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Audited Financial Statements
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Financial Statements. Attached hereto as [Schedule 4.2(j)] are copies of the following unaudited financial statements with respect to the Seller Business (collectively “Seller’s Financial Statements”): # balance sheet of Seller as at December 31, 2015 (the "Balance Sheet") and for the quarter ending March 31, 2016 (the "Interim Balance Sheet"), together with the related statement of revenues and expenses for the 12 month period then ended, and # income statements of Seller for the twelve months ending December 31, 2015 and for the quarter ending March 31, 2016. Seller’s Financial Statements: # are true and complete in all material respects; # have been prepared in accordance with the books and records of Seller; # have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a basis consistent with prior periods; and # present fairly in all material respects the financial condition of Seller as of the dates and for the periods indicated. Seller has no outstanding Indebtedness, except for current liabilities reflected in the Final Net Working Capital.

Financial Statements. The Administrative Agent shall have received true, correct and complete copies of the Historical Financial Statements.

Deliver to the [[Administrative Agent:Organization]]:

Financial Statements. The [[Administrative Agent:Organization]] and the shall have received copies of the financial statements referred to in [Section 5.05], each in form and substance satisfactory to each of them.

Financial Statements. The Company has delivered to Buyer true, correct and complete copies of the Financial Statements. Each of the Financial Statements # is accurate and complete in all material respects; # is consistent with the books and records of the Company (which, in turn, are accurate and complete in all material respects); and # presents fairly the financial condition, results of operations, stockholders’ equity and cash flow of the Company as of the dates and for the periods referred to therein, subject to normal year-end adjustments, none of which would be material, individually or in the aggregate, and the absence of notes. Neither the Company nor, to the Company's knowledge any service provider thereof has identified or been made aware of any fraud that involves the management of the Company or service providers of the Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Seller or any claim or allegation regarding any of the foregoing. Annex A sets forth all outstanding Indebtedness of the Company, and for each item of Indebtedness set forth thereon, identifies the debtor, the principal amount as of the date of this Agreement, the creditor, the maturity date, and the collateral, if any, securing such Indebtedness.

Financial Statements. The financial statements included in [[Organization A:Organization]]’s Public Reports were prepared in accordance with Agreement Accounting Principles and fairly present the consolidated financial condition and operations of [[Organization A:Organization]] and its Subsidiaries at the dates thereof and the consolidated results of their operations for the periods then ended.

Financial Statements. Sellers have made available to Purchaser the current balance sheet for each of the Locations and all other financial records of the business, including, but not limited to, financial statements, income statements, inventory counts, and credit card receipts for the last two years. The Financial Statements # are complete and correct in all material respects, # were prepared in the ordinary course of business from the books and records of Sellers in accordance with generally accepted accounting principles, consistently applied and maintained throughout the periods indicated, # present fairly, in all material respects, the financial position of the Business as of the date indicated, and # are suitable for an audit in the form required by the Securities and Exchange Commission.

Financial Statements; Financial Condition. All consolidated financial statements for Co-Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Co-Borrower’s consolidated financial condition and Co-Borrower’s consolidated results of operations. There has not been any material deterioration in Co-Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

Financial Condition; Financial Statements. The consolidated financial statements and schedules, if any, of Holdings and its Subsidiaries, and the related notes thereto, included or incorporated by reference in the Preliminary Offering Memorandum present fairly in all material respects the financial position of Holdings and the Borrower as of the respective dates of such financial statements and schedules, and the results of operations and cash flows of Holdings and its Subsidiaries for the respective periods covered thereby; such statements, schedules and related notes have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis as certified by the independent public accountants named therein; no other consolidated financial statements or schedules, if any, of Holdings and its Subsidiaries are required to be included or incorporated by reference in the Preliminary Offering Memorandum; and the summary historical financial data included in the Preliminary Offering Memorandum under the caption “Summary—Summary Financial Data—Summary Historical and Pro Forma Financial Data of SunOpta” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” present fairly in all material respects the information set forth therein.

Annual Financial Statements. As soon as available, and in any event within 90 days after the close of each fiscal year of the Borrowers, a consolidated balance sheet and income statement of the Borrowers and their Subsidiaries as of the end of such fiscal year, together with related consolidated statements of operations and retained earnings and of cash flows for such fiscal year, setting forth in comparative form consolidated figures as of the end of and for the preceding fiscal year, all such financial information described above to be in reasonable form and detail and audited by independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP (except for changes with which such accountants concur) and shall not be limited as to the scope of the audit or qualified in any manner. Delivery by the Borrowers to the Administrative Agent of BRT’s annual report to the Securities and Exchange Commission on Form 10-K with respect to any fiscal year shall be deemed to be compliance by the Borrowers with this [Section 7.1(a)] (it being agreed that such annual report shall be deemed delivered on the date that # such report on Form 10-K is posted on the website of the Securities and Exchange Commission at www.sec.gov or on the website of the Borrowers at www.brandywinerealty.com and # the Borrowers have provided the Administrative Agent and the Lenders with written notice of such posting).

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