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.

Section # Financial Records 21

RECORDS AND FINANCIAL STATEMENTS ARTICLE 7.

Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis and permit Lender to examine and audit Borrower’s books and records at all reasonable times.

Attached hereto as [Section 3.13(a)] of the Crestwood Disclosure Schedule are true, correct and complete copies of # the unaudited consolidated balance sheets and statements of income of the Contributed Entities as of and for the fiscal years ended December 31, 2015 and December 31, 2014 and # the unaudited consolidated balance sheet and statement of income of the Contributed Entities as of and for the two-month period ended as of February 29, 2016 (the “Interim Financial Statements” and, collectively, with the financial statements referred to in clause (i), the “Financial Statements”). Each of the Financial Statements (including the notes thereto, if any) # has been prepared from, and is consistent with, the books and records of the Contributed Entities, # fairly presents in all material respects the financial position of the Contributed Entities as of the dates thereof and the operating results of the Contributed Entities for the periods reflected therein and # has been prepared in accordance with GAAP consistently applied throughout the periods covered thereby in accordance with past custom and practice of the Contributed Entities (subject to the absence of footnotes and, in the case of the Interim Financial Statements, normal year-end adjustments that are not material).

maintaining proper financial records of the Consultant, which records will detail, amongst other things, expenses incurred on behalf of the Company; and

Maintenance of Records. In addition to the accounts and records referred to in [Section 2.11(a)], each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Loan Party or such Subsidiary, as the case may be.

Provision of Records. If, based upon such tests and documentation review performed under Section 9.1, a Batch of Product conforms to the Specifications ​, then a Certificate of Analysis will be completed and approved by the quality assurance department of WuXi ATU. The Batch Documentation for each Batch of Product will be delivered to the representative of Graphite ​.