as a stock savings bank chartered under the laws of the Commonwealth of Pennsylvania with full corporate power and authority to own, lease and operate its properties, to conduct its business as described in the Registration Statement and the Prospectus, and to enter into and perform its obligations under this Agreement and the transactions contemplated hereby; and the Bank is duly qualified to transact business and is in good standing under the laws of the Commonwealth of Pennsylvania and in each other 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. (xxi) The authorized capital stock of the Bank is 10,000,000 shares of common stock, par value $.01 per share ("Bank Common Stock"), and 5,000,000 shares of preferred stock, par value $.01 per share ("Bank Preferred Stock"), and the issued and outstanding capital stock of the Bank is 3,442,383 shares of Bank Common Stock and zero shares of Bank Preferred Stock. No shares of Bank Preferred Stock have been or will be issued prior to the Closing Time referred to in Section 2 hereof. The issued and outstanding shares of Bank Common Stock have been duly and validly issued and are fully paid and nonassessable. Shares of Bank Common Stock owned beneficially and of record by the PA MHC are owned free and clear of any security interest, mortgage, pledge, lien, encumbrance or legal or equitable claim; the terms and provisions of the Bank Common Stock conform to all statements relating thereto contained in the Prospectus, and the certificates representing the shares of the Bank Common Stock comply with the requirements of applicable laws and regulations; and the issuance of the Bank Common