Performance Undertakings. The Company undertakes to the Purchaser that its audited consolidated annual losses (“Actual Loss”) shall be no more than RMB150 million in 2019 and no more than RMB50 million in 2020. The Actual Loss shall exclude: (i) the losses generated by non-operating activities, IPO and financing-related expenses as well as financial expenses such as interest expenses and exchange rate changes, (ii) the losses generated by accounting treatments of ESOP, the Preferred Shares, etc., and (iii) the losses of any entities invested by the Company, the financial report of which are not consolidated into the financial report of the Group Companies, or such entities in which the Company holds minority interests. (a) If the Actual Loss of the Company exceeds RMB150 million in 2019, the Founders shall, on a pro rata basis, transfer certain Shares to the Purchaser for the lowest price permitted by applicable Laws in accordance with the following formula: Compensated Shares for 2019 = (Actual Loss in 2019-RMB150,000,000)*Total Shares (b) If the Actual Loss of the Company exceeds RMB50 million in 2020, the Founders shall, on a pro rata basis, transfer certain Shares to the Purchaser for the lowest price permitted by applicable Laws in accordance with the following formula: Compensated Shares for 2020 = (Actual Loss in 2020-RMB50,000,000)*Total Shares (c) For the avoidance of doubt: (i) The “Total Shares” described in the formulas set forth in Section 5.17(a) and 5.17(b) shall refer to the total shares of the Company which are issued and outstanding on the date when the Compensated Shares are transferred by the Founders. (ii) The “Exchange Rate” described in the formulas set forth in Section 5.17(a) and 5.17(b) shall refer to the intermediate exchange rate of US dollar against RMB announced by the People’s Bank of China on the date when the Purchaser requires the Founders to transfer the Compensated Shares by written notice.

Performance Undertakings. The Performance Undertaking Period shall be three years from completion of the Acquisition,and the Project Company, the Founder and the Management Team undertake and warrant to attain the following results after deduction of shared expenses (shared expenses means bearing the operating costs of the operation function departments of the Target Company that the Group Companies assist the Target Company in, including: operation and maintenance expenses for marketing, promotion, human resources, administration, legal, finance, IT, and other departments): (a) Performance of the first year: for the first year after the completion of the Acquisition (i.e. January 1, 2023 – December 31, 2023), the operating revenue of the Target Company (after deduction of shared expenses) shall be no less than RMB30 million and net profit of the Target Company shall be no less than RMB5 million. (b) Performance of the second year: for the second year after the completion of the Acquisition (i.e. January 1, 2024 – December 31, 2024), the operating revenue of the Target Company (after deduction of shared expenses) shall be no less than RMB36 million and net profit of the Target Company shall be no less than RMB6 million. (c) Performance of the third year: for the third year after the completion of the Acquisition (i.e. January 1, 2025 – December 31, 2025), the operating revenue of the Target Company (after deduction of shared expenses) shall be no less than RMB45 million and net profit of the Target Company shall be no less than RMB7 million. During the Performance Undertaking Period, the operating revenue of the Project Company shall be the operating revenue measured on an accrual basis according to an audited report with unqualified opinion, and the net profit shall be the after-tax net profit according to an audited report with unqualified opinion. After the completion of this equity acquisition, the Project Company shall process financial data strictly in accordance with the rules of listed companies and relevant laws and regulations, and its daily operation shall satisfy the compliance requirements. The accounting policies of the Project Company shall be confirmed by the Investor.

Performance Undertakings. Sellers have provided or made available to Buyer true, correct and complete copies of all Performance Undertakings, including all express written amendments thereto. To the knowledge of Sellers, each Performance Undertaking is in full force and effect and has not been repudiated by the Republic of the Philippines. To the knowledge of Sellers, the Republic of the Philippines is not in breach of the terms of any such Performance Undertaking, and, to the knowledge of Sellers, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute a breach thereof.

Performance Undertakings. If Banco de Chile fails when providing custody services, Citigroup will pay to the client the costs of such failure, and will then charge the same to Banco de Chile. A contractual amendment will be introduced in the relation to each client, through which this will contract the services of Citibank, N.A. in New York, which in turn will subcontract Banco de Chile, so they may continue with the guarantees without any capital charge or other accounting effects. Citigroup will charge a margin for the services, which initially shall be equivalent to 5% of gross income generated. Solvency Undertaking: In order to cover the risk over balances in banking accounts of those clients that have any custody with Banco de Chile and which have a solvency undertaking for mandates executed through Citigroup’s subsidiaries, Banco de Chile shall issue a letter of credit with the specific guarantee. Each year the Parties shall negotiate in good faith the rate to be charged for such letter of credit, which shall be agreed before December 1 of each year.

Performance Undertakings. The Servicers shall, in accordance with the Services Standard, (A) cause each of the Company and each Aircraft Subsidiary to (1) enforce or secure the performance of the terms of the Leases as provided in Section 7.12(b) of the Warehouse Agreement and (2) comply with its obligations and covenants under the Loan Documents and Lease Documents to which the Company or such Aircraft Subsidiary is or will become a party solely to the extent that such obligations and covenants specifically relate to the status, insurance, maintenance or operation of any Aircraft, payment of Rent, Deposits, Maintenance Reserves or other payments under any Lease and delivery of all reports and other information with respect to any Aircraft or any Lessee and (B) administer loans made between the Borrower and any Aircraft Subsidiary or between any Aircraft Subsidiary and any other Aircraft Subsidiary.

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COMPLIANCE UNDERTAKINGS 6.1. The Fund undertakes to comply with Subchapter M and Section 817(h) of the Code, and all regulations issued thereunder. 6.2. The Company shall amend the Contracts Registration Statements under the 1933 Act and the Account's Registration Statement under the 1940 Act from time to time as required in order to effect the continuous offering of the Contracts or as may otherwise be required by applicable law. The Company shall register and qualify the Contracts for sale to the extent required by applicable securities laws of the various states. 6.3. The Fund shall amend the Fund Registration Statement under the 1933 Act and the 1940 Act from time to time as required in order to effect for so long as Fund shares are sold the continuous offering of Fund shares as described in the then currently effective Fund Prospectus. The Fund shall register and qualify Fund shares for sale to the extent required by applicable securities laws of the various states. 6.4. The Company shall be responsible for assuring that any prospectus offering a Contract that is a life insurance contract where it is reasonably possible that such Contract would be deemed a "modified endowment contract," as that term is defined in Section 7702A of the Code, will describe the circumstances under which a Contract could be treated as a modified endowment contract (or policy). 6.5. To the extent that it decides to finance distribution expenses pursuant to Rule 12b-1, the Fund undertakes to have a Fund Board of Directors, a majority of whom are not interested persons of the Fund, formulate and approve any plan under Rule 12b-1 to finance distribution expenses. (a) When appropriate in order to inform the Fund of any applicable state-mandated investment restrictions with which the Fund must comply, the Company shall arrange with the Fund to amend Schedule 3, pursuant to the requirements of Article XI. (b) Should the Fund become aware of any restrictions which may be appropriate for inclusion in Schedule 3, the Company shall be informed immediately of the substance of those restrictions.
Grantee Undertaking The Grantee agrees to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.
Further Undertakings The Parties agree to promptly execute the documents which are reasonably required or positive for the purpose of implement of this Agreement, and to take further actions which are reasonably required or positive for the purpose of implement of this Agreement.
Optionee Undertaking The Optionee agrees to take whatever additional actions and execute whatever additional documents the Company may in its reasonable judgment deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on the Optionee pursuant to the express provisions of this Option Agreement.
Other Undertakings To protect the interests of the Company and its direct and indirect affiliates and subsidiaries (individually, an “IMS Company” and collectively, the “IMS Companies”), including the confidential information of the IMS Companies and the confidential information of their respective customers, data suppliers, prospective customers and other companies with which the IMS Companies have a business relationship, and in consideration of the covenants and promises and other valuable consideration described in this Agreement, the Company and the Participant agree as follows: (a) The Participant acknowledges and agrees that he or she is bound by the confidentiality and other covenants contained in one or more restrictive covenant and confidentiality agreements that he or she has executed with an IMS Company, which covenants and agreements are incorporated herein by reference and shall survive any exercise, expiration, forfeiture or other termination of this Agreement or the SARs issuable hereunder. The Participant also acknowledges and agrees that the Company shall be an affiliate for purposes of such restrictive covenant and confidentiality agreements. (b) The Participant acknowledges that the opportunity to participate in the Plan and the financial benefits that may accrue from such participation, is good, valuable and sufficient consideration for the following: (i) The Participant acknowledges and agrees that he or she is and will remain bound by the non-competition, non-solicitation and other covenants contained in the restrictive covenant and confidentiality agreement(s) that he or she has executed with any of the IMS Companies to the fullest extent permitted by law. (ii) The Participant further acknowledges and agrees that the period during which the non-competition and non-solicitation covenants in such agreement(s) will apply following a termination of Employment shall be extended from twelve (12) months to eighteen (18) months; provided, however, that the remedies available for breach of any non-competition or non-solicitation covenants during such extended six-month period shall be limited to the following: (x) to the extent then outstanding, the forfeiture of the SARs for no consideration, and (y) to the extent the SARs have been exercised on or after the date that is 18 months before Participant’s cessation of Employment, with respect to the shares of Stock issued upon such exercise (including shares withheld for taxes), the Participant shall pay to the Company an amount equal to (A) the aggregate fair market value of such shares of Stock as of the date of exercise, plus (B) the excess, if any, of the aggregate proceeds of all sales of such shares of Stock over the amount described under subsection (A) above. (For this purpose, the Participant’s earliest sales of shares following such exercise will be deemed sales of the shares acquired upon such exercise.) The Company shall also be entitled to the foregoing remedies in the event of a material breach of any confidentiality, non-disclosure or other similar covenant contained in the restrictive covenant and confidentiality agreement(s) that the Participant has executed with an IMS Company. (iii) The Participant further acknowledges and agrees to the Company’s application, implementation and enforcement of (a) such policy set forth in Section 8(b)(ii) of this Agreement and (b) any provision of applicable law or Company policy relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate such policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold Participant’s shares of Stock and other amounts acquired under the Plan to re-convey, transfer or otherwise return such shares of Stock and/or other amounts to the Company. To the extent that the terms of this Agreement and such policy conflict, the terms of such policy shall prevail. (iv) By accepting the SARs, the Participant consents to one or more deductions from any amounts any IMS Company owes the Participant from time to time in an aggregate amount equal to all amounts described in subsection (ii) above, to the extent such deductions are permitted by applicable law. Any such deduction from an amount that constitutes a deferral of compensation under Code Section 409A may only take place at the time the amount would otherwise be payable to the Participant, except to the extent permitted by Code Section 409A.
Performance of Agreements and Covenants Each and all of the agreements and covenants of Buyer to be performed and complied with pursuant to this Agreement and the other agreements contemplated hereby prior to the Effective Time shall have been duly performed and complied with in all material respects.
Positive Undertakings At all times until full discharge of the Secured Obligations, the Issuer covenants with the Security Trustee that it shall: (a) inform the Security Trustee without undue delay of the occurrence of any event which results in any of the representations and warranties contained in Clause 5 (Representations and Warranties) hereof being untrue or inaccurate; (b) inform the Security Trustee without undue delay of any attachment (Pfändung) in respect of the Pledged Bonds or any part thereof, or any other event which may impair or jeopardise the Security Trustee's rights relating to the Pledged Bonds. In the event of any such attachment, the Issuer shall provide the Security Trustee without undue delay with a copy of the attachment order (Pfändungsbeschluss) and all other documents which are requested by the Security Trustee and which are necessary or expedient for a defence against such attachment. In addition, the Issuer shall inform the attaching creditor of the existence and effect of this Agreement; (c) notify the Depo Bank without undue delay about the Pledge, by sending a notice by registered post with return receipt (Einschreiben mit Rückschein), requesting the Depo Bank to acknowledge receipt of the notification by sending to the Security Trustee an acknowledgement, and provide evidence to the Security Trustee in form of a copy of such signed notification and the respective return receipt (Rückschein) within five Business Days after the date of this Agreement; such notification about, and acknowledgement of, the Pledge can also be made as part of any relevant agreement to which the Depo Bank is a party; (d) if so requested by the Security Trustee, notify Clearstream within 5 Business Days after such request, or procure that Clearstream is notified by the Depo Bank within 5 Business Days after such request, of the Pledges over the Pledged Bonds and the pertinent co-ownership interests in the collective custody holdings (Miteigentumsanteile am Girosammelbestand), and in particular, the assignment of any claims against Clearstream for delivery of the certificates (Abtretung des Herausgabeanspruchs) representing such bonds by registered post with return receipt (Einschreiben mit Rückschein), and provide evidence to the Security Trustee in form of a copy of such signed notification and the respective return receipt (Rückschein) without undue delay; and (e) use reasonable efforts to procure that, with respect to and/or in connection with the Pledged Bonds, the respective pertinent co-ownership interests of the Issuer in the collective custody holdings (Miteigentumsanteile am Girosammelbestand) and the Issuance Account, the Depo Bank waives or subordinates any right of retention and any right of set-off as well as any existing pledges, including, without limitation, any pledge existing by operation of the general business conditions (Allgemeine Geschäftsbedingungen) of the Depo Bank or otherwise in respect of the Issuance Accounts, if any, so that the Pledge will rank ahead of all other pledges affecting the Issuance Accounts, and to inform the Security Trustee accordingly.
Performance Assurance Seller agrees to deliver to Buyer Performance Assurance in a form acceptable to Buyer to secure its obligations under this Agreement, which Performance Assurance Seller shall maintain in full force and effect for the period posted with Buyer, as follows:
Performance of Agreements Buyer shall have performed in all material respects all of its covenants, agreements and obligations required by this Agreement and each of the other Documents to be performed or complied with by it prior to or upon the Closing Date.
INFORMATION UNDERTAKINGS The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

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