Business Days prior
notice to the relevant Borrower, permit representatives of the Facility Agents
and the CAO (including any consultants), during normal office hours and subject
to such Borrower's reasonable health and safety rules, environmental policies
and prudent operational requirements, to:
(A)
VISIT ANY OF THE SITES AND PREMISES WHERE
THE BUSINESS OF SUCH BORROWER IS CONDUCTED;
(B)
INSPECT ANY OF SUCH BORROWER'S SITES,
FACILITIES, PLANTS AND EQUIPMENT;
(C)
HAVE ACCESS TO SUCH BORROWER'S BOOKS OF
ACCOUNT AND ALL RECORDS; AND
(D)
HAVE ACCESS TO THOSE EMPLOYEES, AGENTS,
CONTRACTORS AND SUBCONTRACTORS OF SUCH BORROWER WHO HAVE OR MAY HAVE KNOWLEDGE
OF MATTERS WITH RESPECT TO WHICH SUCH FACILITY AGENT SEEKS INFORMATION;
at such Borrower's reasonable expense and no more than twice annually (in the
case of each Facility Agent) and at IFC's expense (in the case of the CAO);
provided that (i) no such prior notice shall be necessary if an Event of Default
or Potential Event of Default is continuing and (ii) in the case of the CAO,
such access shall be for the purpose of carrying out the CAO's Role.
6.7
ENVIRONMENT, SOCIAL, HEALTH AND SAFETY
The Borrowers shall (through their employees, agents, contractors and
subcontractors), ensure that the design, construction, operation, maintenance,
management and monitoring of the Project's sites, plants, equipment, operations
and facilities are undertaken in compliance with (i) the Action Plan, and
(ii) the applicable requirements of the Performance Standards.
44
6.8
ANNUAL MONITORING REPORT; S&E MANAGEMENT
SYSTEM
The Borrowers shall:
(A)
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 MATERIAL CHANGES TO THE BORROWERS' BUSINESS OR
OPERATIONS, OR IN LIGHT OF ENVIRONMENTAL OR SOCIAL RISKS IDENTIFIED BY THE
BORROWERS' S&E MANAGEMENT SYSTEM, AND REVISE THE FORM AS AGREED WITH IFC; AND
(B)
USE ALL REASONABLE EFFORTS TO ENSURE THE
CONTINUING IMPLEMENTATION AND 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.
6.9
CONTINUING GOVERNMENTAL AND OTHER APPROVALS
The Borrowers shall:
(A)
OBTAIN, WHEN REQUIRED, AND MAINTAIN IN
FORCE (AND WHERE APPROPRIATE, RENEW IN A TIMELY MANNER) (I) THE BLOCK Z-1
LICENSE AND EACH OTHER LICENSE CONTRACT, AND (II) ALL AUTHORIZATIONS, INCLUDING
WITHOUT LIMITATION THE AUTHORIZATIONS SPECIFIED IN SCHEDULE 3 (AUTHORIZATIONS),
WHICH ARE NECESSARY FOR THE IMPLEMENTATION OF THE PROJECT, THE CARRYING OUT OF
THE BORROWERS' BUSINESS AND OPERATIONS GENERALLY AND THE COMPLIANCE BY THE
BORROWERS WITH ALL THEIR OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS; AND
(B)
COMPLY WITH ALL THE CONDITIONS AND
RESTRICTIONS CONTAINED IN, OR IMPOSED ON THE BORROWERS BY, THE BLOCK Z-1
LICENSE, EACH OTHER LICENSE CONTRACT AND THOSE AUTHORIZATIONS.
6.10
FINANCIAL RATIOS
The Borrowers shall at all times maintain:
(I)
AN LOF OF NOT LESS THAN 2.0;
(II)
AN LOL OF NOT LESS THAN 1.8;
(III)
A DEBT TO EQUITY RATIO OF NOT GREATER THAN
65:35; AND
(IV)
INTEREST COVER OF NOT LESS THAN 2.5.
6.11