Finance Document;
and all those Authorizations are in full force and effect.
(I)
INSURANCE
The relevant Facility Agent shall have received:
(I)
COPIES OF ALL INSURANCE POLICIES WITH
RESPECT TO THE INSURANCES, INCLUDING THE INSURANCES REQUIRED TO BE OBTAINED
PURSUANT TO SECTION 6.12 (INSURANCE) AND SCHEDULE 4 (INSURANCE) AND A
CERTIFICATION OF THE RELEVANT INSURERS OR INSURANCE AGENTS CONFIRMING THAT THOSE
POLICIES ARE IN FULL FORCE
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AND EFFECT AND ALL PREMIUMS THEN DUE AND PAYABLE UNDER THOSE POLICIES HAVE BEEN
PAID; AND
(II)
AN INSURANCE REPORT FROM THE INSURANCE
ADVISOR CONFIRMING THE ADEQUACY OF THE INSURANCES FOR THE PROJECT AND FOR THE
BORROWERS' BUSINESS.
(J)
ACCOUNTING SYSTEMS AND AUDITORS
The relevant Facility Agent shall have received:
(I)
FROM THE CHIEF FINANCIAL OFFICER OF EACH
BORROWER (WHICH SHALL BE AN AUTHORIZED REPRESENTATIVE) A CERTIFICATE CERTIFYING
THAT, AS AT A DATE NOT EARLIER THAN SIXTY (60) DAYS PRIOR TO THE DATE OF FIRST
DISBURSEMENT UNDER SUCH FACILITY, SUCH BORROWER IS IN COMPLIANCE WITH THE
PROVISIONS OF SECTION 6.5(A) (ACCOUNTING);
(II)
EVIDENCE IN WRITING THAT THE AUDITORS HAVE
BEEN APPOINTED AND THAT SUCH APPOINTMENT REMAINS IN FULL FORCE AND EFFECT; AND
(III)
A CERTIFIED COPY OF A LETTER TO THE AUDITORS
FROM THE BORROWERS SUBSTANTIALLY IN THE FORM OF EXHIBIT C (FORM OF LETTER TO
AUDITORS), SUCH LETTER NOT TO HAVE BEEN RESCINDED.
(K)
LEGAL OPINIONS
The relevant Facility Agent shall have received the following legal opinions,
duly executed and issued, regarding inter alia, due authorization, execution and
delivery of the Finance Documents and the Block Z-1 License by each Borrower and
any other Person which is party to any such document (other than a Finance
Party) and the enforceability of each Finance Document and the Block Z-1
License, together with such other matters incidental to the transactions
contemplated thereby as the relevant Facility Agent may reasonably request:
(I)
THE OPINION OF RODRIGO, ELÍAS & MEDRANO
ABOGADOS, PERUVIAN COUNSEL TO THE BORROWERS;
(II)
THE OPINION OF ESTUDIO AURELIO GARCÍA
SAYÁN ABOGADOS, PERUVIAN COUNSEL TO THE LENDERS;
(III)
THE OPINION OF DEWEY & LEBEOUF LLP, SPECIAL
NEW YORK AND TEXAS COUNSEL TO THE BORROWERS AND BPZ ENERGY INC.;
(IV)
THE OPINION OF WHITE & CASE LLP, SPECIAL NEW
YORK COUNSEL TO THE LENDERS; AND
(V)
SUCH OTHER OPINIONS RELATING TO THE
TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY AS THE RELEVANT
FACILITY AGENT MAY REASONABLY REQUEST.
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(L)
FINANCIAL STATEMENTS
The relevant Facility Agent shall have received:
(I)
CERTIFIED COPIES OF THE ANNUAL AUDITED
FINANCIAL STATEMENTS OF EACH BORROWER AND BPZ RESOURCES FOR ITS MOST RECENT
FINANCIAL YEAR; AND
(II)
CERTIFIED COPIES OF THE MOST RECENTLY
DELIVERED QUARTERLY FINANCIAL STATEMENTS OF EACH BORROWER AND BPZ RESOURCES,
in each case, prepared in accordance with the Accounting Standards.
(M)
PROJECT ACCOUNTS
The Security Trustee shall have confirmed in writing to the relevant Facility
Agent that the Revenue Account required to be maintained at the Security Trustee
pursuant to the Finance Documents has been opened.
(N)
FINANCIAL MODEL
The relevant Facility Agent shall have