or otherwise of any additional lien (other than the Mortgage and Pledge) on, any of the properties covered or to be covered by the Mortgage and Pledge.
Section 5.08. Except as the Bank shall otherwise agree, the Borrower shall not incur any long-term indebtedness if, after the incurring of any such long-term indebtedness, the long-term indebtedness of the Borrower would exceed the total capital and surplus of the Borrower. For the purposes of this Section the following terms shall have the meanings hereinafter set forth:
(a) The term "long-term indebtedness" shall mean debt maturing by its terms more than one year after the date on which it is incurred. Whenever for the purposes of this Section it shall be necessary to value in Peruvian currency debt payable in another currency, such valuation shall be made on the basis of the rate of exchange at which such other currency is at the time such valuation is made obtainable for the purposes of servicing such debt.
(b) The term " capital and surplus " shall mean capital and surplus determined in accordance with sound accounting practices.
Section 5.09. Except as the Bank shall otherwise agree, the Company shall declare or pay cash dividends on its shares of capital stock only if the aggregate amount of such dividends is less than the available net profit of the Company on the date of such payment. For the purposes of this Section the term "available net profit" shall mean the accumulated gross earnings from all sources less accumulated operating and administrative expenses and other normal charges against earnings, including interest on debt, taxes, dividends previously declared or paid and amounts allocated to reserves for maintenance, depreciation and contingencies in accordance with sound business practice.
Section 5.10. The Borrower shall pay or cause to be paid all taxes or fees, if any, imposed under the laws of the Guarantor or laws in effect in the territories of the Guarantor on or in connection with the execution, issue, delivery or registration of this Agreement, the Guarantee Agreement, the Notes, or the Mortgage and Pledge or the payment of principal, interest or other charges thereunder; provided, however, that the provisions of this Section shall not apply to taxation of, or fees upon, payments under any Note to a holder thereof other than the Bank when such Note is beneficially owned by an individual or corporate resident of the Guarantor.
Section 5.11. The Borrower shall pay or cause to be paid all taxes and fees, if any, imposed under the laws of the country or countries in whose currency the Loan and the Notes are payable or laws in effect in the territories of such country or countries on or in connection with the execution, issue, delivery or registration of this Agreement, the Guarantee Agreement, the Notes or the Mortgage and Pledge.
Section 5.12. Except as shall be otherwise agreed between the Bank and the Borrower, the Borrower shall insure or cause to be insured the goods financed with the proceeds of the Loan against risks incident to their purchase and importation into the territories of the Guarantor. Such insurance shall be consistent with sound commercial practice and shall be payable in dollars or in the currency in which the cost of the goods insured thereunder shall be payable.
No. 3007
