DOCUMENT TO WHICH IT IS A PARTY OR NECESSARY TO ENSURE THE LEGALITY,
VALIDITY, ENFORCEABILITY OR ADMISSIBILITY IN EVIDENCE THEREOF IN PERU OTHER THAN
(I) WITHHOLDING TAX IN RESPECT OF INTEREST PAID TO THE ADDITIONAL SECURED
FACILITY LENDERS, (II) AMOUNTS THAT ARE REQUIRED TO BE PAID IN CONNECTION WITH
THE REGISTRATION OF THE SECURITY DOCUMENTS WITH THE COMPETENT AUTHORITIES OF
PERU (WHICH HAVE BEEN PAID), AND (III) OTHER AMOUNTS TO BE PAID, IF ANY, IN
CONNECTION WITH COURT OR ARBITRAL PROCEEDINGS, PROCEDURES FOR ARREST OF OR
SEIZURE AND FORECLOSURE ON PROPERTY, AND PROCEDURES FOR THE ENFORCEMENT OF COURT
OR ARBITRAL DECISIONS OR AWARDS.
(O)
LITIGATION
(I)
IT IS NOT ENGAGED IN NOR, TO THE BEST OF
ITS KNOWLEDGE, AFTER DUE INQUIRY, THREATENED BY, ANY MATERIAL LITIGATION,
ARBITRATION OR ADMINISTRATIVE PROCEEDINGS.
(II)
NO JUDGMENT OR ORDER FOR AN AMOUNT OF ONE
MILLION DOLLARS ($1,000,000) OR MORE (OR ITS EQUIVALENT IN ANY OTHER CURRENCY OR
CURRENCIES) HAS BEEN ISSUED AGAINST IT.
40
(P)
COMPLIANCE WITH LAWS
To the best of its knowledge and belief, after due inquiry, it is not in
violation (i) in any material respect of any Laws (other than Laws relating to
the environment, health and safety) and (ii) of any Laws relating to the
environment, health and safety, in each case presently in effect.
(Q)
ENVIRONMENTAL MATTERS
(I)
TO THE BEST OF ITS KNOWLEDGE AND BELIEF,
AFTER DUE INQUIRY, THERE ARE NO MATERIAL SOCIAL OR ENVIRONMENTAL RISKS OR ISSUES
IN RELATION TO THE PROJECT OTHER THAN THOSE IDENTIFIED BY THE S&EA.
(II)
IT HAS NOT RECEIVED NOR IS AWARE OF EITHER
(A) ANY EXISTING OR THREATENED COMPLAINT, ORDER, DIRECTIVE, CLAIM, CITATION OR
NOTICE FROM ANY AUTHORITY OR (B) ANY MATERIAL WRITTEN COMMUNICATION FROM ANY
PERSON CONCERNING THE PROJECT'S FAILURE TO COMPLY WITH ANY MATTER COVERED BY THE
PERFORMANCE STANDARDS WHICH FAILURE HAS, OR COULD REASONABLY BE EXPECTED TO
HAVE, A MATERIAL ADVERSE EFFECT OR A MATERIAL ADVERSE IMPACT ON THE
IMPLEMENTATION OR OPERATION OF THE PROJECT IN ACCORDANCE WITH THE PERFORMANCE
STANDARDS.
(R)
SANCTIONABLE PRACTICES
Neither it nor BPZ Resources, nor any Affiliates, nor any Person acting on its
or their behalf, has committed or engaged in, with respect to the Project or any
transaction contemplated by this Agreement, any Sanctionable Practice.
(S)
LABOR MATTERS
There are no ongoing or, to its best knowledge after due inquiry, threatened,
strikes, slowdowns or work stoppages by its employees or the employees of any
contractor with respect to the Project, except such strikes, slowdowns or work
stoppages as could not reasonably be expected to have a Material Adverse Effect.
(T)
PARI PASSU STATUS
Its obligations under the Finance Documents rank at least pari passu with the
claims of all its unsecured and unsubordinated creditors, except for obligations
mandatorily preferred by law applying to companies in Peru generally.
(U)
PROPRIETARY RIGHTS
The Borrowers own, have sufficient title to, or have the right to use (or can
obtain the right to use on reasonable commercial terms), all patents,
trademarks, service marks, trade