Common use of Undertakings of the Xxxxxxx Clause in Contracts

Undertakings of the Xxxxxxx. 6.1 For the period of the term of this Agreement, the Xxxxxxx gives undertakings to the Pledgee that 6.1.1 without prior written approval of the Pledgee, the Xxxxxxx shall not transfer the Equity to any third party or create or allow the existence of any pledge or other charge or any third party security interests in any form that may prejudice the rights and interests held by the Pledgee hereunder; 6.1.2 the Xxxxxxx shall comply with and carry out the provisions of all laws and regulations regarding pledge and, within 5 days from receipt of any notice, direction or proposal issued by the relevant administrative authorities in respect of the Right of Pledge, produce said notice, direction or proposal to the Pledgee, and comply with said notice, direction or proposal or, according to reasonable request or with consent of the Pledgee, submit objections and representations with regard to the abovementioned matters; and 6.1.3 the Xxxxxxx shall inform the Pledgee of any event or notice received by the Xxxxxxx that may affect the Equity or any part of the Right of Pledge, and of any event or notice received by the Xxxxxxx that may alter any warranty or obligation of the Xxxxxxx hereunder or affect the Xxxxxxx’x performance of his obligations hereunder, and take actions according to reasonable directions of the Pledgee. 6.2 The Xxxxxxx agrees that the right obtained by the Pledgee hereunder to exercise the Right of Pledge shall not be interrupted or hindered by the Xxxxxxx or his successor or agent through any legal proceedings. 6.3 The Xxxxxxx warrants to the Pledgee that, for the sake of protecting or perfecting the security hereunder for the performance of obligations of the Xxxxxxx and/or N-S Digital TV under the Agreements, the Xxxxxxx shall execute and cause other interested parties to the Right of Pledge to execute all right certificates and deeds as required by the Pledgee, and/or perform and cause other interested parties to perform acts required by the Pledgee, provide convenience for exercise of the rights and authorizations granted to the Pledgee hereunder, sign all documents of change of the relevant equity certificates for the benefit of the Pledgee or persons (natural persons/legal persons) designated by the Pledgee and, within a reasonable period, provide to the Pledgee all notices, orders and decisions relating to the Right of Pledge that should be provided in his opinion. 6.4 The Xxxxxxx warrants to the Pledgee that, for the benefit of the Pledgee, the Xxxxxxx shall comply with and perform all warranties, undertakings, agreements, representations and terms and conditions made by him to and with the Pledgee. In the case of failure of the Xxxxxxx to perform or fully perform such warranties, undertakings, agreements, representations or terms and conditions, the Xxxxxxx shall be liable for all losses incurred by the Pledgee due to such failure.

Undertakings of the Xxxxxxx. 6.1 For the period of the term of this Agreement, the Xxxxxxx gives undertakings to the Pledgee that 6.1.1 without prior written approval of the Pledgee, the Xxxxxxx shall not transfer the Equity to any third party or create or allow the existence of any pledge or other charge or any third party security interests in any form that may prejudice the rights and interests held by the Pledgee hereunder; 6.1.2 the Xxxxxxx shall comply with and carry out the provisions of all laws and regulations regarding pledge and, within 5 days from receipt of any notice, direction or proposal issued by the relevant administrative authorities in respect of the Right of Pledge, produce said notice, direction or proposal to the Pledgee, and comply with said notice, direction or proposal or, according to reasonable request or with consent of the Pledgee, submit objections and representations with regard to the abovementioned matters; and 6.1.3 the Xxxxxxx shall promptly inform the Pledgee of any event or notice received by the Xxxxxxx that may affect the Equity or any part of right in the Right of Pledge, and of any event Equity or notice received by the Xxxxxxx that may alter any warranty or obligation of the Xxxxxxx hereunder or affect the Xxxxxxx’x performance by the Xxxxxxx of any of his obligations hereunder, and take actions according to reasonable directions of the Pledgee. 6.2 The Xxxxxxx agrees that the right obtained by the Pledgee hereunder to exercise the Right of Pledge shall not be interrupted or hindered by the Xxxxxxx or his successor or agent through any legal proceedings. 6.3 The Xxxxxxx warrants to the Pledgee that, for the sake of protecting or perfecting the security hereunder for the performance of obligations repayment of the Xxxxxxx and/or N-S Digital TV loan under the AgreementsLoan Agreement (Appendix 1), the Xxxxxxx shall execute and cause other interested parties to the Right of Pledge to execute all right certificates and deeds as required by the Pledgee, and/or perform and cause other interested parties to perform acts required by the Pledgee, provide convenience for exercise of the rights and authorizations granted to the Pledgee hereunder, sign all documents of change of the relevant equity certificates for the benefit of the Pledgee or persons (natural persons/legal persons) designated by the Pledgee and, within a reasonable period, provide to the Pledgee all notices, orders and decisions relating to the Right of Pledge that should be provided in his opinion. 6.4 The Xxxxxxx warrants to the Pledgee that, for the benefit of the Pledgee, the Xxxxxxx shall comply with and perform all warranties, undertakings, agreements, representations and terms and conditions made by him to and with the Pledgee. In the case of failure of the Xxxxxxx to perform or fully perform such warranties, undertakings, agreements, representations or terms and conditions, the Xxxxxxx shall be liable for all losses incurred by the Pledgee due to such failure.

Undertakings of the Xxxxxxx. 6.1 For During the period of the term of this AgreementTerm hereof, the Xxxxxxx gives undertakings undertakes to the Pledgee that: 6.1.1 without It will ensure that the right of pledge hereunder is registered with the competent industrial and commercial administrative department; 6.1.2 Without prior written approval consent of the Pledgee, the Xxxxxxx shall it will not transfer the Equity to any third party Pledged Equity, or create establish or allow the existence of any pledge or other charge or any third party security interests in any form encumbrance that may prejudice affect the rights and interests held by of the Pledgee hereunderincluding pledge; 6.1.2 the Xxxxxxx shall comply with 6.1.3 It will abide by and carry out implement the provisions of all laws and regulations regarding concerning pledge andof rights. It will also, within 5 days from upon receipt of any noticenotices, direction instructions or proposal suggestions issued or formulated by relevant competent authorities regarding the relevant administrative authorities in respect right of the Right of Pledgepledge, produce said noticeshow such notices, direction instructions or proposal suggestions to the PledgeePledgee within five (5) days, and comply with said noticesuch notices, direction instructions or proposal orsuggestions, or raise objections and statements on the above matters according to the reasonable request requirements of the Pledgee or with the consent of the Pledgee, submit objections and representations with regard to the abovementioned matters; and 6.1.3 6.1.4 It will promptly notify the Xxxxxxx shall inform of any events or notices received that may cause the Pledgee Xxxxxxx to affect the rights of the Pledged Equity or any part thereof, as well as any guarantee, obligation, or any event or notice received by the Xxxxxxx that may affect the Equity or any part Xxxxxxx’x change of the Right of Pledge, and of any event or notice received by the Xxxxxxx that may alter any warranty or obligation of the Xxxxxxx hereunder or affect the Xxxxxxx’x performance of his obligations hereunder, and take actions according to reasonable directions of the PledgeeAgreement. 6.2 The Xxxxxxx agrees that the Pledgee’s acquisition of the right obtained by of pledge and exercise of its rights in accordance with the Pledgee hereunder to exercise the Right of Pledge provisions hereof shall not be interrupted or hindered impaired by the Xxxxxxx or his successor any of its successor, inheritor, assignee, principal or agent any other person through any legal proceedingsprocedures. 6.3 The Xxxxxxx warrants undertakes to the Pledgee that, that in order to protect or perfect the guarantee hereof for the sake of protecting or perfecting the security hereunder for the performance of creditor’s rights and obligations of the Xxxxxxx and/or N-S Digital TV under the Main Agreements, the Xxxxxxx shall execute sign in good faith and cause urge other interested parties with interest in the right of pledge to sign all certificates of rights, Agreements, and/or perform and urge such parties to take the Right of Pledge to execute all right certificates and deeds as actions required by the Pledgee, and/or perform and cause other interested parties to perform acts required by the Pledgee, provide convenience for the exercise of the rights and authorizations granted to the Pledgee hereunder, under this Agreement; and that it will sign all relevant documents of change of the relevant equity certificates for the benefit of (if applicable and necessary) with the Pledgee or persons its designated person (natural personsperson/legal personsperson) designated by regarding the change of stock rights, and provide the Pledgee and, within a reasonable period, provide to the Pledgee with all notices, orders and decisions relating with respect to the Right right of Pledge pledge that should be provided in his opinionit deems necessary within a reasonable period of time. 6.4 The Xxxxxxx warrants irrevocably agrees to waive the preemptive right to transfer of such equity as pledged to the Pledgee that, by other shareholders of the Domestic Company due to the exercising of right of pledge by the Pledgee. 6.5 The Xxxxxxx undertakes to the Pledgee that for the benefit of the Pledgee, the Xxxxxxx shall comply with will abide by and perform all warrantiesthe guarantees, undertakingspromises, agreements, representations statements, conditions and terms obligations under this Agreement and conditions made by him to and with the Pledgee. In the case of failure of the Xxxxxxx to perform Main Agreements, or fully perform such warranties, undertakings, agreements, representations or terms and conditions, the Xxxxxxx shall be liable compensate the Pledgee for all losses incurred by the Pledgee due to such failuretherefrom.

Undertakings of the Xxxxxxx. 6.1 For During the period of the term of this AgreementTerm hereof, the Xxxxxxx gives undertakings undertakes to the Pledgee that: 6.1.1 without It will ensure that the right of pledge hereunder is registered with the competent industrial and commercial administrative department; 6.1.2 Without prior written approval consent of the Pledgee, the Xxxxxxx shall it will not transfer the Equity to any third party Pledged Equity, or create establish or allow the existence of any pledge or other charge or any third party security interests in any form encumbrance that may prejudice affect the rights and interests held by of the Pledgee hereunderincluding pledge; 6.1.2 the Xxxxxxx shall comply with 6.1.3 It will abide by and carry out implement the provisions of all laws and regulations regarding concerning pledge andof rights. It will also, within 5 days from upon receipt of any noticenotices, direction instructions or proposal suggestions issued or formulated by relevant competent authorities regarding the relevant administrative authorities in respect right of the Right of Pledgepledge, produce said noticeshow such notices, direction instructions or proposal suggestions to the PledgeePledgee within five (5) days, and comply with said noticesuch notices, direction instructions or proposal orsuggestions, or raise objections and statements on the above matters according to the reasonable request requirements of the Pledgee or with the consent of the Pledgee, submit objections and representations with regard to the abovementioned matters; and 6.1.3 6.1.4 It will promptly notify the Xxxxxxx shall inform of any events or notices received that may cause the Pledgee Xxxxxxx to affect the rights of the Pledged Equity or any part thereof, as well as any guarantee, obligation, or any event or notice received by the Xxxxxxx that may affect the Equity or any part Xxxxxxx’x change of the Right of Pledge, and of any event or notice received by the Xxxxxxx that may alter any warranty or obligation of the Xxxxxxx hereunder or affect the Xxxxxxx’x performance of his obligations hereunder, and take actions according to reasonable directions of the PledgeeAgreement. 6.2 The Xxxxxxx agrees that the Pledgee’s acquisition of the right obtained by of pledge and exercise of its rights in accordance with the Pledgee hereunder to exercise the Right of Pledge provisions hereof shall not be interrupted or hindered impaired by the Xxxxxxx or his successor any of its successor, inheritor, assignee, principal or agent any other person through any legal proceedingsprocedures. 6.3 The Xxxxxxx warrants undertakes to the Pledgee that, that in order to protect or perfect the guarantee hereof for the sake of protecting or perfecting the security hereunder for the performance of creditor’s rights and obligations of the Xxxxxxx and/or N-S Digital TV under the Main Agreements, the Xxxxxxx shall execute sign in good faith and cause urge other interested parties with interest in the right of pledge to sign all certificates of rights, Agreements, and/or perform and urge such parties to take the Right of Pledge to execute all right certificates and deeds as actions required by the Pledgee, and/or perform and cause other interested parties to perform acts required by the Pledgee, provide convenience for the exercise of the rights and authorizations granted to the Pledgee hereunder, under this Agreement; and that it will sign all relevant documents of change of the relevant equity certificates for the benefit of (if applicable and necessary) with the Pledgee or persons its designated person (natural personsperson/legal personsperson) designated by regarding the change of stock rights, and provide the Pledgee and, within a reasonable period, provide to the Pledgee with all notices, orders and decisions relating with respect to the Right right of Pledge pledge that should be provided in his opinionit deems necessary within a reasonable period of time. 6.4 The Xxxxxxx warrants irrevocably agrees to waive the preemptive right to transfer of such equity as pledged to the Pledgee that, by other shareholders of the Domestic Company due to the exercising of right of pledge by the Pledgee. 6.5 The Xxxxxxx undertakes to the Pledgee that for the benefit of the Pledgee, the Xxxxxxx shall comply with will abide by and perform all warrantiesthe guarantees, undertakingspromises, agreements, representations statements, conditions and terms obligations under this Agreement and conditions made by him to and with the Pledgee. In the case of failure of the Xxxxxxx to perform Main Agreements, or fully perform such warranties, undertakings, agreements, representations or terms and conditions, the Xxxxxxx shall be liable compensate the Pledgee for all losses incurred by the Pledgee due to such failure.incurred

Undertakings of the Xxxxxxx. 6.1 For the period of the term of this Agreement, the Xxxxxxx gives undertakings to the Pledgee that 6.1.1 without prior written approval of the Pledgee, the Xxxxxxx shall not transfer the Equity to any third party or create or allow the existence of any pledge or other charge or any third party security interests in any form that may prejudice the rights and interests held by the Pledgee hereunder; 6.1.2 the Xxxxxxx shall comply with and carry out the provisions of all laws and regulations regarding pledge and, within 5 days from receipt of any notice, direction or proposal issued by the relevant administrative authorities in respect of the Right of Pledge, produce the said notice, direction or proposal to the Pledgee, and comply with the said notice, direction or proposal or, according to reasonable request or with consent of the Pledgee, submit objections and representations with regard to the abovementioned matters; and 6.1.3 the Xxxxxxx shall inform the Pledgee of any event or notice received by the Xxxxxxx that may affect the Equity or any part of the Right of Pledge, and of any event or notice received by the Xxxxxxx that may alter any warranty or obligation of the Xxxxxxx hereunder or affect the Xxxxxxx’x performance of his obligations hereunder, and take actions according to reasonable directions of the Pledgee. 6.2 The Xxxxxxx agrees that the right obtained by the Pledgee hereunder to exercise the Right of Pledge shall not be interrupted or hindered by the Xxxxxxx or his successor or agent through any legal proceedings. 6.3 The Xxxxxxx warrants to the Pledgee that, for the sake of protecting or perfecting the security hereunder for the performance of obligations of the Xxxxxxx and/or N-S Digital TV under the Agreements, the Xxxxxxx shall execute and cause other interested parties to the Right of Pledge to execute all right certificates and deeds as required by the Pledgee, and/or perform and cause other interested parties to perform acts required by the Pledgee, provide convenience for exercise of the rights and authorizations granted to the Pledgee hereunder, sign all documents of change of the relevant equity certificates for the benefit of the Pledgee or persons (natural persons/legal persons) designated by the Pledgee and, within a reasonable period, provide to the Pledgee all notices, orders and decisions relating to the Right of Pledge that should be provided in his opinion. 6.4 The Xxxxxxx warrants to the Pledgee that, for the benefit of the Pledgee, the Xxxxxxx shall comply with and perform all warranties, undertakings, agreements, representations and terms and conditions made by him to and with the Pledgee. In the case of failure of the Xxxxxxx to perform or fully perform such warranties, undertakings, agreements, representations or terms and conditions, the Xxxxxxx shall be liable for all losses incurred by the Pledgee due to such failure.

Undertakings of the Xxxxxxx. 6.1 For The Xxxxxxx hereby unconditionally and irrevocably covenants, undertakes and agrees that until Final Repayment Date: 2.8.1 it shall not commit or omit to do any act, deed or thing which may entitle the period Xxxxxxx’x Participant to terminate its agreement with the Xxxxxxx; 2.8.2 it shall follow the procedure prescribed under Regulation 58 of the term Depositories Regulations and this Agreement for creating the pledge with respect to the Securities in favour of this Agreementthe Lender. Without prejudice to the generality of the foregoing, the Xxxxxxx gives undertakings undertakes to issue such requests including the Pledge Form to the Pledgee thatDepository through its Xxxxxxx’x Participant or the Pledge Creation Request to the relevant Mutual Fund, requesting for the creation of the pledge and sign such other documents and do all such acts, deeds and things as shall be necessary in accordance with the Depositories Regulations or the offer document of the Mutual Fund to effect the pledge of the Securities in favour of the Lender on or before the Drawdown Date. The Xxxxxxx acknowledges and confirms that forthwith upon the Depository or the relevant Mutual Fund, recording and registering in its register the pledge of the Securities in the name of the Lender and/or its nominee and the participant of the Lender and/or its nominee confirming the creation of the pledge in its records to the Depository or the relevant Mutual Fund, the pledge shall be deemed to have been duly created in favour of the Lender, and the Xxxxxxx shall ensure that all the documentary and other evidence and entries are recorded in terms of Regulation 58 of the Depositories Regulations or the offer document of the relevant Mutual Fund, and the name of the Lender’s depository participant or its custodian as required by the Lender is registered by the Xxxxxxx’x Participant as the pledgee so as to ensure that an effective and valid pledge on the Securities is created in favour of the Lender on or before the Drawdown Date; 6.1.1 2.8.3 it shall promptly do all such actions and execute such documents and agreements as may be necessary or desirable, or that the Lender may request, for the valid creation and perfection of the pledge in accordance with the terms of this Agreement or to enable the Lender to exercise and to enforce its rights and remedies hereunder with respect to the Collateral; 2.8.4 it shall hold the pledge over the Securities in accordance with the terms of the Depositories Act, the Depositories Regulations and the bye-laws and/or business rules of the Depository; 2.8.5 it shall not opt out of the Depository or the relevant Mutual Fund either by way of re-materialisation of the Securities or otherwise without the prior written approval consent of the PledgeeLender; 2.8.6 it shall not redeem, sell, assign, transfer, exchange, lease, lend or otherwise dispose of (directly or indirectly, voluntarily, involuntarily, by operation of law or otherwise), or grant any option with respect to or create or permit the creation of any Encumbrance over the Securities, or the Additional Securities as and when provided under this Agreement; 2.8.7 in the event the Lender invokes the pledge on the Securities on occurrence of an Event of Default, the Xxxxxxx shall not transfer unconditionally agrees that the Equity Lender may without prejudice to any third party its other rights in law as pledgee, be entitled to have itself registered as the beneficial owner of the Securities in the records of the Depository or create or allow the existence relevant Mutual Fund and the Xxxxxxx’x Participant (as applicable), it is hereby clarified that in case of any partial invocation of the pledge or other charge or any third party security interests in any form that may prejudice on the rights and interests held Securities by the Pledgee hereunderLender, the Lender shall have the option to invoke the Securities of its choice; 6.1.2 the Xxxxxxx shall comply with and carry out 2.8.8 without prejudice to the provisions of all laws and regulations regarding pledge and, within 5 days from receipt of any notice, direction or proposal issued by the relevant administrative authorities in respect of the Right of Pledge, produce said notice, direction or proposal to the Pledgee, and comply with said notice, direction or proposal or, according to reasonable request or with consent of the Pledgee, submit objections and representations with regard to the abovementioned matters; and 6.1.3 the Xxxxxxx shall inform the Pledgee of any event or notice received by the Xxxxxxx that may affect the Equity or any part of the Right of Pledge, and of any event or notice received by the Xxxxxxx that may alter any warranty or obligation of the Xxxxxxx hereunder or affect the Xxxxxxx’x performance of his obligations hereunder, and take actions according to reasonable directions of the Pledgee. 6.2 The Xxxxxxx agrees that the right obtained by the Pledgee hereunder to exercise the Right of Pledge shall not be interrupted or hindered by the Xxxxxxx or his successor or agent through any legal proceedings. 6.3 The Xxxxxxx warrants to the Pledgee that, for the sake of protecting or perfecting the security hereunder for the performance of obligations of the Xxxxxxx and/or N-S Digital TV under the Agreementssection 2.8.7 above, the Xxxxxxx shall execute an irrevocable Power of Attorney in favour of the Lender in the form set out under Schedule 1 of this Agreement; 2.8.9 it shall immediately inform the Lender of winding up (voluntary or otherwise) or bankruptcy or insolvency or other similar process initiated against the Borrower and/or the Company. 2.8.10 it shall comply with all applicable laws, rules and cause other interested parties regulations, including but not limited to the Right all provisions of Pledge to execute all right certificates various rules, regulations and deeds as required guidelines issued by the PledgeeSecurities and Exchange Board of India from time to time (including the Securities and Exchange Board of India (Prohibition of Xxxxxxx Xxxxxxx) Regulations, and/or perform 1992 (including all disclosure, notification and cause other interested parties to perform acts required by filing requirements thereunder), the PledgeeSecurities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, provide convenience for exercise 2011 (including all disclosure, notification, valuation norms and filing requirements thereunder), the Securities and Exchange Board of the rights India (Prohibition of Fraudulent and authorizations granted to the Pledgee hereunder, sign all documents of change of the relevant equity certificates for the benefit of the Pledgee or persons (natural persons/legal persons) designated by the Pledgee and, within a reasonable period, provide to the Pledgee all notices, orders and decisions Unfair Trade Practices relating to the Right of Pledge Securities Market) Regulations, 2003); 2.8.11 it shall procure that should be provided in his opinion. 6.4 The Xxxxxxx warrants to without the Pledgee that, for the benefit prior written consent of the PledgeeLender, the Company shall not: a. alter its Memorandum and Articles of Association in any manner which may adversely affect the rights or interests of the Lender under the Finance Documents; b. amalgamate or merge with any other Person or effect any change in its shareholding or management pattern, unless such action does not in any manner affect the direct or indirect control exercised by the Xxxxxxx shall comply together with persons acting in concert (as such term is defined under SEBI (Substantial Acquisition of Shares and perform all warrantiesTakeovers) Regulations, undertakings, agreements, representations and terms and conditions made by him to and 2011) with the Pledgee. In Xxxxxxx as on the case date of failure execution of this Agreement; c. initiate any voluntary winding up or insolvency process against the Xxxxxxx/Borrower or the Company; or d. avail of any borrowing on the security of the Xxxxxxx to perform or fully perform such warranties, undertakings, agreements, representations or terms and conditions, the Xxxxxxx shall be liable for all losses incurred by the Pledgee due to such failureSecurities.

Undertakings of the Xxxxxxx. 6.1 For the period of the term of this Agreement, the Xxxxxxx gives undertakings to the Pledgee that 6.1.1 without prior written approval of the Pledgee, the Xxxxxxx shall not transfer the Equity to any third party or create or allow the existence of any pledge or other charge or any third party security interests in any form that may prejudice the rights and interests held by the Pledgee hereunder; 6.1.2 the Xxxxxxx shall comply with and carry out the provisions of all laws and regulations regarding pledge and, within 5 days from receipt of any notice, direction or proposal issued by the relevant administrative authorities in respect of the Right of Pledge, produce said notice, direction or proposal to the Pledgee, and comply with said notice, direction or proposal or, according to reasonable request or with consent of the Pledgee, submit objections and representations with regard to the abovementioned matters; and 6.1.3 the Xxxxxxx shall promptly inform the Pledgee of any event or notice received by the Xxxxxxx that may affect the Equity or any part of right in the Right of Pledge, and of any event Equity or notice received by the Xxxxxxx that may alter any warranty or obligation of the Xxxxxxx hereunder or affect the Xxxxxxx’x performance by the Xxxxxxx of any of his obligations hereunder, and take actions according to reasonable directions of the Pledgee. 6.2 The Xxxxxxx agrees that the right obtained by the Pledgee hereunder to exercise the Right of Pledge shall not be interrupted or hindered by the Xxxxxxx or his successor or agent through any legal proceedings. 6.3 The Xxxxxxx warrants to the Pledgee that, for the sake of protecting or perfecting the security hereunder for the performance of obligations repayment of the Xxxxxxx and/or N-S Digital TV loan under the AgreementsLoan Agreement (Appendix 1) and the Loan Agreement (Appendix 2), the Xxxxxxx shall execute and cause other interested parties to the Right of Pledge to execute all right certificates and deeds as required by the Pledgee, and/or perform and cause other interested parties to perform acts required by the Pledgee, provide convenience for exercise of the rights and authorizations granted to the Pledgee hereunder, sign all documents of change of the relevant equity certificates for the benefit of the Pledgee or persons (natural persons/legal persons) designated by the Pledgee and, within a reasonable period, provide to the Pledgee all notices, orders and decisions relating to the Right of Pledge that should be provided in his opinionthe Pledgee deems necessary. 6.4 The Xxxxxxx warrants to the Pledgee that, for the benefit of the Pledgee, the Xxxxxxx shall comply with and perform all warranties, undertakings, agreements, representations and terms and conditions made by him to and with the Pledgee. In the case of failure of the Xxxxxxx to perform or fully perform such warranties, undertakings, agreements, representations or terms and conditions, the Xxxxxxx shall be liable for all losses incurred by the Pledgee due to such failure.