Representations and Warranties of the ASI Parties. Each of the ASI Parties represents and warrants to the Withdrawing Lenders that it has the corporate power and authority to execute, deliver and perform its obligations under this Agreement and that this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors' rights generally and by general principles of equity or, in the case of the ASI Parties that are Foreign Subsidiaries, applicable laws disclosed in legal opinions delivered pursuant to the 1995 ASI Credit Agreement or the Amended and Restated Credit Agreement, as applicable. Except for certain corporate reorganizations which have been disclosed in writing to the Administrative Agent, each of the ASI Parties represents and warrants (as to itself and its Subsidiaries and the shares of capital stock, or parts, as applicable, pledged by it and them) to the Continuing Lenders that, as of the date hereof, (a) as to the pledge of shares of capital stock of any Domestic Subsidiary, such shares of capital stock constitute 100% of the issued and outstanding capital stock of such Domestic Subsidiary owned by ASI Parties and their Subsidiaries and required to be pledged under the 1995 ASI Credit Agreement or the Amended and Restated Credit Agreement, (b) as to the pledge of shares of capital stock or parts, as applicable, of any Foreign Subsidiary pledged by ASI or any Subsidiary to secure Domestic Obligations, such shares of capital stock or parts, as applicable, constitute at least 65% in the aggregate of the issued and outstanding capital stock of such Foreign Subsidiary owned by ASI, Holding and any Domestic Subsidiary and required to be pledged under the 1995 ASI Credit Agreement or the Amended and Restated Credit Agreement and (c) as to the pledge of shares of capital stock or parts, as applicable, of any Foreign Subsidiary pledged by ASI or any Subsidiary to secure Obligations other than Domestic Obligations, such shares of capital stock or parts, as applicable, constitute 100% of the issued and outstanding stock of such Foreign Subsidiary owned by ASI Parties and their Subsidiaries and required to be pledged under the 1995 ASI Credit Agreement or the Amended and Restated Credit Agreement.
