Common use of Disbursement Conditions Clause in Contracts

Disbursement Conditions. (a) Pursuant to the ISA, the Corporation has appointed the City as its agent to request funds from time to time under this Agreement and the City has accepted such appointment and assumed all rights, liabilities, duties and responsibilities of the Corporation under this Agreement regarding the requisition of funds from time to time under this Agreement. Subject to Section 4(d) below, proceeds shall be disbursed under this Agreement solely in respect of Eligible Project Costs paid or incurred and approved for payment by or on behalf of the City in connection with the Project and in consideration for the assignment by the Corporation of its interests in the ISA pursuant to the Assignment Agreement. If the City intends to utilize the disbursed proceeds to make progress payments for Project construction work performed under the Principal Project Contracts, the City shall demonstrate to the satisfaction of the WIFIA Credit Provider that such progress payments are commensurate with the value of the work that has been completed. Each disbursement of available amounts under this Agreement shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One (Form of Requisition) to Exhibit D (Requisition Procedures), along with all documentation and other information required thereby, submitted by the City to, and approved by, the WIFIA Credit Provider, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 and the conditions set forth in Section 11(b) (Conditions Precedent – Conditions Precedent to Disbursements); provided, that no disbursements of proceeds under this Agreement shall be made prior to the End of the Validation Period nor after the Final Disbursement Date.

Disbursement Conditions. (a) Pursuant to the ISAWIFIA IPA, the Corporation Borrower has appointed the City as its agent to request funds from time to time under this Agreement and the City has accepted such appointment and assumed all rights, liabilities, duties and responsibilities of the Corporation Borrower under this Agreement regarding the requisition of funds from time to time under this Agreement. Subject to Section 4(d) below, WIFIA Loan proceeds shall be disbursed under this Agreement solely in respect of Eligible Project Costs paid or incurred and approved for payment by or on behalf of the City in connection with the Project and in consideration for the assignment by the Corporation of its interests in the ISA pursuant to the Assignment AgreementCosts. If the City Borrower intends to utilize the disbursed WIFIA Loan proceeds to make progress payments for Project construction work performed under the Principal Project Construction Contracts, the City City, as agent of the Borrower pursuant to the WIFIA IPA, shall demonstrate to the satisfaction of the WIFIA Credit Provider Lender that such progress payments are commensurate with the value cost of the work that has been completed. Each disbursement of available amounts under this Agreement the WIFIA Loan shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One (Form of Requisition) to Exhibit D (Requisition Procedures), along with all documentation and other information required thereby, submitted by the City City, as agent of the Borrower pursuant to the WIFIA IPA, to, and approved by, the WIFIA Credit ProviderLender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 and the conditions set forth in Section 11(b) (Conditions Precedent – Conditions Precedent to Disbursements); provided, provided that no disbursements of WIFIA Loan proceeds under this Agreement shall be made prior to the End of the Validation Period nor after the Final Disbursement Date.

Disbursement Conditions. (a) Pursuant The obligation of Itaú Nassau to make the Credit Facility Disbursement is subject to the ISAfulfillment of the following conditions precedents, all of which shall be met not only on the date of filing the Disbursement Application but also on the Disbursement Date, unless otherwise provided for in the respective condition: a/ That Itaú Nassau, through the Agent Bank, shall have received at least five Banking Business days prior to the date that on which the Debtor wishes to make a Disbursement, a disbursement application signed by one or more attorneys-in-fact authorized by the Debtor, hereinafter referred to as the “Disbursement Application”, which shall indicate: /i/ the date requested for the disbursement, which must fall on a Banking Business Day during the First Availability Period or during the Second Availability Period, or during the Third Availability Period, as applicable, and according to the Disbursement schedule listed in EXHIBIT “N” hereto, hereinafter referred to as the “Disbursement Date”; /ii/ the amount requested to be disbursed which shall consist, at the most, in the amount required to pay, when due or in advance, the Corporation has appointed principal or the City as its agent Acquirable Loans reported in the respective Disbursement Application to request funds from time be paid under the respective Disbursement plus any Stamp Taxes, break costs and prepayment fees under the terms currently agreed upon in the respective funding to time under this Agreement be paid or on market conditions, if applicable, and other expenses associated to the City has accepted such appointment Disbursement; /iii/ with express instructions to withhold and assumed all rights, liabilities, duties and responsibilities pay out of the Corporation under this Agreement regarding amount of the requisition requested Disbursement, the Stamp Tax in force on the Disbursement Date levied on the Credit Facility; /b/ that Itaú Nassau shall have received as of funds from time the Disbursement Date, an original copy of the Promissory Note evidencing the Disbursement, duly subscribed by one or more authorized attorneys-in-fact of the Debtor, and duly secured by the Guarantors /except for CorpBanking, until the condition precedent to time under this Agreement. Subject which the Joint and Several Guarantee granted by it has been met,/ in accordance with the provisions set forth in Paragraph /Three.Eight/ below; /c/ that the Representations and Warranties made by the Debtor in Section 9 hereof shall continue to Section 4(d) belowbe true and accurate in any material respect, proceeds which shall be disbursed under this Agreement solely in respect of Eligible Project Costs paid or incurred and approved for payment expressly declared by or on behalf a written notice sent to the Creditor by the duly authorized attorneys-in-fact of the City Debtor on the Disbursement Date; /d/ that the Debtor shall have fulfilled all the affirmative and negative covenants established in connection with Section 10 and Section 11 hereof, and that none of the Project Events of Default set forth in Section 12 hereof, or any Default shall not have occurred or remain uncured; /e/ that the Debtor shall have obtained and maintains in consideration for full force and effect, all corporate authorizations and approvals required to execute the assignment by the Corporation of its interests in the ISA pursuant to the Assignment Agreement. If the City intends to utilize the disbursed proceeds to make progress payments for Project construction work performed under the Principal Project Contracts, the City shall demonstrate Credit Documents to the satisfaction of Itaú Nassau ; /f/ That all fees, commissions, charges and expenses of the WIFIA Credit Provider Creditor under this Agreement, as well as the applicable Stamp Tax and any other relevant taxes that may be applicable, accrued before the Disbursement shall have been paid to date by Debtor; /g/ that the Debtor shall have instructed the Creditor, through the Agent Bank, to pay on the Disbursement Date, the Stamp Tax to be levied on the Disbursement, the commissions, fees and expenses accrued until the Disbursement Date or to be accrued on such progress payments date, including any notarial fees and expenses; /h/ that the First Availability Period or the Second Availability Period, or the Third Availability Period, as appropriate, shall have not ended; /i/ that the Joint and Several Surety Bonds and the Committed Pledges which are commensurate with to be issued or executed under the terms and conditions set forth in paragraph /r/ of Section 10 of this Agreement, shall have been executed and fully implemented and still be in full force and effect, /j/ the absence of any pending litigation, lawsuits, investigations or proceedings that may have or cause a Material Adverse Effect; / /k/ That the Debtor, on the Disbursement date shall have not incurred in any default or mere delay in the fulfillment of its obligations to the Creditor, irrespective of their nature, cause or origin; /l/ that as of the Disbursement date, there shall be a minimum hedge ratio of 1.2 times, which is defined as the ratio between: /one/ the value of the work that has been completed. Each disbursement shares delivered as security for the Credit under the Share Pledge Agreements, the Collateral of available amounts under which are entirely executed 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, as is made a part of this Agreement for all legal purposes, and /two/ the outstanding principal balance under the Credit Facility; /m/ that the Debtor shall have instructed the Agent Bank, to its entire satisfaction, to pay out of the disbursed funds, the Acquirable Loans to be paid out of the respective Disbursement, and shall grant the relevant powers of attorney and subscribe the instruments that the Agent Bank may require to such effect and, in the event the payment of the respective Acquirable Loans that have been reported in the Disbursement Application not be made pursuant on the same Disbursement Date, that the Debtor invests such funds in one or more term deposits with the Agent Bank, and endorses them in favor of the Collateral Agent for the benefit of the Creditor, as security for the Obligations, with instructions to a requisition the Collateral Agent to proceed to settle, on the date on which the payment of the respective Acquirable Loans is to be made, such deposit and certification (a “Requisition”) make such payment out of the proceeds arising from such settlement /principal and interest/; /n/ that Corpbanca Shares at present held by any one of the companies controlled by the Controlling Shareholder and not pledged as collateral to the Creditor o to other creditors shall remain in the form escrow as set forth in Appendix One (Form paragraph /v/ of Requisition) Section 10 of this Agreement. Three.Four/ Additional Conditions to Exhibit D (Requisition Procedures), along with all documentation and other information required thereby, submitted by the City to, and approved byfirst Disbursement during the First Availability Period. In addition to the conditions precedent set forth in paragraph /Three.Three/ above, the WIFIA Credit Provider, all in accordance with first Disbursement to be made during the procedures of Exhibit D (Requisition Procedures) and First Availability Period shall be subject to the requirements fulfillment of the following conditions precedent, all of which shall be met not only on the date of filing the Disbursement Application but also on the Disbursement Date, unless otherwise provided for in the respective condition: /a/ that the “Transaction Agreement” executed in English by and among the Debtor Corpbanca, Banco Corpbanca Colombia S.A., Itaú Unibanco Holding, S.A., Banco Itaú Chile and Itaú BBA Colombia, S.A. Corporación Financiera, which gives rise to the Permitted Reorganization shall have been subscribed. /b/ That CorpBanking and Saga, acting jointly, be the direct owners of all Corpbanca Shares at present directly or indirectly held by the Controlling Shareholder and which represent 51.40539% of the Corpbanca Shares issued. /c/ That the first Disbursement be made no later than March 31, 2014. /d/ That Saga shall have been transformed into a Sociedad por Acciones (joint-stock company)./e/ that the Joint and Several Surety Bonds and the Committed Pledges which are required by paragraph /one/r/ of Section Ten of this Agreement, shall have been entirely executed as of the Disbursement Date and be in full force and effect, according to their own terms. /f/ That Corpbanca Shares currently owned by any of the companies controlled by the Controlling Shareholder and which as of the date hereof are not pledged in favor of other creditors shall have been delivered and/or deposited in escrow according to the provisions se forth in paragraph /v/ of Section 4 Ten of this Agreement. /g/ That the Creditor, through the Agent Bank, shall have received a favorable legal opinion of the legal advisors of the Creditor regarding the effectiveness and legality of the Debtor and Guarantors and the powers granted to its agents to subscribe the Credit Documents, to the entire satisfaction of the Creditors. /Three.Five/ Additional Conditions to the Disbursement during the Second Availability Period. In addition to the conditions precedent set forth in Section 11(b) (Conditions Precedent – Conditions Precedent paragraph /Three.Three/ above, the first Disbursement to Disbursements); provided, that no disbursements of proceeds under this Agreement be made during the Second Availability Period shall be made prior subject to the End fulfillment of the Validation Period nor after following conditions precedent, all of which shall be met not only on the Final date of filing the Disbursement Application but also on the Disbursement Date, unless otherwise provided for in the respective condition: /a/ That at least one Disbursement during the First Availability Period shall have been made. /b/ That the authorization of the Superintendencia de Bancos e Instituciones Financieras (Chilean Superintendency of Banks and Financial Institutions) shall have been obtained to carry out the Permitted Reorganization as well as any other authorizations that may be relevant to accomplish the merger in Chile contemplated in the Permitted Reorganization, all of which in compliance with the provisions set forth in the Transaction Agreement. /c/ That the Debtor shall have repaid the principal amount of the loan in full force and effect as of this date to the Creditor amounting to US$250,000,000 or that this loan shall be paid out of the proceeds of the Disbursement to be made during this Second Availability Period. /d/ That, no later than on the Disbursement date, the Debtor creates the Committed Pledges, to the entire satisfaction of the Creditor, on 139,969,954,146 Corpbanca Shares representing 80% of the Corpbanca Shares at present owned by any one of the companies controlled by the Controlling Shareholder, or the number that may be appropriate as set forth in paragraph /8/ /r/ of Section Ten of this Agreement. /Three.Six/ Additional Conditions to the Disbursement during the Third Availability Period. In addition to the conditions precedent set forth in paragraph /Three.Three/ above, the first Disbursement to be made during the Third Availability Period shall be subject to the fulfillment of the following conditions precedent, all of which shall be met not only on the date of filing the Disbursement Application but also on the Disbursement Date, unless otherwise provided for in the respective condition: /a/ That the Debtor and Creditor shall have agreed on the applicable margin to establish the interest rate applicable to the Disbursement made during the Third Availability Period. /b/ That at least one Disbursement during the First Availability Period shall have been made./c/ That no Disbursement shall have been made during the Second Availability Period. /d/ That the authorization of the Superintendencia de Bancos e Instituciones Financieras (Chilean Superintendency of Banks and Financial Institutions) shall have not been obtained to carry out the Permitted Reorganization nor any other authorizations that may be relevant to accomplish the merger in Chile contemplated in the Permitted Reorganization, all of which in compliance with the provisions set forth in the Transaction Agreement. /e/ That once the authorization of the Superintendencia de Bancos e Instituciones Financieras (Chilean Superintendency of Banks and Financial Institutions) to carry out the Permitted Reorganization or any other authorizations that may be relevant to accomplish the merger in Chile contemplated in the Permitted Reorganization has been obtained, all of which in compliance with the provisions set

Disbursement Conditions. (a) Pursuant to the ISA, the Corporation has appointed the City as its agent to request funds from time to time under this Agreement and the City has accepted such appointment and assumed all rights, liabilities, duties and responsibilities of the Corporation under this Agreement regarding the requisition of funds from time to time under this Agreement. Subject to Section 4(d) below, TIFIA Loan proceeds shall be disbursed under this Agreement solely in respect of Eligible Project Costs paid or incurred and approved for payment by or on behalf of the City Borrower in connection with the Project and in consideration for the assignment by the Corporation of its interests in the ISA pursuant to the Assignment AgreementProject. If the City Borrower intends to utilize the disbursed TIFIA Loan proceeds to make progress payments for Project construction work performed under the Principal Project ContractsConstruction Agreements, the City Borrower shall demonstrate to the satisfaction of the WIFIA Credit Provider TIFIA Lender that such progress payments are commensurate with the value of the work that has been completed. Each disbursement of available amounts under this Agreement the TIFIA Loan shall be made pursuant to a requisition and certification (a “Requisition”) in the form set forth in Appendix One (Form of Requisition) to Exhibit D (Requisition Procedures)D, along with all documentation and other information required thereby, submitted by the City Borrower to, and approved by, the WIFIA Credit ProviderTIFIA Lender, all in accordance with the procedures of Exhibit D (Requisition Procedures) and subject to the requirements of this Section 4 (Disbursement Conditions) and the conditions set forth in Section 11(b13(b) (Conditions Precedent – Conditions Precedent to All Disbursements); provided, however, that no disbursements of TIFIA Loan proceeds under this Agreement shall be made on or after the date that is one (1) year after the Substantial Completion Date. The Borrower shall deliver copies of each Requisition to the TIFIA Lender, the FHWA TIFIA Joint Program Office (HITJ), the Servicer (if any) and the [appropriate USDOT modal agency field office] on or before the first (1st) Business Day of each month for which a disbursement is requested. If the TIFIA Lender shall expressly approve a Requisition or shall not expressly deny a Requisition, disbursements of funds shall be made on the fifteenth (15th) day of the month for which a disbursement has been requested, or on the next succeeding Business Day if such fifteenth (15th) day is not a Business Day. Express TIFIA Lender approval or denial shall be substantially in the form annexed hereto as Appendix Three to Exhibit D. In no event shall disbursements be made more than once each month. At the time of any disbursement, the sum of all prior disbursements of TIFIA Loan proceeds and the disbursement then to be made shall not exceed the cumulative disbursements through the end of the then-current calendar year set forth in the Anticipated TIFIA Loan Disbursement Schedule, as the same may be amended from time to time in accordance with the terms of this Agreement. Any scheduled disbursement (as reflected in the Anticipated TIFIA Loan Disbursement Schedule) that remain undrawn at the end of any year shall be available for disbursement in subsequent years, subject to Section 4(a)(ii) (Disbursement Conditions) above. [The Borrower may amend the Anticipated TIFIA Loan Disbursement Schedule by submitting a revised version thereof to the TIFIA Lender no later than thirty (30) days prior to the End proposed effective date of such amendment, together with a detailed explanation of the Validation Period nor after reasons for such revisions. Such revised Anticipated TIFIA Loan Disbursement Schedule shall become effective upon the Final Disbursement DateTIFIA Lender’s approval thereof, which approval shall be granted in the TIFIA Lender’s sole discretion.