OR SIMILAR FEES TO ANY PERSON.
6.19.
TRANSFER OF ASSETS.
THE COMPANY SHALL USE ITS BEST EFFORTS TO TRANSFER
ALL THE BUICK ASSETS TO DOE RUN BUICK.
WITHIN 90 DAYS AFTER THE CLOSING DATE,
THE COMPANY SHALL FILE ALL APPLICATIONS TO OBTAIN ALL REQUIRED CONSENTS,
APPROVALS AND OTHER AUTHORIZATIONS OF ALL APPLICABLE GOVERNMENTAL AUTHORITIES IN
ORDER TO PERMIT THE COMPANY TO TRANSFER ALL THE BUICK ASSETS TO DOE RUN BUICK.
6.20.
FUTURE SUBSIDIARIES; FURTHER ASSURANCES.
IF, AT ANY TIME AFTER THE DATE
HEREOF, ANY PERSON BECOMES A SUBSIDIARY OF THE COMPANY, THE COMPANY WILL, WITHIN
FIVE BUSINESS DAYS AFTER ANY SUCH PERSON BECOMES A SUBSIDIARY OF THE COMPANY,
CAUSE SUCH PERSON TO EXECUTE AND DELIVER TO THE AGENT, FOR THE BENEFIT OF THE
LENDERS AND THE OTHER HOLDERS OF ANY CREDIT OBLIGATION, (A) A JOINDER TO THE
GUARANTEE AND SECURITY AGREEMENT, WHICH JOINDER SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE REQUIRED LENDERS, AND (B) SUCH MORTGAGES, DEEDS OF TRUST,
LEASEHOLD MORTGAGES AND LEASEHOLD DEEDS OF TRUST AS ARE NECESSARY TO GRANT THE
AGENT A FIRST PRIORITY SECURITY INTEREST IN ALL MATERIAL REAL PROPERTY OWNED OR
LEASED BY SUCH PERSON, TOGETHER WITH ALL SUPPORTING DOCUMENTATION DESCRIBED IN
SECTION 5.3; PROVIDED, HOWEVER, THAT IF SUCH PERSON BECOMES A SUBSIDIARY OF DOE
RUN PERU, THEN SUCH PERSON WILL NOT BE REQUIRED (I) TO JOIN THE GUARANTEE AND
SECURITY AGREEMENT AS A PLEDGOR (AS DEFINED IN THE GUARANTEE AND SECURITY
AGREEMENT) OR (II) TO EXECUTE THE DOCUMENTS DESCRIBED IN CLAUSE (B) ABOVE.
6.21.
OBSERVER RIGHTS.
THE COMPANY AGREES THAT ONE REPRESENTATIVE DESIGNATED
BY THE REQUIRED LENDERS:
(A) SHALL BE ENTITLED TO RECEIVE ALL NOTICES, AND TO
ATTEND ALL MEETINGS, OF THE BOARD OF DIRECTORS IN A NON-VOTING OBSERVER
CAPACITY; (B) SHALL BE ENTITLED TO RECEIVE COPIES OF ALL
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minutes of such meetings, together with copies of any items distributed to the
members of the Board of Directors at such meetings, in each case whether or not
such designated representative attends any such meeting; and (c) shall be
entitled to receive copies of all actions by written consent of the Board of
Directors.
7.
REPRESENTATIONS AND WARRANTIES OF COMPANY.
IN ORDER TO INDUCE THE LENDERS
TO EXTEND CREDIT TO THE COMPANY HEREUNDER, THE COMPANY REPRESENTS AND WARRANTS
AS FOLLOWS:
7.1.
ORGANIZATION AND BUSINESS.
7.1.1.
DRAC.
DRAC IS A DULY ORGANIZED AND VALIDLY EXISTING CORPORATION, IN
GOOD STANDING UNDER THE LAWS OF MISSOURI, WITH ALL POWER AND AUTHORITY,
CORPORATE OR OTHERWISE, NECESSARY (A) TO ENTER INTO AND PERFORM EACH TRANSACTION
DOCUMENT TO WHICH IT IS PARTY, (B) TO GUARANTEE THE CREDIT OBLIGATIONS, (C) TO
GRANT TO THE AGENT FOR THE BENEFIT OF THE LENDERS THE SECURITY INTEREST IN THE
CREDIT SECURITY OWNED BY IT TO SECURE THE CREDIT OBLIGATIONS AND (D) TO OWN ITS
PROPERTIES AND CARRY ON THE BUSINESS NOW CONDUCTED OR PROPOSED TO BE CONDUCTED
BY IT.
CERTIFIED COPIES OF THE CHARTER AND BY-LAWS OF DRAC HAVE BEEN PREVIOUSLY
DELIVERED TO THE LENDERS AND THE AGENT AND ARE CORRECT AND