PREMISES AND EQUIPMENT;
(III)
HAVE ACCESS TO THE BORROWER'S OR ITS
SUBSIDIARIES' BOOKS OF ACCOUNT AND ALL RECORDS; AND
(IV)
HAVE ACCESS TO THOSE EMPLOYEES, AGENTS,
CONTRACTORS AND SUBCONTRACTORS OF THE BORROWER OR ITS SUBSIDIARIES WHO HAVE OR
MAY HAVE KNOWLEDGE OF MATTERS WITH RESPECT TO WHICH IFC SEEKS INFORMATION;
at the Borrower's reasonable expense and no more than twice annually (in the
case of IFC and its representatives) and at IFC's expense (in the case of the
CAO); provided that (x) no such prior notice shall be necessary if an Event of
Default or Potential Event of Default is continuing or if special circumstances
so require and (y) in the case of the CAO, such access shall be for the purpose
of carrying out the CAO's Role;
(G)
ENVIRONMENTAL MATTERS.
(THROUGH ITS EMPLOYEES, AGENTS,
CONTRACTORS AND SUBCONTRACTORS), ENSURE THAT THE DESIGN, CONSTRUCTION,
OPERATION, MAINTENANCE, MANAGEMENT AND MONITORING OF THE PROJECT'S SITES,
EQUIPMENT, OPERATIONS AND FACILITIES ARE UNDERTAKEN IN COMPLIANCE WITH (I) THE
ACTION PLAN, (II) THE PERFORMANCE STANDARDS AND (III) THE ESRS;
(H)
REVIEW OF ANNUAL MONITORING REPORT.
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 BORROWER'S BUSINESS
OR OPERATIONS, OR IN LIGHT OF ENVIRONMENTAL OR SOCIAL
34
RISKS IDENTIFIED BY THE BORROWER'S S&E MANAGEMENT SYSTEM, AND REVISE THE FORM AS
AGREED WITH IFC;
(I)
S&E MANAGEMENT SYSTEM.
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 PROJECT IN A MANNER CONSISTENT WITH
THE PERFORMANCE STANDARDS;
(J)
BLOCK Z-1 LICENSE; AUTHORIZATIONS.
(I)
OBTAIN AND MAINTAIN IN FORCE (AND WHERE
APPROPRIATE, RENEW IN A TIMELY MANNER) (I) THE BLOCK Z-1 LICENSE AND (II) ALL
AUTHORIZATIONS, INCLUDING WITHOUT LIMITATION THE AUTHORIZATIONS SPECIFIED IN
ANNEX A, WHICH ARE NECESSARY FOR THE IMPLEMENTATION OF THE PROJECT, THE CARRYING
OUT OF THE BORROWER'S BUSINESS AND OPERATIONS GENERALLY AND THE COMPLIANCE BY
THE BORROWER WITH ALL ITS OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS; AND
(II)
COMPLY WITH ALL THE CONDITIONS AND
RESTRICTIONS CONTAINED IN, OR IMPOSED ON THE BORROWER BY, THE BLOCK Z-1 LICENSE
AND THOSE AUTHORIZATIONS;
unless in the case of the Authorizations, a failure to do so could not
reasonably be expected to have a Material Adverse Effect;
(K)
FINANCIAL RATIOS.
MAINTAIN A BALANCE SHEET LIABILITIES TO
TANGIBLE NET WORTH RATIO OF NO GREATER THAN 70:30;
(L)
PUBLIC DISCLOSURES.
PUBLICLY DISCLOSE ON AN ANNUAL BASIS, ALL
MATERIAL PAYMENTS (SUCH AS TAXES, ROYALTIES, PROFIT SHARES) MADE IN THE PREVIOUS
YEAR TO THE LOCAL AND/NATIONAL GOVERNMENTS OF THE COUNTRY AND THE REPUBLIC OF
ECUADOR UNDER THE APPLICABLE UPSTREAM LICENSE CONTRACTS; AND
(M)
FURTHER ASSURANCES.
FROM TIME TO TIME, EXECUTE, ACKNOWLEDGE AND
DELIVER OR CAUSE TO BE EXECUTED, ACKNOWLEDGED AND DELIVERED SUCH FURTHER
INSTRUMENTS AS MAY REASONABLY BE REQUESTED BY IFC TO ENABLE THE BORROWER AND ITS
SUBSIDIARIES TO COMPLY WITH THEIR OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS.
SECTION 5.02.