Common use of Financial Statements and Certificates Clause in Contracts

Financial Statements and Certificates. The Company will deliver: (a) to each Bank, as soon as practicable and in any event within 45 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, consolidated and consolidating statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the period from the beginning of the then-current fiscal year to the end of such quarterly period, and a consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such quarterly period, setting forth (1) as to each account affected thereby, all eliminating entries for the Unrestricted Subsidiaries as a group and (2) the resulting consolidated and consolidating figures for the Company and the Restricted Subsidiaries, and setting forth in each case in comparative form figures as of the end of and for the corresponding period in the preceding fiscal year, all in reasonable detail and unaudited but certified by an authorized financial officer of the Company as fairly presenting the financial position and results of operations of the Company and its Subsidiaries as of the date thereof and the period then ended, subject to changes resulting from year-end adjustments; (b) to each Bank, as soon as practicable and in any event within 90 days after the end of each fiscal year, consolidated and consolidating statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for such year, and a consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such fiscal year, setting forth (1) as to each account affected thereby, all eliminating entries for the Unrestricted Subsidiaries as a group and (2) the resulting consolidating figures for the Company and the Restricted Subsidiaries, and setting forth in each case in comparative form corresponding consolidating figures from the preceding annual audit, all in reasonable detail and which shall be reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing selected by the Company whose report shall (A) contain an opinion that shall be unqualified as to the scope or limitations imposed by the Company and shall not be subject to any other material qualification and (B) state that such financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries at the dates indicated and their cash flows and the results of their operations and the changes in their financial position for the periods indicated in conformity with GAAP, and shall be accompanied by a report of such independent public accountants stating that (W) such audit was made for the purpose of forming an opinion on the consolidated financial statements taken as a whole; (X) the consolidating information set forth therein is presented for purposes of additional analysis rather than to present the financial position, results of operations and cash flows of the individual companies; (Y) such consolidating information has been subjected to the auditing procedures applied in the audit of the basic financial statements, and (Z) in such independent public accountants' opinion, such consolidating information is fairly stated in all material respects in relation to the consolidated financial statements taken as a whole, with such changes thereto as such accountants reasonably determine to be appropriate under the circumstances; (c) to each Bank, promptly upon transmission thereof, copies of all financial statements, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits, and other than registration statements and reports relating to employee benefit or compensation plans) and all reports which it files with the Securities and Exchange Commission (or any body or agency succeeding to any or all of the functions of the Securities and Exchange Commission); (d) to each Bank, promptly upon receipt thereof, a copy of each other report submitted to the Company or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company or any such Subsidiary; (e) to each Bank, as soon as practicable and in any event within three days after any executive officer of the Company obtains knowledge (1) of any Default or any condition or event which, in the opinion of management of the Company, would result in a Material Adverse Change (to the extent affecting the Company and its Subsidiaries in a materially different manner or extent than the oil and gas industry generally);

Financial Statements and Certificates. The Company will deliverdeliver in duplicate: (a) to each Bank, (A) as soon as practicable and in any event within 45 60 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, commencing with the quarterly period ending September 30, 1997, consolidated and consolidating statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the period from the beginning of the then-current fiscal year to the end of such quarterly period, and a consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such quarterly period, setting forth (1) as to each account affected thereby, all eliminating entries for the Unrestricted Subsidiaries as a group and (2) the resulting consolidated and consolidating figures for the Company and the Restricted Subsidiaries, and on and after December 31, 1997, setting forth in each case in comparative form figures as of the end of and for the corresponding period in the preceding fiscal year, all in reasonable detail and unaudited but certified by an authorized financial officer of the Company as fairly presenting the financial position and results of operations of the Company and its Subsidiaries as of the date thereof and the period then ended, subject to changes resulting from year-end adjustments; ; provided, however, that delivery of copies of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this clause (bA) with respect to each Bankconsolidated financial statements if such financial statements are included in such report; and (B) prior to the consummation of the Spin-Off, as soon as practicable and in any event within 90 60 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, consolidated and consolidating statements of operations, stockholders' equity and cash flows of the Company SFER and its Subsidiaries for the period from the beginning of the current fiscal year to the end of such yearquarterly period, and a consolidated and consolidating balance sheet of the Company SFER and its Subsidiaries as of the end of such fiscal yearquarterly period, setting forth (1) as to each account affected therebyand, all eliminating entries for the Unrestricted Subsidiaries as a group on and (2) the resulting consolidating figures for the Company and the Restricted Subsidiariesafter December 31, and 1997, setting forth in each case in comparative form figures for the corresponding consolidating figures from period in the preceding annual auditfiscal year, all in reasonable detail and which shall be reported on unaudited but certified by PricewaterhouseCoopers LLP or other independent public accountants an authorized financial officer of recognized national standing selected by the Company whose report shall (A) contain an opinion that shall be unqualified as to the scope or limitations imposed by the Company and shall not be SFER, subject to any other material qualification and (B) state changes resulting from year- end adjustments; provided, however, that such financial statements present fairly, in all material respects, the financial position delivery of copies of the Company and its Subsidiaries at the dates indicated and their cash flows and the results Quarterly Report on Form 10-Q of their operations and the changes in their financial position SFER for the periods indicated in conformity with GAAP, and shall be accompanied by a report of such independent public accountants stating that (W) such audit was made for the purpose of forming an opinion on the consolidated financial statements taken as a whole; (X) the consolidating information set forth therein is presented for purposes of additional analysis rather than to present the financial position, results of operations and cash flows of the individual companies; (Y) such consolidating information has been subjected to the auditing procedures applied in the audit of the basic financial statements, and (Z) in such independent public accountants' opinion, such consolidating information is fairly stated in all material respects in relation to the consolidated financial statements taken as a whole, with such changes thereto as such accountants reasonably determine to be appropriate under the circumstances; (c) to each Bank, promptly upon transmission thereof, copies of all financial statements, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits, and other than registration statements and reports relating to employee benefit or compensation plans) and all reports which it files quarterly period filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this clause (or any body or agency succeeding B) with respect to any or all of the functions of the Securities and Exchange Commission)consolidated financial statements if such financial statements are included in such report; (d) to each Bank, promptly upon receipt thereof, a copy of each other report submitted to the Company or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company or any such Subsidiary; (e) to each Bank, as soon as practicable and in any event within three days after any executive officer of the Company obtains knowledge (1) of any Default or any condition or event which, in the opinion of management of the Company, would result in a Material Adverse Change (to the extent affecting the Company and its Subsidiaries in a materially different manner or extent than the oil and gas industry generally);

Financial Statements and Certificates. The Company Unless waived by Agent, Dealers will deliverdeliver to Agent, in a form reasonably satisfactory to Agent: (a) to Dealers’ audited year-end balance sheet and audited annual profit and loss statement for each Bankfiscal year after the date hereof, as soon as practicable and in any event prepared on a consolidated basis, within 45 twenty (20) days after the end of each quarterly period same are prepared but in no event later than one hundred and twenty (other than the last quarterly period120) in each fiscal year, consolidated and consolidating statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the period from the beginning of the then-current fiscal year to the end of such quarterly period, and a consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such quarterly period, setting forth (1) as to each account affected thereby, all eliminating entries for the Unrestricted Subsidiaries as a group and (2) the resulting consolidated and consolidating figures for the Company and the Restricted Subsidiaries, and setting forth in each case in comparative form figures as of the end of and for the corresponding period in the preceding fiscal year, all in reasonable detail and unaudited but certified by an authorized financial officer of the Company as fairly presenting the financial position and results of operations of the Company and its Subsidiaries as of the date thereof and the period then ended, subject to changes resulting from year-end adjustments; (b) to each Bank, as soon as practicable and in any event within 90 days after the end of each fiscal year, consolidated and consolidating statements accompanied by an unqualified opinion of operationsindependent certified public accountants acceptable to Agent; (b) within sixty (60) days after the end of each of such Dealers’ fiscal quarters, stockholders' equity and cash flows of the Company and its Subsidiaries for such year, and a consolidated and consolidating reasonably detailed balance sheet of the Company and its Subsidiaries income statement as of the last day of such quarter covering Dealers’ operations on a consolidated basis for such quarter; (c) within thirty (30) days after the end of Dealers’ fiscal months, a reasonably detailed balance sheet and income statement as of the last day of such month covering Dealers’ operations for such month, on a consolidated basis; (d) within thirty (30) days after Dealers’ year-end, Dealers’ financial projections for the next fiscal yearyear on a consolidated basis; (e) concurrently with the delivery of the financial statements required to be delivered under clauses (a) and (b), above, a compliance certificate in the form attached hereto as Exhibit C, executed by an officer of Dealers, (f) by the 10th day of each month (or the first Business Day following the 10th day of each month if the 10th day is not a Business Day), or more frequently as requested by Agent, a completed Borrowing Base Certificate; (g) by the 10th day of each month (or the first Business Day following the 10th day of each month if the 10th day is not a Business Day), (i) a schedule of Accounts in form and manner reasonably acceptable to Agent (which shall include current addresses and telephone numbers of Account Debtors and a detailed aging of the Accounts for such period); (ii) a monthly inventory report in the form attached in form and manner reasonably acceptable to Agent, together with supporting documentation requested by Agent; and (iii) a schedule of Parts in form and manner reasonably acceptable to Agent, together with supporting documentation requested by Agent, in each case based on the balances as of the last day of the immediately preceding month. (h) within ten (10) days after Agent’s reasonable request, any other information relating to the Collateral or the financial condition of any Dealer or Dealers; and (i) concurrently with the delivery of the financial statements required to be delivered under clauses (a) and (b), above, a trigger compliance certificate in the form attached hereto as Exhibit F (the “Trigger Compliance Certificate”), setting forth (1) as to each account affected therebya calculation of Fixed Charge Coverage Ratio and TTM EBITDA, executed by an officer of Dealers. Each Dealer represents that all eliminating entries for the Unrestricted Subsidiaries as a group and (2) the resulting consolidating figures for the Company and the Restricted Subsidiaries, and setting forth in each case in comparative form corresponding consolidating figures from the preceding annual audit, all in reasonable detail and which shall be reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing selected by the Company whose report shall (A) contain an opinion that shall be unqualified as to the scope or limitations imposed by the Company and shall not be subject to any other material qualification and (B) state that such financial statements present fairlyand information which have been or may hereafter be delivered by Dealers are and will be true and correct in all material respects and, with respect to all quarterly and annual financial statements, prepared in accordance with GAAP consistently applied in all material respects, and there has been no material adverse change in the financial position or business condition of the Company and its Subsidiaries at the dates indicated and their cash flows and the results of their operations and the changes in their financial position for the periods indicated in conformity with GAAPDealers, and shall be accompanied by a report of such independent public accountants stating that (W) such audit was made for the purpose of forming an opinion on the consolidated financial statements taken as a whole; (X) the consolidating information set forth therein is presented for purposes of additional analysis rather than to present the financial position, results of operations and cash flows of the individual companies; (Y) such consolidating information has been subjected to the auditing procedures applied in the audit of the basic financial statements, and (Z) in such independent public accountants' opinion, such consolidating information is fairly stated in all material respects in relation to the consolidated financial statements taken as a whole, with since the submission to Agent of such changes thereto as such accountants reasonably determine to be appropriate under the circumstances; (c) to each Bank, promptly upon transmission thereof, copies of all financial statements, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits, and other than registration statements and reports relating to employee benefit or compensation plans) and all reports which it files with the Securities and Exchange Commission (or any body or agency succeeding to any or all of the functions of the Securities and Exchange Commission); (d) to each Bank, promptly upon receipt thereof, a copy of each other report submitted to the Company or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company or any such Subsidiary; (e) to each Bank, as soon as practicable and in any event within three days after any executive officer of the Company obtains knowledge (1) of any Default or any condition or event which, in the opinion of management of the Company, would result in a Material Adverse Change (to the extent affecting the Company and its Subsidiaries in a materially different manner or extent than the oil and gas industry generally);Dealers acknowledge Agent’s reliance thereon.

Financial Statements and Certificates. The Company Reseller will deliverdeliver to CPC: (a) to each Bank, a. as soon as practicable available and in any event within 45 60 days after the end of each quarterly period (other than period, except the last quarterly period) in last, of each fiscal year, consolidated the quarterly report on Form 10-Q of INX as prescribed by and consolidating statements of operations, stockholders' equity filed with the Securities and cash flows of the Company and its Subsidiaries for the period from the beginning of the then-current fiscal year to the end of such quarterly period, and a consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such quarterly period, setting forth Exchange Commission (1) as to each account affected thereby, all eliminating entries for the Unrestricted Subsidiaries as a group and (2) the resulting consolidated and consolidating figures for the Company and the Restricted Subsidiaries, and setting forth in each case in comparative form figures as of the end of and for the corresponding period in the preceding fiscal year, all in reasonable detail and unaudited but certified by an authorized financial officer of the Company as fairly presenting the financial position and results of operations of the Company and its Subsidiaries as of the date thereof and the period then ended, subject to changes resulting from year-end adjustmentsor any successor agency); (b) to each Bank, b. as soon as practicable available and in any event within 90 days after the end last day of each fiscal year, consolidated the annual report on Form 10-K of INX as prescribed by and consolidating statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for such year, and a consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such fiscal year, setting forth (1) as to each account affected thereby, all eliminating entries for the Unrestricted Subsidiaries as a group and (2) the resulting consolidating figures for the Company and the Restricted Subsidiaries, and setting forth in each case in comparative form corresponding consolidating figures from the preceding annual audit, all in reasonable detail and which shall be reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing selected by the Company whose report shall (A) contain an opinion that shall be unqualified as to the scope or limitations imposed by the Company and shall not be subject to any other material qualification and (B) state that such financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries at the dates indicated and their cash flows and the results of their operations and the changes in their financial position for the periods indicated in conformity with GAAP, and shall be accompanied by a report of such independent public accountants stating that (W) such audit was made for the purpose of forming an opinion on the consolidated financial statements taken as a whole; (X) the consolidating information set forth therein is presented for purposes of additional analysis rather than to present the financial position, results of operations and cash flows of the individual companies; (Y) such consolidating information has been subjected to the auditing procedures applied in the audit of the basic financial statements, and (Z) in such independent public accountants' opinion, such consolidating information is fairly stated in all material respects in relation to the consolidated financial statements taken as a whole, with such changes thereto as such accountants reasonably determine to be appropriate under the circumstances; (c) to each Bank, promptly upon transmission thereof, copies of all financial statements, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits, and other than registration statements and reports relating to employee benefit or compensation plans) and all reports which it files filed with the Securities and Exchange Commission (or any body or agency succeeding to any or all of the functions of the Securities and Exchange Commissionsuccessor agency); (d) to each Bank, promptly upon receipt thereof, a copy of each other report submitted to the Company or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company or any such Subsidiary; (e) to each Bank, c. as soon as practicable available and in any event within three 30 days after any executive officer the end of each fiscal month of Reseller other than the last month of Reseller’s fiscal year, consolidated balance sheets of the Company obtains knowledge Reseller and its subsidiaries (1if any) as of the end of such fiscal month and the related consolidated statements of income, retained earnings and cash flows for such fiscal month and for the portion of the Reseller’s fiscal year ended at the end of such fiscal month, setting forth in each case in comparative form, (i) the figures for the corresponding fiscal month and the corresponding portion of Reseller’s fiscal year and (ii) Reseller’s budgeted projections for such fiscal quarter and for the portion of Reseller’s fiscal year ended at the end of such fiscal quarter, all in reasonable detail and satisfactory to CPC and certified (subject to normal year-end adjustments and footnote disclosures) on behalf of Reseller and the Subsidiaries as to fairness of presentation, GAAP and consistency by Reseller’s chief financial officer (“Financial Officer”); d. within the period provided in paragraphs (a) and (b) above, the written statement of the Reseller, signed by a Financial Officer, showing the calculations necessary to determine compliance with this Agreement and stating that the signed thereof has re examined the terms and provisions of this Agreement and at the date of said statement no Default has occurred or if the signer is aware of any such Default, he shall disclose in such statement the nature thereof; e. within 15 days after the end of each fiscal month of Reseller, or upon any request for borrowing under the Revolving Credit Facility, and if any outstanding Indebtedness exists under the Revolving Credit Facility on a weekly basis, to be delivered no later than the Friday of each week during such period: (i) a statement showing the age and a reconciliation of Reseller’s Accounts and accounts payable for the preceding month and a status of Inventory showing location, components and value, in such form and detail as CPC may reasonably request, and (ii) documentation to support the statement of Accounts described in subparagraph (c)(i) above, including, but not limited to, sales reports, cash receipts reports, credit and debit journals; f. upon the request of CPC, copies of all of Reseller’s bank statements received during such month and reconciliations thereof, including, but not limited to, statements of depository accounts maintained as a lock box; g as soon as available, each Current Report on Form 8-K of INX as prescribed by and filed with the Securities and Exchange Commission (or any successor agency); h. promptly upon the mailing thereof to the shareholders of INX generally, copies of all financial statements, reports and proxy statements so mailed; i. schedules of Accounts in form and detail acceptable to CPC (which shall include current addresses and telephone numbers of each of Reseller’s account debtors) as often as requested by CPC; j. at CPC's request, copies (or, after the occurrence of an event of Default, originals) of all orders, invoices, and similar agreements and documents; all original shipping instructions, delivery receipts, bills of lading, and other evidence of delivery of Inventory, the sale or disposition of which has resulted in Accounts; k. at CPC’s request, the originals of all Instruments, Chattel Paper, security agreements, guarantees and other documents and property evidencing or securing any Default or any condition or event which, Accounts; in the opinion same form as received and upon such request by CPC, immediately upon the receipt of management each such document, with all necessary endorsements to enable CPC to enforce the same; l. at CPC’s request, copies of the Companyall of Reseller’s federal and state tax returns, would result in a Material Adverse Change including, but not limited to, requests for extensions of such tax returns, when and as filed; m. copies of any and all reports, examinations, notices, warnings and citations issued by any governmental or quasi-governmental (whether federal, state or local), unit, agency, body or entity; and n. such other information as CPC from time to the extent affecting the Company and its Subsidiaries in a materially different manner or extent than the oil and gas industry generally);time reasonably requests.

Financial Statements and Certificates. The Company will deliverdeliver in duplicate: (a) to each Bank, as soon as practicable and in any event within 45 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, consolidated and consolidating statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the period from the beginning of the then-current fiscal year to the end of such quarterly period, and a consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such quarterly period, setting forth (1) as to each account affected thereby, all eliminating entries for the Unrestricted Subsidiaries as a group and (2) the resulting consolidated and consolidating figures for the Company and the Restricted Subsidiaries, and setting forth in each case in comparative form figures as of the end of and for the corresponding period in the preceding fiscal year, all in reasonable detail and unaudited but certified by an authorized financial officer of the Company as fairly presenting the financial position and results of operations of the Company and its Subsidiaries as of the date thereof and the period then ended, subject to changes resulting from year-end adjustments; (b) to each Bank, as soon as practicable and in any event within 90 days after the end of each fiscal year, consolidated and consolidating statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for such year, and a consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such fiscal year, setting forth (1) as to each account affected thereby, all eliminating entries for the Unrestricted Subsidiaries as a group and (2) the resulting consolidating figures for the Company and the Restricted Subsidiaries, and setting forth in each case in comparative form corresponding consolidating figures from the preceding annual audit, all in reasonable detail and which shall be reported on by PricewaterhouseCoopers Price Waterhouse LLP or other independent public accountants of recognized national standing selected by the Company whose report shall (A) contain an opinion that shall be unqualified as to the scope or limitations imposed by the Company and shall not be subject to any other material qualification and (B) state that such financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries at the dates indicated and their cash flows and the results of their operations and the changes in their financial position for the periods indicated in conformity with GAAP, and shall be accompanied by a report of such independent public accountants stating that (W) such audit was made for the purpose of forming an opinion on the consolidated financial statements taken as a whole; (X) the consolidating information set forth therein is presented for purposes of additional analysis rather than to present the financial position, results of operations and cash flows of the individual companies; (Y) such consolidating information has been subjected to the auditing procedures applied in the audit of the basic financial statements, and (Z) in such independent public accountants' opinion, such consolidating information is fairly stated in all material respects in relation to the consolidated financial statements taken as a whole, with such changes thereto as such accountants reasonably determine to be appropriate under the circumstances; (c) to each Bank, promptly upon transmission thereof, copies of all financial statements, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits, and other than registration statements and reports relating to employee benefit or compensation plans) and all reports which it files with the Securities and Exchange Commission (or any governmental body or agency succeeding to any or all of the functions of the Securities and Exchange Commission); (d) to each Bank, promptly upon receipt thereof, a copy of each other report submitted to the Company or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company or any such Subsidiary; (e) to each Bank, as soon as practicable and in any event within three 15 days after any executive officer of the Company obtains knowledge (1) of any Default or any condition or event which, in the opinion of management of the Company, would result in cause a Material Adverse Change (to the extent affecting the Company and its Subsidiaries in a materially different manner or extent than the oil and gas industry generally);

Financial Statements and Certificates. The Company will deliverBorrower shall furnish to the Bank: (a) within 90 days after the end of each Fiscal Year, audited consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related audited consolidated and consolidating statements of income and changes in financial position of the Borrower and its Subsidiaries for such Fiscal Year, prepared in accordance with GAAP, including consolidated and consolidating financial reports with all related schedules and notes attached thereto, including comparative statements from the prior Fiscal Year, and prepared by, and with an unqualified certification of, independent public accountants satisfactory to the Bank, together with a (i) statement (A) stating whether or not such accountants have any knowledge that the Borrower and its Subsidiaries is then or has been in violation of any covenants pertaining to this Agreement or pertaining to any other debt covenant of the Borrower or its Subsidiaries and that, to the best of their knowledge, no event has occurred which, with the passage of time or the giving of notice or both, would constitute any such violation, and (B) certifying the amount of Net Cash Flow for such Fiscal Year, and (ii) accompanied by a certificate signed by the chief financial officer of the Borrower calculating and stating each of the financial covenants contained in Article 9 and commenting upon the financial statements to an extent reasonably satisfactory to the Bank, as soon as practicable and in any event requested by the Bank; (b) within 45 days after the end of each quarterly period Fiscal Quarter (other than the Fiscal Quarter ending on the last day of the Fiscal Year), quarterly period) in each fiscal year, unaudited consolidated and consolidating financial statements of operations, stockholders' equity and cash flows of the Company Borrower and its Subsidiaries for the period from the beginning of the then-current fiscal year to the end of such quarterly period, and a consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such quarterly period, setting forth (1) as to each account affected thereby, all eliminating entries for the Unrestricted Subsidiaries as a group and (2) the resulting consolidated and consolidating figures for the Company and the Restricted Subsidiaries, and setting forth in each case in comparative form figures as of the end of and for the corresponding period in the preceding fiscal year, all in reasonable detail and unaudited but certified by an authorized the chief financial officer of the Company as fairly presenting the financial position Borrower and results of operations of the Company and its Subsidiaries as of the date thereof and the period then ended, prepared in accordance with GAAP (but without footnotes) subject to changes resulting from normal year-end adjustments, including comparative statements from the prior Fiscal Year, and accompanied by a certificate signed by the chief financial officer of the Borrower calculating and stating each or the financial covenants contained in Article 9 and commenting upon the financial statements to an extent reasonably satisfactory to the Bank, as requested by the Bank; (bc) to each Bank, as soon as practicable and in any event within 90 45 days after the end of each fiscal yearFiscal Quarter, consolidated and consolidating statements of operations, stockholders' equity and cash flows a certificate signed by the chief financial officer of the Company Borrower to the effect that, to the best of his knowledge, no Event of Default or Default has occurred and its Subsidiaries for is continuing, or, if the Borrower or any Subsidiary shall be so in default or any such yearcondition, event or act shall have occurred and a consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of be continuing, specifying each such fiscal yeardefault, setting forth (1) as to each account affected therebycondition, all eliminating entries for the Unrestricted Subsidiaries as a group and (2) the resulting consolidating figures for the Company event or act and the Restricted Subsidiaries, nature and setting forth in each case in comparative form corresponding consolidating figures from the preceding annual audit, all in reasonable detail and which shall be reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing selected by the Company whose report shall (A) contain an opinion that shall be unqualified as to the scope or limitations imposed by the Company and shall not be subject to any other material qualification and (B) state that such financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries at the dates indicated and their cash flows and the results of their operations and the changes in their financial position for the periods indicated in conformity with GAAP, and shall be accompanied by a report of such independent public accountants stating that (W) such audit was made for the purpose of forming an opinion on the consolidated financial statements taken as a whole; (X) the consolidating information set forth therein is presented for purposes of additional analysis rather than to present the financial position, results of operations and cash flows of the individual companies; (Y) such consolidating information has been subjected to the auditing procedures applied in the audit of the basic financial statements, and (Z) in such independent public accountants' opinion, such consolidating information is fairly stated in all material respects in relation to the consolidated financial statements taken as a whole, with such changes thereto as such accountants reasonably determine to be appropriate under the circumstances; (c) to each Bank, promptly upon transmission status thereof, copies of all financial statements, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits, and other than registration statements and reports relating to employee benefit or compensation plans) and all reports which it files with the Securities and Exchange Commission (or any body or agency succeeding to any or all of the functions of the Securities and Exchange Commission); (d) to each Bank, promptly upon receipt thereof, a copy within 45 days after the end of each other report submitted to the Company or any of its Subsidiaries by independent accountants in connection with any annualmonth, interim or special audit made by them monthly unaudited consolidated and consolidating balance sheets and income statements of the books of the Company or any such SubsidiaryBorrower and its Subsidiaries; (e) within 45 days prior to the end of each BankFiscal Year, an annual updated long-range business and strategic plan, including cash flow and other financial projections (setting forth in detail the assumptions therefor) on a month-to-month basis for the Borrower and its Subsidiaries for the immediately following Fiscal Year; (f) as soon as practicable and in available, a true copy of any event within three days after "management letter" or other communication to the Borrower (or any executive officer of its Subsidiaries), its officers or its Board of Directors by its accountants regarding matters which arose or were ascertained during the course of the Company obtains knowledge audit and which said accountants determined ought to be brought to management's attention; (1g) appraisals of any Default or any condition or event which, in the opinion of management of the Companyassets of the Borrower as the Bank from time to time may reasonably request; and (h) as soon as practicable, would result in a Material Adverse Change (such other information concerning the financial affairs and condition of the Borrower as the Bank may from time to the extent affecting the Company and its Subsidiaries in a materially different manner or extent than the oil and gas industry generally);time reasonably request.

Financial Statements and Certificates. The Company Dealer will deliverdeliver to CPC: (a) to each Bank, a. as soon as practicable available and in any event within 45 60 days after the end of each quarterly period (other than period, except the last quarterly period) in last, of each fiscal year, consolidated the quarterly report on Form 10–Q of I- SECTOR as prescribed by and consolidating statements of operations, stockholders' equity filed with the Securities and cash flows of the Company and its Subsidiaries for the period from the beginning of the then-current fiscal year to the end of such quarterly period, and a consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such quarterly period, setting forth Exchange Commission (1) as to each account affected thereby, all eliminating entries for the Unrestricted Subsidiaries as a group and (2) the resulting consolidated and consolidating figures for the Company and the Restricted Subsidiaries, and setting forth in each case in comparative form figures as of the end of and for the corresponding period in the preceding fiscal year, all in reasonable detail and unaudited but certified by an authorized financial officer of the Company as fairly presenting the financial position and results of operations of the Company and its Subsidiaries as of the date thereof and the period then ended, subject to changes resulting from year-end adjustmentsor any successor agency); (b) to each Bank, b. as soon as practicable available and in any event within 90 days after the end last day of each fiscal year, consolidated the annual report on Form 10–K of I- SECTOR as prescribed by and consolidating statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for such year, and a consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such fiscal year, setting forth (1) as to each account affected thereby, all eliminating entries for the Unrestricted Subsidiaries as a group and (2) the resulting consolidating figures for the Company and the Restricted Subsidiaries, and setting forth in each case in comparative form corresponding consolidating figures from the preceding annual audit, all in reasonable detail and which shall be reported on by PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing selected by the Company whose report shall (A) contain an opinion that shall be unqualified as to the scope or limitations imposed by the Company and shall not be subject to any other material qualification and (B) state that such financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries at the dates indicated and their cash flows and the results of their operations and the changes in their financial position for the periods indicated in conformity with GAAP, and shall be accompanied by a report of such independent public accountants stating that (W) such audit was made for the purpose of forming an opinion on the consolidated financial statements taken as a whole; (X) the consolidating information set forth therein is presented for purposes of additional analysis rather than to present the financial position, results of operations and cash flows of the individual companies; (Y) such consolidating information has been subjected to the auditing procedures applied in the audit of the basic financial statements, and (Z) in such independent public accountants' opinion, such consolidating information is fairly stated in all material respects in relation to the consolidated financial statements taken as a whole, with such changes thereto as such accountants reasonably determine to be appropriate under the circumstances; (c) to each Bank, promptly upon transmission thereof, copies of all financial statements, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits, and other than registration statements and reports relating to employee benefit or compensation plans) and all reports which it files filed with the Securities and Exchange Commission (or any body or agency succeeding to any or all of the functions of the Securities and Exchange Commissionsuccessor agency); (d) to each Bank, promptly upon receipt thereof, a copy of each other report submitted to the Company or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company or any such Subsidiary; (e) to each Bank, c. as soon as practicable available and in any event within three 10 business days after any executive officer the end of each fiscal month of Dealer other than the last month of Dealer’s fiscal year, consolidated balance sheets of the Company obtains Dealer and its subsidiaries (if any) as of the end of such fiscal month and the related consolidated statements of income, retained earnings and cash flows for such fiscal month and for the portion of the Dealer’s fiscal year ended at the end of such fiscal month, setting forth in each case in comparative form, (i) the figures for the corresponding fiscal month and the corresponding portion of Dealer’s fiscal year and (ii) Dealer’s budgeted projections for such fiscal month and for the portion of Dealer’s fiscal year ended at the end of such fiscal month, all in reasonable detail and satisfactory to CPC and certified (subject to normal year-end adjustments and footnote disclosures) on behalf of Dealer and the Subsidiaries as to fairness of presentation, GAAP and consistency by a Financial Officer; d. within the period provided in paragraph (b) above, the written statement of such accountants that in making the examination necessary to their certification of such audit report they have obtained no knowledge of any Default, or if such accountants shall have obtained knowledge of any such Default, he shall disclose in such statement the nature thereof; e. within the period provided in paragraphs (1a) and (b) above, the written statement of the Dealer, signed by a Financial Officer, showing the calculations necessary to determine compliance with this Agreement and stating that the signed thereof has re examined the terms and provisions of this Agreement and at the date of said statement no Default has occurred or if the signer is aware of any such Default, he shall disclose in such statement the nature thereof; f. within 10 days after the end of each fiscal month of Dealer, or upon any request for borrowing under the Revolving Credit Facility, and if any outstanding Indebtedness exists under the Revolving Credit Facility on a weekly basis, to be delivered no later than the Friday of each week during such period: (i) a statement showing the age and a reconciliation of Dealer’s Accounts and accounts payable for the preceding month and a status of Inventory showing location, components and value, in such form and detail as CPC may reasonably request, and (ii) documentation to support the statement of Accounts described in subparagraph (c)(i) above, including, but not limited to, sales reports, cash receipts reports, credit and debit journals; g. within 30 days after the end of each fiscal month of Dealer, copies of all of Dealer’s bank statements received during such month and reconciliations thereof, including, but not limited to, statements of depository accounts maintained as a lock box; h. as soon as available, each Current Report on Form 8-K of I-SECTOR as prescribed by and filed with the Securities and Exchange Commission (or any successor agency); i. promptly upon the mailing thereof to the shareholders of I-SECTOR generally, copies of all financial statements, reports and proxy statements so mailed; j. schedules of Accounts in form and detail acceptable to CPC (which shall include current addresses and telephone numbers of each of Dealer’s account debtors) as often as requested by CPC; k. at CPC’s request, copies (or, after the occurrence of an event of Default, originals) of all orders, invoices, and similar agreements and documents; all original shipping instructions, delivery receipts, bills of lading, and other evidence of delivery of Inventory, the sale or disposition of which has resulted in Accounts; l. at CPC’s request, the originals of all Instruments, Chattel Paper, security agreements, guarantees and other documents and property evidencing or securing any Default or any condition or event which, Accounts; in the opinion same form as received and upon such request by CPC, immediately upon the receipt of management each such document, with all necessary endorsements to enable CPC to enforce the same; m. as soon as available and in any event within 120 days after the last day of the Companyeach fiscal year copies of all of Dealer’s federal and state tax returns, would result in a Material Adverse Change including, but not limited to, requests for extensions of such tax returns, when and as filed; n. copies of any and all reports, examinations, notices, warnings and citations issued by any governmental or quasi-governmental (whether federal, state or local), unit, agency, body or entity; and o. such other information as CPC from time to the extent affecting the Company and its Subsidiaries in a materially different manner or extent than the oil and gas industry generally);time reasonably requests.

Financial Statements and Certificates. The Company will deliverdeliver in duplicate: (a) to each Bank, (A) as soon as practicable and in any event within 45 60 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, commencing with the quarterly period ending March 31, 1997, consolidated and consolidating statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the period from the beginning of the then-current fiscal year to the end of such quarterly period, and a consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such quarterly period, setting forth (1) as to each account affected thereby, all eliminating entries for the Unrestricted Subsidiaries as a group and (2) the resulting consolidated and consolidating figures for the Company and the Restricted Subsidiaries, and on and after December 31, 1997, setting forth in each case in comparative form figures as of the end of and for the corresponding period in the preceding fiscal year, all in reasonable detail and unaudited but certified by an authorized financial officer of the Company as fairly presenting the financial position and results of operations of the Company and its Subsidiaries as of the date thereof and the period then ended, subject to changes resulting from year-end adjustments; , and (bB) prior to each Bankthe consummation of the Spin-Off, as soon as practicable and in any event within 90 60 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, consolidated statements of operations, stockholders' equity and cash flows of SFER and its Subsidiaries for the period from the beginning of the current fiscal year to the end of such quarterly period, and a consolidated balance sheet of SFER and its Subsidiaries as of the end of such quarterly period, and, on and after December 31, 1997, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and unaudited but certified by an authorized financial officer of SFER, subject to changes resulting from year-end adjustments; PROVIDED, HOWEVER, that delivery of copies of the Quarterly Report on Form 10-Q of SFER for such quarterly period filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this clause (B) with respect to consolidated financial statements if such financial statements are included in such report; (b) to each Bank, (A) as soon as practicable and in any event within 120 days after the end of each fiscal year, commencing with the year ending December 31, 1996, consolidated and consolidating statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for such year, and a consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of such fiscal year, setting forth (1) as to each account affected thereby, all eliminating entries for the Unrestricted Subsidiaries as a group and (2) the resulting consolidating figures for the Company and the Restricted Subsidiaries, and on and after December 31, 1997 setting forth in each case in comparative form corresponding consolidating figures from the preceding annual audit, all in reasonable detail and which shall be reported on by PricewaterhouseCoopers Price Waterhouse LLP or other independent public accountants of recognized national standing selected by the Company whose report shall (A) contain an opinion that shall be unqualified as to the scope or limitations imposed by the Company and shall not be subject to any other material qualification and (B) state that such financial statements present fairly, in all material respects, the financial position of the Company and its Subsidiaries at the dates indicated and their cash flows and the results of their operations and the changes in their financial position for the periods indicated in conformity with GAAP, and shall be accompanied by a report of such independent public accountants stating that (W) such audit was made for the purpose of forming an opinion on the consolidated financial statements taken as a whole; (X) the consolidating information set forth therein is presented for purposes of additional analysis rather than to present the financial position, results of operations and cash flows of the individual companies; (Y) such consolidating information has been subjected to the auditing procedures applied in the audit of the basic financial statements, and (Z) in such independent public accountants' opinion, such consolidating information is fairly stated in all material respects in relation to the consolidated financial statements taken as a whole, with such changes thereto as such accountants reasonably determine to be appropriate under the circumstances; and (B) prior to the consummation of the Spin-Off, as soon as practicable and in any event within 120 days after the end of each fiscal year, consolidated statements of operations, stockholders' equity and cash flows of SFER and its Subsidiaries for such year, and a consolidated balance sheet of SFER and its Subsidiaries as of the end of such fiscal year, and, on and after December 31, 1997, setting forth in each case figures from the preceding annual audit, all in reasonable detail and which shall be reported on by Price Waterhouse LLP or other independent public accountants of recognized national standing selected by SFER whose report shall (A) contain an opinion that shall be unqualified as to the scope or limitations imposed by SFER and shall not be subject to any other material qualification and (B) state that such financial statements present fairly, in all material respects, the financial position of SFER and its Subsidiaries at the dates indicated and their cash flows and the results of their opera tions and the changes in their financial position for the periods indicated in conformity with GAAP, and shall be accompanied by a report of such independent public accountants stating that such audit was made for the purpose of forming an opinion on the consolidated financial statements taken as a whole, with such changes thereto as such accountants reasonably determine to be appropriate under the circumstances; PROVIDED, HOWEVER, that delivery of copies of the Annual Report on Form 10-K of SFER for such fiscal year filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this clause (B) with respect to consolidated financial statements if such financial statements are included in such report; (c) to each Bank, promptly upon transmission thereof, copies of the Prospectus and all financial statements, proxy statements, notices and reports as it shall send to its public stockholders and copies of all registration statements (without exhibits, and other than registration statements and reports relating to employee benefit or compensation plans) and all reports which it files with the Securities and Exchange Commission (or any governmental body or agency succeeding to any or all of the functions of the Securities and Exchange Commission); (d) to each Bank, promptly upon receipt thereof, a copy of each other report submitted to the Company or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company or any such Subsidiary; (e) to each Bank, as soon as practicable and in any event within three 15 days after any executive officer of the Company obtains knowledge (1) of any Default or any condition or event which, in the opinion of management of the Company, would result in cause a Material Adverse Change (to the extent affecting the Company and its Subsidiaries in a materially different manner or extent than the oil and gas industry generally);