Financial Condition/Solvency Certificate. The Borrower shall have delivered to the Administrative Agent a certificate, in form and substance reasonably satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of the Borrower, that # after giving effect to the Transactions, the Credit Parties and each of their Subsidiaries are, on a Consolidated basis, Solvent, # the financial projections previously delivered to the Administrative Agent represent the good faith estimates (utilizing reasonable assumptions) of the financial condition and operations of the Borrower and its Subsidiaries and # attached thereto is a calculation of the Applicable Margin.

Financial Condition Certificate. The Administrative Agent shall have received a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, as to certain financial matters, substantially in the form of [Exhibit N].

Solvency Certificate. The Administrative Agent shall have received a solvency certificate substantially in the form of [Exhibit H] to the Credit Agreement dated the Second Amendment Effective Date and signed by a Financial Officer of the Borrower.

Solvency Certificate. On the Effective Date, Lender shall have received a solvency certificate from the chief financial officer of Borrower in the form of [Exhibit G].

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.

#The audited consolidated balance sheets and related statements of income and cash flows of Castle and its Subsidiaries as of and for the fiscal years ended ​ and 2016, furnished to the ​ and the Lenders on or prior to the Closing Date, present fairly in all material respects the consolidated financial position of Castle and its Subsidiaries as of such dates and for such periods and # the unaudited consolidated balance sheets and related statements of income and cash flows of Castle and its Subsidiaries as of and for the fiscal quarter ended ​ furnished to the ​ and the Lenders prior to the Closing Date, present fairly in all material respects the consolidated financial condition of Castle and its Subsidiaries as of such dates and for such periods, subject to normal year-end adjustments and the absence of footnotes. All such financial statements (the "Financial Statements") have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes.

Financial Condition Covenants. ​ shall comply with the Financial Condition Covenants set forth in the Pricing Letter.

Solvent Financial Condition. Immediately prior to each Advance, the present aggregate fair salable value of the respective assets of Borrowers (and, for the avoidance of doubt, excluding any Special Purpose Subsidiary) and any Guarantors are greater than the amount required to pay their respective liabilities, and each is able to pay its debts as they mature.

“Solvency Certificate” means a Solvency Certificate executed by the chief financial officer of the Borrower substantially in the form of [Exhibit J] or any other form approved by the Administrative Agent and the Borrower.

Financial Officer’s Certificate. Concurrently with any delivery of financial statements under ‎[[Section 5.01(a) or (b)(i)])]])], a Compliance Certificate certifying that no Default and no Event of Default has occurred or, if a Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, and a Compliance Certificate setting forth # computations of the First Lien Leverage Ratio and the Secured Leverage Ratio in detail reasonably satisfactory to the Administrative Agent (including any Pro Forma Basis calculations and adjustments in reasonable detail) and a certification as to compliance with Section ‎6.15 (other than [Section 6.15(b)], which shall be provided on the 5th Business Day following the end of each month pursuant to [Section 5.01(e)] below) or non-compliance with such covenant, and # in the case of ‎[Section 5.01(a)] above, setting forth Borrower’s calculation of Excess Cash Flow (commencing with the delivery of the financial statements for the fiscal year ending ​) and attaching to such certificate an accurate and complete organization chart showing the ownership structure of the Companies as of the last day of the relevant fiscal year or including in such certificate a confirmation that there have been no changes to Schedule ‎3.07(c);