Common use of Authorized and Effective Agreement Clause in Contracts

Authorized and Effective Agreement. (a) BB&T has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvals) perform all of its obligations under this Agreement. The execution and delivery of this Agreement and consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations of BB&T, and each is enforceable against BB&T in accordance with its terms, in each case subject to (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws in effect from time to time relating to or affecting the enforcement of the rights of creditors; and (ii) general principles of equity. (b) Neither the execution and delivery of this Agreement or the Articles of Merger, nor consummation of the transactions contemplated hereby, nor compliance by BB&T with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the Articles of Incorporation or bylaws of BB&T or any BB&T Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T or any BB&T Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T or any BB&T Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) BB&T has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvals) perform all of its obligations under this Agreement. The execution and delivery of this Agreement and the Articles of Merger and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations of BB&T, and each is enforceable against BB&T in accordance with its terms, in each case subject to (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws in effect from time to time relating to or affecting the enforcement of the rights of creditors; and (ii) general principles of equity. (b) Neither the execution and delivery of this Agreement or the Articles of Merger, nor consummation of the transactions contemplated herebyhereby or thereby, nor compliance by BB&T with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the Articles of Incorporation or bylaws of BB&T or any BB&T Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T or any BB&T Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T or any BB&T Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) BB&T Buyer has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary government approvalsapprovals for Governmental Entities) to perform all of its obligations under this Agreementhereunder. The execution and delivery of this Agreement and consummation the completion of the transactions contemplated hereby Transactions have been duly authorized and approved by the Board of Directors of Buyer and no other corporate action is required on the part of Buyer. This Agreement has been duly and validly authorized executed and delivered by all necessary corporate action in respect thereof on Buyer and, assuming due authorization, execution and delivery by Seller, constitutes the part of BB&T. This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations obligation of BB&TBuyer, and each is enforceable against BB&T Buyer in accordance with its terms, in each case subject subject, as to (i) enforceability, to bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or insolvency and other similar laws in effect from time to time of general applicability relating to or affecting the enforcement of the creditors' rights of creditors; and (ii) to general principles of equityequity principles. (b) Neither the execution and delivery of this Agreement or the Articles of Merger, nor consummation completion of the transactions contemplated herebyTransactions, nor or compliance by BB&T Buyer with any of the provisions hereof hereof, does or thereof shall will (i) conflict with or result in a breach of any provision provisions of the Articles Charter or Bylaws of Incorporation Buyer or bylaws the equivalent documents of BB&T or any BB&T Buyer Subsidiary, (ii) constitute violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T Buyer or any BB&T Buyer Subsidiary pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligationobligation to which Buyer or any Buyer Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required approvals from Governmental Entities, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T Buyer or any BB&T Buyer Subsidiary. (c) Other than To the best knowledge of Buyer, except for the consents, approvals, filings or registrations to be made as set forth in Section 3.5(c), no consents or approvals required fromof or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer or Merger Sub in connection with the execution and delivery by Buyer of this Agreement and the completion of the Transactions. (d) As of the date hereof, or notices to, regulatory authorities Buyer is not aware of any reasons relating to it (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Transactions as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is shall be necessary for the consummation by BB&T completion of the Merger Transactions and continuation by Buyer after the other transactions contemplated in this AgreementEffective Time of the business of each of Seller and Seller Bank, respectively, as such business is carried on immediately prior to the Effective Time, free of any conditions or requirements which could impair the value of Seller or Seller Bank to Buyer.

Authorized and Effective Agreement. (ai) BB&T has all requisite corporate power and authority to enter into and (subject Subject only to receipt of all necessary government approvals) perform all of its obligations under this Agreement. The execution and delivery the requisite stockholder approval of this Agreement and consummation the Plan of Merger, this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. Community First on or before the date hereof. This Agreement and the Plan of Merger attached hereto constitute legal, are valid and legally binding obligations of BB&TCommunity First, and each is enforceable against BB&T in accordance with its terms, in each case subject to their respective terms (i) except as enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent transfer, reorganization, conservatorship, receivership or other moratorium and similar laws in effect from time to time relating to or affecting the enforcement of the rights of creditors; and (ii) creditors or by general principles of equity). (bii) Neither the execution and delivery of this Agreement or the Articles of MergerAgreement, nor the consummation of the transactions contemplated herebyherein, nor compliance by BB&T Community First with any of the provisions hereof or thereof shall will: (iA) conflict with or result in a breach of any provision of the Articles Community First’s articles of Incorporation incorporation or bylaws of BB&T or any BB&T Subsidiarybylaws; (B) except as Previously Disclosed, (ii) constitute or result in a the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon upon, any property or asset of BB&T Community First or any BB&T Community First Subsidiary pursuant to, to any (1) note, bond, mortgage, mortgage or indenture, or (2) any material license, agreement or other instrument or obligation, to which Community First or any Community First Subsidiary is a party or by which Community First or any Community First Subsidiary or any of their respective properties or assets may be bound, or (iii3) subject to the receipt of all required regulatory and shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T Community First or any BB&T Community First Subsidiary. (ciii) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T As of the Merger date hereof, Community First is not aware of any reason why the necessary regulatory approvals and consents will not be received in order to permit consummation of the other transactions contemplated in this AgreementMerger.

Authorized and Effective Agreement. (a) BB&T Each of M&T and Merger Sub has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvals) perform all of its obligations under this AgreementReorganization Agreement and the Plan of Merger. The execution and delivery of this Reorganization Agreement and the Plan of Merger and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. This M&T and Merger Sub. (b) Assuming the accuracy of the representation contained in Section 2.5(b) hereof, this Reorganization Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations of BB&T, each of M&T and each is enforceable against BB&T in accordance with its termsMerger Sub, in each case subject enforceable against it in accordance with their respective terms subject, as to (i) enforceability, to bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or insolvency and other similar laws in effect from time to time of general applicability relating to or affecting the enforcement of the creditors' rights of creditors; and (ii) to general principles of equityequity principles. (bc) Neither Except as Previously Disclosed, neither the execution and delivery of this Reorganization Agreement or the Articles Plan of Merger, nor consummation of the transactions contemplated herebyhereby or thereby, nor compliance by BB&T M&T or Merger Sub with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the Articles articles or certificate of Incorporation incorporation or association, charter or bylaws of BB&T M&T or any BB&T M&T Subsidiary, (ii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T M&T or any BB&T M&T Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) assuming the consents and approvals contemplated by Section 4.3 hereof and the consents and approvals which are Previously Disclosed are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T M&T or any BB&T M&T Subsidiary., except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, will not have a Material Adverse Effect on M&T. (cd) Other than consents Except for approvals specified in Section 4.3 hereof, except as Previously Disclosed and except as expressly referred to in this Reorganization Agreement, no consent, approval or approvals required fromauthorization of, or notices todeclaration, notice, filing or registration with, any governmental or regulatory authorities as provided authority, or any other person, is required to be made or obtained by M&T or Merger Sub on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement and the Plan of Merger or the consummation of the transactions contemplated hereby or thereby. Neither M&T nor any of the M&T Subsidiaries is aware of any reason why the conditions set forth in Section 5.4(b), no notice to, filing with, 5.1(b) of this Agreement will not be satisfied without undue delay and without the imposition of any condition or consent of, any public body or authority is necessary for the consummation by BB&T requirement of the Merger and type referred to in the other transactions contemplated in this Agreementprovisions thereof.

Authorized and Effective Agreement. (a) BB&T has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvals) perform all of its obligations under this Agreement. The execution and delivery of this Agreement and consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations of BB&T, and each is enforceable against BB&T in accordance with its terms, in each case subject to (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws in effect from time to time relating to or affecting the enforcement of the rights of creditors; and (ii) general principles of equity. (b) Neither the execution and delivery of this Agreement or the Articles of Merger, nor consummation of the transactions contemplated hereby, nor compliance by BB&T with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the Articles of Incorporation or bylaws of BB&T or any BB&T Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T or any BB&T Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T or any BB&T Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T of the Merger and the other transactions contemplated in this Agreement.. 27 32

Authorized and Effective Agreement. (a) BB&T has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvals) perform all of its obligations under this AgreementAgreement and the Plan of Merger. The execution and delivery of this Agreement and the Plan of Merger and consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations of BB&T, and each is enforceable against BB&T in accordance with its terms, in each case subject to (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws in effect from time to time relating to or affecting the enforcement of the rights of creditors; and (ii) general principles of equity (whether applied in a court of law or in equity). (b) Neither the execution and delivery of this Agreement Agreement, the Plan of Merger or the Articles of Merger, nor consummation of the transactions contemplated herebyhereby or thereby, nor compliance by BB&T with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the Articles of Incorporation or bylaws of BB&T or any BB&T Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T or any BB&T Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T or any BB&T Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) Each of BB&T and BB&T Financial has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvals) perform all of its obligations under this Agreement, the Plan of Merger and the BB&T Option Agreement, as applicable. The execution and delivery of this Agreement Agreement, the Plan of Merger and the BB&T Option Agreement, as applicable, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. BB&T, and BB&T shall cause the Board of Directors and Shareholders of BB&T Financial to take all corporate actions necessary therefor ("BB&T Financial Actions"). This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations of BB&TBB&T and, upon completion of the BB&T Financial Actions, will constitute valid and binding obligations of BB&T Financial, and each is enforceable against BB&T and, upon completion of the BB&T Financial Actions, will be enforceable against BB&T Financial in accordance with its terms, in each case subject to (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws in effect from time to time relating to or affecting the enforcement of the rights of creditors; and (ii) general principles of equity (whether applied in a court of law or in equity), and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate court. (b) Neither the execution and delivery of this Agreement Agreement, the Plan of Merger or the Articles of MergerBB&T Option Agreement, as applicable, nor consummation of the transactions contemplated herebyhereby and thereby, nor compliance by BB&T or BB&T Financial with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the Articles articles of Incorporation incorporation or bylaws of BB&T, BB&T Financial or any other BB&T Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T, BB&T Financial or any BB&T Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T or any BB&T Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T of the Merger and the other transactions contemplated in this Agreement.BB&T

Authorized and Effective Agreement. (a) BB&T First Virginia has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvalsgovernmental approvals and the receipt of approval of the First Virginia shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this AgreementAgreement and the Plan of Merger. The execution and delivery of this Agreement and the Articles of Merger, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action action, except, in respect thereof on the part case of BB&T. this Agreement and the Plan of Merger, the approval of the First Virginia shareholders pursuant to and to the extent required by applicable law. This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations of BB&TFirst Virginia, and each is enforceable against BB&T First Virginia in accordance with its terms, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership receivership, or other similar laws in effect from time to time in effect relating to or affecting the enforcement of the rights of creditors of FDIC-insured institutions or the enforcement of creditors’ rights generally; and (ii) general principles of equity (whether applied in a court of law or in equity). (b) Neither the execution and delivery of this Agreement or the Articles of Merger, nor consummation of the transactions contemplated herebyhereby or thereby, nor compliance by BB&T First Virginia with any of the provisions hereof or thereof thereof, shall (i) conflict with or result in a breach of any provision of the Articles of Incorporation or bylaws Bylaws of BB&T First Virginia or any BB&T First Virginia Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T First Virginia or any BB&T First Virginia Subsidiary pursuant to, any note, bond, mortgage, indenture, license, permit, contract, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T First Virginia or any BB&T First Virginia Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T First Virginia of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) BB&T BankFirst has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvalsgovernmental approvals and the receipt of approval of the BankFirst shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Agreement, the Articles of Merger and the BB&T Option Agreement. The execution and delivery of this Agreement Agreement, the Articles of Merger and the BB&T Option Agreement, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action action, except, in respect thereof on the part case of BB&T. This this Agreement and the Plan of Merger, the approval of the BankFirst shareholders pursuant to and to the extent required by applicable law. This Agreement, the Plan of Merger attached hereto and the BB&T Option Agreement constitute legal, valid and binding obligations of BB&TBankFirst, and each is enforceable against BB&T BankFirst in accordance with its terms, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership receivership, or other similar laws in effect from time to time in effect relating to or affecting the enforcement of the rights of creditors of FDIC-insured institutions or the enforcement of creditors' rights generally; and (ii) general principles of equity (whether applied in a court of law or in equity). (b) Neither the execution and delivery of this Agreement or Agreement, the Articles of MergerMerger or the BB&T Option Agreement, nor consummation of the transactions contemplated herebyhereby or thereby, nor compliance by BB&T BankFirst with any of the provisions hereof or thereof thereof, shall (i) conflict with or result in a breach of any provision of the Articles of Incorporation Charter or bylaws of BB&T BankFirst or any BB&T BankFirst Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T BankFirst or any BB&T BankFirst Subsidiary pursuant to, any note, bond, mortgage, indenture, license, permit, contract, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T BankFirst or any BB&T BankFirst Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T BankFirst of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) BB&T Franklin has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvalsgovernmental approvals and the receipt of approval of the Franklin shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Agreement, the Articles of Merger and the BB&T Option Agreement. The execution and delivery of this Agreement Agreement, the Articles of Merger and the BB&T Option Agreement, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof on except, in the part case of BB&T. this Agreement and the Plan of Merger, the approval of Franklin shareholders pursuant to and to the extent required by applicable law. This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations of BB&TFranklin, and each is enforceable against BB&T Franklin in accordance with its terms, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership receivership, or other similar laws in effect from time to time in effect relating to or affecting the enforcement of the rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) general principles of equity (whether applied in a court of law or in equity), and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate court. (b) Neither the execution and delivery of this Agreement or Agreement, the Articles of MergerMerger or the BB&T Option Agreement, nor consummation of the transactions contemplated herebyhereby or thereby, nor compliance by BB&T Franklin with any of the provisions hereof or thereof thereof, shall (i) conflict with or result in a breach of any provision of the Articles articles of Incorporation incorporation or bylaws by-laws of BB&T Franklin or similar organizational instruments of any BB&T Franklin Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T Franklin or any BB&T Franklin Subsidiary pursuant to, any note, bond, mortgage, indenture, license, permit, contract, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T Franklin or any BB&T Franklin Subsidiary. (c) Other than filings contemplated by Section 2.2 and consents or approvals required from, or notices to, from regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T Franklin of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) BB&T First Citizens has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvalsgovernmental approvals and the receipt of approval of the First Citizens shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Agreement, the Articles of Merger and the BB&T Option Agreement. The execution and delivery of this Agreement Agreement, the Articles of Merger and the BB&T Option Agreement, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action action, except, in respect thereof on the part case of BB&T. This this Agreement and the Plan of Merger, the approval of the First Citizens shareholders pursuant to and to the extent required by applicable law. This Agreement, the Plan of Merger attached hereto and the BB&T Option Agreement constitute legal, valid and binding obligations of BB&TFirst Citizens, and each is enforceable against BB&T First Citizens in accordance with its terms, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership receivership, or other similar laws in effect from time to time in effect relating to or affecting the enforcement of the rights of creditors of FDIC-insured institutions or the enforcement of creditors' rights generally; and (ii) general principles of equity (whether applied in a court of law or in equity). (b) Neither the execution and delivery of this Agreement or Agreement, the Articles of MergerMerger or the BB&T Option Agreement, nor consummation of the transactions contemplated herebyhereby or thereby, nor compliance by BB&T First Citizens with any of the provisions hereof or thereof thereof, shall (i) conflict with or result in a breach of any provision of the Articles of Incorporation or bylaws Bylaws of BB&T First Citizens or any BB&T First Citizens Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T First Citizens or any BB&T First Citizens Subsidiary pursuant to, any note, bond, mortgage, indenture, license, permit, contract, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T First Citizens or any BB&T First Citizens Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T First Citizens of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) BB&T FirstSpartan has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvalsgovernmental approvals and the receipt of approval of the FirstSpartan shareholders of this Agreement and the Plan of Merger) perform all of its obligations under this Agreement, the Plan of Merger and the BB&T Option Agreement. The execution and delivery of this Agreement Agreement, the Plan of Merger and the BB&T Option Agreement, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action action, except, in respect thereof on the part case of BB&T. This this Agreement and the Plan of Merger, the approval of the FirstSpartan shareholders pursuant to and to the extent required by applicable law. This Agreement, the Plan of Merger attached hereto and the BB&T Option Agreement constitute legal, valid and binding obligations of BB&TFirstSpartan, and each is enforceable against BB&T FirstSpartan in accordance with its terms, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership receivership, or other similar laws in effect from time to time in effect relating to or affecting the enforcement of the rights of creditors of FDIC-insured institutions or the enforcement of creditors' rights generally; and (ii) general principles of equity (whether applied in a court of law or in equity). (b) Neither the execution and delivery of this Agreement Agreement, the Plan of Merger, or the Articles of MergerBB&T Option Agreement, nor consummation of the transactions contemplated herebyhereby or thereby, nor compliance by BB&T FirstSpartan with any of the provisions hereof or thereof thereof, shall (i) conflict with or result in a breach of any provision of the Articles Certificate of Incorporation or bylaws Bylaws of BB&T FirstSpartan or the comparable governing documents of any BB&T FirstSpartan Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T FirstSpartan or any BB&T FirstSpartan Subsidiary pursuant to, any note, bond, mortgage, indenture, license, permit, contract, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T FirstSpartan or any BB&T FirstSpartan Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T FirstSpartan of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) BB&T Matewan has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvalsgovernmental approvals and the receipt of approval of the Matewan shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Agreement, the Articles of Merger and the BB&T Option Agreement. The execution and delivery of this Agreement Agreement, the Articles of Merger and the BB&T Option Agreement, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action action, except, in respect thereof on the part case of BB&T. This this Agreement and the Plan of Merger, the approval of the Matewan shareholders pursuant to and to the extent required by applicable law. This Agreement, the Plan of Merger attached hereto and the BB&T Option Agreement constitute legal, valid and binding obligations of BB&TMatewan, and each is enforceable against BB&T Matewan in accordance with its terms, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership receivership, or other similar laws in effect from time to time in effect relating to or affecting the enforcement of the rights of creditors of FDIC-insured institutions or the enforcement of creditors' rights generally; and (ii) general principles of equity (whether applied in a court of law or in equity). (b) Neither the execution and delivery of this Agreement or Agreement, the Articles of MergerMerger or the BB&T Option Agreement, nor consummation of the transactions contemplated herebyhereby or thereby, nor compliance by BB&T Matewan with any of the provisions hereof or thereof thereof, shall (i) conflict with or result in a breach of any provision of the Articles of Incorporation or bylaws of BB&T Matewan or any BB&T Matewan Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T Matewan or any BB&T Matewan Subsidiary pursuant to, any note, bond, mortgage, indenture, license, permit, contract, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T Matewan or any BB&T Matewan Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T Matewan of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) BB&T has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvals) perform all of its obligations under this AgreementAgreement and the Plan of Merger. The execution and delivery of this Agreement and the Plan of Merger and consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations of BB&T, and each is enforceable against BB&T in accordance with its terms, in each case subject to (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws in effect from time to time relating to or affecting the enforcement of the rights of creditors; and (ii) general principles of equity (whether applied in a court of law or in equity). (b) Neither the execution and delivery of this Agreement Agreement, the Plan of Merger or the Articles of Merger (or the Certificate of Merger), nor consummation of the transactions contemplated herebyhereby or thereby, nor compliance by BB&T with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the Articles of Incorporation or bylaws of BB&T or any BB&T Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T or any BB&T Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T or any BB&T Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) BB&T The Company has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvals) perform all of its obligations under this Reorganization Agreement. The execution and delivery of this Reorganization Agreement and the consummation of the transactions contemplated hereby Exchange have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. This the Company, other than the Seller Shareholder Approval. (b) Assuming the accuracy of the representation contained in Section 4.5(b) hereof, this Reorganization Agreement and the Plan of Merger attached hereto constitute constitutes legal, valid and binding obligations of BB&Tthe Company, and each is enforceable against BB&T it in accordance with its terms, in each case subject as to (i) enforceability, to bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or insolvency and other similar laws in effect from time to time of general applicability relating to or affecting creditors' rights, to the supervisory and enforcement powers of the rights of creditors; applicable regulatory agencies, and (ii) to general principles of equityequity principles. (bc) Neither the execution and delivery of this Reorganization Agreement or the Articles of Merger, nor consummation of the transactions contemplated hereby, nor compliance by BB&T the Company with any of the provisions hereof or thereof hereof, shall (i) conflict with or result in a breach of any provision of the Articles articles or certificate of Incorporation incorporation or association, charter or bylaws of BB&T the Company or any BB&T Company Subsidiary, ; (ii) assuming the consents and approvals Previously Disclosed by the Company and Seller are duly obtained, constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T the Company or any BB&T Company Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, ; or (iii) assuming the consents and approvals Previously Disclosed by the Company and Seller are duly obtained, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T the Company or any BB&T Company Subsidiary, except (in the case of clauses (ii) and (iii) above) for such violations, rights, conflicts, breaches, creations or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on the Company. (cd) Other than consents Except as Previously Disclosed, no consent, approval or approvals required fromauthorization of, or notices todeclaration, notice, filing or registration with, any governmental or regulatory authorities as provided authority, or any other Person, is required to be made or obtained by the Company or any Company Subsidiary on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. As of the date hereof, the Company is not aware of any reason that the condition set forth in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T 6.1(b) of the Merger and the other transactions contemplated in this AgreementAgreement would not be satisfied.

Authorized and Effective Agreement. (a) BB&T Buyer has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary government approvalsapprovals of Government Entities) to perform all of its obligations under this Agreementhereunder. The execution and delivery of this Agreement and consummation the completion of the transactions contemplated hereby have been duly authorized by the Board of Directors of Buyer and validly authorized approved by all necessary corporate action in respect thereof on the part of BB&T. Buyer. This Agreement has been duly and validly executed and delivered by Buyer and, assuming due authorization, execution and delivery by Seller, constitutes the Plan of Merger attached hereto constitute legal, valid and binding obligations obligation of BB&TBuyer, and each is enforceable against BB&T Buyer in accordance with its terms, in each case subject subject, as to (i) enforceability, to bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or insolvency and other similar laws in effect from time to time of general applicability relating to or affecting the enforcement of the creditors' rights of creditors; and (ii) to general principles of equityequity principles. (b) Neither the execution and delivery of this Agreement or the Articles of MergerAgreement, nor consummation completion of the transactions contemplated hereby, including the Merger, nor compliance by BB&T Buyer with any of the provisions hereof does or thereof shall will (i) conflict with or result in a breach of any provision provisions of the Articles of Incorporation or bylaws Code of BB&T or any BB&T SubsidiaryRegulations of Buyer, (ii) constitute violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T or any BB&T Subsidiary Buyer pursuant to, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other material instrument or obligationobligation to which Buyer is a party, or by which any of its properties or assets may be bound or affected, or (iii) subject to receipt of all required approvals from Governmental Entities, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T or any BB&T SubsidiaryBuyer. (c) Other than Except for the filings and approvals set forth in Section 3.4(c)(i) and (iv) hereof, no consents or approvals required fromof or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer or First National in connection with (y) the execution and delivery of this Agreement by Buyer or (z) the completion of the Merger. (d) As of the date hereof, Buyer is not aware of any reasons relating to Buyer or notices to, regulatory authorities First National (including CRA compliance) why all consents and approvals shall not be procured from all Governmental Entities having jurisdiction over the Merger as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is shall be necessary for the consummation by BB&T completion of the Merger and the other transactions contemplated in this AgreementMerger, free of any conditions or requirements which would have a Material Adverse Effect on Seller.

Authorized and Effective Agreement. (a) BB&T SNC has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvals) perform all of its obligations under this Agreement. The execution and delivery of this Agreement and consummation of the transactions contemplated hereby hereby, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. SNC. This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations of BB&TSNC, and each is enforceable against BB&T SNC in accordance with its terms, in each case subject to (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws in effect from time to time relating to or affecting the enforcement of the rights of creditors; and (ii) general principles of equity, and except that the availability of remedies or injunctive relief is within the discretion of the appropriate court. (b) Neither the execution and delivery of this Agreement or the Articles of MergerAgreement, nor consummation of the transactions contemplated hereby, nor compliance by BB&T SNC with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the Articles articles of Incorporation incorporation or bylaws of BB&T SNC or any BB&T SNC Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T SNC or any BB&T SNC Subsidiary pursuant to, to any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T SNC or any BB&T SNC Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) BB&T SNC has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvalsapprovals and receipt of required approval of shareholders of SNC of this Agreement and the Plan of Merger) perform all of its obligations under this Agreement, the SNC Option Agreement and the UCB Option Agreement. The execution and delivery of this Agreement Reorganization Agreement, the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. SNC, except in the case of this Agreement and the Plan of Merger, the approval of SNC shareholders pursuant to and to the extent required by applicable law or regulation. This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations of BB&TSNC, and each is enforceable against BB&T SNC in accordance with its terms, in each case subject to (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws in effect from time to time relating to or affecting the enforcement of the rights of creditors; and (ii) general principles of equity, and except that the availability of remedies or injunctive relief is within the discretion of the appropriate court. (b) Neither the execution and delivery of this Agreement, the SNC Option Agreement or the Articles of MergerUCB Option Agreement, nor consummation of the transactions contemplated herebyhereby or thereby, nor compliance by BB&T SNC with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the Articles articles of Incorporation incorporation or bylaws of BB&T SNC or any BB&T SNC Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T SNC or any BB&T SNC Subsidiary pursuant to, to any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, which would have a material adverse effect on the business, operations or financial condition of SNC and the SNC Subsidiaries taken as a whole, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T SNC or any BB&T SNC Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) BB&T Each of MBFI and Acquisition Corp. has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary government approvalsapprovals of Regulatory Authorities, the expiration of applicable waiting periods and the approval of the issuance of MBFI Common Stock as contemplated by this Agreement by the shareholders of MBFI) to perform all of its obligations under this Agreementhereunder. The execution This Agreement (including the execution, delivery and delivery performance hereof) and the Transactions have been duly authorized, deemed advisable, unanimously approved and adopted by the members of the MBFI Board in attendance at the meeting to consider and vote upon this Agreement and consummation the Transactions and the Board of the transactions contemplated hereby have been duly Directors of Acquisition Corp. and validly authorized by all necessary no other corporate action is required in respect thereof on the part of BB&T. MBFI or Acquisition Corp., except for the approval by the holders of a majority of the votes present or represented by proxy at the MBFI Meeting of the issuance of MBFI Common Stock as contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by each of MBFI and Acquisition Corp. and, assuming due authorization, execution and delivery by XXXX, constitutes the Plan of Merger attached hereto constitute legal, valid and binding obligations obligation of BB&Teach of MBFI and Acquisition Corp., and each is enforceable against BB&T it in accordance with its terms, in each case subject subject, as to (i) enforceability, to bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or insolvency and other similar laws in effect from time to time of general applicability relating to or affecting the enforcement of the creditors’ rights of creditors; and (ii) to general principles of equityequity principles. (b) Neither the execution and delivery of this Agreement or the Articles of MergerAgreement, nor consummation completion of the transactions contemplated herebyTransactions, nor compliance by BB&T MBFI or any of its Subsidiaries with any of the provisions hereof does or thereof shall will (i) conflict with or result in a breach of any provision provisions of the Articles MBFI Articles, MBFI By-Laws, or the certificate or articles of Incorporation incorporation, charter, bylaws or bylaws other governing documents of BB&T or any BB&T Subsidiaryof its Subsidiaries, (ii) constitute violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance Lien upon any property or asset of BB&T MBFI or any BB&T Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which MBFI or any of its Subsidiaries is a party, or by which any of their properties or assets may be bound or affected, or (iii) subject to receipt of all required approvals from Regulatory Authorities (and the expiration of applicable waiting periods) and the shareholders of MBFI, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T MBFI or any BB&T Subsidiaryof its Subsidiaries. (c) Other than Except for the filings and approvals contemplated by Section 5.5(c), no consents or approvals required fromof or filings or registrations with any Governmental Authority or with any third party are necessary on the part of MBFI or any of its Subsidiaries, or notices toto the Knowledge of MBFI, regulatory authorities by XXXX or any of its Subsidiaries, in connection with the completion of the Transactions or the change in ownership of the XXXX Subsidiaries. (d) As of the date hereof, MBFI is not aware of any reasons relating to MBFI or any of its Subsidiaries (including CRA compliance) why all consents and approvals shall not be procured from all Regulatory Authorities having jurisdiction over the Transactions as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is shall be necessary for the consummation by BB&T completion of the Merger and the other transactions contemplated in this AgreementTransactions.

Authorized and Effective Agreement. (a) BB&T Each of MBFI and Acquisition Corp. has all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary government approvalsapprovals of Regulatory Authorities, the expiration of applicable waiting periods and the approval of the issuance of MBFI Common Stock as contemplated by this Agreement by the shareholders of MBFI) to perform all of its obligations under this Agreementhereunder. The execution This Agreement (including the execution, delivery and delivery performance hereof) and the Transactions have been duly authorized, deemed advisable, unanimously approved and adopted by the members of the MBFI Board in attendance at the meeting to consider and vote upon this Agreement and consummation the Transactions and the Board of the transactions contemplated hereby have been duly Directors of Acquisition Corp. and validly authorized by all necessary no other corporate action is required in respect thereof on the part of BB&T. MBFI or Acquisition Corp., except for the approval by the holders of a majority of the votes present or represented by proxy at the MBFI Meeting of the issuance of MBFI Common Stock as contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by each of MBFI and Acquisition Corp. and, assuming due authorization, execution and delivery by FXXX, constitutes the Plan of Merger attached hereto constitute legal, valid and binding obligations obligation of BB&Teach of MBFI and Acquisition Corp., and each is enforceable against BB&T it in accordance with its terms, in each case subject subject, as to (i) enforceability, to bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or insolvency and other similar laws in effect from time to time of general applicability relating to or affecting the enforcement of the creditors’ rights of creditors; and (ii) to general principles of equityequity principles. (b) Neither the execution and delivery of this Agreement or the Articles of MergerAgreement, nor consummation completion of the transactions contemplated herebyTransactions, nor compliance by BB&T MBFI or any of its Subsidiaries with any of the provisions hereof does or thereof shall will (i) conflict with or result in a breach of any provision provisions of the Articles MBFI Articles, MBFI By-Laws, or the certificate or articles of Incorporation incorporation, charter, bylaws or bylaws other governing documents of BB&T or any BB&T Subsidiaryof its Subsidiaries, (ii) constitute violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance Lien upon any property or asset of BB&T MBFI or any BB&T Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which MBFI or any of its Subsidiaries is a party, or by which any of their properties or assets may be bound or affected, or (iii) subject to receipt of all required approvals from Regulatory Authorities (and the expiration of applicable waiting periods) and the shareholders of MBFI, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T MBFI or any BB&T Subsidiaryof its Subsidiaries. (c) Other than Except for the filings and approvals contemplated by Section 5.5(c), no consents or approvals required fromof or filings or registrations with any Governmental Authority or with any third party are necessary on the part of MBFI or any of its Subsidiaries, or notices toto the Knowledge of MBFI, regulatory authorities by FXXX or any of its Subsidiaries, in connection with the completion of the Transactions or the change in ownership of the FXXX Subsidiaries. (d) As of the date hereof, MBFI is not aware of any reasons relating to MBFI or any of its Subsidiaries (including CRA compliance) why all consents and approvals shall not be procured from all Regulatory Authorities having jurisdiction over the Transactions as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is shall be necessary for the consummation by BB&T completion of the Merger and the other transactions contemplated in this AgreementTransactions.

Authorized and Effective Agreement. (a) BB&T 4.5.1 Each of CMS Bancorp and CMS Bank has all requisite corporate power and authority to enter into this Agreement and the Bank Merger Agreement and (subject to receipt of all necessary government approvalsgovernmental approvals and the approval of CMS Bancorp’s shareholders of this Agreement and the transactions contemplated by this Agreement) to perform all of its obligations under this AgreementAgreement and the Bank Merger Agreement as applicable. The execution and delivery of this Agreement and the Bank Merger Agreement and the consummation of the transactions contemplated hereby by this Agreement and the Bank Merger Agreement have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. CMS Bancorp and CMS Bank, except for the approval of this Agreement and the transactions contemplated by this Agreement by CMS Bancorp’s shareholders. This Agreement and the Plan of Bank Merger attached hereto Agreement have been duly and validly executed and delivered by CMS Bancorp and CMS Bank and, assuming due authorization, execution and delivery by Xxxxxx, constitute the legal, valid and binding obligations of BB&TCMS Bancorp and CMS Bank, and each is enforceable against BB&T CMS Bancorp and CMS Bank in accordance with its their terms, in each case subject subject, as to (i) enforceability, to bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or and other similar laws in effect from time to time of general applicability relating to or affecting the enforcement of the creditors’ rights of creditors; and (ii) to general principles of equityequity principles. (b) 4.5.2 Neither the execution and delivery of this Agreement or the Articles of MergerBank Merger Agreement by CMS Bancorp or CMS Bank, nor consummation of the transactions contemplated herebyby this Agreement or the Bank Merger Agreement, nor compliance by BB&T CMS Bancorp with any of the provisions hereof or thereof shall (i) does or will conflict with or result in a breach of any provision provisions of the Articles Certificate of Incorporation or bylaws Bylaws of BB&T CMS Bancorp or any BB&T Subsidiarythe equivalent documents of the CMS Bancorp Subsidiaries, (ii) constitute violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T CMS Bancorp or any BB&T Subsidiary the CMS Bancorp Subsidiaries pursuant to, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which CMS Bancorp or any of the CMS Bancorp Subsidiaries is a party, or by which any of their respective properties or assets may be bound or affected, or (iii) subject to receipt of all required governmental, Board of Director and shareholder approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T CMS Bancorp or any BB&T Subsidiaryof the CMS Bancorp Subsidiaries, except for such violations, conflicts, breaches or defaults described in clause (ii) or (iii) which either individually or in the aggregate, will not have a Material Adverse Effect on CMS Bancorp. 4.5.3 Except for (i) the filing of applications and notices with, and the consents and approvals of, as applicable, the Bank Regulators, (ii) the filing of the Proxy Statement with the SEC, (iii) the approval of this Agreement and the Bank Merger Agreement and the transactions contemplated by this Agreement, the Holding Company Agreement, and the Bank Merger Agreement by: (a) the requisite vote of the shareholders of CMS Bancorp; (b) the Superintendent of the NYSDFS; and (c) Other than the FDIC, and (iv) the filing of Certificates of Merger, this Agreement and the Bank Merger Agreement and the approval of the Superintendent of the NYSDFS with the New York Secretary of the State pursuant to the NYBCL and other applicable laws with respect to the Merger and the Bank Merger, no consents or approvals required from, of or notices to, regulatory authorities as provided filings or registrations with any Governmental Entity or with any third party are necessary on the part of CMS Bancorp or CMS Bank in Section 5.4(b), no notice to, filing with, connection with the execution and delivery by CMS Bancorp or consent of, any public body or authority is necessary for CMS Bank of this Agreement and the Bank Merger Agreement and the consummation by BB&T of the Merger and the Bank Merger by CMS Bancorp and CMS Bank. 4.5.4 As of the date hereof, neither CMS Bancorp nor CMS Bank is aware of any reasons relating to CMS Bancorp (including without limitation Community Reinvestment Act compliance) why all consents and approvals shall not be procured from all regulatory agencies having jurisdiction over the Merger and the Bank Merger or as shall be necessary for (i) consummation of the Merger and the Bank Merger, and (ii) the continuation by Xxxxxx after the Effective Time of the Merger and the Bank Merger of CMS Bancorp and CMS Bank, free of any conditions or requirements which could have a Material Adverse Effect on the business of Xxxxxx. 4.5.5 The board of directors of CMS Bancorp, by resolution duly adopted by unanimous vote of the entire board of directors at a meeting duly called and held, has (i) determined that this Agreement, the Merger, and the other transactions contemplated hereby are fair to and in the best interests of CMS Bancorp and its shareholders and declared the Merger to be advisable, and (ii) recommended that the shareholders of CMS Bancorp approve this AgreementAgreement and directed that such matter be submitted for consideration by the CMS Bancorp Stockholders at the CMS Bancorp Stockholders Meeting.

Authorized and Effective Agreement. (a) BB&T Life has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvalsgovernmental approvals and the receipt of approval of the Life shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Agreement, the Articles of Merger and the BB&T Option Agreement. The execution and delivery of this Agreement Agreement, the Articles of Merger and the BB&T Option Agreement, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action except, in respect thereof on the part case of BB&T. This this Agreement and the Plan of Merger, the approval of Life shareholders. This Agreement, the Plan of Merger attached hereto and the BB&T Option Agreement constitute legal, valid and binding obligations of BB&TLife, and each is enforceable against BB&T Life in accordance with its terms, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership receivership, or other similar laws in effect from time to time in effect relating to or affecting the enforcement of the rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate court. (b) Neither the execution and delivery of this Agreement or Agreement, the Articles of MergerMerger or the BB&T Option Agreement, nor consummation of the transactions contemplated herebyhereby or thereby, nor compliance by BB&T Life with any of the provisions hereof or thereof thereof, shall (i) conflict with or result in a breach of any provision of the Articles articles of Incorporation incorporation or bylaws of BB&T Life or any BB&T Life Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T Life or any BB&T Life Subsidiary pursuant to, any note, bond, mortgage, indenture, license, permit, contract, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T Life or any BB&T Life Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T Life of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. CONSENTS AND APPROVALS (a) BB&T has R&G and Holdings have all requisite corporate power and authority to enter into this Agreement and (subject to receipt of all necessary government governmental approvals) to perform all of its their obligations under this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. R&G and Holdings. This Agreement has been duly and validly executed and delivered by R&G and Holdings and constitutes the Plan of Merger attached hereto constitute legal, valid and binding obligations obligation of BB&T, R&G and each Holdings which is enforceable against BB&T R&G and Holdings in accordance with its terms, in each case subject to (i) except as limited by applicable bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership moratorium or other similar laws in effect from time to time relating to or affecting creditors' rights generally, and except that the enforcement availability of equitable remedies (including, without limitation, specific performance) is within the discretion of the rights of creditors; and (ii) general principles of equityappropriate court. (b) Neither None of the execution and delivery of this Agreement or by R&G and Holdings, the Articles of Merger, nor consummation by R&G and Holdings of the transactions contemplated hereby, nor hereby in accordance with the terms hereof or compliance by BB&T R&G and Holdings with any of the terms or provisions hereof or thereof shall will (i) violate any provision of the Certificate of Incorporation or other governing instrument or Bylaws of R&G or any R&G Significant Subsidiary, (ii) assuming that the consents and approvals set forth herein are duly obtained, violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to R&G or an R&G Significant Subsidiary or any of their respective properties or assets, or (iii) violate, conflict with or with, result in a breach of any provision of the Articles of Incorporation or bylaws of BB&T or any BB&T Subsidiary, (ii) constitute or result in a breach of any term, condition or provision provisions of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of terminationresult in the termination of, cancellation or acceleration with respect toaccelerate the performance required by, or result in the creation of any lien, security interest, charge or other encumbrance upon any property of the respective properties or asset assets of BB&T R&G or an R&G Significant Subsidiary under any BB&T Subsidiary pursuant toof the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which R&G or an R&G Significant Subsidiary is a party, or by which any of their respective properties or assets may be bound or affected, except with respect to (ii) and (iii) violate above, such as individually or in the aggregate will not have a Material Adverse Effect on R&G on a consolidated basis and which will not prevent or delay the consummation of the transactions contemplated hereby. Except for consents and approvals of or filings or registrations with or notices to the OTS and the FRB, no consents or approvals of or filings or registrations with or notices to any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T or any BB&T SubsidiaryGovernmental Entity are required on behalf of R&G and Holdings in connection with (i) the execution and delivery of this Agreement by R&G and Holdings and (ii) the completion by R&G and Holdings of the transactions contemplated hereby. (c) Other than As of the date hereof, R&G and Holdings are not aware of any reasons relating to R&G or an R&G Subsidiary why all consents or and approvals required from, or notices to, shall not be procured from all regulatory authorities agencies having jurisdiction over the transactions contemplated by this Agreement as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is shall be necessary for the consummation by BB&T of the Merger and the other transactions contemplated in by this Agreement.

Authorized and Effective Agreement. (a) BB&T One Valley has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvalsgovernmental approvals and the receipt of approval of the One Valley shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Agreement, the Articles of Merger and the BB&T Option Agreement. The execution and delivery of this Agreement and the Articles of Merger, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action action, except, in respect thereof on the part case of BB&T. this Agreement and the Plan of Merger, the approval of the One Valley shareholders pursuant to and to the extent required by applicable law. This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations of BB&TOne Valley, and each is enforceable against BB&T One Valley in accordance with its terms, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership receivership, or other similar laws in effect from time to time in effect relating to or affecting the enforcement of the rights of creditors of FDIC-insured institutions or the enforcement of creditors' rights generally; and (ii) general principles of equity (whether applied in a court of law or in equity). (b) Neither the execution and delivery of this Agreement, the Articles of Merger or the BB&T Option Agreement, nor consummation of the transactions contemplated by this Agreement or the Articles of Merger, nor consummation of the transactions contemplated hereby, nor compliance by BB&T One Valley with any of the provisions hereof or thereof thereof, shall (i) conflict with or result in a breach of any provision of the Articles of Incorporation or bylaws of BB&T One Valley or any BB&T One Valley Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T One Valley or any BB&T One Valley Subsidiary pursuant to, any note, bond, mortgage, indenture, license, permit, contract, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T One Valley or any BB&T One Valley Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T One Valley of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) BB&T First Banking has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvalsgovernmental approvals and the receipt of approval of the First Banking shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Agreement, the Articles of Merger and the BB&T Option Agreement. The execution and delivery of this Agreement Agreement, the Articles of Merger and the BB&T Option Agreement, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action action, except, in respect thereof on the part case of BB&T. This this Agreement and the Plan of Merger, the approval of the First Banking shareholders pursuant to and to the extent required by applicable law. This Agreement, the Plan of Merger attached hereto and the BB&T Option Agreement constitute legal, valid and binding obligations of BB&TFirst Banking, and each is enforceable against BB&T First Banking in accordance with its terms, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership receivership, or other similar laws in effect from time to time in effect relating to or affecting the enforcement of the rights of creditors of FDIC-insured institutions or the enforcement of creditors' rights generally; and (ii) general principles of equity (whether applied in a court of law or in equity). (b) Neither the execution and delivery of this Agreement or Agreement, the Articles of MergerMerger or the BB&T Option Agreement, nor consummation of the transactions contemplated herebyhereby or thereby, nor compliance by BB&T First Banking with any of the provisions hereof or thereof thereof, shall (i) conflict with or result in a breach of any provision of the Articles of Incorporation or bylaws of BB&T First Banking or any BB&T First Banking Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T First Banking or any BB&T First Banking Subsidiary pursuant to, any note, bond, mortgage, indenture, license, permit, contract, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T First Banking or any BB&T First Banking Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T First Banking of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) BB&T has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvals) perform all of its obligations under this Agreement. The execution and delivery of this Agreement and consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations of BB&T, and each is enforceable against BB&T in accordance with its terms, in each case subject to (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws in effect from time to time relating to or affecting the enforcement of the rights of creditors; and (ii) general principles of equity. (b) Neither the execution and delivery of this Agreement or the Articles of Merger, nor consummation of the transactions contemplated hereby, nor compliance by BB&T with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the Articles of Incorporation or bylaws of BB&T or any BB&T Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T or any BB&T Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T or any BB&T Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) BB&T Each of Buyer and Merger Sub has all requisite corporate power and authority to enter into this Agreement and (subject to filing of notices and applications with, and the receipt of all necessary government approvalsapprovals of Regulatory Authorities) to perform all of its obligations under this Agreementhereunder. This Agreement and the Cash-Out Merger have been duly authorized by the Boards of Directors of Buyer and Merger Sub and no other corporate action is required by any of them with respect to the Cash-Out Merger. The execution Bank Merger and delivery Plan of this Bank Merger have been approved by the Board of Directors of Buyer acting on behalf of Buyer as the sole stockholder of Buyer Bank. This Agreement and consummation of the transactions contemplated hereby have has been duly and validly authorized executed and delivered by all necessary corporate action in respect thereof on Buyer and Merger Sub and, assuming due authorization, execution and delivery by Seller, constitutes the part of BB&T. This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations obligation of BB&Teach of Buyer and Merger Sub, and each is enforceable against BB&T each of them in accordance with its terms, in each case subject subject, as to (i) enforceability, to bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or insolvency and other similar laws in effect from time to time of general applicability relating to or affecting the enforcement of the creditors' rights of creditors; and (ii) to general principles of equityequity principles. (b) Neither the execution and delivery of this Agreement or the Articles of MergerAgreement, nor consummation completion of the transactions contemplated herebyTransactions, nor compliance by BB&T Buyer or any of its Subsidiaries with any of the provisions hereof does or thereof shall will (i) conflict with or result in a breach of any provision provisions of the Articles articles of Incorporation incorporation or bylaws of BB&T Buyer or any BB&T Subsidiaryof the governing documents of any of its Subsidiaries, (ii) constitute violate, conflict with or result in a breach of any term, condition or provision of, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation or acceleration with respect tounder, or result in the creation of any lien, charge or encumbrance Lien upon any property or asset of BB&T Buyer or any BB&T Subsidiary of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligationobligation to which Buyer or any of its Subsidiaries is a party, or by which any of their properties or assets may be bound or affected, or (iii) subject to filing of notices and applications with, and the receipt of all required approvals from Regulatory Authorities, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T Buyer or any BB&T Subsidiaryof its Subsidiaries. (c) Other than Except for the filings and approvals contemplated by Section 4.5(c), no consents or approvals required fromof or filings or registrations with any Governmental Entity or with any third party are necessary on the part of Buyer or any of its Subsidiaries in connection with the completion of the Transactions. (d) As of the date hereof, Buyer is not aware of any reasons relating to Buyer or notices to, regulatory authorities any of its Subsidiaries (including CRA compliance) why all consents and approvals shall not be procured from all Regulatory Authorities having jurisdiction over the Transactions as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is shall be necessary for the consummation by BB&T completion of the Merger and the other transactions contemplated in this AgreementTransactions.

Authorized and Effective Agreement. (a) BB&T has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government and regulatory approvals) perform all of its obligations under this Agreement. The execution and delivery of this Agreement and consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations of BB&T, and each is enforceable against BB&T in accordance with its terms, in each case subject to (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws in effect from time to time relating to or affecting the enforcement of the rights of creditors; and (ii) general principles of equity. (b) Neither the execution and delivery of this Agreement or the Articles of Merger, nor consummation of the transactions contemplated hereby, nor compliance by BB&T with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the Articles of Incorporation or bylaws of BB&T or any BB&T Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T or any BB&T Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T or any BB&T Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) BB&T has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvals) perform all of its obligations under this Agreement. The execution and delivery of this Agreement and consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations of BB&T, and each is enforceable against BB&T in accordance with its terms, in each case subject to (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws in effect from time to time relating to or affecting the enforcement of the rights of creditors; and (ii) general principles of equity. (b) Neither the execution and delivery of this Agreement or the Articles of Merger, nor consummation of the transactions contemplated hereby, nor compliance by BB&T with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the Articles of Incorporation or bylaws Bylaws of BB&T or any BB&T Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T or any BB&T Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T or any BB&T Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) BB&T Virginia First has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvalsgovernmental approvals and the receipt of approval of the Virginia First shareholders of this Agreement and the Plan of Merger) to perform all of its obligations under this Agreement, the Articles of Merger and the SNC Option Agreement. The execution and delivery of this Agreement Agreement, the Articles of Merger and the SNC Option Agreement, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof on thereof, except in the part case of BB&T. This this Agreement and the Plan of Merger, the approval of Virginia First shareholders pursuant to and to the extent required by applicable law. This Agreement, the Plan of Merger attached hereto and the SNC Option Agreement constitute legal, valid and binding obligations of BB&TVirginia First, and each is enforceable against BB&T Virginia First in accordance with its terms, in each such case subject to (i) bankruptcy, fraudulent transfer, insolvency, moratorium, reorganization, conservatorship, receivership receivership, or other similar laws in effect from time to time in effect relating to or affecting the enforcement of the rights of creditors of FDIC insured institutions or the enforcement of creditors' rights generally; and (ii) general principles of equity, and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate court. (b) Neither the execution and delivery of this Agreement or Agreement, the Articles of MergerMerger or the SNC Option Agreement, nor consummation of the transactions contemplated herebyhereby or thereby, nor compliance by BB&T Virginia First with any of the provisions hereof or thereof thereof, shall (i) conflict with or result in a breach of any provision of the Articles articles of Incorporation incorporation or bylaws by-laws of BB&T Virginia First or any BB&T Virginia First Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T Virginia First or any BB&T Virginia First Subsidiary pursuant to, any note, bond, mortgage, indenture, license, permit, contract, agreement or other instrument or obligation, or (iii) subject to receipt of all required governmental approvals, violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T Virginia First or any BB&T Virginia First Subsidiary. (c) Other than consents or approvals required from, or notices to, from regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T Virginia First of the Merger and the other transactions contemplated in this Agreement. (d) Effective prior to execution of this Agreement, Virginia First has taken all action necessary to redeem the rights pursuant to the Rights Agreement described under the definition of "Virginia First Common Stock," or to amend or terminate such Rights Agreement, so that execution of this Agreement and the SNC Option Agreement and consummation of the transactions contemplated herein and therein, including without limitation consummation of the Merger pursuant to this Agreement or acquisition of shares pursuant to the SNC Option Agreement, shall not result in the grant of any rights to any person under the Rights Agreement or enable or require any of the rights thereunder to be exercised, distributed or triggered.

Authorized and Effective Agreement. (a) Each of BB&T and BB&T Financial has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvals) perform all of its obligations under this Agreement. The execution and delivery of this Agreement and consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. each of BB&T and BB&T Financial. This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations of BB&TBB&T and BB&T Financial, and each is enforceable against BB&T and BB&T Financial in accordance with its terms, in each case subject to (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws in effect from time to time relating to or affecting the enforcement of the rights of creditors; and (ii) general principles of equity (whether applied in a court of law or in equity), and except that the availability of equitable remedies or injunctive relief is within the discretion of the appropriate court. (b) Neither the execution and delivery of this Agreement or the Articles of Merger, nor consummation of the transactions contemplated hereby, nor compliance by BB&T or BB&T Financial with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the Articles of Incorporation or bylaws of BB&T or any BB&T Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T or any BB&T Subsidiary pursuant to, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T or any BB&T Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b)) hereof, no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T and BB&T Financial of the Merger and the other transactions contemplated in this Agreement.

Authorized and Effective Agreement. (a) BB&T SNC has all requisite corporate power and authority to enter into and (subject to receipt of all necessary government approvalsapprovals and receipt of required approval of shareholders of SNC of the issuance of shares pursuant to this Agreement) perform all of its obligations under this Agreement, the SNC Option Agreement and the UCB Option Agreement. The execution and delivery of this Agreement Reorganization Agreement, the Articles of Merger and said Option Agreements, and consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action in respect thereof on the part of BB&T. SNC, except in the case of this Agreement and the Plan of Merger, the approval of SNC shareholders pursuant to and to the extent required by applicable law or regulation. This Agreement and the Plan of Merger attached hereto constitute legal, valid and binding obligations of BB&TSNC, and each is enforceable against BB&T SNC in accordance with its terms, in each case subject to (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws in effect from time to time relating to or affecting the enforcement of the rights of creditors; and (ii) general principles of equity, and except that the availability of remedies or injunctive relief is within the discretion of the appropriate court. (b) Neither the execution and delivery of this Agreement, the SNC Option Agreement or the Articles of MergerUCB Option Agreement, nor consummation of the transactions contemplated herebyhereby or thereby, nor compliance by BB&T SNC with any of the provisions hereof or thereof shall (i) conflict with or result in a breach of any provision of the Articles articles of Incorporation incorporation or bylaws of BB&T SNC or any BB&T SNC Subsidiary, (ii) constitute or result in a breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or encumbrance upon any property or asset of BB&T SNC or any BB&T SNC Subsidiary pursuant to, to any note, bond, mortgage, indenture, license, agreement or other instrument or obligation, which would have a material adverse effect on the business, operations or financial condition of SNC and the SNC Subsidiaries taken as a whole, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to BB&T SNC or any BB&T SNC Subsidiary. (c) Other than consents or approvals required from, or notices to, regulatory authorities as provided in Section 5.4(b), no notice to, filing with, or consent of, any public body or authority is necessary for the consummation by BB&T of the Merger and the other transactions contemplated in this Agreement.