Common use of Capital Stock Duly Authorized and Validly Issued Clause in Contracts

Capital Stock Duly Authorized and Validly Issued. All of the issued ------------------------------------------------ and outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and nonassessable; all of the issued and outstanding capital stock of each significant subsidiary of the Company has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equitable right, except as otherwise disclosed in writing to the Placement Agent; and none of the issued and outstanding capital stock of the Company or its Significant Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, under the charter, by-laws or code of regulations of the Company or any of its Significant Subsidiaries or under any agreement to which the Company or any of its Significant Subsidiaries is a party.

Capital Stock Duly Authorized and Validly Issued. All of the issued ------------------------------------------------ and outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and nonassessable; all of the issued and outstanding capital stock of each significant subsidiary of the Company has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equitable right, except as otherwise disclosed in writing to the Placement Agent; and none of the issued and outstanding capital stock of the Company or its Significant Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, under the charter, by-laws or code of regulations of the Company or any of its Significant Subsidiaries or under any agreement to which the Company or any of its Significant Subsidiaries is a party.

Capital Stock Duly Authorized and Validly Issued. All of the issued ------------------------------------------------ and outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and nonassessable; except as set forth in Schedule I(a)(xi) all of the issued and outstanding capital stock of each significant subsidiary of the Company has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equitable right, except as otherwise disclosed in writing to the Placement Agent; and none of the issued and outstanding capital stock of the Company or its Significant Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, under the charter, by-laws or code of regulations of the Company or any of its Significant Subsidiaries or under any agreement to which the Company or any of its Significant Subsidiaries is a party.

Capital Stock Duly Authorized and Validly Issued. All of the issued ------------------------------------------------ and outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and nonassessable; all of the issued and outstanding capital stock of each significant subsidiary of the Company has been duly authorized and validly issued, is fully paid and nonassessable and and, except as set forth in Schedule 1(a)(xiv), is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equitable right, except as otherwise disclosed in writing to the Placement Agent; and none of the issued and outstanding capital stock of the Company or its Significant Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, under the charter, by-laws or code of regulations of the Company or any of its Significant Subsidiaries or under any agreement to which the Company or any of its Significant Subsidiaries is a party.

Capital Stock Duly Authorized and Validly Issued. All of the issued ------------------------------------------------ and outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and nonassessable; all of the issued and outstanding capital stock of each significant subsidiary of the Company has been duly authorized and validly issued, is fully paid and nonassessable and and, except as set forth in Schedule 1(a)(xiv) attached hereto, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equitable right, except as otherwise disclosed in writing to the Placement Agent; and none of the issued and outstanding capital stock of the Company or its Significant Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, under the charter, by-laws or code of regulations of the Company or any of its Significant Subsidiaries or under any agreement to which the Company or any of its Significant Subsidiaries is a party.

Capital Stock Duly Authorized and Validly Issued. All of the issued ------------------------------------------------ and outstanding capital stock of the Company has been duly authorized and validly issued and is fully paid and nonassessable; all of the issued and outstanding capital stock of each significant subsidiary of the Company has been duly authorized and validly issued, is fully paid and nonassessable except to the extent such shares may be deemed assessable under 12 U.S.C. Section 18310, and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equitable right, except as otherwise disclosed in writing to the Placement Agent; and none of the issued and outstanding capital stock of the Company or its Significant Subsidiaries was issued in violation of any preemptive or similar rights arising by operation of law, under the charter, by-laws or code of regulations of the Company or any of its Significant Subsidiaries or under any agreement to which the Company or any of its Significant Subsidiaries is a party.