CAPITALIZATION; DEBENTURES. SCHEDULE 4.6 to this Agreement sets forth, for the Corporation (i) the number and class of shares of its Capital Stock authorized, issued and outstanding; and (ii) a description of any outstanding options, warrants or other rights and agreements to purchase or subscribe to any such shares or any other shares of Capital Stock or securities convertible into or exchangeable for such shares or other Capital Stock. All of the currently issued and outstanding shares of Capital Stock of the Corporation have been duly authorized and are validly issued, fully paid and nonassessable and have not been issued in violation of any applicable law, its certificate of incorporation or by-laws, or the terms of any agreement to which any Selling Stockholder or the Corporation or any of their affiliates or their assets are a party or are bound. There are no shares of Capital Stock reserved for issuance, or any outstanding subscriptions, options, warrants, conversion or other rights or other agreements granting to any person, firm or corporation any interest in or right to acquire at any time, or upon the happening of any stated event, any shares of the Capital Stock or any other equity securities of the Corporation or any interest in or convertible into Capital Stock, or other agreements or commitments by which the Corporation is obligated to issue additional shares of Capital Stock or securities convertible into, exchangeable for or evidencing the right to subscribe for any shares of Capital Stock or any stock appreciation or similar rights; or requiring the Corporation to repurchase, reacquire or redeem any of its outstanding Capital Stock. All of the Corporation's currently outstanding one-year debentures, as listed on SCHEDULE 4.6 hereto (the "Debentures"), represent valid and collectable obligations of the holder thereof to the Corporation, are enforceable in accordance with their terms and conditions, and are not subject to any defenses, claims or set-offs. The Debentures have not been issued by the Corporation in violation of any applicable law (including without limitation, the Act), its certificate of incorporation or by-laws, or the terms of any agreement to which any Selling Stockholder or the Corporation or any of their affiliates or their assets are a party or are bound. To the best knowledge of the Management Stockholders, each of the holders of the Debentures is an Accredited Investor under the Act.