BE
DEEMED NOT TO HAVE OCCURRED, AND ANY EVENT OF DEFAULT ARISING THEREFROM SHALL BE
DEEMED TO HAVE BEEN CURED FOR EVERY PURPOSE OF THIS NOTE, BUT NO SUCH WAIVER
SHALL EXTEND TO ANY SUBSEQUENT OR OTHER DEFAULT OR IMPAIR ANY RIGHT CONSEQUENT
THEREON.
5.
WITHHOLDING TAXES.
THE OUTSTANDING
PRINCIPAL AMOUNT AND ANY INTEREST ON THIS NOTE SHALL BE PAYABLE WITHOUT
DEDUCTION OR WITHHOLDING FOR OR ON ACCOUNT OF ANY PRESENT OR FUTURE TAXES,
DUTIES, FEES OR OTHER CHARGES LEVIED OR IMPOSED ON THIS NOTE OR THE HOLDER BY
THE REPUBLIC OF PERU OR ANY POLITICAL SUBDIVISION OR TAXING AUTHORITY THEREOF OR
THEREIN. IF THE BORROWER IS REQUIRED BY LAW TO MAKE ANY SUCH DEDUCTION OR
WITHHOLDING, IT WILL PAY SUCH ADDITIONAL AMOUNTS AS MAY BE NECESSARY SO THAT THE
NET PAYMENT OF THE OUTSTANDING PRINCIPAL AMOUNT TO THE HOLDER AND EVERY NET
PAYMENT OF INTEREST ON THIS NOTE PAID TO THE HOLDER WILL NOT BE LESS THAN THE
AMOUNT PROVIDED FOR HEREIN TO BE THEN DUE AND PAYABLE, PROVIDED THAT IF THE
HOLDER IS OTHERWISE LIABLE TO TAXATION IN THE REPUBLIC OF PERU BY REASON OF ANY
RELATIONSHIP WITH OR ACTIVITY WITHIN THE REPUBLIC OF PERU OTHER THAN ITS
OWNERSHIP OF THIS NOTE, AND THE BORROWER IS REQUIRED TO WITHHOLD OR DEDUCT TAXES
SOLELY BY REASON OF SUCH RELATIONSHIP OR ACTIVITY, THE BORROWER SHALL NOT BE
OBLIGED TO PAY TO THE HOLDER ADDITIONAL AMOUNTS EQUAL TO THE WITHHELD AMOUNTS.
TO THE EXTENT THAT THE HOLDER RECEIVES ANY REIMBURSEMENT OR OTHER AMOUNT ON
ACCOUNT OF TAXES REMITTED ON THE HOLDER'S BEHALF BY THE BORROWER SUCH THAT THE
HOLDER MAKES DOUBLE RECOVERY, SUCH REIMBURSEMENT OR OTHER AMOUNT SHALL BE
APPLIED BY THE HOLDER TO THE REPAYMENT OF MONIES OWNING UNDER THIS NOTE.
6.
BINDING EFFECT; ASSIGNMENTS.
THIS NOTE
SHALL BE BINDING UPON THE SUCCESSORS AND ASSIGNS OF THE BORROWER AND SHALL INURE
TO THE BENEFIT OF THE SUCCESSORS AND ASSIGNS OF THE HOLDER.
7.
CERTAIN DEFINITIONS.
FOR THE PURPOSES
OF THIS NOTE, THE TERM 'BANKING DAY" SHALL MEAN ANY DAY ON WHICH BANKS ARE
GENERALLY OPEN FOR BUSINESS IN BOTH NEW YORK, NEW YORK, UNITED STATES OF
AMERICA, AND LIMA, PERU. AS USED IN THIS NOTE, THE TERMS "BORROWER" AND "HOLDER"
SHALL BE DEEMED TO INCLUDE THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
6
8.
GOVERNING LAW.
THIS NOTE AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, U.S.A., OTHER
THAN PRINCIPLES OF CONFLICTS OF LAW, AND THE BORROWER HEREBY UNDERTAKES AND
AGREES THAT THIS NOTE MAY BE ENFORCED IN ANY STATE OR FEDERAL DISTRICT COURT IN
THE BOROUGH OF MANHATTAN.
WITH RESPECT TO THIS NOTE AND THE ENFORCEMENT
THEREOF, THE BORROWER IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF
THE STATE AND/OR FEDERAL DISTRICT COURTS OF THE BOROUGH OF MANHATTAN AND
IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY HAVE NOW OR HEREAFTER TO SUCH
JURISDICTION AND AGREES NOT TO CLAIM THAT ANY SUCH COURT IS