Common use of AFFIRMATIVE Clause in Contracts

AFFIRMATIVE. Without prejudice to any other obligations undertaken by the Debtor and Guarantors in this Agreement and while there is any outstanding amount due to the Creditor under this Agreement or any of the Credit Documents, the Debtor, Guarantors, and CorpFinancial, as appropriate in each case, are bound to fulfill the following affirmative covenants, which are expressly accepted by the Creditor: /a/ The Debtor, Guarantors and CorpFinancial are bound to deliver on an annual basis their individual financial information, if appropriate, consolidated by the Debtor and the Guarantors, and any other relevant information of the companies that are members of CorpGroup including any information required to verify the debt ceiling referred to in paragraph /a/ of Section Eleven below, no later than 20 days from the expiration date of each of such annual periods. To such effects, all information that on account of its nature could be considered as a Material Event shall be considered as relevant information, according to the provisions set forth in the General Rule No. 30, of the Chilean Superintendency of Securities and Insurance or any other rule that may supplement or replace them. /b/ The Debtor and the Guarantors are bound to deliver semiannually unaudited financial information, whether individual and consolidated of the Debtor and the Guarantors, in the same format as the audited financial information is delivered, but without the need to include any explanatory notes, including a certificate regarding compliance with the debt ceiling referred to paragraph /a/ Section Eleven below, no later than 90 days following the expiration of each semiannual period, in terms satisfactory to the Creditor. /c/ Simultaneously with the delivery of the information identified in the previous paragraph, Debtor agrees to deliver to the Agent Bank, on a semi-annual basis, on June 30 and December 31 of each year, a certificate signed by the general manager or by his substitute, evidencing compliance with Debtor’s Obligations. /d/ The Debtor agrees to subordinate and cause the relevant creditors to pledge their respective rights to the debts that the Debtor could have to its shareholders or partners, Related persons, in terms substantially identical to the Pledge and Subordination Agreement, in the form indicated in EXHIBIT “F” hereof, and which is notarized under the same repertoire number as this public deed, and is made a part of this Agreement to all legal effects, at a market interest rate prevailing on such date for such transactions. /e/ The Debtor agrees to pledge any loan to be granted in the future by the Debtor out of the proceeds of the Credit Facility to any company that is a member of CorpGroup or any company controlled by the Controlling Shareholder, in the form indicated in EXHIBIT “E” hereof, and which is notarized under the same repertoire number as this public deed, and is made a part of this Agreement to all legal effects. /f/ The Debtor and the Guarantors agree to allocate all the resources under the Credit Facility only for the purposes referred to in this Agreement. The Debtor undertakes to ensure that at any time, its obligations under the Credit Documents shall rank pari passu and payment priority under the law that any other payment obligations, either present or future, of the same class. /g/ The Debtor and the Guarantors agree to procure that all the transactions carried out with Related Persons either directly or through other Related Persons be consistent with fair conditions similar to those usually prevailing in the market. /i/ The Debtor agrees to inform in writing to the Creditor, through the Agent Bank and as soon as possible, but no later than within five Banking Business Days from the date on which any executive of the Debtor becomes aware of: /i/ the occurrence of any Event of Default or any Default; /ii/ any pending action, lawsuit or judicial or administrative proceedings concerning this Agreement or the Credit Documents or the Collateral; or /iii/ any circumstance or event that is affecting or that may potentially affect materially and adversely the business, transactions or financial condition of the Debtor, the rest of the companies that are members of CorpGroup and the Guarantors. /j/ The Debtor agrees to give notice to the Creditor, through the Agent Bank, of any amendments to the bylaws of the Debtor, the Guarantors, the rest of the companies that are members of CorpGroup, as well as of the modification or revocation of the powers regarding the Debtor and the Guarantors, within the term of 60 days from occurrence thereof. /k/ The Debtor and the Guarantors agree to endeavor to maintain its legal existence, ordinary course of business and affairs, all relevant rights, licenses, permits, trademarks, franchises, concessions or patents in full force. /l/ The Debtor and the Guarantors agree to fulfill all the obligations under any act, agreement or contract, the breach of which causes or may cause, individually or in the aggregate, a Material Adverse Effect. /m/ The Borrower and the Guarantor agree to fulfill, and ensure that the companies that are members of CorpGroup met with the current laws and regulations as may be applicable to them in relation to the development of their business and the ownership of their properties and assets. /n/ The Debtor and Guarantors agree to timely pay all their tax, social security and labor obligations that cause or may cause a Material Adverse Effect. /ñ/ The Debtor and the Guarantors agree to keep their accounting books and records in accordance with the Chilean law and the IFRS and to hire independent auditors acceptable to the Creditor, or any other among those listed in the Register Book of External Auditors of the Chilean Superintendency of Securities and Insurance. /o/ The Borrower agrees to quote jointly with the Creditor, or with any of the related companies of the Creditor, either in Chile or abroad, any financial derivatives in order to hedge the risk variation of the Interest Rate or currency of the Credit Facility, including among them, any type of master agreements, individual contracts and confirmations of such ▇▇▇▇▇▇ after their closing. /p/ The Debtor and the Guarantor agree to quote and procure that any company that is a member of CorpGroup quotes jointly with the Creditor any other financial product, debt and share issues and other financial or advisory services related to the Credit Facility or the total or partial refinancing of the Credit Facility. /q/ The Debtor and the Guarantors agree to procure that all the companies that create the Committed Pledges shall become /simultaneously with the creation of such pledges/ also a surety and co-debtor jointly and severally liable, in the form annexed to EXHIBIT “D”, hereof, and which is notarized under the same repertoire number as this public deed, which is made a part hereof to all legal and contractual effects, as security for the Obligations and subscribe an extension sheet of the Promissory Notes, thus becoming a guarantor thereof. /r/ The Debtor and the Guarantors agree to maintain the first lien pledges under the Share Pledge Agreements that are relevant in each case: /one/ from the date of the first Disbursement to be made during the First Availability Period and until the date on which the Permitted Reorganization is completed, the 5.6% of the CorpBanking Shares equivalent to 12,802,928 shares; /two/ from the date hereof and during the process of consummation of the Permitted Reorganization, and while the Obligations are kept in full force and effect, create pledges on first lien shares and prohibitions to encumber and sell the Corpbanca Shares pledged as security for the Acquirable Loans, which shall be conducted simultaneously with the payment out of the proceeds of the Credit Facility or simultaneously with the execution of the respective Assignment Agreement, if the Acquirable Loan acquired by the Creditor is secured by such collateral; /three/ from the execution date hereof, during the implementation process of the Permitted Reorganization, and for as long as the Obligations are in full force and effect, to create first lien pledges on the shares and prohibitions to sell and encumber Corpbanca Shares at present pledged as collateral of other creditors and as soon as such pledges are released; /four/ as from the date of this Agreement and during the consummation process of the Permitted Reorganization and until the completion date of the Permitted Reorganization, create first lien pledges and prohibitions to encumber and sell the CorpBanking Shares and Saga Shares which are currently pledged as collateral to other creditors and as soon as such pledges are released, and until reaching CorpBanking Shares representing 100% less 1 of the CorpBanking shares issued and until reaching 100% of the Saga Shares issued; /five/ as from the date of this Agreement and during the consummation process of the Permitted Reorganization and while the Obligations are in full force and effect, create first lien pledges and prohibitions to encumber and sell CorpBanca Shares not currently pledged as collateral to other creditors, those companies controlled by the Controlling Shareholder are forbidden as of the date hereof to pledge them as collateral on account of prohibitions and/or stipulations contained in other agreements, as soon as such prohibitions or stipulations allow them pledging such shares as collateral; /six/ as from the date hereof and during the consummation process of the Permitted Reorganization, and until the completion date of the Permitted Reorganization, to create first lien pledges and prohibitions to encumber and sell CorpBanking Shares and Saga Shares which are not currently pledged as collateral to other creditors, the companies controlled by the Controlling Shareholder are forbidden as of the date hereof to pledge them as collateral on account of the prohibitions and/or stipulations contained in other agreements, as soon as such prohibitions or stipulations allow them to pledge such shares and until reaching CorpBanking Shares representing 100% less 1 of the CorpBanking Shares issued and until reaching 100% of the Saga Shares issued; /seven/ in the event that, from the date hereof and during the consummation process of the Permitted Reorganization, any company controlled by the Controlling Shareholder agrees to a capital increase in CorpBanking and/or in Saga, 100% of the shares and/or rights received as payment of such capital increase regarding the CorpBanking Shares and Saga Shares delivered as Collateral for the Obligations, creating a pledge on them under the terms of the Share Pledge Agreement; and /eight/ no later than on the same date of the Disbursement under the Second Availability Period, or /ii/ on the same date of the Disbursement under the Third Availability Period; or /iii/ on the completion date of the Permitted Reorganization, or /iv/ on January 1, 2016; or /v/ on the date on which the Chilean Superintendency of Banks and Financial Institutions rejects the Permitted Reorganization, whichever occurs first and for as long as the Obligations are in full force and effect, 139,969,954,146 Corpbanca Shares representing 80% of the Corpbanca Shares owned by the companies controlled by the Controlling Shareholder. Simultaneously with the creation of the pledge on Corpbanca Shares which completes the total of 139,969,954,146 Corpbanca Shares pledged to the Creditor or the relevant proportion, the latter shall release the pledges and prohibitions to sell that had been created under the provisions set forth in paragraphs /one/, /four/, /six/, /seven/ above. Furthermore, should the Debtor have not disbursed or fail to disburse the total Committed Amount, then the pledge and prohibition mentioned above may be levied on the number of Corpbanca Shares proportionately appropriate for the amount actually paid plus the amount to be Disbursed during the Second Availability Period or the Third Availability Period. /s/ The Debtor and the Guarantors are bound to maintain a minimum hedge ratio of guarantee of 1.2 times, it being construed as the ratio between: /one/ the value of the shares pledged as Collateral under the Credit Facility /according to the Share Pledge Agreements, the Collateral of which are entirely implemented and in full force and effect/, without duplication, according to the valuation formula shown in EXHIBIT “L” of this Agreement and which is notarized under the same repertoire number as this public deed, and is made a part hereof to all legal effects, and /two/ any principal balance outstanding under the Credit Facility. Exceptionally, the reported hedge ratio may be less than 1.2 times and in any case it may never be less than 1 time, if such decline is explained solely by the variation of the exchange rate. However, the Debtor always may, in order to maintain the required hedge ratio: /one/ make Voluntary Prepayments according to paragraph /▇▇▇.▇▇▇/ of Section Six of this Agreement; and/or grant additional security interests to the satisfaction of the Creditor. /t/ CorpBanking and Saga agree, from the date of the first Disbursement to be made during the First Availability Period, to retain the full title and ownership to the Corpbanca Shares that are at present owned by the companies controlled by the Controlling Shareholders, except for the transfers permitted under the Permitted Reorganization. /u/ The Debtor and the Guarantors agree to subscribe, simultaneously with each Assignment Agreement, and each of the other instruments and documents to be executed to evidence the obligations underlying such loans once acquired by Creditor, and in favor of the Creditor, including any debt acknowledgments, promissory notes, extension sheets, restructurings and/or rescheduling, and any other instrument that Creditor may reasonably require to subscribe or which is to be subscribed for the purpose of restructuring any acquired loans under the same terms and conditions and the same guarantees established in this the Credit Facility Agreement, and including any security interests or guarantees securing them which shall be assigned jointly with such Loans to the Creditor, duly amended to secure the Obligations, /but the personal guarantees that are assigned shall remain restricted to the amount of the Acquirable Loan secured by them, and which shall be released once the first lien pledge on 139,969,954,146 Corpbanca Shares has been duly levied and legally consummated, as established in paragraph /8//r/ of this Section Ten. The Parties place on record that the Debtor may request the Creditor to acquire one or more of the Acquirable Loans, in which case the same terms and conditions established in this Agreement to make a Disbursement shall be applied, each Assignment Agreement being considered for such purpose as a Disbursement and each Assignment Agreement is to