AND INFRINGEMENTS AS DO NOT, IN
THE AGGREGATE, GIVE RISE TO ANY MATERIAL LIABILITY ON THE PART OF THE BORROWERS.
4.20
CASUALTIES OR TAKING OF PROPERTY.
EXCEPT AS
DISCLOSED ON EXHIBIT IV UNDER THE HEADING "CASUALTIES," SINCE JUNE 30, 2008,
NEITHER THE BUSINESS NOR ANY PROPERTY OF EITHER BORROWER HAS BEEN MATERIALLY
ADVERSELY AFFECTED AS A RESULT OF ANY FIRE, EXPLOSION, EARTHQUAKE, FLOOD,
DROUGHT, WINDSTORM, ACCIDENT, STRIKE OR OTHER LABOR DISTURBANCE, EMBARGO,
REQUISITION OR TAKING OF PROPERTY, OR CANCELLATION OF CONTRACTS, PERMITS, OR
CONCESSIONS BY ANY GOVERNMENTAL AUTHORITY, RIOT, ACTIVITIES OF ARMED FORCES, OR
ACTS OF GOD.
28
4.21
LOCATIONS OF BORROWERS.
THE PRINCIPAL PLACE OF
BUSINESS AND CHIEF EXECUTIVE OFFICE OF EACH BORROWER IS LOCATED AT THE ADDRESS
SET FORTH IN SECTION 8.3 OR AT SUCH OTHER LOCATION AS THE BORROWERS MAY HAVE, BY
PROPER WRITTEN NOTICE HEREUNDER, ADVISED THE LENDER, PROVIDED THAT SUCH OTHER
LOCATION IS WITHIN A STATE IN WHICH APPROPRIATE FINANCING STATEMENTS FROM THE
BORROWERS IN FAVOR OF THE LENDER HAVE BEEN FILED.
4.22
SUBSIDIARIES.
NO BORROWER HAS SUBSIDIARIES
EXCEPT THOSE DESCRIBED ON EXHIBIT IV UNDER THE HEADING "SUBSIDIARIES".
4.23
PURCHASERS OF PRODUCTION.
THE PERSONS WHO ARE
PURCHASING THE BORROWERS' INTERESTS IN OIL AND GAS PRODUCED FROM THE BORROWING
BASE OIL AND GAS PROPERTIES AS OF THE DATE OF THIS AGREEMENT ARE IDENTIFIED ON
EXHIBIT VI ATTACHED HERETO.
ARTICLE V
AFFIRMATIVE COVENANTS
So long as any Obligation remains outstanding or unpaid or any Commitment
exists, the Borrowers shall:
5.1
MAINTENANCE AND ACCESS TO RECORDS.
KEEP
ADEQUATE RECORDS, IN ACCORDANCE WITH GAAP, OF ALL THEIR TRANSACTIONS SO THAT AT
ANY TIME, AND FROM TIME TO TIME, ITS TRUE AND COMPLETE FINANCIAL CONDITION MAY
BE READILY DETERMINED, AND PROMPTLY FOLLOWING THE REASONABLE REQUEST OF THE
LENDER, MAKE SUCH RECORDS AVAILABLE FOR INSPECTION BY THE LENDER AND, AT THE
EXPENSE OF THE BORROWERS, ALLOW THE LENDER TO MAKE AND TAKE AWAY COPIES THEREOF.
5.2
QUARTERLY FINANCIAL STATEMENTS; COMPLIANCE
CERTIFICATES.
DELIVER TO THE LENDER, (A) ON OR BEFORE THE 60TH DAY AFTER THE
CLOSE OF EACH OF THE FIRST THREE QUARTERLY PERIODS OF EACH FISCAL YEAR OF THE
BORROWERS, A COPY OF THE UNAUDITED FINANCIAL STATEMENTS OF GUARANTOR AND THE
BORROWERS, ON A CONSOLIDATED BASIS AND ON A CONSOLIDATING BASIS, AS AT THE CLOSE
OF SUCH QUARTERLY PERIOD AND FROM THE BEGINNING OF SUCH FISCAL YEAR TO THE END
OF SUCH PERIOD, SUCH FINANCIAL STATEMENTS TO BE CERTIFIED BY A RESPONSIBLE
OFFICER OF CYMRI AS A FAIR PRESENTATION OF THE CONDITION OF THE BORROWERS AND
GUARANTOR, SUBJECT TO CHANGES RESULTING FROM NORMAL YEAR-END AUDIT ADJUSTMENTS,
AND (B) ON OR BEFORE THE 60TH DAY AFTER THE CLOSE OF EACH FISCAL QUARTER, WITH
THE EXCEPTION OF THE LAST FISCAL QUARTER, A COMPLIANCE CERTIFICATE.
5.3
ANNUAL FINANCIAL STATEMENTS.
DELIVER TO THE
LENDER, ON OR BEFORE THE 120TH DAY AFTER THE CLOSE OF EACH FISCAL YEAR OF THE
BORROWERS, A COPY OF THE ANNUAL AUDITED FINANCIAL STATEMENTS OF GUARANTOR AND
THE ANNUAL UNAUDITED FINANCIAL STATEMENTS OF THE BORROWERS, ON A CONSOLIDATED
BASIS AND