Covenants. Each of EFH and EFIH shall have performed and complied with, in all material respects, all of their respective covenants and agreements contained in this Agreement that contemplate, by their terms, performance or compliance prior to the First Closing Date. In addition, each of the Oncor Entities shall have performed and complied with, in all material respects, all of their respective covenants and agreements contained in the Oncor Letter Agreement that contemplate, by their terms, performance or compliance prior to the First Closing Date.

Covenants. If any Loan Party or any of its Subsidiaries:

Covenants. The Debtor covenants and agrees with the Secured Party that, from and after the date of this Agreement until the Obligations are paid in full:

“Financial Covenants” shall the financial covenants under Sections 6.10 and 6.11.

“Financial Covenants”: the financial covenants set forth in [Section 7.1(a), (b) and (c)])].

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.

“Financial Condition Covenants” shall mean the financial covenants of the Financial Reporting Party as set forth in Section 4 of the Pricing Letter.

Section # Financial Covenants

“8.12 Financial Covenants.