THE RESPECTIVE GOVERNMENT
AUTHORITIES AND DISCLOSED TO THE AGENT ARE BEING TAKEN TO REMEDY THE SITUATION.
THE TRANSPORTATION OF ANY HARMFUL, TOXIC OR HAZARDOUS MATERIAL BY DRP SHALL BE
CARRIED OUT IN COMPLIANCE WITH THE ENVIRONMENTAL STANDARDS APPLICABLE TO THIS
EFFECT, ADOPTING THE SUITABLE MEASURES ACCEPTED BY THE RESPECTIVE GOVERNMENT
AUTHORITIES.
10.12
TAXES:
DRP HAS PREPARED, SIGNED AND SUBMITTED TO THE COMPETENT
AUTHORITY THE FORMS OF ALL TAXES AND CONTRIBUTIONS, WHICH IT IS LEGALLY OBLIGED
TO PAY; AND HAS PAID THE SAME EXCEPT THOSE THAT:
ARE BEING CLAIMED BY DRP
THROUGH SUITABLE IMPUGNING APPEALS FOR WHICH PURPOSE, IF SO REQUIRED PURSUANT TO
THE GAAP IN PERU, PROVISIONS OR RESERVES HAVE BEEN MADE IN DRP ACCOUNTING
RECORDS.
THERE IS NO OUTSTANDING PROCEEDING OR DISPUTE BETWEEN DRP AND ANY
25
GOVERNMENT AUTHORITY WITH REGARD TO TAXES AND CONTRIBUTIONS, DIFFERENT FROM
THOSE MENTIONED IN DETAIL IN EXHIBIT V, WHICH FORMS AN INTEGRAL PART OF THIS
CREDIT LINE AGREEMENT, AS SHALL BE PERIODICALLY AMENDED BY DRP.
10.13
IMMUNITY:
DRP HAS NO IMMUNITY WITH RESPECT TO THE JURISDICTION AND
COMPETENCE OF ANY COURT, ARBITRATOR OR TRIBUNAL WHATSOEVER REGARDING ANY LEGAL
PROCEEDING OR DEMAND.
10.14
PRIORITY:
ALL OBLIGATIONS ASSUMED BY DRP UNDER THIS CREDIT LINE
AGREEMENT ARE TOP PRIORITY OBLIGATIONS FOR DRP AND THUS THEY PREVAIL OVER ANY
OTHER DIRECT OR INDIRECT, PRESENT OR FUTURE OBLIGATION OF DRP, EXCEPT THOSE
EXPRESSLY INDICATED IN THE EQUITY RESTRUCTURING LAW AS AMENDED OR REPLACED FROM
TIME TO TIME.
IN THIS SENSE, THE OBLIGATIONS THAT COULD ARISE FOR DRP FROM THE
GENERIC SECURITY GIVEN FOR THE ISSUE OF NEW BONDS, EXISTING BONDS AND THE NEW
LOAN, SHALL BE CONTRACTUALLY SUBORDINATED TO THE OBLIGATIONS ASSUMED BY DRP BY
VIRTUE OF THIS CREDIT LINE AGREEMENT.
CLAUSE ELEVEN:
DRP'S OBLIGATIONS
By means of this Clause, DRP assumes before the Banks the following Obligations:
11.1
FINANCIAL OBLIGATIONS
(I)
TO SEND TO THE AGENT, WITHIN ONE HUNDRED AND TWENTY (120) DAYS
FOLLOWING THE CLOSING OF THE FISCAL YEAR (DECEMBER 31), AND WITHIN THE THIRTY
(30) DAYS FOLLOWING THE CLOSING OF EACH SIX-MONTHLY PERIOD, A CERTIFICATE THAT
SHALL HAVE THE NATURE OF AN AFFIDAVIT, SIGNED BY ITS GENERAL MANAGER,
VICE-PRESIDENT OF FINANCE, TREASURER OR BY THE PERSONS WHO CARRY OUT THEIR
FUNCTIONS IN THEIR ABSENCE, INDICATING THE CASH FLOW AVAILABLE FOR
DISTRIBUTION.
SAID CERTIFICATE MUST CONTAIN A DETAILED EXPLANATION OF THE
CONCEPTS USED BY DRP FOR THE CALCULATION OF THE CASH FLOW AVAILABLE FOR
DISTRIBUTION FOR THE T AND T + 1 PERIODS.
THE BANKS' MAJORITY, HEREBY RESERVES
ITSELF THE RIGHT TO APPROVE THE CASH FLOW AVAILABLE FOR DISTRIBUTION, AND SAID
APPROVAL SHALL NOT BE DENIED WITHOUT REASONABLE JUSTIFICATION BY THE BANKS'
MAJORITY.
(II)
TO SEND TO THE AGENT, WITHIN THE THIRTY (30) BUSINESS DAYS
FOLLOWING EACH FISCAL QUARTER, A CERTIFICATE SIGNED BY ITS GENERAL MANAGER,
VICE-PRESIDENT OF FINANCE, TREASURER OR BY THE PERSONS WHO CARRY OUT THEIR
FUNCTIONS IN THEIR ABSENCE, TESTIFYING THAT DRP IS COMPLYING WITH THE MINIMUM
CONSOLIDATED NET WORTH.
11.2
INFORMATION.
(I)
VERACITY:
TO PROVIDE CORRECT AND COMPLETE INFORMATION WHEN
MAKING