to preemptive or other similar rights arising by operation of the law or, to counsel's knowledge after due inquiry, otherwise, except for subscription rights granted pursuant to the Plans. (viii) The issuance of the Securities is in compliance with all conditions imposed upon the Company, the MHCs and the Bank by the OTS under the terms of their written approval or notice of intention not to object, as applicable. 27 (ix) Each of the Company and the MHCs is registered as a savings and loan holding company under the Home Owners Loan Act. (x) The Bank is a member in good standing of the Federal Home Loan Bank of Pittsburgh and the deposit accounts of the Bank are insured by the FDIC up to the applicable limits. (xi) Each Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, and each of the Subsidiaries has full corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and Prospectus, and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify would not have a Material Adverse Effect; the activities of each Subsidiary are permitted to subsidiaries of a Pennsylvania-chartered savings bank, in the case of the Bank, and a federally chartered stock holding company, in the case of the Company, by the rules, regulations, resolutions and practices of the OTS, the Department and the FDIC; all of the issued and outstanding capital stock of each Subsidiary has been duly