Common use of Regulatory Approvals; No Defaults Clause in Contracts

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.03(f) of TCFC’s Disclosure Schedule, no consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority are required to be made or obtained in connection with the execution, delivery or performance by TCFC of this Agreement and by CBC of the Bank Merger Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authorities, as applicable, in connection with the issuance of SHBI Common Stock in the Merger, (C) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFIC, (E) the TCFC Shareholder Approval and the SHBI Shareholder Approval and (F) the consent of CBC’s and Shore United’s sole shareholder. To the Knowledge of TCFC, there is no reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i1) Except as set forth in Section 5.03(f) of TCFC’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by the Acquiror or any of its Subsidiaries in connection with the execution, delivery or performance by TCFC the Acquiror of this Agreement and by CBC of the Bank Merger Agreement, or to consummate the Transaction, Merger except for (A) filings the filing of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authoritiesnotices, as applicable, with the OTS, the NJBD and the FDIC with respect to the Merger and the Subsidiary Combination; (B) approval of the listing on the NYSE of the Acquiror Common Stock to be issued in the Merger (and related Acquiror Rights); (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of a certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL and the filing of a certificate of merger with the Secretary of State of the State of New Jersey pursuant to the NJBCA; and (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of SHBI Acquiror Common Stock in the Merger. As of the date hereof, (C) approval the Acquiror is not aware of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFIC, (E) the TCFC Shareholder Approval and the SHBI Shareholder Approval and (F) the consent of CBC’s and Shore United’s sole shareholder. To the Knowledge of TCFC, there is no any reason why the approvals set forth above and referred of all Governmental Authorities necessary to in Section 7.01(b) permit consummation of the transactions contemplated hereby will not be received in a timely manner and without the imposition of a condition, restriction condition or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.03(f5.04(f) of TCFCSHBI’s Disclosure Schedule, no consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority are required to be made or obtained in connection with the execution, delivery or performance by TCFC SHBI of this Agreement and by CBC Shore United of the Bank Merger Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authorities, as applicable, in connection with the issuance of SHBI Common Stock in the Merger, (C) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFIC, (E) the TCFC SHBI Shareholder Approval and the SHBI TCFC Shareholder Approval and (F) the consent of CBC’s and Shore United’s sole shareholder. To the Knowledge of TCFCSHBI, there is no reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.03(f) of TCFC’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by United or any of its Subsidiaries in connection with the execution, delivery or performance by TCFC United of this Agreement and by CBC of the Bank Merger Agreement, or to consummate the Transaction, Merger except for (A) filings the filing of applications and notices, as applicable, with the federal and state banking and thrift authorities; (B) the adoption and approval by the shareholders of United of the Articles Amendment as contemplated hereby; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of applications or notices with, with the U.S. Department of Justice and approvals or waivers by, Federal Trade Commission pursuant to the FRB, H-S-R Act; (E) the MD OCFR filing of a certificate of merger with the Delaware Secretary pursuant to the DGCL and the OCC, as required, (B) filings by SHBI filing of articles of merger and the Articles Amendment with the SEC and state West Virginia Secretary; (F) such filings as are required to be made or approvals as are required to be obtained under the securities authorities, as applicable, or "Blue Sky" laws of various states in connection with the issuance of SHBI Common United Stock in the Merger, (C) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL ; and (2G) receipt of the Bank Merger Agreement with approvals set forth in Section 7.01(b). As of the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFICdate hereof, (E) the TCFC Shareholder Approval and the SHBI Shareholder Approval and (F) the consent United is not aware of CBC’s and Shore United’s sole shareholder. To the Knowledge of TCFC, there is no any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i1) Except as set forth in Section 5.03(f) of TCFC’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by the Acquiror or any of its Subsidiaries in connection with the execution, delivery or performance by TCFC the Acquiror of this Agreement and by CBC of or the Bank Merger Agreement, Stock Option Agreement or to consummate the Transaction, Merger or the other transactions contemplated hereby except for (A) filings the filing of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authoritiesnotices, as applicable, with the Federal Reserve System and the NCCOB with respect to the Merger; (B) the filing of a notification, and expiration of the related waiting period under the HSR Act, (C) approval of the listing on the NYSE of the Acquiror Common Stock to be issued in the Merger; (D) the filing and declaration of effectiveness by the SEC of the Registration Statement; (E) the filing of articles of merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA; (F) approval by the Minister of Finance and the Office of the Superintendent of Financial Institutions under the Bank Act (Canada), and (G) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of SHBI Acquiror Common Stock in the Merger. As of the date hereof, (C) approval the Acquiror is not aware of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFIC, (E) the TCFC Shareholder Approval and the SHBI Shareholder Approval and (F) the consent of CBC’s and Shore United’s sole shareholder. To the Knowledge of TCFC, there is no any reason why the approvals set forth above and referred of all Governmental Authorities necessary to in Section 7.01(b) permit consummation of the transactions contemplated hereby will not be received in a timely manner and without the imposition of a condition, restriction condition or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.03(f) of TCFC’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Washington Federal or any of its Subsidiaries in connection with the execution, delivery or performance by TCFC Washington Federal of this Agreement and by CBC WFS of the Bank Merger Agreement, Agreement or to consummate the Transaction, except for (A) filings of applications or notices with, with and approvals or waivers by, by the FRB, the MD OCFR FDIC, the OTS and the OCCDepartment, as required, (B) filings by SHBI with the SEC and state securities authorities, as applicable, in connection with the submission of this Agreement for the approval of the holders of First Mutual Common Stock and the issuance of SHBI Washington Federal Common Stock in the Merger, (C) the approval of the listing on Nasdaq of such SHBI the Washington Federal Common Stock on to be issued in the Nasdaq, Merger and (D) the filing of (1) the Articles of Merger with the MD SDAT Secretary of State of the State of Washington and the Department pursuant to the MDGCL WBCA and (2) the Bank Merger Agreement RCW and the filing of Articles of Combination with the OCC and MD SDAT and the MD OCFR OTS pursuant to OTS regulations. As of the MDGCL and the MFICdate hereof, (E) the TCFC Shareholder Approval and the SHBI Shareholder Approval and (F) the consent Washington Federal is not aware of CBC’s and Shore United’s sole shareholder. To the Knowledge of TCFC, there is no any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.03(f) of TCFC’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority court, administrative agency or commission or other governmental authority or instrumentality or with any third party are required to be made or obtained by Wachovia or any of its Subsidiaries in connection with the execution, delivery or performance by TCFC Wachovia of this Agreement and by CBC of the Bank Merger Agreement, or to consummate the Transaction, Merger except for (A) filings the filing of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authoritiesnotices, as applicable, with the federal and state banking authorities; (B) approval of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the North Carolina Secretary pursuant to the NCBCA and the Corporation Commission pursuant to the VSCA; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of SHBI Common Wachovia Stock in the Merger, (C) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFIC, (E) the TCFC Shareholder Approval and the SHBI Shareholder Approval ; and (F) receipt of the consent approvals set forth in Section 7.01(b). As of CBC’s and Shore United’s sole shareholder. To the Knowledge date hereof, Wachovia is not aware of TCFC, there is no any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.03(f) of TCFC’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority court, administrative agency or commission or other governmental authority or instrumentality or with any third party are required to be made or obtained by Wachovia or any of its Subsidiaries in connection with the execution, delivery or performance by TCFC Wachovia of this Agreement and by CBC of the Bank Merger Agreement, or to consummate the Transaction, Merger except for (A) filings the filing of a notice under the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (the "HSR Xxx"); (X) xxx xiling of applications or notices withand notices, xx xxxxxxxxxx, with federal and approvals or waivers by, Florida banking authorities; (C) approval of the FRB, listing on the MD OCFR NYSE of Wachovia Common Stock to be issued in the Merger; (D) the filing and declaration of effectiveness of the Registration Statement; (E) the filing of articles of merger with the North Carolina Secretary pursuant to the NCBCA and the OCC, Florida Department of State pursuant to the FBCA; (F) such filings as required, (B) filings by SHBI with are required to be made or approvals as are required to be obtained under the SEC and state securities authorities, as applicable, or "Blue Sky" laws of various states in connection with the issuance of SHBI Common Wachovia Stock in the Merger, (C) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL ; and (2G) receipt of the Bank Merger Agreement with approvals set forth in Section 7.01(b). As of the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFICdate hereof, (E) the TCFC Shareholder Approval and the SHBI Shareholder Approval and (F) the consent Wachovia is not aware of CBC’s and Shore United’s sole shareholder. To the Knowledge of TCFC, there is no any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.03(f) of TCFC’s Disclosure SchedulePreviously Disclosed, no consents or approvals of, or waivers by, or notices to, or filings or registrations with, the shareholders of CSB, any Governmental Authority or with any third party are required to be made or obtained by CSB or any of its Significant Subsidiaries in connection with the execution, delivery or performance by TCFC CSB of this Agreement and by CBC of the Bank Merger Agreement, or to consummate the Transaction, Merger except for (A) filings the filing of applications or notices withapplications, notices, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authoritiesAgreement to Merge, as applicable, with the federal and state banking authorities to approve the transactions contemplated by this Agreement; (B) the filing and declaration of effectiveness of the Registration Statement; (C) the filings of the certificate of merger with the OSS pursuant to the OGCL and the articles of merger with the PDS pursuant to the PBCL; (D) such filings as are required to be made or approvals as are required to be obtained under the securities or “Blue Sky” laws of various states in connection with the issuance of SHBI CSB Common Stock Shares in the Parent Merger, (C) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL ; and (2) the Bank Merger Agreement with the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFIC, (E) receipt of the TCFC Shareholder Approval and approvals set forth in Section 7.01(b). As of the SHBI Shareholder Approval and (F) the consent of CBC’s and Shore United’s sole shareholder. To the date hereof, CSB has no Knowledge of TCFC, there is no any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.03(f) of TCFC’s Disclosure Schedule, no No consents or approvals --------------------------------- of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by the Acquiror or any of its Subsidiaries in connection with the execution, delivery or performance by TCFC the Acquiror, the Bank or Merger Sub of this Agreement and by CBC of the Bank Merger Agreement, or to consummate the Transaction, Merger except for (A) filings the filing of applications or notices with, and approvals or waivers by, a notice under the FRB, the MD OCFR and the OCC, as requiredHSR Act, (B) filings by SHBI with the SEC filing of applications and state securities authoritiesnotices, as applicable, with the OTS and the FDIC; (C) approval of the listing on the NYSE of the Acquiror Common Stock to be issued in the Merger (and related Acquiror Rights); (D) the filing and declaration of effectiveness of the Registration Statement; (E) the filing of a certificate of merger with the Secretary of State of the State of Delaware pursuant to the DGCL; and (F) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of SHBI Acquiror Common Stock in the Merger. As of the date hereof, (C) approval the Acquiror is not aware of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFIC, (E) the TCFC Shareholder Approval and the SHBI Shareholder Approval and (F) the consent of CBC’s and Shore United’s sole shareholder. To the Knowledge of TCFC, there is no any reason why the approvals set forth above and referred of all Governmental Authorities necessary to in Section 7.01(b) permit consummation of the transactions contemplated hereby will not be received in a timely manner and without the imposition of a condition, restriction condition or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.03(f) of TCFC’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority court, administrative agency or commission or other governmental authority or instrumentality or with any third party are required to be made or obtained by Wachovia or any of its Subsidiaries in connection with the execution, delivery or performance by TCFC Wachovia of this Agreement and by CBC of the Bank Merger Agreement, or to consummate the Transaction, Merger except for (A) filings the filing of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authoritiesnotices, as applicable, with the federal and state banking authorities; (B) approval of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Registration Statement or the receipt by Wachovia of the Fairness Order; (D) the filing of articles of merger with the North Carolina Secretary pursuant to the NCBCA and the Florida Department of State pursuant to the FBCA; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of SHBI Common Wachovia Stock in the Merger, (C) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFIC, (E) the TCFC Shareholder Approval and the SHBI Shareholder Approval ; and (F) receipt of the consent approvals set forth in Section 7.1(b). As of CBC’s and Shore United’s sole shareholder. To the Knowledge date hereof, Wachovia is not aware of TCFC, there is no any reason why the approvals set forth above and referred to in Section 7.01(b7.1(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b7.1(b).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.03(f) of TCFC’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by CCBI or any of its Subsidiaries in connection with the execution, delivery or performance by TCFC CCBI and CCB of this Agreement and by CBC of the Bank Merger Agreement, respectively, or to consummate the Transaction, except as Previously Disclosed and except for (A) filings of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as requiredOTS, (B) any notices required to be filed under the HSR, (C) filings by SHBI with the SEC and state securities authorities, as applicable, in connection with the issuance submission of SHBI Common Stock in this Agreement for the Merger, (C) approval of listing the holders of such SHBI CCBI Common Stock on the NasdaqStock, (D) the filing of the Delaware Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL with respect to the Merger, (1E) the filing of the Nevada Articles of Merger with the MD SDAT Secretary of State of the State of Nevada pursuant to the MDGCL and (2) the Bank Merger Agreement NGCL with the OCC and MD SDAT and the MD OCFR pursuant respect to the MDGCL and the MFICMerger, (E) the TCFC Shareholder Approval and the SHBI Shareholder Approval and (F) the consent approval of CBC’s this Agreement by the holders of the outstanding shares of CCBI Common Stock and Shore United’s sole shareholder. To (G) the Knowledge consents and approvals of TCFCthird parties which are not Governmental Authorities, there is no reason why the approvals set forth above and referred failure of which to in Section 7.01(b) be obtained will not have and would not be received reasonably expected to have, individually or in the aggregate, a timely manner and without the imposition of a condition, restriction Material Adverse Effect on CCBI or requirement of the type described in Section 7.01(b)Washington Mutual.

Regulatory Approvals; No Defaults. (i) Except as set forth for (A) the Regulatory Approvals, (B) compliance with the applicable requirements of the Exchange Act and the Securities Act, including the filing with the FDIC of the Joint Proxy Statement in Section 5.03(fdefinitive form relating to the Parent Meeting and the transactions contemplated by this Agreement, (C) the filing of TCFC’s Disclosure ScheduleArticles of Merger with the SCC and Articles of Combination with the OCC, no consents or approvals of, or waivers by, or (D) any notices to, to or filings or registrations withwith the Small Business Administration, any Governmental Authority (E) such filings and approvals as are required to be made or obtained in connection with under the execution, delivery securities or performance by TCFC of this Agreement and by CBC “Blue Sky” laws of the Bank Merger Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authorities, as applicable, various states in connection with the issuance of SHBI shares of Parent Common Stock in the Mergerpursuant to this Agreement, (CF) approval of listing the shares of such SHBI Parent Common Stock to be issued pursuant to this Agreement on the NasdaqNASDAQ Global Select Market, and (DG) the filing consents and approvals of (1) third parties that are not Governmental Authorities required to consummate the Articles Merger, no consents or approvals of Merger or notices to or filings with any Governmental Authority or other third party are necessary in connection with the MD SDAT pursuant to the MDGCL execution and (2) the Bank Merger delivery of this Agreement with the OCC and MD SDAT and the MD OCFR pursuant to consummation by Parent of the MDGCL Merger and the MFICother transactions contemplated by this Agreement. As of the date hereof, (E) the TCFC Shareholder Approval and the SHBI Shareholder Approval and (F) the consent of CBC’s and Shore United’s sole shareholder. To to the Knowledge of TCFCParent, there is no reason why the approvals set forth above and referred to in Section 7.01(b) will requisite Regulatory Approvals would not be received in on a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)basis.

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.03(f) of TCFC’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority court, administrative agency or commission or other governmental authority or instrumentality or with any third party are required to be made or obtained by Wachovia or any of its Subsidiaries in connection with the execution, delivery or performance by TCFC Wachovia of this Agreement and by CBC of the Bank Merger Agreement, or to consummate the Transaction, Merger except for (A) filings the filing of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authoritiesnotices, as applicable, with federal and state banking authorities; (B) approval of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the Secretary of State of the State of North Carolina pursuant to the NCBCA and the Secretary of State of the State of Florida pursuant to the FBCA; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of SHBI Wachovia Common Stock in the Merger, (C) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFIC, (E) the TCFC Shareholder Approval and the SHBI Shareholder Approval ; and (F) receipt of the consent approvals set forth in Section 7.01(b). As of CBC’s and Shore United’s sole shareholder. To the Knowledge date hereof, Wachovia is not aware of TCFC, there is no any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.03(f) of TCFC’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Zions or any of its Subsidiaries in connection with the execution, delivery or performance by TCFC Zions of this Agreement and by CBC of the Bank Merger Agreement, or to consummate the Transaction, Merger except for (A) filings the filing of applications an application or notices withnotice under Section 3 of the BHC Act and Regulation Y of the Federal Reserve Board, and approvals the approval or waivers by, waiver thereof by the FRB, the MD OCFR and the OCC, as required, Federal Reserve Bank of San Francisco; (B) filings by SHBI the filing and approval of an application with the SEC Commissioner and state the FDIC; (C) the approval of the listing on the Nasdaq of Zions Common Stock to be issued in the Merger; (D) the filing and declaration of effectiveness of the Registration Statement; (E) such filings as are required to be made or approvals as are required to be obtained under the securities authorities, as applicable, or "Blue Sky" laws of various states in connection with the issuance of SHBI Common Zions Stock in the Merger; (F) the filing, if any, of an agreement of merger with the Utah Division pursuant to the UBCA and (C) approval of listing of such SHBI Common Stock on the Nasdaq, (DG) the filing of (1) the Articles a certificate of Merger merger with the MD SDAT Delaware Secretary pursuant to the MDGCL and (2) the Bank Merger Agreement DGCL. Zions intends to file a notice with the OCC and MD SDAT and the MD OCFR Federal Reserve Bank of San Francisco pursuant to Section 225.12(d)(2) of Regulation Y. As of the MDGCL and the MFICdate hereof, (E) the TCFC Shareholder Approval and the SHBI Shareholder Approval and (F) the consent Zions is not aware of CBC’s and Shore United’s sole shareholder. To the Knowledge any fact or circumstance pertaining to Zions or any of TCFC, there is no reason why its Subsidiaries or Affiliates that could reasonably be expected to cause the approvals and waivers set forth above and referred to in Section 7.01(b) will not be to received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.03(f) of TCFC’s Disclosure Schedule, no No consents or --------------------------------- approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority court, administrative agency or commission or other governmental authority or instrumentality or with any third party are required to be made or obtained by Zions or any of its Subsidiaries in connection with the execution, delivery or performance by TCFC Zions of this Agreement and by CBC of the Bank Merger Agreement, or to consummate the Transaction, Merger except for (A) filings the filing of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authoritiesnotices, as applicable, with the federal and state banking authorities; (B) approval of the listing on the NASDAQ of Zions Common Stock to be issued in the Merger; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the Corporation Division pursuant to the UBCA and the Colorado Secretary pursuant to the CBCA and the issuance of related certificates of merger; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of SHBI Common Zions Stock in the Merger, (C) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFIC, (E) the TCFC Shareholder Approval and the SHBI Shareholder Approval ; and (F) receipt of the consent approvals set forth in Section 7.01(b). As of CBC’s and Shore United’s sole shareholder. To the Knowledge date hereof, Zions is not aware of TCFC, there is no any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.03(ffor (A) the filing of TCFC’s Disclosure Scheduleany required applications, no consents or approvals of, or waivers by, filings or notices towith the FRB, the SCC and the OCC and approval of or non-objection to such applications, filings and notices (the “Regulatory Approvals”), (B) compliance with the applicable requirements of the Exchange Act and the Securities Act, including the filing with the SEC of the Joint Proxy Statement in definitive form relating to the Company Meeting and the transactions contemplated by this Agreement, (C) the filing of Articles of Merger with the SCC and Articles of Combination with the OCC, (D) the filing of Articles of Amendment with the SCC to effect the Company Articles Amendment, (E) any notices to or filings or registrations withwith the Small Business Administration, any Governmental Authority (F) such filings and approvals as are required to be made or obtained in connection with under the execution, delivery securities or performance by TCFC of this Agreement and by CBC “Blue Sky” laws of the Bank Merger Agreement, or to consummate the Transaction, except for (A) filings of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authorities, as applicable, various states in connection with the issuance of SHBI shares of Parent Common Stock in the Mergerpursuant to this Agreement, (CG) approval of listing the shares of such SHBI Parent Common Stock to be issued pursuant to this Agreement on the NasdaqNASDAQ Global Select Market, and (DH) the filing consents and approvals of (1) third parties that are not Governmental Authorities required to consummate the Articles Merger, no consents or approvals of Merger or notices to or filings with any Governmental Authority or other third party are necessary in connection with the MD SDAT pursuant to the MDGCL execution and (2) the Bank Merger delivery of this Agreement with the OCC and MD SDAT and the MD OCFR pursuant to consummation by the MDGCL Company and Bank Subsidiary of the Merger and the MFICother transactions contemplated by this Agreement. As of the date hereof, (E) the TCFC Shareholder Approval and the SHBI Shareholder Approval and (F) the consent of CBC’s and Shore United’s sole shareholder. To to the Knowledge of TCFCeach of the Company and Bank Subsidiary, there is no reason why the approvals set forth above and referred to in Section 7.01(b) will requisite Regulatory Approvals would not be received in on a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b)basis.

Regulatory Approvals; No Defaults. (i) Except as set forth in Section 5.03(f) of TCFC’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority court, administrative agency or commission or other governmental authority or instrumentality or with any third party are required to be made or obtained by Wachovia or any of its Subsidiaries in connection with the execution, delivery or performance by TCFC Wachovia of this Agreement and by CBC of the Bank Merger Agreement, or to consummate the Transaction, Merger except for (A) filings the filing of applications or notices with, and approvals or waivers by, the FRB, the MD OCFR and the OCC, as required, (B) filings by SHBI with the SEC and state securities authoritiesnotices, as applicable, with the federal and state banking authorities; (B) approval of the listing on the NYSE of Wachovia Common Stock to be issued in the Merger and, if required to consummate the Merger, the adoption and approval by the shareholders of Wachovia of this Agreement; (C) the filing and declaration of effectiveness of the Registration Statement; (D) the filing of articles of merger with the Corporation Commission pursuant to the VSCA and the North Carolina Secretary pursuant to the NCBCA and the issuance of related certificates of merger; (E) such filings as are required to be made or approvals as are required to be obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of SHBI Common Wachovia Stock in the Merger, (C) approval of listing of such SHBI Common Stock on the Nasdaq, (D) the filing of (1) the Articles of Merger with the MD SDAT pursuant to the MDGCL and (2) the Bank Merger Agreement with the OCC and MD SDAT and the MD OCFR pursuant to the MDGCL and the MFIC, (E) the TCFC Shareholder Approval and the SHBI Shareholder Approval ; and (F) receipt of the consent approvals set forth in Section 7.01(b). As of CBC’s and Shore United’s sole shareholder. To the Knowledge date hereof, Wachovia is not aware of TCFC, there is no any reason why the approvals set forth above and referred to in Section 7.01(b) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b).

Regulatory Approvals; No Defaults. (ia) Except as set forth in Section 5.03(f) of TCFC’s Disclosure Schedule, no No consents or approvals of, or waivers by, or notices to, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by Lincoln in connection with the execution, delivery or performance by TCFC the Lincoln parties of this Agreement and by CBC of or the Bank Merger Agreement, as applicable, or to consummate the TransactionTransactions and the other transactions contemplated hereby and thereby, except for (A) filings of applications or notices with, and approvals or waivers by, the FRBFederal Reserve Board, the MD OCFR FDIC, the Connecticut Banking Department and the OCCNJDBI, as required, (B) filings by SHBI with the SEC and state securities authorities, as applicable, authorities in connection with the issuance solicitation of SHBI Common Stock in proxies from LPB’s shareholders for approval of the Holding Company Merger, (C) approval if required by any Governmental Authority, the filing of listing Articles of Merger with such SHBI Common Stock on the NasdaqGovernmental Authority, (D) the filing approval of this Agreement by (1) the Articles holders of Merger with a majority of the MD SDAT pursuant outstanding shares of LPB Common Stock represented at the LPB Meeting and entitled to the MDGCL vote and (2) the Bank Merger Agreement with holders of such other number of the OCC outstanding shares of LPB Common Stock represented at the LPB Meeting and MD SDAT entitled to vote as may be required by the Federal Reserve Board or other applicable Governmental Authority, and the MD OCFR pursuant to the MDGCL and the MFIC, (E) such corporate approvals and such consents or approvals of, or waivers by, or filings or registrations with, certain of the TCFC Shareholder Approval foregoing federal and state banking agencies in connection with the Holding Company Merger and the SHBI Shareholder Approval and (F) Bank Merger. As of the consent date of CBC’s and Shore United’s sole shareholder. To the Knowledge this Agreement, Lincoln is not aware of TCFC, there is no any reason why the approvals set forth above and referred to in Section 7.01(b8.1(c) will not be received in a timely manner and without the imposition of a condition, restriction or requirement of the type described in Section 7.01(b8.1(c), or that the requisite approval of LPB’s shareholders will not be obtained.