Common use of Capital Position Clause in Contracts

Capital Position. (a) DE has authorized ten Membership Interests, all of which are issued and outstanding, duly authorized, validly issued, fully paid, and were issued in compliance with all federal and applicable state securities laws. Except as set forth in Exhibit 5.2(a), there are no equity securities of DE that are reserved for issuance or are outstanding. (b) Except as set forth in Exhibit 5.2(b) hereof, there are no outstanding offers, options, warrants, rights, calls, commitments, obligations (verbal or written), conversion rights, plans or other agreements (conditional or unconditional) of any character providing for, requiring or permitting the offer, sale, purchase or issuance of any Membership Interests of DE or any other securities (as such term is defined in the Securities Act of 1933, as amended). (c) Except as set forth in Exhibit 5.2(c) hereof, Membership Interests are owned by the Members of DE free and clear of all liens, charges, encumbrances or claims of any kind whatsoever.