DEBT, AND NO DELAY IN EXERCISING ANY RIGHT, REMEDY OR POWER HEREUNDER
SHALL OPERATE AS A WAIVER THEREOF BY THE
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HOLDERS OF SENIOR DEBT, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE BY THE HOLDERS
OF SENIOR DEBT OF ANY RIGHT, REMEDY OR POWER HEREUNDER PRECLUDE ANY OTHER OR
FUTURE EXERCISE OF ANY OTHER RIGHT, REMEDY OR POWER. EACH AND EVERY RIGHT,
REMEDY AND POWER HEREBY GRANTED TO THE HOLDERS OF SENIOR DEBT, OR ALLOWED TO THE
HOLDERS OF SENIOR DEBT BY LAW OR OTHER AGREEMENT SHALL BE CUMULATIVE AND NOT
EXCLUSIVE THE ONE OF THE OTHER.
(H)
WITHOUT IN ANY WAY LIMITING THE GENERALITY
OF THE FOREGOING SUBSECTION, THE HOLDERS OF SENIOR DEBT MAY, AT ANY TIME AND
FROM TIME TO TIME, WITHOUT THE CONSENT OF OR NOTICE TO THE HOLDER, WITHOUT
INCURRING RESPONSIBILITY TO THE HOLDER, AND WITHOUT IMPAIRING OR RELEASING THE
SUBORDINATION PROVIDED HEREIN OR THE OBLIGATIONS HEREUNDER OF THE HOLDER, DO ANY
ONE OR MORE OF THE FOLLOWING:
(I)
CHANGE THE MANNER, PLACE OR TERMS OF
PAYMENT OF OR EXTEND THE TIME OF PAYMENT OF, OR INCREASE, RENEW OR ALTER, THE
SENIOR DEBT, OR OTHERWISE AMEND OR SUPPLEMENT IN ANY MANNER THE SENIOR DEBT OR
ANY INSTRUMENT EVIDENCING THE SAME OR ANY AGREEMENT UNDER WHICH SENIOR DEBT IS
OUTSTANDING;
(II)
SELL, EXCHANGE, RELEASE OR OTHERWISE DEAL
WITH ANY PROPERTY PLEDGED, MORTGAGED OR OTHERWISE SECURING ANY SENIOR DEBT:
(III)
RELEASE ANY PERSON LIABLE IN ANY MANNER FOR
THE SENIOR DEBT; AND
(IV)
EXERCISE OR REFRAIN FROM EXERCISING ANY RIGHTS
AGAINST THE BORROWER AND ANY OTHER PERSON.
(I)
UPON PAYMENT IN FULL OF ALL SENIOR DEBT,
THE HOLDER SHALL BE SUBROGATED TO THE RIGHTS OF THE HOLDERS OF SENIOR DEBT TO
RECEIVE ANY DISTRIBUTION OF REMAINING ASSETS OF THE BORROWER, OR PAYMENTS BY OR
ON BEHALF OF THE BORROWER, MADE ON THE SENIOR DEBT, UNTIL THIS NOTE SHALL BE
PAID IN FULL.
(J)
THESE SUBORDINATION PROVISIONS ARE
INTENDED SOLELY TO DEFINE THE RELATIVE RIGHTS OF THE HOLDER AND ITS SUCCESSORS
AND ASSIGNS ON THE ONE HAND AND THE HOLDERS OF SENIOR DEBT AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS ON THE OTHER HAND.
3.
ENDORSEMENT OF ANNEX.
THE HOLDER SHALL ENDORSE ON ANNEX A
ATTACHED HERETO ALL PAYMENTS OF OUTSTANDING PRINCIPAL AMOUNT. SUCH ENDORSEMENTS
SHALL BE PRESUMPTIVE EVIDENCE AS TO THE OUTSTANDING PRINCIPAL AMOUNT FROM TIME
TO TIME, BUT THE FAILURE TO MAKE SUCH ENDORSEMENTS SHALL NOT AFFECT THE
OBLIGATIONS OF THE BORROWER HEREUNDER.
4.
EVENTS OF DEFAULT AND REMEDIES.
(A)
EACH OF THE FOLLOWING EVENTS SHALL BE AN
"EVENT OF DEFAULT":
(I)
IF DEFAULT OCCURS IN THE PAYMENT OF THE
OUTSTANDING PRINCIPAL AMOUNT OR ON INTEREST OR ANY OTHER AMOUNT ON THIS NOTE
WHEN DUE AND PAYABLE, AND
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SUCH DEFAULT CONTINUES FOR A PERIOD OF FIVE BANKING DAYS, WHETHER OR NOT THE
HOLDER GIVES NOTICE OF SUCH DEFAULT;
(II)
IF THE BORROWER COMMENCES A PROCEEDING
UNDER THE BANKRUPTCY LAW OF PERU, AS NOW OR HEREAFTER AMENDED (WHICH AS OF THE
DATE OF THIS NOTE IS