachovia A-15their respective properties or assets, (iii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Company or any of its Subsidiaries or to which Company or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of, or any filing or notice to, any third party under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation, with only such exceptions in the case of each of clauses (iii) and (iv), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party Governmental Authority are required to be made or obtained by Wachovia FBMS or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia FBMS of this Agreement or to consummate the Merger transactions contemplated by this Agreement, including the Bank Merger, except for (Ai) the Regulatory Approvals, (ii) the filing of applications and notices, as applicable, with the federal and state banking authorities; (B) approval SEC of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption Proxy Statement and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; Form S-4, (Diii) the filing of articles the Articles of merger Merger contemplated by Section 1.05(a) and the filing of documents with the Corporation Commission FDIC, the OCC, applicable state banking agencies, and the Secretary of State of Florida to cause the Bank Merger to become effective, (iv) such other filings and reports as required pursuant to the VSCA Exchange Act and the North Carolina Secretary pursuant to rules and regulations promulgated thereunder, or applicable stock exchange requirements, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the NCBCA rules and regulations of any applicable SRO and the issuance rules of related certificates of merger; the NASDAQ and (Evi) such filings and approvals as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia the shares of FBMS Common Stock in pursuant to this Agreement and approval of listing of such FBMS Common Stock on the Merger; and (F) NASDAQ. Subject to the receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by FBMS do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or boundnot, (B1) constitute a breach or violation of, or a default under, the certificate articles of incorporation and bylaws of FBMS, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or by-laws injunction applicable to FBMS or any of its Subsidiaries, or any of their respective properties or assets, (3) violate, result in a breach of any provision of or the loss of any benefit under, constitute a default (or similar governing documentsan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of Wachovia A-15or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of FBMS or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which FBMS or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound. As of the date hereof, FBMS has no Knowledge of any reason (i) why the Regulatory Approvals and other necessary consents and approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis and (ii) why a Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality Governmental Authority or with any third party are required to be made or obtained by Wachovia Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia Parent and the Parent Bank of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the Merger Transactions, except for (A) the filing filings of applications or notices with and noticesapprovals or waivers by the Federal Reserve Board, the OCC, the Maine Superintendent, as required, with copies to the Department of Justice and Federal Trade Commission pursuant to the exemption from filing under the Xxxx- Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 provided by 15 U.S.C.A. s. 18a(c)(7), (B) filings with the SEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; (B) submission of this Agreement for the approval of the holders of Company Common Stock and the issuance of Parent Common Stock in the Merger, (C) application for, and the approval of, the listing on Nasdaq of the NYSE of Wachovia Parent Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the approval of this Agreement by the holders of a majority of the outstanding shares of Parent Common Stock, (E) the filing of articles Articles of merger Merger with the Corporation Commission Secretary of State of the State of Maine pursuant to the VSCA MBCA, and the North Carolina Secretary pursuant to the NCBCA and the issuance of related certificates of merger; (EF) such filings as are required to be made corporate approvals and such consents or approvals as are required to be obtained under of, or waivers by, or filings or registrations with, certain of the securities or "Blue Sky" laws of various states foregoing federal and state banking agencies in connection with the issuance of Wachovia Stock in the Bank Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt receipt, or the making, of the regulatory approvals consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by Parent and the Parent Bank, as applicable, and the consummation of the transactions contemplated hereby Transactions do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia Parent or of any of its Subsidiaries or to which Wachovia Parent or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the certificate articles of incorporation or by-laws bylaws (or similar governing documents) of Wachovia A-15Parent or any of its Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument. (g) Financial Reports and SEC Documents; Material Adverse Effect. (i) Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and all other reports, registration statements, definitive proxy statements or information statements filed or to be filed by it subsequent to December 31, 2001 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act in the form filed or to be filed (collectively, "SEC Documents") with the SEC, as of the date filed or to be filed, (A) complied or will comply in all respects as to form with the applicable requirements under the Securities Act or the Exchange Act, as the case may be and (B) did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that information as of a later date shall be deemed to modify information as of an earlier date; and each of the balance sheets contained in or incorporated by reference into any such SEC Document (including the related notes and schedules thereto) fairly

Regulatory Approvals; No Defaults. (i) No a)No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party Governmental Authority are required to be made or obtained by Wachovia Company or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia Company and Bank of this Agreement or to consummate the Merger transactions contemplated by this Agreement, except for (A) filings of applications or notices with, and consents, approvals or waivers by the FRB, the OCC and the filing of applications and notices, as applicable, the Articles of Merger with the federal Maryland State Department of Assessments and state banking authorities; (B) approval of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the Corporation Commission pursuant Taxation. Subject to the VSCA and the North Carolina Secretary pursuant to the NCBCA and the issuance of related certificates of merger; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals referred to in the preceding paragraph sentence and expiration of the related waiting periods, Requisite Company Shareholder Approval and required filings under federal and state securities lawsthe Bank Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by Company and Bank do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or bound, (Bi) constitute a breach or violation of, or a default under, the certificate Articles of incorporation or by-laws (Incorporation, Bylaws or similar governing documentsdocuments of Company and Bank, (ii) except as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or Bank, or any of Wachovia A-15their respective properties or assets, (iii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Company or any of its Subsidiaries or to which Company or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of, or any filing or notice to, any third party under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation, with only such exceptions in the case of each of clauses (iii) and (iv), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality Governmental Authority or with any third party are required to be made or obtained by Wachovia the Company or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia the Company or the Company Bank of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the Merger Transactions, except for (A) the filing filings of applications or notices with, and noticesapprovals or waivers by, the Federal Reserve Board, the OCC, and the Maine Superintendent, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; (B) submission of this Agreement for the approval of the listing on the NYSE holders of Wachovia Company Common Stock to be issued and the issuance of Parent Common Stock in the Merger and, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness Articles of Merger with the Secretary of State of the Registration Statement; State of Maine pursuant to the MBCA, (D) the filing approval of articles this Agreement by the holders of merger with 67% of the Corporation Commission pursuant to the VSCA outstanding shares of Company Common Stock and the North Carolina Secretary pursuant to the NCBCA and the issuance of related certificates of merger; (E) such filings as are required to be made corporate approvals and such consents or approvals as are required to be obtained under of, or waivers by, or filings or registrations with, certain of the securities or "Blue Sky" laws of various states foregoing federal and state banking agencies in connection with the issuance of Wachovia Stock in the Bank Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia the Company is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt receipt, or the making, of the regulatory approvals consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the Bank Merger Agreement by the Company and the Company Bank, as applicable, and the consummation of the transactions contemplated hereby Transactions do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia the Company or of any of its Subsidiaries or to which Wachovia the Company or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the certificate articles of incorporation or by-laws bylaws (or similar governing documents) of Wachovia A-15the Company or any of its Subsidiaries or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument. (g)

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party Governmental Authority are required to be made or obtained by Wachovia FBMS or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia FBMS of this Agreement or to consummate the Merger transactions contemplated by this Agreement, including the Bank Merger, except for (Ai) the Regulatory Approvals, (ii) the filing of applications and notices, as applicable, with the federal and state banking authorities; (B) approval SEC of the listing on Proxy Statement – Prospectus and the NYSE of Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption Registration Statement and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; , (Diii) the filing of articles the Articles of merger Merger contemplated by Section 1.04(a) and the filing of documents with the Corporation Commission FRB, applicable state banking agencies, and the Secretary of State of the State of Mississippi to cause the Bank Merger to become effective, (iv) such other filings and reports as required pursuant to the VSCA Exchange Act and the North Carolina Secretary pursuant to rules and regulations promulgated thereunder, or applicable stock exchange requirements, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the NCBCA rules and regulations of any applicable SRO and the issuance rules of related certificates of merger; the NASDAQ and (Evi) such filings and approvals as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of various states in connection with the issuance of Wachovia the shares of FBMS Common Stock in pursuant to this Agreement and approval of listing of such FBMS Common Stock on the Merger; and (F) NASDAQ. Subject to the receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by FBMS do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or boundnot, (B1) constitute a breach or violation of, or a default under, the certificate articles of incorporation and bylaws of FBMS or by-laws any of its Subsidiaries, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to FBMS or any of its Subsidiaries, or any of their respective properties or assets, (3) violate, result in a breach of any provision of or the loss of any benefit under, constitute a default (or similar governing documentsan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of Wachovia A-15or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of FBMS or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which FBMS or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, or (4) require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order permit, license, credit agreements, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation except with regard to clauses (2)-(4), as would not reasonably be expected to have a Material Adverse Effect on FBMS. As of the date hereof, FBMS has no Knowledge of any reason, with respect to FBMS, (i) why the Regulatory Approvals and other necessary consents and approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis and (ii) why a Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality Governmental Authority or with any third party are required to be made or obtained by Wachovia PPBI or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia PPBI of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the Merger Transaction, except for (A) the filing filings of applications or notices with, and noticesapprovals or waivers by, the FRB and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; issuance of PPBI Common Stock in the Merger, (BC) approval of the listing of such PPBI Common Stock on the NYSE of Wachovia Common Stock to be issued in the Merger andNasdaq, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles (1) the Certificate of merger Merger with the Corporation Commission Secretary of State of the State of Delaware pursuant to the VSCA DGCL and (2) the Bank Merger Agreement with the Secretary of State of the State of California and the North Carolina Secretary DBO pursuant to the NCBCA CGCL and the issuance of related certificates of merger; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b)CFC. As of the date hereof, Wachovia PPBI is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt receipt, or the making, of the regulatory approvals consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Wachovia PPBI or of any of its Subsidiaries or to which Wachovia PPBI or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the certificate articles of incorporation or by-laws bylaws (or similar governing documents) of Wachovia A-15PPBI or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality Governmental Authority or with any third party are required to be made or obtained by Wachovia Parent or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia Parent and Parent Bank of this Agreement and the Bank Merger Agreement, respectively, or to consummate the Merger Transaction, except as Previously Disclosed, and except for (A) the filing filings of applications or notices with and noticesapprovals or waivers by the OTS, (B) filings with the SEC and state securities authorities, as applicable, in connection with the federal submission of this Agreement for the approval of the respective holders of Hawthorne Common Stock and state banking authorities; Parent Common Stock and the issuance of Parent Common Stock in the Merger, (BC) the approval of the listing on Nasdaq of the NYSE of Wachovia Parent Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles a Certificate of merger Merger with the Corporation Commission Secretary of State of the State of Delaware pursuant to the VSCA DGCL with respect to the Merger and Articles of Merger with the North Carolina Secretary of State of the State of Nevada pursuant to the NCBCA NGCL with respect to the Acquisition Sub Merger (“Articles of Merger”) and (E) the approval of the issuance of related certificates of merger; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Parent Common Stock in the Merger; and (F) receipt Merger by the holders of the approvals set forth in Section 7.01(b)outstanding shares of Parent Common Stock. As of the date hereof, Wachovia Parent is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the certificate of incorporation or by-laws (or similar governing documents) of Wachovia A-15.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party Governmental Authority are required to be made or obtained by Wachovia BFC or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia BFC of this Agreement or to consummate the Merger transactions contemplated by this Agreement, including the Bank Merger, except for (Ai) the Regulatory Approvals, (ii) the filing of applications and notices, as applicable, with the federal and state banking authorities; (B) approval SEC of the listing on Proxy Statement-Prospectus and the NYSE of Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (C) the filing Registration Statement and declaration of effectiveness of the Registration Statement; , (Diii) the filing of articles the Articles of merger Merger contemplated by Section 1.04(a) and the filing of documents with the Corporation Commission FDIC, OCC, the WDFI-Banking or other applicable state banking agencies to cause the Bank Merger to become effective, (iv) such other filings and reports as required pursuant to the VSCA Exchange Act and the North Carolina Secretary pursuant to rules and regulations promulgated thereunder, or applicable stock exchange requirements, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the NCBCA rules and regulations of any applicable SRO and the issuance rules of related certificates of merger; the NASDAQ and (Evi) such filings and approvals as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of various states in connection with the issuance BFC Common Stock Issuance and approval of Wachovia listing of such BFC Common Stock in on the Merger; and (F) Trading Market. Subject to the receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by BFC do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or boundnot, (B1) constitute a breach or violation of, or a default under, the certificate articles of incorporation and bylaws of BFC, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or by-laws injunction applicable to BFC or any of its Subsidiaries, or any of their respective properties or assets, or (3) violate, result in a breach of any provision of or the loss of any benefit under, constitute a default (or similar governing documentsan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of Wachovia A-15or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of BFC or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which BFC or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound, except with regards to the clauses (1) to (3), as would not reasonably be expected to have a Material Adverse Effect on BFC. As of the date hereof, BFC has no Knowledge of any reason, with respect to BFC, (i) why the Regulatory Approvals and other necessary consents and approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis and (ii) why a Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality Governmental Authority or with any third party are required to be made or obtained by Wachovia Zions or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia Zions of this Agreement or to consummate the Merger except for (A) the filing of applications an application or notice under Section 3 of the BHC Act and noticesRegulation Y of the Federal Reserve Board, as applicable, with and the federal and state banking authoritiesapproval or waiver thereof by the Federal Reserve Bank of San Francisco; (B) the filing and approval of an application with the Commissioner and the FDIC; (C) the approval of the listing on the NYSE Nasdaq of Wachovia Zions Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (CD) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the Corporation Commission pursuant to the VSCA and the North Carolina Secretary pursuant to the NCBCA and the issuance of related certificates of merger; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Zions Stock in the Merger; and (F) receipt the filing, if any, of an agreement of merger with the approvals set forth in Utah Division pursuant to the UBCA and (G) the filing of a certificate of merger with the Delaware Secretary pursuant to the DGCL. Zions intends to file a notice with the Federal Reserve Bank of San Francisco pursuant to Section 7.01(b). 225.12(d)(2) of Regulation Y. As of the date hereof, Wachovia Zions is not aware of any reason why fact or circumstance pertaining to Zions or any of its Subsidiaries or Affiliates that could reasonably be expected to cause the approvals and waivers set forth in Section 7.01(b) will not be to received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the certificate of incorporation or by-laws (or similar governing documents) of Wachovia A-15.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality Governmental Authority or with any third party are required to be made or obtained by Wachovia HEOP or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia HEOP of this Agreement and by Heritage Oaks Bank of the Bank Merger Agreement, or to consummate the Merger Transaction, except as set forth in Section 5.03(f)(i) of HEOP’s Disclosure Schedule and except for (A) the filing filings of applications or notices with, and noticesapprovals or waivers by, the FRB and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; issuance of PPBI Common Stock in the Merger, (BC) approval of the listing of such PPBI Common Stock on the NYSE of Wachovia Common Stock to be issued in the Merger andNasdaq, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles (1) the Certificate of merger Merger with the Corporation Commission Secretary of State of the State of Delaware pursuant to the VSCA and DGCL, (2) the North Carolina Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the NCBCA CGCL and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC, (E) the approval of this Agreement by the holders of the outstanding shares of HEOP Common Stock, and (F) the approval by PPBI’s shareholders of the issuance of related certificates of merger; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia PPBI Common Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia HEOP is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt receipt, or the making, of the regulatory approvals consents, approvals, waivers and filings referred to in the preceding paragraph and the expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by HEOP and the Bank Merger Agreement by Heritage Oaks Bank and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Wachovia HEOP or of any of its Subsidiaries or to which Wachovia HEOP or any of its Subsidiaries or any of their respective assets or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the certificate articles of incorporation or by-laws bylaws (or similar governing documents) of Wachovia A-15HEOP or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument. (g)

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality Governmental Authority or with any third party are required to be made or obtained by Wachovia PPBI or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia PPBI of this Agreement and by Pacific Premier of the Bank Merger Agreement or to consummate the Merger Transaction, except for (A) the filing filings of applications or notices with, and noticesapprovals or waivers by, the FRB and the DBO, as required, (B) filings with the SEC and state securities authorities, as applicable, in connection with the federal and state banking authorities; issuance of PPBI Common Stock in the Merger, (BC) approval of the listing of such PPBI Common Stock on the NYSE of Wachovia Common Stock to be issued in the Merger andNasdaq, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles (1) the Certificate of merger Merger with the Corporation Commission Secretary of State of the State of Delaware pursuant to the VSCA and DGCL, (2) the North Carolina Certificate of Merger, as certified by the Secretary of State of the State of Delaware, with the Secretary of State of the State of California pursuant to the NCBCA CGCL, and (3) the Bank Merger Agreement with the Secretary of State of the State of California and the DBO pursuant to the CGCL and CFC and (E) the approval by PPBI’s shareholders of the issuance of related certificates of merger; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia PPBI Common Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia PPBI is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt receipt, or the making, of the regulatory approvals consents, approvals, waivers and filings referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement by PPBI and the Bank Merger Agreement by Pacific Premier and the consummation of the transactions contemplated hereby Transaction do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, code, ordinance, rule or regulation or any judgment, decree, injunction, order, governmental permit or license, or agreement, indenture or instrument of Wachovia PPBI or of any of its Subsidiaries or to which Wachovia PPBI or any of its Subsidiaries or any of their respective properties is subject or bound, (B) constitute a breach or violation of, or a default under, the certificate articles of incorporation or by-laws bylaws (or similar governing documents) of Wachovia A-15PPBI or any of its Subsidiaries or (C) require any consent or approval under any such law, code, ordinance, rule, regulation, judgment, decree, injunction, order, governmental permit or license, agreement, indenture or instrument. (g)

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party Governmental Authority are required to be made or obtained by Wachovia SMBK or any of its Subsidiaries in connection with the execution, delivery delivery, or performance by Wachovia SMBK of this Agreement or to consummate the Merger transactions contemplated by this Agreement, including the Bank Merger, except for (Ai) the Regulatory Approvals, (ii) the filing of applications and notices, as applicable, with the federal and state banking authorities; (B) approval SEC of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption Proxy Statement and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; Form S-4, (Diii) the filing of articles the Articles of merger Merger contemplated by Section 1.04(a) and the filing of documents with the Corporation Commission TDFI and the Secretary of State of the State of Tennessee to cause the Bank Merger to become effective, (iv) such other filings and reports as required pursuant to the VSCA Exchange Act and the North Carolina Secretary pursuant to rules and regulations promulgated thereunder, or applicable stock exchange requirements, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the NCBCA rules and regulations of any applicable SRO and the issuance rules of related certificates of merger; the NASDAQ, and (Evi) such filings and approvals as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of various states in connection with the issuance of Wachovia the shares of SMBK Common Stock in pursuant to this Agreement and approval of listing of such SMBK Common Stock on the Merger; and (F) NASDAQ. Subject to the receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities lawssentence, the execution, delivery delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby by SMBK do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or boundnot, (B1) constitute a breach or violation of, or a default under, the certificate charter and bylaws of incorporation SMBK, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree, or by-laws injunction applicable to SMBK or any of its Subsidiaries, or any of their respective properties or assets, (3) violate, result in a breach of any provision of or the loss of any benefit under, constitute a default (or similar governing documentsan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of Wachovia A-15or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of SMBK or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement, or other instrument or obligation to which SMBK or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality Governmental Authority or with any third party are required to be made or obtained by Wachovia the Acquiror or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia the Acquiror or the Bank of this Agreement or to consummate the Combination (and, if the Plan of Merger is entered into, by Assigned Sub of the Plan of Merger or to consummate the Merger) except for (A) the filing of a notice under the HSR Act, (B) the filing of applications and notices, as applicable, with the federal OTS and state banking authoritiesthe FDIC; (BC) approval of the listing on the NYSE of Wachovia the Acquiror Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption Combination (and approval by the shareholders of Wachovia of this Agreementrelated Acquiror Rights); (CD) the filing and declaration of effectiveness of the Registration Statement; (DE) the filing of articles a certificate of merger with the Corporation Commission Secretary of State of the State of Delaware pursuant to the VSCA DGCL (as provided in the Plan of Merger); and the North Carolina Secretary pursuant to the NCBCA and the issuance of related certificates of merger; (EF) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Acquiror Common Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b)Combination. As of the date hereof, Wachovia the Acquiror is not aware of any reason why the approvals set forth in Section 7.01(b) of all Governmental Authorities necessary to permit consummation of the transactions contemplated hereby will not be received without the imposition of a condition, restriction condition or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals approvals, and expiration of the waiting periods, referred to in the preceding paragraph and expiration the making of the related waiting periods, and all required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument Contract of Wachovia the Acquiror or of any of its Subsidiaries or to which Wachovia the Acquiror or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the certificate of incorporation or by-laws (or similar governing documents) of Wachovia A-15the Acquiror or any of its Subsidiaries, or (C) require any consent or approval under any such law, rule, regulation, judgment, decree, order, governmental permit or license, agreement, indenture or instrument. (g)

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party Governmental Authority are required to be made or obtained by Wachovia FBMS or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia FBMS of this Agreement or to consummate the Merger transactions contemplated by this Agreement, including the Bank Merger, except for (Ai) the Regulatory Approvals, (ii) the filing of applications and notices, as applicable, with the federal and state banking authorities; (B) approval SEC of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption Proxy Statement and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; Form S-4, (Diii) the filing of articles the Articles of merger Merger contemplated by Section 1.05(a) and the filing of documents with the Corporation Commission FDIC, the OCC, applicable state banking agencies, and the Secretary of State of Alabama to cause the Bank Merger to become effective, (iv) such other filings and reports as required pursuant to the VSCA Exchange Act and the North Carolina Secretary pursuant to rules and regulations promulgated thereunder, or applicable stock exchange requirements, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the NCBCA rules and regulations of any applicable SRO and the issuance rules of related certificates of merger; the NASDAQ and (Evi) such filings and approvals as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of various states in connection with the issuance of Wachovia the shares of FBMS Common Stock in pursuant to this Agreement and approval of listing of such FBMS Common Stock on the Merger; and (F) NASDAQ. Subject to the receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by FBMS do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or boundnot, (B1) constitute a breach or violation of, or a default under, the certificate articles of incorporation and bylaws of FBMS, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or by-laws injunction applicable to FBMS or any of its Subsidiaries, or any of their respective properties or assets, (3) violate, result in a breach of any provision of or the loss of any benefit under, constitute a default (or similar governing documentsan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of Wachovia A-15or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of FBMS or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which FBMS or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound. As of the date hereof, FBMS is not aware of any reason (i) why the Regulatory Approvals and other necessary consents and approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis, and (ii) why any Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality Governmental Authority or with any third party are required to be made or obtained by Wachovia United or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia United of this Agreement or to consummate the Merger except for (A) the filing of applications and notices, as applicable, with the federal and state banking authorities; (B) approval of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia United of this Agreementthe Articles Amendment and the issuance of United Common Stock as contemplated hereby; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the Corporation Commission pursuant to the VSCA and the North Carolina Secretary pursuant to issuance of the NCBCA related certificate of merger and the issuance filing of related certificates of mergerthe Articles Amendment with the West Virginia Secretary; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia United Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia United is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt the satisfaction of the regulatory approvals requirements referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia United or of any of its Subsidiaries or to which Wachovia United or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the certificate of incorporation or by-laws (or similar governing documents) of Wachovia A-15United or any of its Subsidiaries, or (C) require any consent or approval A-14

Regulatory Approvals; No Defaults. (i) No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party Governmental Authority are required to be made or obtained by Wachovia FBMS or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia FBMS of this Agreement or to consummate the Merger transactions contemplated by this Agreement, including the Bank Merger, except for (Ai) the Regulatory Approvals, (ii) the filing of applications and notices, as applicable, with the federal and state banking authorities; (B) approval SEC of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption Proxy Statement and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; Form S-4, (Diii) the filing of articles the Articles of merger Merger contemplated by Section 1.05(a) and the filing of documents with the Corporation Commission FDIC, the OCC, applicable state banking agencies, and the Secretary of State of Florida to cause the Bank Merger to become effective, (iv) such other filings and reports as required pursuant to the VSCA Exchange Act and the North Carolina Secretary pursuant to rules and regulations promulgated thereunder, or applicable stock exchange requirements, (v) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the NCBCA rules and regulations of any applicable SRO and the issuance rules of related certificates of merger; the NASDAQ and (Evi) such filings and approvals as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" ” laws of various states in connection with the issuance of Wachovia the shares of FBMS Common Stock in pursuant to this Agreement and approval of listing of such FBMS Common Stock on the Merger; and (F) NASDAQ. Subject to the receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by FBMS do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or boundnot, (B1) constitute a breach or violation of, or a default under, the certificate articles of incorporation and bylaws of FBMS, (2) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or by-laws injunction applicable to FBMS or any of its Subsidiaries, or any of their respective properties or assets, (3) violate, result in a breach of any provision of or the loss of any benefit under, constitute a default (or similar governing documentsan event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of Wachovia A-15or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the respective properties or assets of FBMS or any of its Subsidiaries under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, contract, agreement or other instrument or obligation to which FBMS or any of its Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound. As of the date hereof, FBMS has no Knowledge of any reason (i) why the Regulatory Approvals and other necessary consents and approvals will not be received in order to permit consummation of the Merger and Bank Merger on a timely basis and (ii) why a Burdensome Condition would be imposed.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party Governmental Authority are required to be made or obtained by Wachovia Buyer or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia Buyer or Merger Sub of this Agreement or to consummate the Merger transactions contemplated by this Agreement, except for (A) filings of applications or notices with, and consents, approvals or waivers by the FRB, the OCC and the filing of applications and notices, as applicable, the Articles of Merger with the federal Maryland State Department of Assessments and state banking authorities; (B) approval of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the Corporation Commission pursuant Taxation. Subject to the VSCA and the North Carolina Secretary pursuant to the NCBCA and the issuance of related certificates of merger; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by Buyer and Merger Sub do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or bound, (Bi) constitute a breach or violation of, or a default under, the certificate Certificate of incorporation Incorporation and Bylaws of Buyer or by-laws (Merger Sub or similar governing documentsdocuments of Buyer or any of its Subsidiaries, (ii) except as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Buyer or any of Wachovia A-15its Subsidiaries, or any of their respective properties or assets, (iii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Buyer or any of its Subsidiaries or to which Buyer or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of, or any filing or notice to, any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation, with only such exceptions in the case of each of clauses (iii) and (iv), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Buyer or Merger Sub.

Regulatory Approvals; No Defaults. (ia) No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality Governmental Authority or with any third party are required to be made or obtained by Wachovia the Company or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia - 23 - the Company or the Company Bank of this Agreement and the Bank Merger Agreement, as applicable, or to consummate the Merger Transactions and the other transactions contemplated hereby and thereby, except for (A) the filing filings of applications or notices with, and noticesapprovals or waivers by, the Federal Reserve Board, the OTS, the FDIC, the Massachusetts Bank Commissioner, the Depositors Insurance Fund, the Massachusetts Board and the MHPF, as applicablerequired, with the federal and state banking authorities; (B) approval of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger filings with the Corporation Commission pursuant to the VSCA SEC and the North Carolina Secretary pursuant to the NCBCA and the issuance of related certificates of merger; (E) such filings as are required to be made or approvals as are required to be obtained under the state securities or "Blue Sky" laws of various states authorities in connection with the issuance of Wachovia Parent Common Stock in the Merger; , (C) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, (D) the approval of this Agreement by the holders of a majority of the outstanding shares of Company Common Stock and (FE) receipt such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the approvals set forth foregoing federal and state banking agencies in Section 7.01(b)connection with the Bank Merger. As of the date hereof, Wachovia the Company is not aware of any reason why the approvals set forth above and referred to in Section 7.01(b8.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii8.01(b) Subject to receipt or that the requisite approval of the regulatory approvals referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities laws, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not and Company's stockholders will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or bound, (B) constitute a breach or violation of, or a default under, the certificate of incorporation or by-laws (or similar governing documents) of Wachovia A-15be obtained.

Regulatory Approvals; No Defaults. (i) No a)No consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party Governmental Authority are required to be made or obtained by Wachovia Buyer or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia Buyer or Merger Sub of this Agreement or to consummate the Merger transactions contemplated by this Agreement, except for (A) filings of applications or notices with, and consents, approvals or waivers by the FRB, the OCC and the filing of applications and notices, as applicable, the Articles of Merger with the federal Maryland State Department of Assessments and state banking authorities; (B) approval of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the Corporation Commission pursuant Taxation. Subject to the VSCA and the North Carolina Secretary pursuant to the NCBCA and the issuance of related certificates of merger; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of Wachovia Stock in the Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals referred to in the preceding paragraph and expiration of the related waiting periods, and required filings under federal and state securities lawssentence, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by Buyer and Merger Sub do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or bound, (Bi) constitute a breach or violation of, or a default under, the certificate Certificate of incorporation Incorporation and Bylaws of Buyer or by-laws (Merger Sub or similar governing documentsdocuments of Buyer or any of its Subsidiaries, (ii) except as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Buyer or any of Wachovia A-15its Subsidiaries, or any of their respective properties or assets, (iii) conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien under, result in a right of termination or the acceleration of any right or obligation under, any permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation of Buyer or any of its Subsidiaries or to which Buyer or any of its Subsidiaries, or their respective properties or assets is subject or bound, or (iv) require the consent or approval of, or any filing or notice to, any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation, with only such exceptions in the case of each of clauses (iii) and (iv), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Buyer or Merger Sub.

Regulatory Approvals; No Defaults. (ia) No Except as would not be material, no consents or approvals of, or waivers by, or filings or registrations with, any court, administrative agency or commission or other governmental authority or instrumentality or with any third party Governmental Authority are required to be made or obtained by Wachovia Company or any of its Subsidiaries in connection with the execution, delivery or performance by Wachovia Company and Company Bank of this Agreement or to consummate the Merger transactions contemplated by this Agreement, except for (A) filings of applications or notices with, and consents, approvals or waivers by the FRB, the FRBank, the Missouri Division of Finance, the FDIC, respectively, and the filing of applications and notices, as applicable, with the federal and state banking authorities; (B) approval SEC of the listing on Proxy Statement-Prospectus and the NYSE of Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (C) the filing Registration Statement and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger , compliance with the Corporation Commission pursuant to applicable requirements of the VSCA and the North Carolina Secretary pursuant to the NCBCA and the issuance of related certificates of merger; (E) Exchange Act, such filings and approvals as are required to be made or approvals as are required to be obtained under the securities or "“Blue Sky" laws ” Laws of various states and the approval of the listing of such Buyer Common Stock on NASDAQ in connection with the issuance of Wachovia the shares of Buyer Common Stock in pursuant to this Agreement. Subject to the Merger; and (F) receipt of the approvals set forth in Section 7.01(b). As of the date hereof, Wachovia is not aware of any reason why the approvals set forth in Section 7.01(b) will not be received without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b). (ii) Subject to receipt of the regulatory approvals referred to in the preceding paragraph sentence and expiration of the related waiting periods, and required filings under federal and state securities lawsRequisite Company Shareholder Approval, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger and the Bank Merger) by Company and Company Bank do not and will not (A) constitute a breach or violation of, or a default under, or give rise to any Lien, any acceleration of remedies or any right of termination under, any law, rule or regulation or any judgment, decree, order, governmental permit or license, or agreement, indenture or instrument of Wachovia or of any of its Subsidiaries or to which Wachovia or any of its Subsidiaries or properties is subject or bound, (Bi) constitute a breach or violation of, or a default under, the certificate articles of incorporation or by-laws (incorporation, bylaws or similar governing documentsdocuments of Company, Company Bank, or any of their respective Subsidiaries, (ii) expect as would not be material, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to Company or any of Wachovia A-15its Subsidiaries, or any of their respective properties or assets, (iii) except as set forth in Company Disclosure Schedule 3.06(a), conflict with, result in a breach or violation of any provision of, or the loss of any benefit under, or a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the creation of any Lien (other than Permitted Liens) under, result in a right of termination or the acceleration of any right or obligation under, any Company Material Contract, or (iv) except as set forth in Company Disclosure Schedules 3.12(c) or 3.30(e), require the consent or approval of any third party or Governmental Authority under any such Law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, deed of trust, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, contract, franchise, agreement or other instrument or obligation, with only such exceptions in the case of each of clauses (iii) and (iv), as would not reasonably be expected to have a Material Adverse Effect on Company.