(IV) COMMON STOCK
ISSUED OR ISSUABLE UNDER THE COMPANY'S CURRENT LONG-TERM INCENTIVE COMPENSATION
PLAN.
(B)
IN THE EVENT THE COMPANY PROPOSES TO UNDERTAKE AN ISSUANCE OF NEW
SECURITIES, IT SHALL GIVE TO IFC CERTIFIED WRITTEN NOTICE OF ITS INTENTION,
DESCRIBING THE TYPE OF NEW SECURITIES, AND THEIR PRICE AND THE GENERAL TERMS
UPON WHICH THE COMPANY PROPOSES TO ISSUE THE SAME.
IFC SHALL HAVE FORTY-FIVE
(45) DAYS AFTER ANY SUCH NOTICE IS MAILED OR DELIVERED TO AGREE TO PURCHASE ITS
PRO RATA SHARE OF SUCH NEW SECURITIES FOR THE PRICE AND UPON THE TERMS SPECIFIED
IN SUCH NOTICE BY GIVING WRITTEN NOTICE TO THE COMPANY AND STATING THEREIN THE
QUANTITY OF NEW SECURITIES TO BE PURCHASED.
5.7
IFC POLICY COVENANTS.
(A)
THE COMPANY AND ITS SUBSIDIARIES SHALL:
(I)
UNDERTAKE THEIR OPERATIONS IN COMPLIANCE WITH (I) THE ACTION PLAN
AND (II) THE IFC PERFORMANCE STANDARDS;
(II)
PERIODICALLY REVIEW THE FORM OF THE ANNUAL MONITORING REPORT AND
ADVISE IFC AS TO WHETHER REVISION OF THE FORM IS NECESSARY OR APPROPRIATE IN
LIGHT OF CHANGES TO THE OPERATIONS OF THE COMPANY OR ANY SUBSIDIARY, OR IN LIGHT
OF ENVIRONMENTAL OR SOCIAL RISKS IDENTIFIED BY THE COMPANY'S S&E MANAGEMENT
SYSTEM, AND REVISE THE FORM AS AGREED WITH IFC;
(III)
USE ALL REASONABLE EFFORTS TO ENSURE THE CONTINUING OPERATION OF
THE S&E MANAGEMENT SYSTEM TO ASSESS AND MANAGE THE SOCIAL AND ENVIRONMENTAL
PERFORMANCE OF THE OPERATIONS IN COMPLIANCE WITH THE IFC PERFORMANCE STANDARDS;
16
(IV)
WITHIN SIXTY (60) DAYS AFTER THE END OF EACH FISCAL YEAR, DELIVER
TO IFC AN ANNUAL MONITORING REPORT CONFIRMING COMPLIANCE WITH THE ACTION PLAN,
THE SOCIAL AND ENVIRONMENTAL COVENANTS SET FORTH IN THIS SECTION 5.7 AND
APPLICABLE S&E LAW OR, AS THE CASE MAY BE, IDENTIFYING ANY NON-COMPLIANCE OR
FAILURE, AND THE ACTIONS TAKEN TO REMEDY ANY SUCH DEFICIENCY, IN FORM AND
SUBSTANCE SATISFACTORY TO IFC; PROVIDED THE COMPANY MAY SUPPLEMENT ANY ANNUAL
MONITORING REPORT WITH SUCH INFORMATION AS MAY BE USEFUL TO ENHANCE ITS CLARITY
AND/OR TO BETTER ILLUSTRATE THE COMPANY'S PERFORMANCE OVER TIME (E.G., CHARTS,
GRAPHS);
(V)
WITHIN THREE DAYS AFTER ITS OCCURRENCE, NOTIFY IFC OF ANY SOCIAL,
LABOR, HEALTH AND SAFETY, SECURITY OR ENVIRONMENTAL INCIDENT, ACCIDENT OR
CIRCUMSTANCE HAVING, OR WHICH COULD REASONABLY BE EXPECTED TO HAVE, ANY MATERIAL
IMPACT ON THE IMPLEMENTATION OR OPERATION OF THE OPERATIONS IN COMPLIANCE WITH
THE IFC PERFORMANCE STANDARDS OR A MATERIAL ADVERSE EFFECT, SPECIFYING IN EACH
CASE THE NATURE OF THE INCIDENT, ACCIDENT, OR CIRCUMSTANCE AND THE IMPACT OR
EFFECT ARISING OR LIKELY TO ARISE THEREFROM, AND THE MEASURES THE COMPANY IS
TAKING OR PLANS TO TAKE TO ADDRESS THEM AND TO PREVENT ANY FUTURE SIMILAR EVENT;
AND KEEP IFC INFORMED OF THE ON-GOING IMPLEMENTATION OF THOSE MEASURES;
(VI)
NOT AMEND THE ACTION PLAN IN ANY MATERIAL RESPECT WITHOUT THE
PRIOR WRITTEN CONSENT OF IFC; AND
(VII)
NOT UNDERTAKE, OR INVEST IN ANY PERSON ENGAGED IN, ANY OF THE
ACTIVITIES SET FORTH ON ANNEX B.
(B)
THE COMPANY HEREBY AGREES THAT NO PARTY HERETO SHALL MAKE (AND NO
PARTY