11.5
INSPECTION:
TO ALLOW THE AGENT'S TECHNICAL PERSONNEL OR THE
PERSONS THAT THE AGENT MAY DESIGNATE, TO VERIFY THE INFORMATION SUPPLIED AND THE
PROPER ALLOCATION OF THE FUNDS PROVIDED BY VIRTUE OF THE CREDITS AND/OR LOANS
GRANTED BY THE BANKS TO DRP WITHIN THE FRAMEWORK OF THIS CREDIT LINE AGREEMENT,
AS WELL AS TO CARRY OUT INSPECTIONS OF DRP'S PLANT AND ESTABLISHMENTS.
DRP
HEREBY AGREES TO BEAR THE COST OF UP TO FOUR INSPECTIONS WITH RESPECT TO THE
QUANTITY OF DRP'S INVENTORY AND UP TO TWO INSPECTIONS REGARDING THE QUALITY OF
DRP'S INVENTORY PER YEAR (THESE LAST ONES SHALL BE MADE AT THE TIME ANY OF THE
FOUR QUANTITY INSPECTIONS OF DRP'S INVENTORY IS MADE).
TO THIS EFFECT, THE
ANNUAL PERIODS SHALL BE COMPUTED FROM THE CLOSING DATE TO EACH ANNIVERSARY OF
THE AFOREMENTIONED DATE.
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11.6
EXISTENCE AND CAPACITY:
TO MAINTAIN ITS EXISTENCE AS A LIMITED
LIABILITY COMPANY UNDER PERUVIAN LAW.
11.7
NON-PARTICIPATION IN UNRELATED ACTIVITIES:
TO REMAIN WITHIN ITS
OWN LINE OF BUSINESS AND ABSTAIN FROM DIRECTLY OR INDIRECTLY PARTICIPATING IN
UNRELATED ACTIVITIES.
THE PROVISIONS, SET FORTH IN THIS SUBCLAUSE DO NOT LIMIT
DRP'S ABILITY TO PROVIDE FUNDING, ASSISTANCE, BENEFITS AND IMPROVEMENTS TO LOCAL
SCHOOLS, GOVERNMENT ORGANIZATIONS AND COMMUNITIES, AS IT HAS BEING DOING IN THE
PAST.
11.8
USE OF FUNDS:
TO ALLOCATE THE FUNDS FROM THE CREDITS AND/OR LOANS
GRANTED BY THE BANKS WITHIN THE FRAMEWORK OF THIS AGREEMENT, TO THE PURPOSE
MENTIONED IN CLAUSE THREE OF THIS CREDIT LINE AGREEMENT.
11.9
PAYMENT TO AFFILIATES:
TO LIMIT PAYMENTS TO DRR AND ITS AFFILIATES
(INCLUDING THE PAYMENTS RELATED TO THE SUBORDINATED LOAN AND EXCLUDING THE TRADE
ACCOUNTS TO DRR) TO THE AVAILABILITY OF A CASH FLOW SURPLUS, PURSUANT TO THE
CASH FLOW AVAILABLE FOR DISTRIBUTION.
LIKEWISE, ADMINISTRATION FEES IN THE
AMOUNT OF US$4,000,000 SHALL BE PAID IN ACCORDANCE TO WHAT IS PROVIDED IN THE
DEFINITION OF CASH FLOW AVAILABLE FOR DISTRIBUTION.
11.10
MAINTENANCE OF ASSETS:
TO MAINTAIN IN GOOD CONDITION, IN ACCORDANCE
WITH THE TYPE OF BUSINESS THAT DRP DEVELOPS, THE PLANT AND OTHER PRODUCTIVE
AREAS THAT ARE NECESSARY FOR THE DEVELOPMENT OF ITS BUSINESS PURPOSE AND, AT
CERTAIN TIMES PERFORM THE REPAIRS AND REPLACEMENTS REQUIRED TO THIS END, EXCEPT
THOSE THAT WOULD NOT CAUSE A MATERIAL ADVERSE EFFECT.
11.11
LIMITATION TO DISPOSE OF ASSETS:
TO ABSTAIN, DURING THE TERM OF
EFFECT OF THIS CREDIT LINE, FROM SELLING, LEASING, TRANSFERRING OR ASSIGNING THE
USE OF THE FIXED ASSETS THAT ARE NECESSARY TO MAINTAIN THE COMPANY'S ESTIMATED
PRODUCTION AND SALES STATED IN THE CREDIT APPLICATION FILED WITH THE BANKS,
UNLESS (I) IT WOULD BE IN THE REGULAR COURSE OF ITS BUSINESS; (II) SAID FIXED
ASSET ARE NO LONGER NECESSARY TO CARRY OUT ITS OPERATIONS, (III) THE FIXED
ASSETS ARE CONSIDERED, IN ACCORDANCE WITH PREVIOUS PRACTICES SURPLUS OR
OBSOLETE, OR (IV) THAT THEY HAVE BEEN REPLACED OR ARE GOING TO BE REPLACED IN
THE REGULAR COURSE OF DRP'S BUSINESS.
Except if an Event of Default occurs, which is not remedied by DRP within the
corresponding term to correct it,