Common use of Special Provisions Regarding Pledges of Stock and Promissory Notes in Non-Qualified Jurisdictions Clause in Contracts

Special Provisions Regarding Pledges of Stock and Promissory Notes in Non-Qualified Jurisdictions. The parties hereto acknowledge and agree that the provisions of this Agreement and the various Security Documents executed and delivered by the Loan Parties and Pledgors require that, among other things, certain Stock and promissory notes be pledged pursuant to the Security Documents. The parties hereto further acknowledge and agree that, to the extent provided in the applicable Security Documents, each Loan Party and each Pledgor shall be required to take all actions under the laws of each Qualified Jurisdiction or each Pledgor’s jurisdiction of organization to perfect the security interests in the Stock and promissory notes issued by any Person organized under the laws of such Qualified Jurisdiction or such Pledgor’s jurisdiction of organization to the extent required by the applicable Security Documents or deemed necessary or required by Agent based on advice of local counsel. Except as provided in the immediately preceding sentence, to the extent any Security Document requires or provides for the pledge of Stock or promissory notes issued by any Person organized under the laws of a jurisdiction other than a Qualified Jurisdiction or a Pledgor’s jurisdiction of organization, it is acknowledged that no actions have been or (unless an Event of Default shall have occurred and be continuing and the Agent shall deem such actions to be reasonably prudent under the circumstances, in its Permitted Discretion) shall be required to be taken to perfect, under local law of the jurisdiction of the Person who issued such Stock or promissory notes, under the Security Documents.

Special Provisions Regarding Pledges of Stock and Promissory Notes in Non-Qualified Jurisdictions. The parties hereto acknowledge and agree that the provisions of the Indenture, any Additional Pari Passu Agreement, this Agreement and the various certain other Security Documents executed and delivered by the Loan Parties Company and Pledgors any Guarantor may require that, among other things, certain Capital Stock and promissory notes be pledged pursuant to the Security DocumentsAgent to secure the Obligations. The parties hereto further acknowledge and agree that, to the extent provided in this Agreement and the other applicable Security Documents, each Loan Party the Company and each Pledgor Guarantor shall be required to take all actions under the laws of each Qualified Jurisdiction or each Pledgor’s jurisdiction the United States (and, in the case of organization Capital Stock of Exide C.V. to the extent constituting Collateral hereunder, the Netherlands) to perfect the security interests in the Capital Stock and promissory notes issued by any Person organized under the laws of such Qualified Jurisdiction or such Pledgor’s jurisdiction of organization to the extent required by the applicable Security Documents or deemed necessary or required by Agent based on advice of local counselnotes. Except as provided in the immediately preceding sentence, to the extent the Indenture, any Additional Pari Passu Agreement, this Agreement or any other Security Document requires or provides for the pledge of Capital Stock or promissory notes issued by any Person organized under the laws of a jurisdiction other than a Qualified Jurisdiction or a Pledgor’s jurisdiction of organizationthe United States, it is acknowledged and agreed that no actions have been or (unless an Event of Default shall have occurred and be continuing and the Agent shall deem such actions to be reasonably prudent under the circumstances, in its Permitted Discretion) shall be required to be taken to perfect, under local law of the jurisdiction of the Person who issued such Capital Stock or promissory notes, any Lien under the Indenture, any Additional Pari Passu Agreement, this Agreement or any other Security DocumentsDocuments (unless an Event of Default shall have occurred and be continuing, in which event the applicable Grantors shall be required to take all necessary actions and such other actions as Agent may reasonably request to perfect Agent’s Lien in such Capital Stock or promissory note).