Common use of Capitalization of Subsidiary Clause in Contracts

Capitalization of Subsidiary. The authorized capital stock of ---------------------------- Subsidiary consists of (i) 1,000 Subsidiary Shares of which, as of January 12, 1996, 1,000 Subsidiary Shares were issued and outstanding. Parent has, and at the Closing hereunder Parent will have, good and valid title to all of the outstanding Subsidiary Shares, free and clear of any Liens. All outstanding Subsidiary Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Except as set forth above, there are no Subsidiary Securities outstanding. There are no outstanding obligations of Subsidiary to sell or to repurchase, redeem or otherwise acquire any Subsidiary Securities. Subsidiary has no subsidiaries.

Capitalization of Subsidiary. The authorized capital stock of ---------------------------- Subsidiary consists of (i) 1,000 Subsidiary Shares of which, as of January 12, 1996, 1,000 Subsidiary Shares were issued and outstanding. Parent has, and at the Closing hereunder Parent will have, good and valid title to all of the outstanding Subsidiary Shares, free and clear of any Liens. All outstanding Subsidiary Shares have been validly issued, and are fully paid, nonassessable and free of preemptive rights. Except as set forth above, there are no Subsidiary Securities outstanding. There are no outstanding obligations of Subsidiary to sell or to repurchase, redeem or otherwise acquire any Subsidiary Securities. Subsidiary has no subsidiaries.