Common use of Financial Statements Clause in Contracts

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown therein.

Financial Statements. Golden State has previously made available to Parent Holdings copies of (a) Entergy shall use reasonable best efforts tothe consolidated statements of financial condition of GFB and its Subsidiaries as of June 30 for the fiscal years 1996 and 1997, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for the fiscal years 1995 through 1997, inclusive, as promptly reported in GFB's Annual Report on Form 10-K for the fiscal year ended June 30, 1997 filed with the OTS under the Securities Exchange Act of 1934, as practicable amended (the "Exchange Act"), in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to GFB, and (b) the unaudited consolidated statements of financial condition of Golden State and its Subsidiaries as of September 30, 1997 and the related unaudited consolidated statements of operations and cash flows for the three-month period then ended as reported in Golden State's Quarterly Report on Form 10-Q for the period ended September 30, 1997 filed with the Securities and Exchange Commission (the "SEC") under the Exchange Act. The June 30, 1997 consolidated statement of financial condition of GFB (including the related notes, where applicable) fairly presents the consolidated financial position of GFB and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present, and the financial statements to be filed by Golden State with the SEC after the date hereof and no later than June 30, 2012, provide ITC with will fairly present (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andsubject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount), the results of the independent accountants consolidated operations and consolidated financial position of GFB and its Subsidiaries, and Golden State and its Subsidiaries, as the case may be, for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) complies, and the financial statements to be filed by Golden State with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OTS and the SEC, as applicable, with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act financial statements to be filed by Golden State with the SEC after the date hereof will be, prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of the type Golden State and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)its Subsidiaries have been, and which present fairly are being, maintained in all material respects the combined financial position accordance with GAAP and combined results of operations of the Transmission Business as of the dates any other applicable legal and for the periods shown thereinaccounting requirements.

Financial Statements. (a) Entergy shall use reasonable best efforts toThe combined balance sheets of the Borrower and its Consolidated Subsidiaries as at May 31, as promptly as practicable after 2001 and the date hereof related combined statements of income, expenses and no later than June 30net margins, 2012changes in Members' equity and cash flows for the fiscal year ended May 31, provide ITC 2001, including the related notes, accompanied by the opinion and report thereon of Xxxxxx Xxxxxxxx & Co., certified public accountants, heretofore delivered to the Banks, present fairly in accordance with generally accepted accounting principles (i) the audited combined financial statements position of the Transmission Business, including Borrower and its Consolidated Subsidiaries as at the combined date of said balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined results of the operations of the Borrower and its Consolidated Subsidiaries for said fiscal year. The Borrower has no material liabilities (contingent or otherwise) which are not disclosed by or reserved against in the most recent audited financial statements or in the notes thereto other than (i) Indebtedness incurred and (ii) loan and guarantee commitments issued in each case by the Borrower in the ordinary course of business since the date of such financial statements. All such financial statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, except as disclosed therein. The same representations as are set forth in this Section 4.02 shall be deemed to have been made by the Borrower in respect of the most recent annual and quarterly financial statements of the Transmission Business for applicable interim periods Borrower and its Consolidated Subsidiaries (except that the opinion and report of Xxxxxx Xxxxxxxx & Co. may be replaced by an opinion and report of another nationally recognized firm of independent certified public accountants) furnished or required for SEC filings, including to be furnished to the extent required for SEC filings Banks prior to or at the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case time of the Audited Financial Statementsmaking of each Loan hereunder, a report of at the independent accountants for time the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception same are furnished or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise required to be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinfurnished.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof Buyer has delivered to Seller -------------------- accurate and no later than June 30, 2012, provide ITC with complete copies of (i) the Alliance PLC's audited combined financial statements of the Transmission Business, including the combined consolidated balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business sheet as of December 31April 30, 2010 and December 31, 20111999, and the combined related audited consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), stockholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31year then ended, 2009and the notes and schedules thereto, December 31together with the unqualified report thereon of KPMG Audit Plc, 2010 and December 31, 2011 independent public accountants (collectively, the “"Audited Financial Statements”") and (ii) Buyer's unaudited consolidated balance sheet as of January 31, 2000 (the "Latest Balance Sheet"), and the related unaudited combined financial consolidated statements of the Transmission Business for applicable interim periods required for SEC filingsincome, including to the extent required for SEC filings or the Financings or ITC Financingstockholders' equity, and cash flows for the periods three-month period then ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with (the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited "Unaudited Financial Statements"), a report of certified by Buyer's chief financial officer (collectively, the independent accountants for the Transmission Business"Financial Statements"). The Financial Statements (i) represent actual bona fide transactions, (ii) have been prepared from the books and records of Entergy Alliance PLC and Buyer and their respective consolidated Subsidiaries in accordance conformity with U.S. GAAP (with no exception or qualification thereto) accounting principles applied on a basis consistent basis with preceding years throughout the periods involved and (except iii) fairly present Alliance PLC's and Buyer's (as may otherwise be required under GAAPapplicable) and the rules and regulations consolidated financial position as of the SEC, including the requirements of Regulation S-X respective dates thereof and Regulation S-K under the Exchange Act Alliance PLC's and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act Buyer's (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined as applicable) consolidated results of operations of the Transmission Business as of the dates and cash flows for the periods shown thereinthen ended. The statements of income included in the Financial Statements do not contain any items of special or nonrecurring income except as identified in the notes thereto, and the balance sheets included in the Financial Statements do not reflect any write-up or revaluation increasing the book value of any assets, nor have there been any transactions since the date of the Latest Balance Sheet giving rise to special or nonrecurring income or any such write-up or revaluation.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined The financial statements of the Transmission BusinessCompany included in the Registration Statement, including the combined balance sheets General Disclosure Package and the Prospectus, together with the related schedules (or other comparable statements as permitted under applicable securities Lawif any) and notes, present fairly in all material respects the financial position of the Transmission Business as of December 31, 2010 and December 31, 2011, Company and the combined statements Subsidiary (as defined below) at the dates indicated and the results of income (or statements of revenues and direct expensesoperations, or other comparable statements as permitted under applicable securities Law), changes in shareholders’ equity and cash flows of the Company and the Subsidiary for the periods specified; the financial statements of any other entities or businesses included in the Registration Statement, the General Disclosure Package or the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the financial position of each such entity or business, as the case may be, and its consolidated subsidiaries (if any) at the dates indicated and the results of operations, changes in shareholders’ (or other comparable statements owners’) equity and cash flows of such entity or business, as permitted under applicable securities Lawthe case may be, and its consolidated subsidiaries (if any) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31specified; and all such financial statements have been prepared in conformity with International Financial Reporting Standards (“IFRS”), 2010as issued by the International Accounting Standards Board, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved and comply in all material respects with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations, or the 1934 Act and the 1934 Act Regulations, as applicable. The supporting schedules, if any, included in the Registration Statement present fairly in all material respects, in accordance with IFRS, the information required to be stated therein. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Summary Financial Data” presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the audited financial statements of the Company included in the Registration Statement, the General Disclosure Package and the Prospectus. All “non-GAAP financial measures” (except as may otherwise be required under GAAP) and such term is defined in the rules and regulations of the SECCommission), including if any, contained in the requirements Registration Statement, the General Disclosure Package and the Prospectus comply with Item 10 of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of Commission, to the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinextent applicable.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after The Buyer has previously made available to the date hereof and no later than June 30, 2012, provide ITC with Company copies of (i) the audited combined financial consolidated statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) financial condition of the Transmission Business Buyer as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business 31 for the fiscal years 2003 and 2004, and the related consolidated statements of operations and comprehensive income, stockholder’s equity for the fiscal years then ended, as reported in the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 20092004 filed with the SEC under the Exchange Act, December 31in each case accompanied by the audit report of KPMG LLP, 2010 and December 31independent public accountants with respect to the Buyer, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial consolidated statements of financial condition of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, Buyer as of June 30, 2010, September 30, 2010, March 31, 2011, 2005 and the related unaudited statement of operations for the three (3) month period then ended as reported in the Buyer’s Quarterly Report on Form 10-Q for the period ended June 30, 2011, September 30, 2011 and March 2005 filed with the SEC under the Exchange Act. The December 31, 20122004 consolidated statement of financial condition of the Buyer (including the related notes, where applicable) (the “Buyer Balance Sheet”) fairly presents the consolidated financial position of the Buyer and its Subsidiaries, and, as of the date thereof, the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present, the consolidated financial position and the results of the consolidated operations of the Buyer and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each case together of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the related notes, where applicable) has been prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andor, in the case of the Audited Financial Statementsunaudited statements, a report of the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation Spermitted by Form 10-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown therein.Q.

Financial Statements. Schedule 3.6 sets forth true and complete copies of the following financial statements (collectively, the “Minority Bank Financial Statements”): (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements balance sheets of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Minority Bank as of December 31, 2011, 2010 and December 31, 2011, 2009 and the combined related statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in stockholders’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years then ended, and (b) the unaudited interim balance sheet of the Minority Bank as of June 30, 2012 (the “Minority Bank Interim Balance Sheet”) and the related statement of income for the six-month period then ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectivelytogether with the Minority Bank Interim Balance Sheet, the “Audited Minority Bank Interim Financial Statements”) ). The Minority Bank Financial Statements are complete and correct and have been prepared in conformity with generally accepted accounting principles (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto“GAAP”) applied on a consistent basis throughout the periods involved involved. Each balance sheet (except including any related notes) included in the Minority Bank Financial Statements presents fairly the financial position of the Minority Bank as may otherwise be required under GAAPof the date thereof, and each income statement (including any related notes) and statement of cash flow included in the rules Minority Bank Financial Statements presents fairly the results of operations and regulations cash flow, respectively, of the SECMinority Bank for the period set forth therein; provided, including however, that the requirements of Regulation SMinority Bank Interim Financial Statements contain all adjustments necessary for a fair presentation, subject to normal, recurring year-X and Regulation S-K under end adjustments (which adjustments will not be, individually or in the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial informationaggregate, material), and which present fairly in all material respects the combined financial position and combined results of operations lack footnotes. Each of the Transmission Business as audited Minority Bank Financial Statements has been certified by the Minority Bank’s independent auditor, who has expressed an unqualified opinion on such Minority Bank Financial Statements, and each of the dates Minority Bank Interim Financial Statements has been certified by the Minority Bank’s chief executive officer and for principal accounting officer. The books, records and accounts of each of the periods shown thereinMinority Bank accurately and fairly reflect, in reasonable detail, all transactions and all items of income and expense, assets and liabilities and accruals relating to the Minority Bank.

Financial Statements. Parent Holdings has previously made available to Golden State copies of (a) Entergy shall use reasonable best efforts tothe consolidated statements of financial condition of Parent Holdings and its Subsidiaries as of December 31 for the fiscal years 1995 and 1996 and the related consolidated statements of operations, stockholder's equity and cash flows for the fiscal years 1994 through 1996, inclusive, as promptly reported in Parent Holdings' Annual Report on Form 10-K for the fiscal year ended December 31, 1996 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Parent Holdings, and (b) the unaudited consolidated statements of financial condition of Parent Holdings and its Subsidiaries as practicable of September 30, 1997 and September 30, 1996 and the related unaudited consolidated statements of operations, stockholder's equity and cash flows for the nine-month periods then ended as reported in Parent Holdings' Quarterly Report on Form 10-Q for the period ended September 30, 1997 filed with the SEC under the Ex- change Act. The December 31, 1996 consolidated statement of financial position of Parent Holdings (including the related notes, where applicable) fairly presents the consolidated financial position of Parent Holdings and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present, and the financial statements to be filed by Parent Holdings with the SEC after the date hereof and no later than June 30, 2012, provide ITC with will fairly present (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andsubject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount), the results of the independent accountants consolidated operations and changes in stockholder's equity and consolidated financial position of Parent Holdings and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) complies, and the financial statements to be filed by Parent Holdings with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act financial statements to be filed by Parent Holdings with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of the type Parent Holdings and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)its Subsidiaries have been, and which present fairly are being, maintained in all material respects the combined financial position accordance with GAAP and combined results of operations of the Transmission Business as of the dates any other applicable legal and for the periods shown thereinaccounting requirements.

Financial Statements. Parent has previously made available to the Company copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof consolidated balance sheet of Parent and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business its Subsidiaries as of December 31, 2010 and December 31, 201131 for the fiscal year 2006, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), shareholders’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 312005 and 2006, 2009accompanied by the audit report of PricewaterhouseCoopers LLP, December 31, 2010 and December 31, 2011 independent public accountants with respect to Parent (collectively, the “2006 Parent Audited Financial Statements”) and (iib) the unaudited combined financial statements consolidated balance sheet of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended Parent and its Subsidiaries as of March 31, 20102007, June 30and the related consolidated statements of income, 2010, September 30, 2010, shareholders’ equity and cash flows for the three-month period then ended (the “March 31 Parent Unaudited Financial Statements”). Each of the December 31, 2011, June 30, 2011, September 30, 2011 2006 and March 31, 20122007 consolidated balance sheets of Parent (including the related notes, where applicable) fairly present the consolidated financial position of Parent and its Subsidiaries as of the date of such balance sheet, and the other financial statements referred to in each case together this Section 5.7 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the notes thereto if and to SEC after the extent that notes are required for SEC filings or the Financings or ITC Financing anddate hereof will fairly present (subject, in the case of the Audited Financial Statements, a report each of the independent accountants unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of Parent and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) complies, and the financial statements to be filed with the SEC after the date hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act and financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the type SEC. The books and form customarily included in offering documents used in private placements under Rule 144A records of the Securities Act (including pro forma financial information)Parent and its Subsidiaries have been, and which present fairly are being, maintained in all material respects the combined financial position accordance with GAAP and combined results of operations of the Transmission Business as of the dates any other applicable legal and for the periods shown thereinaccounting requirements.

Financial Statements. Buyer has previously made available to the Company copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial consolidated statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) financial condition of the Transmission Business Buyer and its Subsidiaries as of December 31, 2010 31 for the fiscal years 1997 and December 31, 2011, 1998 and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in stockholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years 1996 through 1998, inclusive, as reported in Buyer's Annual Report on Form 10-K for the fiscal year ended December 31, 20091998 filed with the SEC under the Exchange Act, December 31in each case accompanied by the audit report of KPMG LLP, 2010 and December 31independent public accountants with respect to Buyer, 2011 (collectively, the “Audited Financial Statements”) and (iib) the unaudited combined financial consolidated statements of financial condition of Buyer and its Subsidiaries as of March 31, 1998 and March 31, 1999 and the Transmission Business for applicable interim periods required for SEC filingsrelated unaudited consolidated statements of income, including to the extent required for SEC filings or the Financings or ITC Financing, changes in stockholder's equity and cash flows for the three-month periods then ended as reported in Buyer's Quarterly Report on Form 10-Q for the period ended March 31, 2010, June 30, 2010, September 30, 2010, March 1999 filed with the SEC under the Exchange Act. The December 31, 20111998 consolidated statements of financial condition of Buyer (including the related notes, June 30where applicable) fairly presents the consolidated financial position of Buyer and its Subsidiaries as of the date thereof, 2011and the other financial statements referred to in this Section 5.6 (including the related notes, September 30where applicable) fairly present, 2011 and March 31, 2012, in each case together the financial statements to be filed by Buyer with the notes thereto if and to SEC after the extent that notes are required for SEC filings or the Financings or ITC Financing anddate of this Agreement will fairly present (subject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount), the results of the independent accountants consolidated operations and changes in stockholders' equity and consolidated financial position of Buyer and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) complies, and the financial statements to be filed by Buyer with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act financial statements to be filed by Buyer with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of the type Buyer and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)its Subsidiaries have been, and which present fairly are being, maintained in all material respects the combined financial position accordance with GAAP and combined results of operations of the Transmission Business as of the dates any other applicable legal and for the periods shown thereinaccounting requirements and reflect only actual transactions.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements The consolidated balance sheet of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Company as of December 31, 2010 1999 (the "Audited Balance Sheet") and December 31the related statements of operations, 2011cash flows and changes in stockholders equity for the year then ended, certified by PricewaterhouseCoopers, LLP (the "1999 Financials"), and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined consolidated financial statements of the Transmission Business for applicable interim periods required for Company included in the Company SEC filingsFilings have been prepared in accordance with generally accepted accounting principles consistently applied and consistent with prior periods, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andsubject, in the case of the Audited Financial Statementsunaudited interim consolidated financial statements, a report to year-end adjustments (which consist of the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAPnormal recurring accruals) and the rules and regulations absence of certain footnote disclosures. The consolidated balance sheets of the SEC, including Company included in the requirements of Regulation S-X and Regulation S-K under the Exchange Act 1999 Financials and the Securities Act and Company SEC Filings fairly present the consolidated financial position of the type Company as of their respective dates, and form customarily the related consolidated statements of operations, cash flows and stockholders' equity included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), 1999 Financials and which the Company SEC Filings fairly present fairly in all material respects the combined financial position and combined consolidated results of operations of the Transmission Business as Company for the respective periods then ended, subject, in the case of unaudited interim financial statements, to year-end adjustments (which consist of normal recurring accruals) and the absence of certain footnote disclosures. None of the dates Company and its Subsidiaries has any liabilities or obligations (whether absolute, accrued, contingent or otherwise) of a nature required by generally accepted accounting principles to be reflected in a consolidated balance sheet (or reflected in the notes thereto), except for those (i) that are accrued or reserved against in the periods shown thereinCompany's financial statements (or reflected in the notes thereto) included in the 1999 Financials and the Company SEC Filings, (ii) that were incurred subsequent to March 31, 2000 in the ordinary course of business and consistent with past practice, or (iii) that would not individually or in the aggregate have a Material Adverse Effect on the Company.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with York has heretofore delivered to Buyer Parties (ix) the audited combined consolidated financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) York and its Subsidiaries for each of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 20092002 through 2004, December 31in each case including a balance sheet as of such date and the related statements of income, 2010 stockholders' equity and December 31, 2011 cash flows for each of the respective periods then ended (collectively, the “"Audited Financial Statements”"), (y) the unaudited consolidated financial statements of York and its Subsidiaries as of and for the five months ended May 31, 2005, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for the five month period ended May 31, 2005 (collectively, the "Reference Financial Statements") and (iiz) the unaudited combined consolidated financial statements of York and its Subsidiaries as of and for each of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the year-to-date periods ended March 31, 2010, June 30, 20102005, September 30, 20102005, March October 31, 2011, June 2005 and November 30, 20112005, September 30, 2011 and March 31, 2012respectively, in each case including a balance sheet as of such date and the related statements of income, stockholders' equity and cash flows for each of the respective year-to-date and monthly periods then ended (collectively, the "Interim Financial Statements" and together with the notes thereto if Audited Financial Statements and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Reference Financial Statements, a report of the independent accountants for the Transmission Business, "Financial Statements"). The Financial Statements (i) have been prepared from the books Books and records Records of Entergy and York, (ii) have been prepared in accordance with GAAP (with no exception or qualification thereto) consistently applied on a consistent basis throughout the periods involved covered thereby and (except as may otherwise be required under GAAPiii) and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which fairly present fairly in all material respects the combined assets and liabilities (including all reserves) and the financial position and combined condition, results of operations and cash flows of the Transmission Business York and its Subsidiaries as of the respective dates and for the respective periods shown thereof, except that the Reference Financial Statements and Interim Financial Statements (A) do not have footnotes as required by GAAP and (B) are subject to normally recurring year-end adjustments that are not, in the aggregate, material. The Audited Financial Statements have been examined by Deloitte & Touche, LLP, independent certified public accountants, whose report thereon is included with the Audited Financial Statements. York has not received any notice from its independent auditors, and Seller otherwise does not have Knowledge, of any matter that would be considered a "significant deficiency" or "material weakness" (as such terms are defined in Auditing Standards No. 2 adopted by the Public Company Accounting Oversight Board) with respect to York's internal control over financial reporting. Since December 31, 2004, there has been no change in any of the significant accounting policies, practices or procedures of York and its Subsidiaries, except as disclosed in the Financial Statements. York has no debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, whether currently due or to become due, except those (i) set forth in the Financial Statements in the amounts set forth therein, which have been paid or discharged as they have become due after the expiration of any applicable grace periods, or are being disputed in good faith, since the date thereof, or that consist of normal year-end reclassifications and adjustments made in accordance with GAAP that are not, in the aggregate, material or (ii) incurred since November 30, 2005 in the ordinary course of business consistent with past practice and in amounts that are not material to York and its Subsidiaries taken as a whole.

Financial Statements. The Company has previously made available to Parent copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements consolidated balance sheet of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Company and its Subsidiaries as of December 31, 2010 and December 31, 201131 for the fiscal year 2006, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), shareholders’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 312005 and 2006, 2009accompanied by the audit report of Xxxxx Xxxxxx Company LLP, December 31, 2010 and December 31, 2011 independent public accountants with respect to the Company (collectively, the “2006 Audited Financial Statements”) and (iib) the unaudited combined financial statements consolidated balance sheet of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended Company and its Subsidiaries as of March 31, 20102007, June 30and the related consolidated statements of income, 2010shareholders’ equity and cash flows for the three-month period then ended (the “March 31 Unaudited Financial Statements”). Except as described in Section 4.7 of the Company Disclosure Schedule, September 30, 2010, March each of the December 31, 2011, June 30, 2011, September 30, 2011 2006 and March 31, 20122007 consolidated balance sheets of the Company (including the related notes, where applicable) fairly present the consolidated financial position of the Company and its Subsidiaries as of the date of such balance sheet, and the other financial statements referred to in each case together this Section 4.7 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the notes thereto if and to SEC after the extent that notes are required for SEC filings or the Financings or ITC Financing anddate hereof will fairly present (subject, in the case of the Audited Financial Statements, a report each of the independent accountants unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of the Company and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) complies, and the financial statements to be filed with the SEC after the date hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act and financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the type SEC. The books and form customarily included in offering documents used in private placements under Rule 144A records of the Securities Act (including pro forma financial information)Company and its Subsidiaries have been, and which present fairly are being, maintained in all material respects the combined financial position accordance with GAAP and combined results of operations of the Transmission Business as of the dates any other applicable legal and for the periods shown thereinaccounting requirements.

Financial Statements. The Company has previously made available to Purchaser copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i1) the audited combined financial consolidated statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) financial condition of the Transmission Business Company (including its Subsidiaries) as of December 31 for the fiscal years 2008 and 2009, and the related consolidated statements of operations, of comprehensive income, of changes in shareholders’ equity, and of cash flows for the fiscal years 2007 through 2009, inclusive, as reported in the Company 10-K, in each case accompanied by the audit report of Xxxxx Xxxxxxx LLP, and (2) the unaudited consolidated statements of financial condition of the Company (including its Subsidiaries) as of March 31, 2010 and December 31, 2011, and the combined related unaudited consolidated statements of income (or statements operations, of revenues and direct expensescomprehensive income, or other comparable statements as permitted under applicable securities Law), of changes in shareholders’ equity and of cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the three-month periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 2009 and March 31, 20122010. The December 31, 2009 consolidated statement of financial condition of the Company (including the related notes, where applicable) fairly presents in each case together all material respects the consolidated financial position of the Company (including its Subsidiaries) as of the date thereof, and the other financial statements referred to in this Section 2.2(g) (including the related notes, where applicable) fairly present in all material respects, and the financial statements to be filed by the Company with the notes thereto if and to SEC after the extent that notes are required for SEC filings or the Financings or ITC Financing anddate of this Agreement will fairly present in all material respects (subject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount), the results of the independent accountants consolidated operations, comprehensive income, changes in shareholders’ equity, cash flows and the consolidated financial position of the Company (including its Subsidiaries) for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and where applicable) in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) all material respects complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. There is no transaction, arrangement or other relationship between the Company, the Bank or any Subsidiary and an unconsolidated or other Affiliated entity that is not reflected on the financial statements specified in this Section 2.2(g). The books and records of the type Company, the Bank and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly Subsidiaries in all material respects the combined financial position have been, and combined results of operations are being, maintained in accordance with applicable legal and accounting requirements and reflect only actual transactions. Xxxxx Xxxxxxx LLP has not resigned or been dismissed as independent public accountants of the Transmission Business Company as a result of or in connection with any disagreements with the dates and for the periods shown thereinCompany on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. The Company has previously delivered to Parent or attached to Section 3.07(b) of the Company Disclosure Schedule, the following financial statements (a) Entergy shall use reasonable best efforts to, as promptly as practicable after collectively the date hereof and no later than June 30, 2012, provide ITC with “Financial Statements”): (i) the Company’s consolidated audited combined financial balance sheets and the related consolidated statements of the Transmission Businessoperations, including the combined balance sheets changes in stockholders’ equity and comprehensive (or other comparable statements as permitted under applicable securities Lawloss) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business and for the fiscal stated years ended December 31September 30, 20092008, December 312007, 2010 and December 312006, 2011 and (ii) the Company’s consolidated unaudited balance sheet and related consolidated statements of operations, changes in stockholders’ equity and comprehensive (loss) income and cash flows as of and for the interim periods beginning October 1, 2008 and ended June 30, 2009 (collectively, the “Audited Most Recent Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods month ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with 2009 is hereinafter referred to as the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited “Most Recent Fiscal Month End”). The Financial Statements, a report of the independent accountants for the Transmission Business, Statements have been prepared from the books and records of Entergy and in accordance with GAAP generally accepted accounting principles (with no exception or qualification thereto) “GAAP”), applied on a consistent basis throughout the periods involved (except to the extent required by changes in GAAP or as may otherwise be required under GAAPindicated in the notes thereto, if any) (hereinafter, “Consistently Applied”) and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined consolidated financial position of the Company and combined its Subsidiaries as of the respective dates thereof and the consolidated results of operations of the Transmission Business as of the dates and for the periods shown indicated; provided, that, the Most Recent Financial Statements are subject to normal year-end audit adjustments (which are not material on a consolidated basis) and omit footnotes and other presentation items which are required by GAAP. The Financial Statements reflect all adjustments necessary for a fair presentation of the financial information contained therein.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof First National Bankshares has previously made available to Fifth Third true and no later than June 30, 2012, provide ITC with correct copies of (i) the audited combined financial statements of the Transmission Business, including the combined consolidated balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business First National Bankshares and its Subsidiaries as of December 31, 2010 2001, 2002 and December 31, 2011, 2003 and the combined related consolidated statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), changes in shareholders’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 20092001 through 2003, inclusive, as reported in First National Bankshares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and December 31, 2011 2003 (collectively, the “Audited Financial StatementsFirst National Bankshares 10-K”) ), filed with the SEC under the Exchange Act and accompanied by the audit report of Ernst and Young LLP, independent public accountants with respect to First National Bankshares, and (ii) the unaudited combined financial consolidated balance sheet of First National Bankshares and its Subsidiaries as of March 31, 2003 and 2004, and the related consolidated statements of the Transmission Business for applicable interim periods required for SEC filingsincome, including to the extent required for SEC filings or the Financings or ITC Financing, changes in shareholders’ equity and cash flows for the three-month periods then ended, as reported in First National Bankshares’ Quarterly Report on Form 10-Q for the quarterly period ended March 31, 20102004 (the “First National Bankshares 10-Q”). The financial statements referred to in this Section 4.6 (including the related notes, June 30where applicable) fairly present in all material respects the consolidated results of operations, 2010changes in shareholders’ equity, September 30cash flows and financial position of First National Bankshares and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and subject to the extent that notes are required for SEC filings or the Financings or ITC Financing and, normal recurring adjustments in the case of unaudited statements; each of such statements (including the Audited Financial Statementsrelated notes, a report of where applicable) complies in all material respects with applicable accounting requirements and with the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)related notes, and which present fairly where applicable) has been prepared in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for in accordance with GAAP consistently applied during the periods shown thereininvolved, except in each case as indicated in such statements or in the notes thereto. The books and records of First National Bankshares and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. Sellers have delivered to Buyer: (a) Entergy shall use reasonable best efforts toaudited consolidated balance sheets of the Acquired Companies as of December 31 in each of the years 1997 through 1998, and the related audited consolidated statements of income, changes in stockholders' equity, and cash flow for each of the fiscal years then ended, together with the report thereon of Xxxxxxx, Xxxxxx & McNanamee, PA, independent certified public accountants and (b) an audited consolidated balance sheet of the Acquired Companies as promptly as practicable after the date hereof and no later than of June 30, 2012, provide ITC with 1999 (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of notes thereto, the Transmission Business as of December 31, 2010 and December 31, 2011"Balance Sheet"), and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law)changes in stockholders' equity, equity Debt and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business flow for the fiscal years ended December 31year then ended, 2009together with the report thereon of Xxxxxxx, December 31Xxxxxx & XxXxxxx, 2010 and December 31PA, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined independent certified public accountants. Such financial statements and notes fairly present the financial condition and the results of operations, changes in stockholders' equity, Debt and cash flow of the Transmission Business for applicable interim periods required for SEC filings, including to Acquired Companies as at the extent required for SEC filings or the Financings or ITC Financing, respective dates of and for the periods ended March 31referred to in such financial statements, 2010all in accordance with GAAP, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andsubject, in the case of interim financial statements, to normal recurring year-end adjustments (the Audited Financial Statementseffect of which will not, a report individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those included in the independent accountants for Balance Sheet); the Transmission Business, prepared from financial statements referred to in this Section 3.4 reflect the books and records consistent application of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis such accounting principles throughout the periods involved (involved, except as may otherwise disclosed in the notes to such financial statements. No financial statements of any Person other than the Acquired Companies are required by GAAP to be required under GAAP) and included in the rules and regulations consolidated financial statements of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinCompany.

Financial Statements. There has been furnished to the Administrative Agent and each of the Banks (a) Entergy shall use reasonable best efforts toa consolidated balance sheet of the Company as at December 31, 2021, and a consolidated statement of income and cash flow of the Company for the fiscal year then ended, certified by the Company’s independent certified public accountants, and (b) unaudited interim condensed consolidated balance sheets of the Company and the Consolidated Subsidiaries as promptly as practicable after the date hereof and no later than at June 30, 2012, provide ITC with (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 20112022, and the combined interim condensed consolidated statements of income (or statements and of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) flow of the Transmission Business Company and the Consolidated Subsidiaries for the respective fiscal periods then ended and as set forth in the Company’s Quarterly Reports on Form 10-Q for such fiscal quarters. With respect to the financial statement prepared in accordance with clause (a) above, such balance sheet and statement of income have been prepared in accordance with GAAP and present fairly in all material respects the financial position of the Company and the Consolidated Subsidiaries as at the close of business on the respective dates thereof and the results of operations of the Company and the Consolidated Subsidiaries for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andthen ended; or, in the case of the Audited Financial Statementsfinancial statements referred to in clause (b), have been prepared in a report manner consistent with the accounting practices and policies employed with respect to the audited financial statements reported in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with Rule 10-01 of Regulation S-X of the independent accountants Securities and Exchange Commission, and contain all adjustments necessary for a fair presentation of (A) the results of operations of the Company for the Transmission Businessperiods covered thereby, prepared from (B) the books financial position of the Company at the date thereof, and records (C) the cash flows of Entergy and the Company for periods covered thereby (subject to year-end adjustments). There are no contingent liabilities of the Company or the Consolidated Subsidiaries as of such dates involving material amounts, known to the executive management of the Company that (aa) should have been disclosed in said balance sheets or the related notes thereto in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X Securities and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)Commission, and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown therein(bb) were not so disclosed.

Financial Statements. (a) Entergy shall use reasonable best efforts toThe Seller has previously made available to the Buyer, as promptly as practicable after the date hereof and no later than June 30for copying, 2012, provide ITC with (i) the audited combined financial statements originals of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Seller Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andwhich, in the case of the Audited Financial Statementsaudited statements, a are accompanied by the audit report of the KPMG LLP, independent public accountants for the Transmission BusinessSeller. Each of the Seller Financial Statements referred to in this Section 4.09 (including the related notes, prepared from where applicable) fairly presents (subject, in the case of the unaudited statements, to audit adjustments normal in nature and amount and the addition of customary notes), and the financial statements referred to in Section 7.08 hereof each will fairly present, the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of the Seller, the Seller's Bank and the Seller's Subsidiaries for the respective periods or as of the respective dates therein set forth; each of the Seller Financial Statements (including the related notes, where applicable) has been prepared, and the financial statements referred to in Section 7.08 hereof will be prepared, in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act. The audits of the Seller, the Seller's Bank and the Seller's Subsidiaries have been conducted in all material respects in accordance with generally accepted auditing standards. Without limiting the generality of the foregoing, (x) the allowance for possible loan losses included in the Seller Financial Statements was, and the allowance for possible loan losses to be included in the financial statements referred to in Section 7.08 hereof will be, determined in accordance with GAAP and is, and will be, adequate to provide for losses relating to or inherent in the loan and lease portfolios of the Seller, the Seller's Bank and the Seller's Subsidiaries (including without limitation commitments to extend credit), and (y) the Other Real Estate Owned ("OREO") included in the Seller Financial Statements was, and the OREO included in the financial statements referred to in Section 7.08 hereof will be, carried net of reserves at the lower of cost or market value in accordance with GAAP or the regulations or other requirements of the FDIC and the Massachusetts Commissioner. The books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) Seller, the Seller's Bank and the rules Seller's Subsidiaries are true and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly complete in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates have been, and for the periods shown thereinare being, maintained in all material respects in accordance with applicable legal and accounting requirements.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined The financial statements of the Transmission BusinessCompany included in the Registration Statement, including the combined balance sheets General Disclosure Package and the Prospectus, together with the related schedules (or other comparable statements as permitted under applicable securities Lawif any) and notes, present fairly in all material respects the financial position of the Transmission Business as of December 31, 2010 and December 31, 2011, Company and the combined statements Subsidiary (as defined below) at the dates indicated and the results of income (or statements of revenues and direct expensesoperations, or other comparable statements as permitted under applicable securities Law), changes in shareholders’ equity and cash flows of the Company and the Subsidiary for the periods specified; the financial statements of any other entities or businesses included in the Registration Statement, the General Disclosure Package or the Prospectus, together with the related schedules (if any) and notes, present fairly in all material respects the financial position of each such entity or business, as the case may be, and its consolidated subsidiaries (if any) at the dates indicated and the results of operations, changes in shareholders’ (or other comparable statements owners’) equity and cash flows of such entity or business, as permitted under applicable securities Lawthe case may be, and its consolidated subsidiaries (if any) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31specified; and all such financial statements have been prepared in conformity with International Financial Reporting Standards (“IFRS”), 2010as issued by the International Accounting Standards Board, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved and comply in all material respects with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations, or the 1934 Act and the 1934 Act Regulations, as applicable. The supporting schedules, if any, included in the Registration Statement present fairly in all material respects, in accordance with IFRS, the information required to be stated therein. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Summary Financial Data” presents fairly in all material respects the information shown therein and has been compiled on a basis consistent with that of the audited financial statements of the Company [1]included in the Registration Statement, the General Disclosure Package and the Prospectus. All “non-GAAP financial measures” (except as may otherwise be required under GAAP) and such term is defined in the rules and regulations of the SECCommission), including if any, contained in the requirements Registration Statement, the General Disclosure Package and the Prospectus comply with Item 10 of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of Commission, to the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinextent applicable.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with The Company has previously made available to Buyer copies of (i) the audited combined financial statements of the Transmission Business, including the combined consolidated balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Company and its Subsidiaries as of December 31, 2010 31 for the fiscal years 1997 and December 31, 20111998, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in stockholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years 1996 through 1998, inclusive, as reported in the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 20091998 filed with the SEC under the Exchange Act, December 31in each case accompanied by the audit report of Xxxxxx & Company, 2010 and December 31LLP, 2011 (collectivelyindependent public accountants with respect to the Company, the “Audited Financial Statements”) and (ii) the unaudited combined financial consolidated statements of financial condition of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, Company and its Subsidiaries as of June 30, 2010, September 30, 2010, March 31, 2011, 1999 and June 30, 2011, September 1998 and the related unaudited consolidated statements of operations and cash flows for the six-month periods then ended as reported in the Company's Quarterly Report on Form 10-QSB for the period ended June 30, 2011 and March 1999 filed with the SEC under the Exchange Act. The December 31, 20121998 consolidated balance sheet of the Company (including the related notes, where applicable) fairly presents the consolidated financial position of the Company and its Subsidiaries as of the date thereof, and the other financial statements referred to in each case together with this Section 4.6 (including the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andrelated notes, where applicable) fairly present (subject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount), and the financial statements to be filed with the SEC after the date hereof will fairly present (subject, in the case of the independent accountants unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of the Company and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) comply, and the financial statements to be filed with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act and of financial statements to be filed with the type and form customarily included SEC after the date hereof will be, prepared in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for accordance with GAAP consistently applied during the periods shown therein.involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q.

Financial Statements. There has been furnished to the -------------------- Administrative Agent and each of the Banks (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements a consolidated balance sheet of the Transmission Business, including the combined balance sheets (or other comparable statements Borrower as permitted under applicable securities Law) of the Transmission Business as of at December 31, 2010 1997, December 31, 1996 and December 31, 20111995, and the combined statements a consolidated statement of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) flow of the Transmission Business Borrower for the fiscal years ended December 31year then ended, 2009certified by the Borrower's independent certified public accountants, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (iib) the unaudited combined financial statements consolidated balance sheets of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended Borrower as at March 31, 20101997, June 30, 20101997, and September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 1997 and March 31, 2012, consolidated statements of income and of cash flow of the Borrower for the respective fiscal periods then ended and as set forth in each case together with the notes thereto if and Borrower's Quarterly Reports on Form 10-Q for such fiscal quarters. With respect to the extent that notes are required financial statements prepared in accordance with clause (a) above, such balance sheet and statement of income have been prepared in accordance with GAAP, and present fairly in all material respects the financial position of the Borrower and its Subsidiaries as at the close of business on the respective dates thereof and the results of operations of the Borrower and its Subsidiaries for SEC filings or the Financings or ITC Financing andfiscal periods then ended; or, in the case of the Audited Financial Statementsfinancial statements referred to in clause (b), a report have been prepared in accordance with Rule 10-01 of Regulation S-X of the independent accountants Securities and Exchange Commission, and contain all adjustments necessary for a fair presentation of (i) the results of operations of the Borrower for the Transmission Businessperiods covered thereby, prepared from (ii) the books financial position of the Borrower at the date thereof, and records (iii) the cash flows of Entergy and the Borrower for periods covered thereby (subject to year-end adjustments). There are no contingent liabilities of the Borrower or its Subsidiaries as of such dates involving material amounts, known to the executive management of the Borrower that (x) should have been disclosed in said balance sheets or the related notes thereto in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X Securities and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)Commission, and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown therein(y) were not so disclosed.

Financial Statements. CIT has previously made available to Newcourt copies of (a) Entergy shall use reasonable best efforts tothe consolidated balance sheets of CIT and the CIT Subsidiaries as of December 31 for the fiscal years 1997 and 1998 and the related consolidated statements of income, changes in shareholders' equity and cash flows for the fiscal years 1996 through 1998, inclusive, in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to CIT and (b) the unaudited consolidated balance sheets of CIT and the CIT Subsidiaries as promptly of March 31, 1999 and June 30, 1999 and the related unaudited consolidated statements of income, changes in shareholders' equity and cash flows for the three month and six month periods then ended, respectively. The December 31, 1997 and 1998 consolidated balance sheets of CIT, including the related notes, fairly present the consolidated financial position of CIT and its Subsidiaries as practicable of the dates thereof, and the other financial statements referred to in this Section 5.6 (including the related notes, where applicable) fairly present and the financial statements to be filed with the SEC after the date hereof and no later than June 30, 2012, provide ITC with will fairly present (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andsubject, in the case of unaudited interim statements, to recurring audit adjustments normal in nature and amount), the Audited Financial Statements, a report results of the independent accountants consolidated operations and changes in shareholders' equity and consolidated financial position of CIT and the CIT Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) complies, and the financial statements to be filed with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited interim statements, as permitted by Form 10-Q. Except (A) as reflected in such financial statements or in the notes thereto, (B) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby and (C) for liabilities or obligations incurred in the ordinary course of business, neither CIT nor any of the type and form customarily included in offering documents used in private placements under Rule 144A CIT Subsidiaries has any liabilities or obligations of any nature as of the Securities Act (including pro forma financial information)date of this Agreement, which, individually or in the aggregate, have had a Material Adverse Effect on CIT as of the date of this Agreement. The books and records of CIT and the Significant CIT Subsidiaries have been, and which present fairly are being, maintained in all material respects the combined financial position in accordance with U.S. GAAP and combined results of operations of the Transmission Business as of the dates any other applicable legal and for the periods shown thereinaccounting requirements.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with The Company has previously made available to Parent copies of (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) financial condition of the Transmission Business Company and its Subsidiaries as of December 31September 30, 2010 2002 and December 31, 20112003, and the combined related consolidated statements of operations, comprehensive income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Lawloss), changes in equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years 2001 through 2003, inclusive, as included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31September 30, 20092003 filed with the SEC under the Exchange Act, December 31accompanied by the audit report of KPMG LLP, 2010 and December 31independent public accountants with respect to the Company, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined statement of financial statements condition of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, Company and its Subsidiaries as of June 30, 20102004 and the related unaudited consolidated statements of operations and cash flows for the three- and nine-month periods then ended as included in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004 filed with the SEC under the Exchange Act. The September 30, 20102003 consolidated statement of condition of the Company (including the related notes, March 31where applicable) fairly presents the consolidated financial position of the Company and its Subsidiaries as of the date thereof, 2011and the other financial statements referred to in this Section 5.01(f) (including the related notes, June 30where applicable) fairly present, 2011, September 30, 2011 and March 31, 2012, in each case together the financial statements to be filed by the Company with the notes thereto if and to SEC after the extent that notes are required for SEC filings or the Financings or ITC Financing anddate of this Agreement will fairly present (subject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount), the results of the independent accountants consolidated operations and consolidated financial position of the Company and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act and financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. KPMG LLP has not resigned or been dismissed as independent public accountants of the type and form customarily included Company as a result of or in offering documents used in private placements under Rule 144A connection with any disagreements with the Company on a matter of the Securities Act (including pro forma accounting principles or practices, financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinstatement disclosure or auditing scope or procedure.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with Each of (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements related notes of income (EXCO and its Consolidated Subsidiaries included or statements of revenues and direct expensesincorporated by reference in the SEC Filings, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements and the related notes of EXCO and its Consolidated Subsidiaries to be included or incorporated by reference in the Proxy Statement, if any, comply or will comply, as the case may be, in all material respects with the applicable requirements of the Transmission Business for applicable interim periods required for Securities Act, the Exchange Act, and the rules and regulations of the SEC filingsthereunder, including to and fairly present, or will fairly present, as the extent required for SEC filings or case may be, in all material respects the Financings or ITC Financingfinancial position, results of operations and cash flows of EXCO and its Subsidiaries as of the dates indicated and for the periods ended March 31specified, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andsubject, in the case of the Audited Financial Statementsunaudited financial statements, a report to the absence of disclosures normally made in footnotes and to customary year-end adjustments that are not and shall not be material; such financial statements have been prepared, or will be prepared, as the independent accountants for case may be, in conformity with the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) Accounting Principles applied on a consistent basis throughout the periods involved covered thereby (except as may otherwise be required under GAAP) and disclosed in the rules and regulations of SEC Filings filed before the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial informationExecution Date), and which present each of (A) the supporting schedules included or incorporated by reference in the SEC Filings, and (B) the supporting schedules to be included or incorporated by reference in the Proxy Statement, if any, fairly present, or will fairly present, as the case may be, in all material respects respects, the combined information required to be stated therein; and each of (x) the other financial position information included or incorporated by reference in the SEC Filings, and combined results (y) the other financial information to be included or incorporated by reference in the Proxy Statement, if any, has been, or will be, as the case may be, derived from the accounting records of operations of EXCO and its Subsidiaries and presents fairly, or will present fairly, as the Transmission Business as of case may be, the dates and for the periods information shown thereinthereby.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after The Company has previously made available to Parent copies of the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial consolidated statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) financial condition of the Transmission Business Company, the Bank and the Subsidiaries as of December 3131 for the fiscal years 2008, 2009, 2010 and December 31, 2011, and the combined related consolidated statements of income (or statements operations, of revenues comprehensive income, of changes in shareholders’ equity, and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and of cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 312009 through 2011, 2009inclusive, December 31as reported in the Company 10-K, 2010 and in each case accompanied by the audit report of Xxxxx Xxxxxx Xxxxxxx LLP. The December 31, 2011 consolidated statement of financial condition of the Company (collectivelyincluding the related notes, where applicable) fairly presents in all material respects the consolidated financial position of the Company, the “Audited Financial Statements”) Bank and (ii) the unaudited combined Subsidiaries as of the date thereof, and the other financial statements of referred to in this Section 3.8 (including the Transmission Business for applicable interim periods required for SEC filingsrelated notes, including where applicable) fairly present in all material respects, and the financial statements to be filed by the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together Company with the notes thereto if and to SEC after the extent that notes are required for SEC filings or the Financings or ITC Financing anddate of this Agreement will fairly present in all material respects (subject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount), the results of the independent accountants consolidated operations, comprehensive income, changes in shareholders’ equity, cash flows and the consolidated financial position of the Company, the Bank and the Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and where applicable) in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) all material respects complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. There is no transaction, arrangement or other relationship between the Company, the Bank or any Subsidiary and an unconsolidated or other Affiliated entity that is not reflected on the financial statements specified in this Section 3.8. The books and records of the type Company, the Bank and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly Subsidiaries in all material respects the combined financial position have been, and combined results of operations are being, maintained in accordance with applicable law and GAAP accounting requirements and reflect only actual transactions. Xxxxx Xxxxxx Xxxxxxx LLP has not resigned or been dismissed as independent public accountants of the Transmission Business Company as a result of or in connection with any disagreements with the dates and for the periods shown thereinCompany on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with Xxxxx Fargo has previously made available to Norwest copies (i) the audited combined financial statements of the Transmission Business, including the combined consolidated balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Xxxxx Fargo and its Subsidiaries as of December 31, 2010 for the fiscal years 1996 and December 31, 20111997, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in stockholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years 1995 through 1997, inclusive, as reported in Xxxxx Fargo's Annual Report on Form 10-K for the fiscal year ended December 31, 20091997 filed with the SEC under the Exchange Act (the "Xxxxx Fargo 10-K"), December 31in each case accompanied by the audit report of KPMG Peat Marwick LLP, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) independent public accountants with respect to Xxxxx Fargo; and (ii) the unaudited combined financial consolidated balance sheets of Xxxxx Fargo and its Subsidiaries as of March 31, 1998 and the related consolidated statements of the Transmission Business for applicable interim periods required for SEC filingsincome, including to the extent required for SEC filings or the Financings or ITC Financing, changes in stockholders' equity and cash flows for the periods three months ended March 31, 20101998, June 30, 2010, September 30, 2010, as reported in Xxxxx Fargo's Quarterly Report on Form 10-Q for the three months ended March 31, 2011, June 30, 2011, September 30, 2011 and 1998 filed with the SEC under the Exchange Act. The March 31, 20121998 consolidated balance sheet of Xxxxx Fargo (including the related notes, where applicable) fairly presents in each case together with all material respects the notes thereto if consolidated financial position of Xxxxx Fargo and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.6 (including the extent that notes are required related notes, where applicable) fairly present in all material respects the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Xxxxx Fargo and its Subsidiaries for SEC filings the respective fiscal periods or as of the Financings or ITC Financing andrespective dates therein set forth, subject to normal year-end audit adjustments in the case of unaudited statements; each of such statements (including the Audited Financial Statementsrelated notes, a report of where applicable) complies in all material respects with applicable accounting requirements and with the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)related notes, and which present fairly where applicable) has been prepared in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for in accordance with GAAP consistently applied during the periods shown thereininvolved, except in each case as indicated in such statements or in the notes thereto. The books and records of Xxxxx Fargo and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. Newcourt has previously made available to CIT copies of (a) Entergy shall use reasonable best efforts tothe consolidated balance sheets of Newcourt and the Newcourt Subsidiaries as of December 31 for the fiscal years 1997 and 1998, and the related consolidated statements of income and retained earnings and cash flows for the fiscal years 1996 through 1998, inclusive, in each case accompanied by the audit report of Ernst & Young, independent public accountants with respect to Newcourt and (b) the unaudited consolidated balance sheets of Newcourt and the Newcourt Subsidiaries as promptly of March 31, 1999 and June 30, 1999 and the related unaudited consolidated statements of income and retained earnings and cash flows for the three month and six month periods then ended, respectively, each of which has been reviewed by Ernst & Young in accordance with the procedures specified by the Canadian Institute of Chartered Accountants for a review of interim financial information as practicable described in Section 7100 of the Handbook of the Canadian Institute of Chartered Accountants. The December 31, 1997 and 1998 consolidated balance sheets of Newcourt, including the related notes, fairly present the consolidated financial position of Newcourt and the Newcourt Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the OSC after the date hereof and no later than June 30, 2012, provide ITC with will fairly present (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andsubject, in the case of unaudited interim statements, to recurring audit adjustments normal in nature and amount), the Audited Financial Statements, a report results of the independent accountants consolidated operations and consolidated financial position of Newcourt and the Newcourt Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) complies, and the financial statements to be filed with the OSC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the OSC with respect thereto; and each of such statements (including the related notes, where applicable) has been, and the financial statements to be filed with the OSC after the date hereof will be, prepared from the books and records of Entergy and in accordance with Canadian GAAP (with no exception or qualification thereto) consistently applied on a consistent basis throughout during the periods involved (involved, except as may otherwise be required under GAAP) and indicated in the notes thereto or, in the case of unaudited interim statements, as permitted by the rules and regulations of the SECOSC. Except (A) as reflected in such financial statements or in the notes thereto, including (B) for liabilities incurred in connection with this Agreement or the requirements transactions contemplated hereby and (C) for liabilities or obligations incurred in the ordinary course of Regulation S-X business, neither Newcourt nor any of the Newcourt Subsidiaries has any liabilities or obligations of any nature as of the date of this Agreement, which, individually or in the aggregate, have had a Material Adverse Effect on Newcourt as of the date of this Agreement. The books and Regulation S-K under the Exchange Act records of Newcourt and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)Significant Newcourt Subsidiaries have been, and which present fairly are being, maintained in all material respects the combined financial position in accordance with Canadian GAAP and combined results of operations of the Transmission Business as of the dates any other applicable legal and for the periods shown thereinaccounting requirements.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with Bank of America has previously made available to FleetBoston copies of (i) the audited combined financial statements consolidated balance sheet of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) Bank of the Transmission Business America and its Subsidiaries as of December 31, 2010 2000, 2001 and December 31, 20112002, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in shareholders' equity and cash flows (or other comparable statements for the years then ended as permitted under applicable securities Law) reported in Bank of the Transmission Business America's Annual Report on Form 10-K for the fiscal years year ended December 31, 20092002 (the "Bank of America 2002 10-K") filed with the SEC under the Exchange Act, December 31accompanied by the audit report of PricewaterhouseCoopers LLP, 2010 and December 31independent public accountants with respect to Bank of America, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements consolidated balance sheet of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, Bank of America and its Subsidiaries as of June 30, 20102002 and 2003, September 30and the related consolidated statements of income, 2010changes in shareholders' equity and cash flows of the six month periods then ended, March 31, 2011, as reported in Bank of America's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, September 30, 2011 and March 2003 (the "Bank of America 10-Q"). The December 31, 20122002 consolidatex xxxxxxx xxxxx xx Xxxx xx Xxxxxxa (including the related notes, where applicable) fairly presents in each case together all material respects the consolidated financial position of Bank of America and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations and changes in shareholders' equity and consolidated financial position of Bank of America and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject to normal year-end audit adjustments in amounts consistent with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, past experience in the case of unaudited statements; each of such statements (including the Audited Financial Statementsrelated notes, a report of where applicable) complies in all material respects with applicable accounting requirements and with the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)related notes, and which present fairly where applicable) has been prepared in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for in accordance with GAAP consistently applied during the periods shown thereininvolved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Bank of America and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. Parent has previously made available to Subject Company copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements of the Transmission Business, including the combined consolidated balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Parent and its Subsidiaries, as of December 31, 2010 for the fiscal years 1993 and December 31, 20111994, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in stockholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years 1992 through 1994, inclusive, as reported in Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, 1994 filed with the “Audited Financial Statements”) and (ii) SEC under the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012Exchange Act, in each case together accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Parent and (b) the unaudited consolidated balance sheet of Parent and its Subsidiaries as of September 30, 1994 and September 30, 1995 and the related unaudited consolidated statements of income, cash flows and changes in stockholders' equity for the periods then ended, as reported in Parent's Quarterly Report on Form 10-Q for the period ended September 30, 1995 filed with the notes thereto if SEC under the Exchange Act. The December 31, 1994 consolidated balance sheet of Parent (including the related notes, where applicable) fairly presents the consolidated financial position of Parent and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.6 (including the extent that notes are required for SEC filings or related notes, where applicable) fairly present, and the Financings or ITC Financing andfinancial statements referred to in Section 6.12 hereof will fairly present (subject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount), the results of the independent accountants consolidated operations and changes in stockholders' equity and consolidated financial position of Parent and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth. Each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) complies, and the financial statements referred to in Section 6.12 hereof will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act financial statements referred to in Section 6.12 will be, prepared in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of the type Parent and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)its Subsidiaries have been, and which present fairly are being, maintained in all material respects the combined financial position in accordance with GAAP and combined results of operations of the Transmission Business as of the dates any other applicable legal and for the periods shown thereinaccounting requirements and reflect only actual transactions.

Financial Statements. There has been furnished to the Administrative Agent and each of the Banks (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements a consolidated balance sheet of the Transmission Business, including the combined balance sheets (or other comparable statements US Guarantor as permitted under applicable securities Law) of the Transmission Business as of at December 31, 2010 and December 31, 20112006, and a consolidated statement of income and cash flow of the combined US Guarantor for the fiscal year then ended, certified by the US Guarantor’s independent certified public accountants, and (b) unaudited interim condensed consolidated balance sheets of the US Guarantor and the Consolidated Subsidiaries as at September 30, 2007, and interim condensed consolidated statements of income (or statements and of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) flow of the Transmission Business US Guarantor and the Consolidated Subsidiaries for the respective fiscal periods then ended and as set forth in the US Guarantor’s Quarterly Reports on Form 10-Q for such fiscal quarters. With respect to the financial statements prepared in accordance with clause (a) above, such balance sheet and statement of income have been prepared in accordance with GAAP and present fairly in all material respects the financial position of the US Guarantor and the Consolidated Subsidiaries as at the close of business on the respective dates thereof and the results of operations of the US Guarantor and the Consolidated Subsidiaries for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andthen ended; or, in the case of the Audited Financial Statementsfinancial statements referred to in clause (b), have been prepared in a report manner consistent with the accounting practices and policies employed with respect to the audited financial statements reported in the US Guarantor’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with Rule 10-01 of Regulation S-X of the independent accountants Securities and Exchange Commission, and contain all adjustments necessary for a fair presentation of (A) the results of operations of the US Guarantor for the Transmission Businessperiods covered thereby, prepared from (B) the books financial position of the US Guarantor at the date thereof, and records (C) the cash flows of Entergy and the US Guarantor for periods covered thereby (subject to year-end adjustments). There are no contingent liabilities of the US Guarantor or the Consolidated Subsidiaries as of such dates involving material amounts, known to the executive management of the US Guarantor that (aa) should have been disclosed in said balance sheets or the related notes thereto in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X Securities and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)Commission, and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown therein(bb) were not so disclosed.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with Fifth Third has previously provided to Old Kent copies of (i) the audited combined financial statements of the Transmission Business, including the combined consolidated balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Fifth Third and its Subsidiaries as of December 31, 2010 for the fiscal years 1998 and December 31, 20111999, and the combined related audited consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in stockholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years 1997 through 1999, inclusive (the "Fifth Third 1999 Financial Information"), as reported in Fifth Third's Annual Report on Form 10-K for the fiscal year ended December 31, 20091999 (the "Fifth Third 1999 10-K") filed with the SEC under the Exchange Act, December 31accompanied by the audit report of Deloitte & Touche LLP, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) independent public accountants with respect to Fifth Third and (ii) the unaudited combined financial statements consolidated balance sheet of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, Fifth Third and its Subsidiaries as of September 30, 20101999 and 2000, March 31and the related consolidated statements of income, 2011changes in shareholders' equity and cash flows of the nine month periods then ended, June 30, 2011, as reported in Fifth Third's Quarterly Report on Form 10-Q for the fiscal period ended September 30, 2011 and March 2000. The December 31, 20121999 consolidated balance sheet of Fifth Third (including the related notes, where applicable) fairly presents in each case together all material respects the consolidated financial position of Fifth Third and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Fifth Third and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject to normal year-end audit adjustments in amounts consistent with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, past experience in the case of unaudited statements; each of such statements (including the Audited Financial Statementsrelated notes, a report of where applicable) complies in all material respects with applicable accounting requirements and with the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)related notes, and which present fairly where applicable) has been prepared in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for in accordance with GAAP consistently applied during the periods shown thereininvolved, except in each case as indicated in such statements or in the notes thereto. The books and records of Fifth Third and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after Included in the date hereof and no later than June 30, 2012, provide ITC with (i) Schedules are the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Prelude as of December 31, 2010 2002 and December 31, 20112001, and the combined statements related statement of income operations, stockholder's equity (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Lawdeficit), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years year ended December 31, 20092002, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings2001, including the notes thereto, and the accompanying report of AXXXXXX HXXXXX; independent certified public accountants. At or prior to the extent required for SEC filings or Closing Date, Prelude shall deliver the Financings or ITC Financing, for the periods ended March 31, 2010, un-audited balance sheet of Prelude as of June 30, 20102003, September 30and the related statements of operations, 2010stockholders' equity (deficit), March 31, 2011, and cash flows for the six months ended June 30, 20112003, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and representations by the principal accounting and financial officer of Prelude to the effect that such financial statements contain all adjustments (all of which are normal recurring adjustments) necessary to present fairly the results of operations and financial position for the periods and as of the dates indicated and such financial statements shall not reflect any material changes since the December 31, 2002, financial statements. All documents referred to herein are available as public disclosure document pursuant to the Periodic Filing Requirements and as listed on the EXXXX system of the SEC. (b) The financial statements of Prelude delivered pursuant to Section 2.04(a) have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved as explained in the notes to such financial statements. The Prelude financial statements present fairly, in all material respects, as of their respective dates, the financial position of Prelude. Prelude did not have, as of the date of any such financial statements, except as and to the extent that notes are required for SEC filings reflected or the Financings reserved against therein, any liabilities or ITC Financing and, in the case of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, prepared from the books and records of Entergy and obligations (absolute or contingent) which should be reflected therein in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)generally accepted accounting principles, and which present all assets reflected therein presently fairly the assets of Prelude in accordance with generally accepted accounting principles (c) Prelude has filed or will file as the Closing Date all tax returns required to be filed by it from inception to the Closing Date. All such returns and reports are accurate and correct in all material respects respect. Prelude has no material liabilities with respect to the combined financial position and combined results payment of operations any federal, state, county, local, or other taxes (including any deficiencies, interest, or penalties) accrued for or applicable to the period ended on the date of the Transmission Business most recent balance sheet of Prelude, except to the extent reflected on such balance sheet and all such dates and years and periods prior thereto and for which Prelude may at said date have been liable in its own right or as transferee of the dates assets of, or as successor to, any other corporation or entity, except for taxes accrued but not yet due and for payable, and to the periods shown thereinbest knowledge of Prelude, no deficiency assessment or proposed adjustment of any such tax return is pending, proposed or contemplated. To the best knowledge of Prelude, none of such income tax returns has been examined or is currently being examined by the Internal Revenue Service and no deficiency assessment or proposed adjustment of any such return is pending, proposed or contemplated. Prelude has not made any election pursuant to the provisions of any applicable tax laws (other than elections that relate solely to methods of accounting, depreciation, or amortization) that would have a material adverse affect on Prelude, its financial condition, its business as presently conducted or proposed to be conducted, or any of its respective properties or material assets. There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any tax return of Prelude.

Financial Statements. (a) Entergy shall use reasonable best efforts toThe Company has previously made available to Purchaser copies of the consolidated statements of financial condition of the Company, the Bank and the Subsidiaries as of December 31 for the fiscal years 2008, 2009 and 2010, and the related consolidated statements of operations, of comprehensive income, of changes in shareholders’ equity, and of cash flows for the fiscal years 2008 through 2010, inclusive, as promptly as practicable after reported in the date hereof and no later than June 30Company 10-K, 2012, provide ITC with (i) in each case accompanied by the audited combined financial statements audit report of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of Xxxxx Xxxxxx PLLC. The December 31, 2010 consolidated statement of financial condition of the Company (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of the Company, the Bank and December 31, 2011the Subsidiaries as of the date thereof, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of referred to in this Section 2.2(g) (including the Transmission Business for applicable interim periods required for SEC filingsrelated notes, including where applicable) fairly present in all material respects, and the financial statements to be filed by the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together Company with the notes thereto if and to SEC after the extent that notes are required for SEC filings or the Financings or ITC Financing anddate of this Agreement will fairly present in all material respects (subject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount), the results of the independent accountants consolidated operations, comprehensive income, changes in shareholders’ equity, cash flows and the consolidated financial position of the Company, the Bank and the Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and where applicable) in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) all material respects complies, and the financial statements to be filed by the Company with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act financial statements to be filed by the Company with the SEC after the date of this Agreement will be, prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. There is no transaction, arrangement or other relationship between the Company, the Bank or any Subsidiary and an unconsolidated or other Affiliated entity that is not reflected on the financial statements specified in this Section 2.2(g). The books and records of the type Company, the Bank and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly Subsidiaries in all material respects the combined financial position have been, and combined results of operations are being, maintained in accordance with applicable Law and GAAP accounting requirements and reflect only actual transactions. Xxxxx Xxxxxx PLLC has not resigned or been dismissed as independent public accountants of the Transmission Business Company as a result of or in connection with any disagreements with the dates and for the periods shown thereinCompany on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with Seller has delivered to Buyer complete copies of (i) the audited combined financial statements consisting of the Transmission Business, including the combined balance sheets (or other comparable statements sheet of Seller as permitted under applicable securities Law) at March 31 in each of the Transmission Business as of December 31, 2010 years 2018 and December 31, 2011, 2019 and the combined related statements of income (or statements of revenues and direct expensesoperations, or other comparable statements as permitted under applicable securities Law), equity stockholders’ deficit and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business flow for the fiscal years then ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements consisting of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, condensed balance sheet of Seller as at June 30, 20102019, September 30and the related condensed statements of operations and cash flow for the three (3) month period then ended (the “Interim Financial Statements” and, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, “Financial Statements”). The Financial Statements have been prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the relevant periods involved (except as may otherwise be required under GAAP) indicated in the notes thereto or, with respect to any unaudited interim financial statements, the absence of footnote disclosures and other presentation items and normal year-end audit adjustments or as permitted by the SEC’s rules and forms). The Financial Statements are based on the books and records of Seller, comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC, including the requirements of Regulation S-X SEC with respect thereto and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which fairly present fairly in all material respects the combined financial position and combined results condition of operations of the Transmission Business Seller as of the respective dates they were prepared and the results of the operations of Seller for the periods shown thereinindicated. The balance sheet of Seller as of March 31, 2019, is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date.”

Financial Statements. (a) Entergy shall use reasonable best efforts toParent has previously made available to the Company copies of the consolidated balance sheets of Parent and its Subsidiaries as of December 31 for the fiscal year 2001 and 2000 and the related consolidated statements of income, changes in shareholders' equity and comprehensive income, and cash flows for the fiscal years 1999 through 2001, inclusive, as promptly reported in Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed with the SEC under the Exchange Act, accompanied by the audit report of KPMG LLP, independent public accountants with respect to Parent. The December 31, 2001 consolidated balance sheet of Parent (including the related notes, where applicable) fairly presents the consolidated financial position of Parent and its Subsidiaries as practicable of the date thereof, and the other financial statements referred to in this Section 5.7 (including the related notes, where applicable) fairly present and the financial statements to be filed with the SEC after the date hereof and no later than June 30, 2012, provide ITC with will fairly present (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andsubject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount), the results of the independent accountants consolidated operations and changes in shareholders' equity and consolidated financial position of Parent and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) complies, and the financial statements to be filed with the SEC after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act and financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the type SEC. The books and form customarily included in offering documents used in private placements under Rule 144A records of the Securities Act (including pro forma financial information)Parent and its Subsidiaries have been, and which present fairly are being, maintained in all material respects the combined financial position accordance with GAAP and combined results of operations of the Transmission Business as of the dates any other applicable legal and for the periods shown thereinaccounting requirements.

Financial Statements. SJNB has previously delivered to Saratoga copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial consolidated statements of the Transmission Businessfinancial condition of SJNB and its Subsidiaries, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 for the fiscal years 1997 and December 31, 20111998, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), shareholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 311996 through 1998, 2009inclusive, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, as reported in SJNB's Annual Reports on Form 10-K for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012relevant fiscal years filed with the SEC under the Exchange Act, in each case together accompanied by the report of KPMG LLP, independent auditors with respect to SJNB (the consolidated financial statements of SJNB and its Subsidiaries referred to in this sentence being hereinafter sometimes referred to as the "SJNB Consolidated Financial Statements"). Each of the financial statements referred to in this Section 3.2(d) (including the related notes, where applicable) fairly present, and the consolidated financial statements referred to in Section 5.14 hereof will fairly present (subject in the cases of the unaudited statements, to normal recurring and year-end audit adjustments, none of which are expected to be material in nature or amount), the results of the consolidated operations and changes in shareholders' equity and consolidated financial condition of SJNB and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth. Each of such statements (including the related notes, where applicable) complies, and the financial statements referred to in Section 5.14 hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 5.14 will be, prepared, in all material respects, in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andor, in the case of the Audited Financial Statementsunaudited statements (subject to normal recurring and year-end audit adjustments), a report of the independent accountants for the Transmission Business, prepared from the as permitted by Form 10-Q. The books and records of Entergy SJNB and its Subsidiaries have been, and are being, maintained where required in all material respects in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout and any other applicable legal and accounting requirements and, where such books and records purport to reflect any transactions, the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereintransactions so reflected are actual transactions.

Financial Statements. (a) Entergy shall use reasonable best efforts toMerchants' Annual Reports on Form 10-K filed with the SEC under the Securities and Exchange Act of 1934, as promptly as practicable after amended (the date hereof "1934 Act") and no later than June 30, 2012, provide ITC with (i) available on the audited combined financial SEC's XXXXX system set forth the consolidated statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) condition of the Transmission Business Merchants as of December 31, 2010 1999, 1998 and December 31, 20111997, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), stockholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) for the periods ended December 31 in each of the Transmission Business three years 1997 through 1999, in each case accompanied by the audit report of KPMG LLP, independent public accountants with respect to Merchants, and Merchants' Quarterly Reports on Form 10-Q filed with the SEC under the 1934 Act and available on the SEC's XXXXX system set forth the unaudited consolidated statements of condition of Merchants as of June 30, 2000 and related unaudited consolidated statements of income, changes in stockholders' equity and cash flows for the fiscal years six months then ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited "Merchants Financial Statements”"). The Merchants Financial Statements (including the related notes) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, have been prepared from the books and records of Entergy and in accordance with GAAP generally accepted accounting principles (with no exception or qualification thereto"GAAP") consistently applied on a consistent basis throughout during the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)involved, and which fairly present fairly in all material respects the combined consolidated financial position and combined results condition of operations of the Transmission Business Merchants as of the respective dates set forth therein, and the related consolidated statements of income, stockholders' equity and cash flows fairly present the results of the consolidated operations, stockholders' equity and cash flows of Merchants for the respective periods shown set forth therein.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements of the Transmission Business, including the combined The consolidated balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business such party and its Subsidiaries as of December 31, 2010 1997, 1996 and 1995 and related consolidated statements of income, cash flows and changes in stockholders' equity for each of the three years in the three-year period ended December 31, 20111997, together with the notes thereto, audited by such party's independent auditors and included in an annual report on Form 10-K as filed with the Securities and Exchange Commission (the "SEC") (collectively, the "Audited Financial Statements"), and the combined consolidated balance sheet of such party and its Subsidiaries as of March 31, 1998 and related consolidated statements of income income, cash flows and changes in stockholders' equity for the three-month period ended March 31, 1998 included in a quarterly report on Form 10-Q as filed with the SEC (or statements of revenues collectively, the "Unaudited Financial Statements", and direct expensestogether with the Audited Financial Statements, or other comparable statements as permitted under applicable securities Lawthe "Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP"), present fairly the consolidated financial position of such party and its Subsidiaries at the dates and the consolidated results of operations, changes in stockholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 such party and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, its Subsidiaries for the periods ended March 31stated therein, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andsubject, in the case of the Audited Unaudited Financial Statements, a report of the independent accountants for the Transmission Businessto normal year-end audit adjustments, prepared and are derived from the books and records of Entergy such party and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) its Subsidiaries, which are complete and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly accurate in all material respects and have been maintained in all material respects in accordance with applicable laws and regulations. Neither such party nor any of its Subsidiaries has any material contingent liabilities that are not described in the combined financial position statements described above other than liabilities incurred in the ordinary course of such party's business consistent with past practice, or in connection with this Agreement and combined results of operations of the Transmission Business as of the dates and for the periods shown thereintransactions contemplated hereby.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after The Company has previously made available to the date hereof and no later than June 30, 2012, provide ITC with Buyer copies of (i) the audited combined financial consolidated statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) financial condition of the Transmission Business Company as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business 31 for the fiscal years 2003 and 2004, and the related consolidated statements of operations and comprehensive income, stockholder’s equity for the fiscal years then ended, as reported in the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 20092004 filed with the SEC pursuant to the Exchange Act, December 31in each case accompanied by the audit report of KPMG LLP, 2010 and December 31independent public accountants with respect to the Company, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial consolidated statements of financial condition of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, Company as of June 30, 2010, September 30, 2010, March 31, 2011, 2005 and the related unaudited statement of operations for the three (3) month period then ended as reported in the Company’s Quarterly Report on Form 10-QSB for the period ended June 30, 2011, September 30, 2011 and March 2005 filed with the SEC pursuant to the Exchange Act. The December 31, 20122004 consolidated statement of financial condition of the Company (including the related notes, where applicable) (the “Company Balance Sheet”) fairly presents the consolidated financial position of the Company and its Subsidiaries, and, as of the date thereof, and the other financial statements referred to in each case together with this Section 3.6 (including the notes thereto if related notes, where applicable) fairly present, and the financial statements referred to the extent that notes are required for SEC filings or the Financings or ITC Financing andin Section 6.7 hereof will fairly present (subject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount), the consolidated financial position and the results of the independent accountants consolidated operations of the Company and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) comply, and the financial statements referred to in Section 6.7 hereof will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act and of the type and form customarily included financial statements referred to in offering documents used Section 6.7 hereof will be, prepared in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for accordance with GAAP consistently applied during the periods shown thereininvolved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-QSB.

Financial Statements. Premier has previously made available to Northern Illinois copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements of the Transmission Business, including the combined consolidated balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Premier and its Subsidiaries as of December 31, 2010 1993 and December 31, 2011, 1994 and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in stockholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 20091992, 1993 and 1994, inclusive, as reported in Premier's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and December 31, 2011 (collectively, 1994 filed with the “Audited Financial Statements”) and (ii) SEC under the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012Exchange Act, in each case together accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Premier, and (b) the unaudited consolidated balance sheet of Premier and its Subsidiaries as of September 30, 1995 and September 30, 1994 and the related unaudited consolidated statements of income, cash flows and changes in stockholders' equity for the three- and nine-month periods then ended as reported in Premier's Quarterly Report on Form 10-Q for the period ended September 30, 1995 filed with the notes thereto if SEC under the Exchange Act (the "Premier Third Quarter 10-Q"). The December 31, 1994 consolidated balance sheet of Premier (including the related notes, where applicable) fairly presents the consolidated financial position of Premier and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.7 (including the extent that notes are required related notes, where applicable) fairly present the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Premier and its Subsidiaries for SEC filings the respective fiscal periods or as of the Financings or ITC Financing andrespective dates therein set forth, subject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount; each of such statements (including the independent accountants for related notes, where applicable) comply in all material respects with applicable accounting requirements and with the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)related notes, and which present fairly where applicable) has been prepared in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for in accordance with GAAP consistently applied during the periods shown thereininvolved, except, in each case, as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Premier and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with Each of (i) the audited combined financial statements consolidated balance sheets of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Orchard and its Subsidiaries as of December 31, 2010 2004 and December 31, 20112005, respectively, and the combined related audited consolidated statements of income (or statements of revenues and direct expensesoperations, or other comparable statements as permitted under applicable securities Law), shareholders’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Orchard and its Subsidiaries for the fiscal years ended December 31then ended, 2009, December 31, 2010 and December 31, 2011 including the notes thereto (collectively, the “Audited Financial Statements”) and ), (ii) the unaudited combined financial consolidated balance sheet of the Orchard and its Subsidiaries as of December 31, 2006 and the related unaudited consolidated statements of operations, shareholders’ equity and cash flows of the Transmission Business Orchard and its Subsidiaries for applicable interim periods required for SEC filingsthe year then ended, including to the extent required for SEC filings or condensed, consolidated footnotes thereto (collectively, the Financings or ITC Financing“Unaudited Financial Statements”), for and (iii) the periods ended management prepared draft consolidated balance sheet of the Orchard and its Subsidiaries as of March 31, 20102007 and the related management prepared draft consolidated statements of operations, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 shareholders’ equity and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case cash flows of the Audited Financial Statements, a report of the independent accountants Orchard and its Subsidiaries for the Transmission Businessperiod then ended (the “Draft Quarterly Statements”), (x) have been prepared from from, and are in accordance with, the books and records of Entergy the Orchard and in accordance with GAAP its Subsidiaries, (with no exception or qualification theretoy) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which fairly present fairly in all material respects the combined consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position and combined results of operations of the Transmission Business Orchard and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of Draft Quarterly Statements to recurring year-end audit adjustments normal in nature and for amount) and (z) have been prepared in accordance with GAAP consistently applied during the periods shown thereininvolved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Orchard and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Deloitte & Touche LLP has not resigned or been dismissed as independent public accountants of the Orchard as a result of or in connection with any disagreements with the Orchard on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with Issuer has previously made available to Buyer (i) the audited combined financial statements copies of the Transmission Business, including the combined consolidated balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Issuer as of December 3131 for the fiscal years 2004 through 2006, 2010 and December 31, 2011inclusive, and the combined related consolidated statements of operations, changes in stockholders’ equity and comprehensive income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements for the fiscal years 2004 through 2006, inclusive, as permitted under applicable securities Law) of the Transmission Business reported in Issuer’s Annual Reports on Form 10-K for the fiscal years ended December 31, 2009, December 31, 2010 2005 and December 31, 2011 2006 filed with the SEC under the Exchange Act, in each case accompanied by the audit report of Issuer’s independent registered public accountants, (ii) unaudited consolidated balance sheets of Issuer as of March 31, 2007 and June 30, 2007, and the related consolidated statements of operations, changes in stockholders’ equity and comprehensive income, and cash flows for the first two fiscal quarters of 2007, and (iii) restated consolidated statements of cash flows as described in Section 3.11 of the Issuer Disclosure Schedule (collectively, the “Audited Financial Statements”). Each of the Financial Statements (i) was prepared in accordance with the books of account and other financial records of Issuer and its Subsidiaries, (ii) presents fairly the unaudited combined consolidated financial statements condition and results of operations of Issuer and its Subsidiaries as of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings dates thereof or the Financings or ITC Financing, for the periods ended March 31covered thereby in accordance with GAAP, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, (iii) was prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a basis consistent basis throughout with the past practices of Issuer and its Subsidiaries, and (iv) includes all adjustments (consisting, except as otherwise described in the notes to the Financial Statements, only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of Issuer and its Subsidiaries and the results of the operations of Issuer and its Subsidiaries as of the dates thereof or for the periods involved (except covered thereby. Except as may otherwise be required under GAAP) set forth in the SEC Documents, the consolidated financial statements of Issuer for the fiscal years 2004 through 2006 complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinSEC with respect thereto.

Financial Statements. (a) Entergy shall use reasonable best efforts to, A true and complete copy of the audited consolidated balance sheet of Patriot and its Subsidiaries as promptly as practicable after the date hereof and no later than June 30at December 31, 2012, provide ITC with (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 2013 and December 31, 20112014, and the combined related audited consolidated statements of income (or statements of revenues and direct expensesoperations, or other comparable statements as permitted under applicable securities Law)shareholders’ equity, equity and cash flows of Patriot and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of Patriot’s independent auditors (or other comparable statements collectively referred to as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements consolidated balance sheet of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended Patriot and its Subsidiaries as at March 31, 20102015 (the “Balance Sheet”), June 30and the related consolidated statements of operations, 2010shareholders’ equity and cash flows of Patriot and its Subsidiaries, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with all related notes and schedules thereto (collectively referred to as the notes thereto if and to the extent that notes “Interim Financial Statements”), are required for SEC filings or the Financings or ITC Financing and, in the case attached hereto as 3.6(a) of the Audited Patriot Disclosure Schedule. Each of the Financial Statements, a report the Interim Financial Statements and the financial statements to be prepared by Patriot after the date of the independent accountants for the Transmission Businessthis Agreement (i) has been, or will be, prepared from based on the books and records of Entergy Patriot and its Subsidiaries (except as may be indicated in the notes thereto), (ii) has been, or will be, prepared in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved indicated (except as may otherwise be required under GAAPindicated in the notes thereto) and (iii) fairly presents, or will fairly present, in all material respects, the rules consolidated financial position, results of operations, cash flows and regulations changes in shareholder’s equity of Patriot and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the SECInterim Financial Statements, including the requirements of Regulation Sto normal and recurring year-X and Regulation S-K under the Exchange Act end adjustments and the Securities Act absence of notes that will not, individually or in the aggregate, be material. The books and records of the type Patriot and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly its Subsidiaries in all material respects the combined have been, and are being, maintained in accordance with applicable legal and accounting requirements and reflect only actual transactions. Patriot’s independent auditor has not resigned or been dismissed as independent public accountants of Patriot as a result of or in connection with any disagreements with Patriot on a matter of accounting principles or practices, financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinstatement disclosure or auditing scope or procedure.

Financial Statements. Dime has previously made available to Washington Mutual copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial consolidated statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) financial condition of the Transmission Business Dime and its Subsidiaries as of December 31, 2010 1999 and December 31, 2011, 2000 and the combined related consolidated statements of income (or statements of revenues and direct expensesoperations, or other comparable statements as permitted under applicable securities Law), stockholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 20091998 through 2000, inclusive, as reported in Dime's Annual Report on Form 10-K for the year ended December 31, 2010 and December 312000 filed with the SEC under the Securities Exchange Act of 1934, 2011 as amended (collectivelythe "Exchange Act"), accompanied by the “Audited Financial Statements”) audit report of KPMG LLP, independent auditors with respect to Dime, and (iib) the unaudited combined financial consolidated statements of financial condition of Dime and its Subsidiaries as of March 31, 2000 and March 31, 2001, and the Transmission Business for applicable interim periods required for SEC filingsrelated unaudited consolidated statements of operations, including to the extent required for SEC filings or the Financings or ITC Financing, stockholders equity and cash flows for the three-month periods then ended, as reported in Dime's Quarterly Report on Form 10-Q for the period ended March 31, 20102001, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together filed with the notes thereto if SEC under the Exchange Act. Each of the financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 7.10(a) hereof (including the extent that notes are required for related notes, where applicable) will fairly present when filed with the SEC filings or the Financings or ITC Financing and(subject, in the case of the Audited Financial Statementsunaudited statements, a report to normal recurring adjustments, none of which are expected to be material in nature or amount) the results of the independent accountants consolidated operations and changes in stockholders' equity and consolidated financial position of Dime and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth. Each of such financial statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) complies, and the financial statements referred to in Section 7.10(a) hereof (including the related notes, where applicable) will comply when filed with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such financial statements (including the related notes, where applicable) has been, and the financial statements referred to in Section 7.10(a) (including the related notes, where applicable) will be when filed with the SEC, including prepared in accordance with GAAP consistently applied during the requirements periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of Regulation Sunaudited statements, as permitted by Form 10-X Q. The books and Regulation S-K under the Exchange Act records of Dime and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)its Subsidiaries have been, and which present fairly are being, maintained in all material respects the combined financial position in accordance with GAAP and combined results of operations of the Transmission Business as of the dates any other applicable legal and for the periods shown thereinaccounting requirements and reflect only actual transactions.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements BCB has previously delivered to Pamrapo copies of the Transmission Business, including the combined consolidated balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business BCB and its Subsidiaries as of December 31, 2010 31 for the fiscal years 2008 and December 31, 20112007, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in stockholders’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years 2006 through 2008, inclusive, as reported in BCB’s Annual Report on Form 10-K for the fiscal year ended December 31, 20092008 filed with the SEC under the Securities Exchange Act of 1934, December 31, 2010 and December 31, 2011 as amended (collectively, the “Audited Financial StatementsExchange Act”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012), in each case together accompanied by the audit report of Xxxxx Xxxxxx Company LLP, independent registered public accountants with respect to BCB, filed with the notes thereto if SEC under the Exchange Act (collectively the “BCB Financial Statements”). The December 31, 2008 consolidated balance sheet of BCB (including the related notes, where applicable) fairly presents the consolidated financial position of BCB and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 3.6 (including the extent that notes are required for SEC filings or related notes, where applicable) fairly present, and the Financings or ITC Financing andfinancial statements referred to in Section 6.7 hereof will fairly present (subject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount and the absence of footnotes), the results of the independent accountants consolidated operations and consolidated financial position of BCB and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) comply, and the financial statements referred to in Section 6.7 hereof will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act financial statements referred to in Section 6.7 hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of the type BCB and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)its Subsidiaries have been, and which present fairly are being, maintained in all material respects the combined financial position in accordance with GAAP and combined results of operations of the Transmission Business as of the dates any other applicable legal and for the periods shown thereinaccounting requirements and reflect only actual transactions.

Financial Statements. Parent has previously made available to the Company copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements consolidated balance sheet of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Parent and its Subsidiaries as of December 31, 2010 and December 31, 201131 for the fiscal year 2009, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), shareholders’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2008 and 2009, December 31accompanied by the audit report of PricewaterhouseCoopers LLP, 2010 and December 31, 2011 independent public accountants with respect to the Parent (collectively, the “2009 Parent Audited Financial Statements”) and (iib) the unaudited combined financial statements consolidated balance sheet of the Transmission Business for applicable interim periods required for SEC filingsParent and its Subsidiaries as of December, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30and the related consolidated statements of income and shareholders’ equity for the year then ended (the “2010 Parent Unaudited Financial Statements”) (for the purposes of this Section 5.7, 2010, September 30, 2010, March references to the 2010 Parent Unaudited Financial Statements shall be deemed to be exclusive of any related notes thereto). Each of the December 31, 2011, June 30, 2011, September 30, 2011 2009 and March December 31, 20122010 consolidated balance sheets of the Parent (including the related notes, where applicable) fairly present the consolidated financial position of the Parent and its Subsidiaries as of the date of such balance sheet, and the other financial statements referred to in each case together this Section 5.7 (including the related notes, where applicable) fairly present, and the financial statements to be filed with the notes thereto if and to SEC after the extent that notes are required for SEC filings or the Financings or ITC Financing anddate hereof will fairly present (subject, in the case of the Audited Financial Statements, a report each of the independent accountants unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of the Parent and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) complies, and the financial statements to be filed with the SEC after the date hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act and financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the type SEC. The books and form customarily included in offering documents used in private placements under Rule 144A records of the Securities Act (including pro forma financial information)Parent and its Subsidiaries have been, and which present fairly are being, maintained in all material respects the combined financial position accordance with GAAP and combined results of operations of the Transmission Business as of the dates any other applicable legal and for the periods shown thereinaccounting requirements.

Financial Statements. Ventures has delivered to Purchaser (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements of the Transmission Business, including the combined consolidated balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Ventures as of December 31, 2010 1997, 1996 and December 31, 2011, 1995 and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), stockholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31then ended, 2009accompanied in each case by the opinion thereon of KPMG Peat Marwick LLP, December 31independent public accountants, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (iib) the unaudited combined financial consolidated balance sheet of Ventures (the "Unaudited Balance Sheet") as of August 31, 1998 (the "Balance Sheet Date") and the related unaudited consolidated statements of income, stockholders' equity and cash flows for the Transmission Business for applicable interim periods required for SEC filingseight months then ended (such financial statements, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and thereto, hereinafter being referred to as the extent that notes "Financial Statements"). The Financial Statements are required for SEC filings or the Financings or ITC Financing and, in the case attached hereto as Schedule 2.8. All of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, Statements have been prepared from the books and records of Entergy Ventures and have been prepared in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined consolidated financial position and combined results of operations of the Transmission Business Ventures as of the dates thereof and the consolidated results of its operations for the periods shown thereinthen ended, except that the unaudited financial statements were prepared on an interim basis, are subject to normal year-end adjustments and do not contain all the footnote disclosures required by GAAP consistently applied. None of the Wired Companies has any debts, obligations, guaranties of the obligations of others or liabilities of the type required to be disclosed in a balance sheet prepared in accordance with GAAP or the notes thereto, except for (a) debts, obligations, guaranties and liabilities reflected or reserved against in the Unaudited Balance Sheet, (b) debts, obligations, guaranties and liabilities referred to in this Agreement or any of the Schedules hereto or in any of the documents or other materials identified in the Schedules hereto (excluding obligations or liabilities arising from the breach or violation of the documents or other materials identified in the Schedules, unless such obligations or liabilities are specifically identified in the Schedules), (c) debts, obligations, guaranties and liabilities incurred or entered into in the ordinary course of business after the Balance Sheet Date, and (d) debts, obligations and liabilities directly or indirectly relating to this Agreement and the other agreements and instruments being executed and delivered in connection herewith and the transactions referred to herein and therein (including obligations to pay legal, accounting and investment banker fees and other amounts in connection therewith).

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements FNB has previously made available to CBI copies of the Transmission Business, including the combined consolidated balance sheets (or other comparable statements as permitted under applicable securities Law) sheet of the Transmission Business FNB and its Subsidiaries as of December 31, 2010 2007, 2008 and December 31, 20112009, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in shareholders’ equity and cash flows (or other comparable statements for the years then ended as permitted under applicable securities Law) of the Transmission Business reported in FNB’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “FNB 2009 10-K”), filed with the SEC under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), accompanied by the audit report of Ernst & Young LLP, independent registered public accountants with respect to FNB for the years ended December 31, 2007, 2008 and 2009, . The December 31, 2010 2009 consolidated balance sheet of FNB, including the related notes, where applicable, fairly presents in all material respects the consolidated financial position of FNB and December 31its Subsidiaries as of the date thereof, 2011 (collectively, and the “Audited Financial Statements”) and (ii) the unaudited combined other financial statements referred to in this Section 4.6, including the related notes, where applicable, fairly present in all material respects the results of the Transmission Business for applicable interim periods required for SEC filingsconsolidated operations, including to the extent required for SEC filings or the Financings or ITC Financing, cash flows and changes in shareholders’ equity and consolidated financial position of FNB and its Subsidiaries for the respective fiscal periods ended March 31or as of the respective dates in this Agreement set forth, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, subject to normal year-end audit adjustments in each case together amounts consistent with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, past experience in the case of unaudited statements, each of such statements, including the Audited Financial Statementsrelated notes, a report of where applicable, complies in all material respects with applicable accounting requirements and with the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the published rules and regulations of the SECSEC with respect thereto, and each of such statements, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)related notes, and which present fairly where applicable, has been prepared in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for in accordance with GAAP consistently applied during the periods shown thereininvolved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of FNB and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements FCN has previously made available to BANC ONE copies of the Transmission Business, including the combined consolidated balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business FCN and its Subsidiaries as of December 31, 2010 for the fiscal years 1996 and December 31, 20111997, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in stockholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years 1995 through 1997, inclusive, as reported in FCN's Annual Report on Form 10-K for the fiscal year ended December 31, 20091997 filed with the SEC under the Securities Exchange Act of 1934, December 31, 2010 and December 31, 2011 as amended (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012"Exchange Act"), in each case together accompanied by the audit report of Arthur Andersen LLP, independent public accountants with respect tx XXX. Xxx Xxxxmber 31, 1997 consolidated balance sheet of FCN (including the related notes, where applicable) fairly presents the consolidated financial position of FCN and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of FCN and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, where applicable) comply in all material respects with applicable accounting requirements and with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)related notes, and which present fairly where applicable) has been prepared in all material respects in accordance with GAAP consistently applied during the combined financial position periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and combined results records of operations FCN and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. The reserve for possible loan and lease losses shown on the December 31, 1997 consolidated balance sheet of FCN is adequate in all material respects under the Transmission Business requirements of GAAP to provide for possible losses, net of recoveries relating to loans previously charged off, on loans outstanding (including, without limitation, accrued interest receivable) as of the dates and for the periods shown thereinDecember 31, 1997.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements of the Transmission Business, including the The combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Company -------------------- and its subsidiaries and TCG Partners, a New York general partnership (collectively, "TCG"), as of December 31, 2010 and December 31, 2011, 1995 and the related combined --- statements of income operations, changes in stockholders' equity and partners' capital (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Lawdeficit), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 20091994 and 1995 and the combined balance sheet of TCG as of June 30, 1996 and the related combined statements of operations and cash flows for the six month period ended June 30, 1996 included in the Registration Statement and the Prospectuses, together with the related schedules and notes, present fairly the combined financial position of TCG at the dates indicated and the combined results, of TCG's operations and TCG's cash flows for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent ---- basis throughout the periods involved. The consolidated balance sheet of the Company and its subsidiaries as of December 31, 2010 1996 and the related consolidated statements of operations, changes in stockholders' equity and partners' capital (deficit) and cash flows for the year ended December 31, 2011 1996 and the consolidated balance sheet of the Company as of June 30, 1997 and the related consolidated statements of operations and cash flows for the six months ended June 30, 1997 included in the Registration Statement and the Prospectuses, together with the related schedules and notes, present fairly the consolidated financial position of the Company and its consolidated subsidiaries at the dates indicated and the statements of operations, changes in stockholders' equity and partners' capital (collectively, the “Audited Financial Statements”deficit) and (ii) the unaudited combined financial statements cash flows of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, Company and its consolidated subsidiaries for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, specified; said financial statements have been prepared in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance conformity with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SECinvolved. The supporting schedules, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily if any, included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which Registration Statement present fairly in all material respects accordance with GAAP the combined information required to be stated therein. The selected financial position data and combined results of operations the summary financial information included in the Prospectuses present fairly the information shown therein and have been compiled on a basis consistent with that of the Transmission Business as of audited financial statements included in the dates and for the periods shown thereinRegistration Statement.

Financial Statements. Sellers have delivered, or have caused to be delivered, to Buyer: (a) Entergy shall use reasonable best efforts to, as promptly as practicable after an audited consolidated closing balance sheet of the date hereof Company and no later than June its Subsidiaries at May 30, 20122001, provide ITC with (ib) the audited combined financial statements consolidated balance sheets of the Transmission BusinessCompany and its Subsidiaries as at each of September 30, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 312001 and September 30, 2010 and December 31, 20112002, and the combined related audited consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in stockholders’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) flow, together with notes thereto, for each of the Transmission Business for four months and one year, respectively, then ended, together with the fiscal years ended December 31report thereon of Ernst & Young, 2009L.L.P., December 31independent certified public accountants, 2010 (c) a consolidated balance sheet of the Company and December 31its Subsidiaries as at February 28, 2011 2003 (collectivelyincluding any notes thereto, the “Audited Financial StatementsBalance Sheet”) and the related consolidated statements of income, changes in stockholders’ equity and cash flow for the five months then ended, together with the report thereon of Ernst & Young, L.L.P., independent certified public accountants, (iid) an unaudited consolidated balance sheet of the Company and its Subsidiaries as at September 30, 2003, and (e) an unaudited combined consolidated balance sheet of the Company and its Subsidiaries as at November 30, 2003 (the “Interim Balance Sheet”) and the related unaudited consolidated statements of income, changes in stockholders’ equity and cash flow for the 9 months then ended. Such financial statements fairly present the financial condition and the results of operations, changes in stockholders’ equity and cash flow of the Transmission Business for applicable interim periods required for SEC filingsCompany and its Subsidiaries taken as a whole as at the respective dates of, including to the extent required for SEC filings or the Financings or ITC Financing, and for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012referred to, in each case together such financial statements, all in accordance with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andGAAP, subject, in the case of interim financial statements, to normal recurring year end adjustments and the Audited Financial Statements, a report absence of notes; the independent accountants for financial statements referred to in this Section 3.4 reflect the Transmission Business, prepared from the books and records consistent application of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis such accounting principles throughout the periods involved (and from each, except as may otherwise disclosed in the notes to such financial statements. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be required under GAAP) and included in the rules and regulations consolidated financial statements of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinCompany.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after Seller has furnished with the date hereof and no later than June 30, 2012, provide ITC with Securities Exchange Commission (ithe “SEC”) the audited combined consolidated financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 2012 (the “2012 Financial Statements”) and December 31, 2011 and has furnished with the SEC unaudited consolidated financial statements for the six months ended June 30, 2013 (collectivelythe “June 30 Financial Statements”), each of which include segment reporting for the Devices & Services business segment (together with the 2012 Financial Statements, the “Audited SEC Financial Statements”) ). The June 30 Financial Statements do not include all of the information and (ii) notes required for complete financial statements. All adjustments, consisting of normal recurring items, necessary to state fairly the results of the interim periods have been included in the June 30 Financial Statements. Attached as Section 3.7 of the Seller Disclosure Letter are the unaudited combined financial statements pro forma carve-out balance sheet and statement of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, income for the periods ended March 31, 2010, Devices & Services Business as at June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and 2013 after giving effect to the extent that notes are required for transactions contemplated by this Agreement (the “Pro Forma Financial Statements”). The SEC filings or the Financings or ITC Financing and, in the case of the Audited Financial Statements, a report of solely as they relate to the independent accountants for the Transmission BusinessDevices & Services business segment, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business Devices & Services business segment, and have been prepared in accordance with IFRS applied on a consistent basis (other than customary exclusions for the June 30 Financial Statements as described therein). The Pro Forma Financial Statements present fairly in all material respects the financial position and results of operations of the dates Transferred Subsidiaries, Purchased Assets and Assumed Liabilities, and have been prepared on a consistent basis with and in accordance with the Accounting Principles. The Devices & Services Business is not subject to any liabilities required by the Accounting Principles to be set forth on the Pro Forma Financial Statements, except for liabilities (i) disclosed in the periods shown thereinPro Forma Financial Statements or notes hereto, (ii) disclosed in the Seller Disclosure Letter, (iii) incurred in connection with or contemplated by this Agreement or the transactions contemplated hereby, (iv) incurred after the date of the Pro Forma Financial Statements in the ordinary course of business, or (v) that would not be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole.

Financial Statements. Prior to the Closing, the Company shall have delivered to CDSS: (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements consolidated balance sheets of the Transmission Business, including the combined balance sheets (or other comparable statements Company as permitted under applicable securities Law) of the Transmission Business as of at December 31, 2010 in each of the years 2007 through 2009, and the related audited consolidated statements of income, changes in stockholders’ equity, and cash flow for each of the fiscal years then ended, together with the report thereon of Xxxxxx X. Xxxxxxxxx independent registered public accounting firm, (b) a consolidated balance sheet of the Company as at December 31, 20112009 (including the notes thereto, the “Balance Sheet”), and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law)changes in stockholders’ equity, equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business flow for the fiscal years ended December 31year then ended, 2009together with the report thereon of Xxxxxx X. Xxxxxxxxx, December 31independent registered public accounting firm, and (c) an unaudited consolidated balance sheet of the Company as at February 28, 2010 and December 31, 2011 (collectively, the “Audited Financial StatementsInterim Balance Sheet”) and (ii) the related unaudited combined consolidated statements of income, changes in stockholders’ equity, and cash flow for the two months then ended, including in each case the notes thereto. Such financial statements and notes fairly present the financial condition and the results of operations, changes in stockholders’ equity, and cash flow of the Transmission Business for applicable interim periods required for SEC filings, including to Company as at the extent required for SEC filings or the Financings or ITC Financing, respective dates of and for the periods ended March 31referred to in such financial statements, 2010all in accordance with GAAP, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andsubject, in the case of interim financial statements, to normal recurring year-end adjustments (the Audited Financial Statementseffect of which will not, a report individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those included in the Balance Sheet); the financial statements referred to in this section reflect the consistent application of such accounting principles throughout the periods involved. No financial statements of any Person other than the Company are required by GAAP to be included in the consolidated financial statements of the independent accountants for the Transmission Business, prepared from the books Company. The Company has devised and records maintains a system of Entergy and internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary, (1) to permit preparation of financial statements in conformity with GAAP or any other criteria applicable to such statements and (2) to maintain accountability for assets; (iii) access to assets is permitted only in accordance with no exception management’s general or qualification theretospecific authorization; and (iv) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) recorded accountability for assets compared with the existing assets at reasonable intervals and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinappropriate action is taken with respect to any difference.

Financial Statements. (a) Entergy shall use reasonable best efforts toPrior to the date hereof, Heinz Corporation II has filed with the SEC the consolidated balance sheet of Heinz Corporation II and its Subsidiaries as of December 29, 2013, and December 28, 2014, and the related consolidated statements of operations, cash flows and shareholders’ equity for each of the three years in the period ended December 28, 2014, as promptly as practicable reported in Heinz Corporation II’s Annual Report on Form 10-K for the fiscal year ended December 28, 2014, including any amendments thereto filed with the SEC prior to the Measurement Date, filed with the SEC under the Exchange Act, accompanied by the audit report of PricewaterhouseCoopers LLP (“PwC”), the independent registered public accounting firm with respect to Heinz Corporation II for such periods (such balance sheets and statements, the “Heinz Financial Statements”). The consolidated balance sheets of Heinz Corporation II (including the related notes, where applicable) included in the Heinz Financial Statements fairly present, and the consolidated balance sheets of Heinz Corporation II (including the related notes, where applicable) included in the Heinz SEC Reports filed after the date hereof of this Agreement will fairly present, in all material respects the consolidated financial position of Heinz Corporation II and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements its Subsidiaries as of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011dates thereof, and the combined consolidated statements of income operations, cash flows and shareholders’ equity included in the Heinz Financial Statements (or including the related notes, where applicable) fairly present, and the consolidated statements of revenues operations, cash flows and direct expensesshareholders’ equity of Heinz Corporation II included in the Heinz SEC Reports filed after the date of this Agreement will fairly present, or other comparable statements as permitted under applicable securities Law), in all material respects the results of the consolidated operations and changes in shareholders’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Heinz Corporation II and its Subsidiaries for the respective fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 periods therein set forth (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andsubject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect); each of such statements (including the Audited Financial Statementsrelated notes, a report of where applicable) complies in all material respects with the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)related notes, and which present fairly where applicable) has been prepared, or will be prepared, as applicable, in all material respects in accordance with generally accepted accounting principles in the combined financial position and combined results of operations of the Transmission Business as of the dates and for United States (“GAAP”) consistently applied during the periods shown thereininvolved, except, in each case, as indicated in such statements or in the notes thereto.

Financial Statements. True and complete copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31Acquired Company from inception until July 15, 2010 and the related balance sheet, statement of income and statement of changes in equity; (b) the financial statements of PRMC as at December 31, 2011, 31 in each of the years 2008 and 2009 and the combined related statements of income and retained earnings for the years then ended; and (or c) the financial statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) consisting of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements balance sheet of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, PRMC as at June 30, 2010, September 30and the related statements of income and retained earnings for the six-month period then ended. The financial statements referred to in (a), 2010(b) and (c) above collectively referred to as the “Acquired Financial Statements”, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes all of which are required for SEC filings or the Financings or ITC Financing and, included in the case of the Audited Seller Disclosure Schedule. The Acquired Financial StatementsStatements are true, a report of the independent accountants for the Transmission Business, complete and correct and have been prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) generally accepted accounting principles in the jurisdiction of their respective place of incorporation applied on a consistent basis throughout the periods involved involved, subject, in the case of interim financial statements, to normal and recurring year-end adjustments (except as may otherwise the effect of which will not be required under GAAPmaterially adverse) and the rules absence of notes (that, if presented, would not differ materially from those presented in the annual financial statements). The Acquired Financial Statements are based on the books and regulations records of the SECAcquired Company and its Subsidiary, including and fairly present the requirements financial condition of Regulation S-X the Acquired Company and Regulation S-K under its Subsidiary as of the Exchange Act respective dates they were prepared and the Securities Act and results of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates Acquired Company and its Subsidiary for the periods shown thereinindicated. The balance sheets of the Acquired Company as of July 15, 2010 and its Subsidiary as of June 30, 2010 are referred to herein as the “Acquired Balance Sheet” and June 30, 2010 is referred to as the “Acquired Balance Sheet Date”. Each of the Acquired Company and its Subsidiary maintains a standard system of accounting established and administered in accordance with generally accepted accounting principles in the jurisdiction of their respective place of incorporation.

Financial Statements. (a) Entergy shall Company has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by Company with the SEC since Company’s formation under the Exchange Act or the Securities Act, together with any amendments, restatements or supplements thereto, and will use commercially reasonable best efforts toto file all such forms, as promptly as practicable after reports, schedules, statements and other documents required to be filed subsequent to the date hereof of this Agreement. Company has made available to the Parent true and no later than June 30complete copies in the form filed with the SEC of all of the following, 2012, provide ITC with except to the extent available in full without redaction on the SEC’s website through XXXXX for at least two (2) Business Days prior to the date of this Agreement: (i) Company’s Annual Reports on Form 10-K for each fiscal year of Company beginning with the audited combined financial first year that Company was required to file such a form, (ii) Company’s Quarterly Reports on Form 10-Q for each fiscal quarter of Company beginning with the first quarter Company was required to file such a form, (iii) all proxy statements relating to Company’s meetings of shareholders (whether annual or special) held, and all information statements relating to shareholder consents, since the beginning of the Transmission Businessfirst fiscal year referred to in clause (i) above, including (iv) its Form 8-Ks filed since the combined balance sheets (or other comparable statements as permitted under applicable securities Law) beginning of the Transmission Business first fiscal year referred to in clause (i) above, and (v) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to the Company pursuant to this Section 4,9) filed by Company with the SEC since Company’s formation (the forms, reports, registration statements and other documents referred to in clauses (i) through (iv) above, whether or not available through XXXXX, collectively, as they have been amended, revised or superseded by a later filing, the “Company SEC Documents”). The Company has also delivered to Parent the unaudited consolidated balance sheet of the Company as of December 31, 2010 and December 31, 2011, 2023 and the combined related statements of income (or statements of revenues and direct expensesoperations, or other comparable statements as permitted under applicable securities Law), changes in stockholders’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years twelve-month period ended December 31, 20092023 2022 (the “Unaudited Financial Statements” and, December 31, 2010 and December 31, 2011 (collectivelytogether with the financial statements included in the Company SEC Documents, the “Audited Company Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, ). The Company Financial Statements have been prepared in each case together conformity with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with U.S. GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including in accordance with the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)Public Company Accounting Oversight Board for public companies. The Company Financial Statements fairly present, and which present fairly in all material respects respects, the combined financial position of the Company as of the dates thereof and combined the results of operations of the Transmission Business as of the dates and Company for the periods shown reflected therein. The Company Financial Statements were prepared from the Books and Records of the Company in all material respects. Since December 31, 2023 (the “Balance Sheet Date”), except as required by applicable Law or U.S. GAAP, there has been no change in any accounting principle, procedure or practice followed by the Company or in the method of applying any such principle, procedure or practice.

Financial Statements. The Company has previously made available to Parent and to SRH copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements consolidated balance sheets of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Company and its Subsidiaries as of December 31, 2010 1997 and December 31, 20111998, and (b) the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in stockholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years 1996 through 1998, inclusive, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 20091998, December 31filed with the SEC under the Securities Exchange Act of 1934, 2010 and December 31as amended (the "Exchange Act"), 2011 (collectivelyin each case accompanied by the audit report of the Company's independent public accountants, the “Audited Financial Statements”) and (iic) the unaudited combined consolidated interim financial statements of the Transmission Business for applicable interim periods required for SEC filings, including Company included in the draft provided to Parent prior to the extent required for SEC filings or date hereof of the Financings or ITC Financing, financial statements to be included in the Company's Quarterly Report on Form 10-Q for the periods fiscal quarter ended March 31, 20101999 (excluding notes, June 30the "Draft Company Financial Statements"). The financial statements referred to in the preceding sentence (including the related notes, 2010where applicable) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, September 30and any financial statements filed by the Company with the SEC under the Exchange Act after the date of this Agreement (including the related notes, 2010where applicable) will fairly present in all material respects (including the related notes, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012where applicable) (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount) the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each case together with of such statements (including the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing related notes, where applicable) comply (and, in the case of the Audited Financial Statementsfinancial statements filed after the date of this Agreement, a report of will comply) in all material respects with applicable accounting requirements and with the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under related notes, where applicable) has been prepared (and, in the Exchange Act and the Securities Act and case of the type and form customarily included in offering documents used in private placements under Rule 144A financial statements filed after the date of the Securities Act (including pro forma financial information)this Agreement, and which present fairly will be prepared) in all material respects in accordance with United States generally accepted accounting principles ("GAAP") or regulatory accounting principles, as applicable, consistently applied during the combined financial position periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and combined results of operations records of the Transmission Business Company and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP or regulatory accounting principles, as of the dates applicable, and for the periods shown thereinany other applicable legal and accounting requirements.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after The Seller has made available to the date hereof and no later than June 30, 2012, provide ITC with Parent copies of the (i) the audited combined financial statements consolidated balance sheets of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Seller and its subsidiaries as of December 31, 2010 2005, December 31, 2004 and December 31, 20112003, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in stockholders’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 312003 through 2005, 2009inclusive, December 31accompanied by the audit report of Ernst & Young LLP, 2010 and December 31independent public accountants for the Seller, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined consolidated balance sheet of Seller as of September 30, 2006 and the related unaudited consolidated statement of income and statement of cash flows for the nine-month period ended September 30, 2006 (the ‘‘Unaudited Balance Sheet’’). The December 31, 2005 audited consolidated balance sheet of the Seller and its subsidiaries and the Unaudited Balance Sheet (collectively, the ‘‘Seller Balance Sheet’’) (including the related notes, where applicable) and the other financial statements of the Transmission Business for applicable interim periods required for Seller referred to in this Section 5.5 (including the related notes, where applicable) present fairly, in all material respects, and the financial statements to be included in any reports or statements (including reports on Forms 10-Q and 10-K) to be filed by the Seller with the SEC filingsafter the date hereof will present fairly, including to in all material respects, the extent required for SEC filings or consolidated financial position and results of the Financings or ITC Financing, consolidated operations and cash flows and changes in stockholders’ equity of the Seller and its subsidiaries for the respective fiscal periods ended March 31or as of the respective dates therein set forth; and each of such statements (including the related notes, 2010where applicable) has been and will be prepared in accordance with GAAP, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, except as otherwise set forth in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and(subject, in the case of the Audited Financial Statementsunaudited interim statements, a report to normal year-end adjustments). Each of the independent accountants for consolidated financial statements of the Transmission BusinessSeller and its subsidiaries, prepared from including, in each case, the books and records of Entergy and in accordance with GAAP (with no exception or qualification notes thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) , made available to Parent comply, and the financial statements to be filed with the SEC by the Seller after the date hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinSEC with respect thereto.

Financial Statements. (a) Entergy shall use reasonable best efforts toThe Company has prepared, as promptly as practicable after the date hereof or caused to be prepared, and no later than June 30, 2012, provide ITC with made available to Buyer (i) the audited combined financial statements consolidated balance sheet of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Company and its Subsidiaries as of December 31, 2010 and December 31January 1, 2011, and the combined related audited consolidated statements of income (or statements of revenues and direct expensesoperations, or other comparable statements as permitted under applicable securities Law), members’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Company and its Subsidiaries for the fiscal years ended December 31twelve (12) month period then ended, 2009, December 31, 2010 and December 31, 2011 including the notes thereto (collectively, the “Audited Company Financial Statements”) ), and (ii) the unaudited combined financial consolidated balance sheet of the Company and its Subsidiaries as of July 2, 2011 (the “Latest Balance Sheet”), and the related unaudited consolidated statements of operations and cash flows of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, Company and its Subsidiaries for the periods fiscal quarterly period then ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case (together with the notes thereto if Latest Balance Sheet, the “Unaudited Company Financial Statements,” and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of together with the Audited Financial Statements, a report of the independent accountants for “Financial Statements”). Except as set forth therein, the Transmission Business, Financial Statements have been prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved indicated therein (except as provided that the Unaudited Company Financial Statements may otherwise lack footnotes and other presentation items required by GAAP and may not be required under GAAPreflective of normal, year-end adjustments and reclassifications) and the rules with each other and regulations of the SECpresent fairly, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects respects, the combined consolidated financial position and combined position, results of operations and cash flows of the Transmission Business Company and its Subsidiaries as of the respective dates and during the respective periods indicated therein. The Company and the Subsidiaries do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, unasserted or otherwise), except (i) as disclosed, reflected or reserved against in the balance sheets included in the Financial Statements and the notes thereto, (ii) for liabilities and obligations incurred in the periods shown thereinordinary course of business consistent with past practice since the date of the Latest Balance Sheet and not in violation of this Agreement or (iii) for Taxes.

Financial Statements. (a) Entergy shall use reasonable best efforts toThe Company has furnished each Purchaser of any Accepted Notes with the following financial statements, as promptly as practicable after identified by a principal financial officer of the date hereof and no later than June 30, 2012, provide ITC with Company: (i) consolidated balance sheets of the Company and its Subsidiaries as of the last day in each of the five fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated (other than fiscal years completed within 120 days prior to such date for which audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Lawhave not been released) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), shareholders' equity and cash flows of the Company and its Subsidiaries for each such year, certified by Deloitte & Touche (or such other comparable statements accounting firm as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) may be reasonably acceptable to Prudential); and (ii) consolidated balance sheets of the unaudited combined Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, stockholders' equity and cash flows of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, Company and its Subsidiaries for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, in each case together with prepared by the notes thereto if Company. Such financial statements (including any related schedules and/or notes) are true and correct in all material respects (subject, as to the extent that notes are required for SEC filings or the Financings or ITC Financing andinterim statements, in the case of the Audited Financial Statementsto changes resulting from audits and year-end adjustments), a report of the independent accountants for the Transmission Business, have been prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis consistently followed throughout the periods involved (except and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as may otherwise be required under GAAP) at the dates thereof, and the rules statements of income, shareholders' equity and regulations cash flows fairly present the results of the SEC, including the requirements of Regulation S-X operations and Regulation S-K under the Exchange Act and the Securities Act and cash flows of the type Company and form customarily included its Subsidiaries for the periods indicated. There has been no material adverse change in offering documents used in private placements under Rule 144A of the Securities Act business, condition (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of or otherwise) or operations of the Transmission Business Company and its Subsidiaries taken as a whole since the end of the dates and most recent fiscal year for the periods shown thereinwhich such audited financial statements have been furnished.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after iPCS has previously made available to the date hereof Company copies of certain financial statements of iPCS and no later than June 30, 2012, provide ITC with its Subsidiaries consisting of (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business contained in iPCS Annual Report on Form 10-K for the fiscal years year ended December 31September 30, 20092004 as filed with the SEC (the balance sheet as of September 30, December 312004 contained therein being referred to herein as the "iPCS Balance Sheet"), 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements contained in iPCS' Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2004 as filed with the SEC (the financial statements described in this sentence being referred to herein as the "iPCS Financial Statements"). The iPCS Financial Statements (including the related notes, where applicable) fairly present in all material respects, and the financial statements filed by iPCS with the SEC after the date of this Agreement will fairly present in all material respects the consolidated financial position of iPCS and its Subsidiaries as of the Transmission Business for applicable interim periods required for SEC filings, including respective dates thereof and the results of the consolidated operations of the parties to the extent required for SEC filings or the Financings or ITC Financing, which they relate for the respective fiscal periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with or as of the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andrespective dates therein set forth (subject, in the case of the Audited Financial Statementsunaudited statements, a report of the independent accountants for the Transmission Business, prepared from the books to audit adjustments normal in amount and records of Entergy nature and to any other adjustments described therein) in accordance conformity with GAAP (with no exception or qualification except in the case of the unaudited statements for the lack of complete notes thereto) applied on a consistent basis throughout during the periods involved (except (i) as may otherwise be required under GAAPindicated therein or in the notes thereto and (ii) and for prior period adjustments from Sprint PCS that apply to iPCS). Since September 30, 2004, iPCS has not made any change in the rules and regulations accounting practices or policies applied in the preparation of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma its financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinstatements.

Financial Statements. The Company has previously made available to Parent copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements consolidated balance sheet of the Transmission Business, including Company and its Subsidiaries (other than the combined balance sheets (or other comparable statements as permitted under applicable securities LawCompany Trusts) of the Transmission Business as of December 31, 2010 and December 31, 201131 for the fiscal year 2007, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), shareholders’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 312006 and 2007, 2009, December 31, 2010 and December 31, 2011 accompanied by the audit report of its independent public accountants with respect to the Company (collectively, the “2007 Audited Financial Statements”) and (iib) the unaudited combined financial statements consolidated balance sheet of the Transmission Business for applicable interim periods required for SEC filings, including to Company and its Subsidiaries (other than the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, Company Trusts) as of June 30, 20102008, September 30and the related consolidated statements of income, 2010shareholders’ equity and cash flows for the six-month period then ended (the “June 30 Unaudited Financial Statements”). Except as described in Section 4.7 of the Company Disclosure Schedule, March each of the December 31, 2011, 2007 and June 30, 20112008 consolidated balance sheets of the Company (including the related notes, September 30where applicable) fairly present the consolidated financial position of the Company and its Subsidiaries (other than the Company Trusts) as of the date of such balance sheet, 2011 and March 31the other financial statements referred to in this Section 4.7 (including the related notes, 2012where applicable) fairly present, in each case together and the financial statements to be filed with the notes thereto if and to SEC after the extent that notes are required for SEC filings or the Financings or ITC Financing anddate hereof will fairly present (subject, in the case of the Audited Financial Statements, a report each of the independent accountants unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of the Company and its Subsidiaries (other than the Company Trusts) for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) complies, and the financial statements to be filed with the SEC after the date hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act and financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the type SEC. The books and form customarily included in offering documents used in private placements under Rule 144A records of the Securities Act (including pro forma financial information), Company and which present fairly its Subsidiaries are being maintained in all material respects the combined financial position accordance with GAAP and combined results of operations of the Transmission Business as of the dates any other applicable legal and for the periods shown thereinaccounting requirements.

Financial Statements. Exchange Act Filings; Books and Records. NewMil has previously delivered to Nutmeg true, correct and complete copies of (a) Entergy shall use reasonable best efforts to, the consolidated balance sheets of NewMil and its Subsidiaries as promptly as practicable after the date hereof and no later than of June 30, 2012for the fiscal years 1997, provide ITC with (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 1998 and December 31, 2011, 1999 and the combined related consolidated statements of income (or and statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), changes in shareholders equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31June 30, 20091996 through 1999, December 31inclusive, 2010 as reported in NewMil's Reports on Form 10-K filed with the SEC on or about September 30, 1998 and December 311999 under the Exchange Act, 2011 (collectivelyin each case accompanied by the audit report of PricewaterhouseCoopers, the “Audited Financial Statements”) LLP, independent public accountants with respect to NewMil, and (iib) the unaudited combined financial consolidated statement of condition of NewMil and its Subsidiaries as of March 31, 2000 and the related comparative unaudited statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, operations and cash flows for the three and nine month periods ended March 31, 20102000 and 1999. The financial statements referred to in this Section 4.5 (including the related notes, June 30where applicable) fairly present, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, the financial statements referred to in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andSection 6.8 hereof will fairly present (subject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount), the results of the independent accountants consolidated operations and consolidated financial condition of NewMil and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) comply, and the financial statements referred to in Section 6.8 hereof will comply, with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements related notes, where applicable) has been, and the financial statements referred to in Section 6.8 hereof will be, prepared in accordance with GAAP during the periods involved, except as indicated in such statements or in the notes thereto or, in the case of Regulation Sunaudited statements, as permitted by Form 10-X and Regulation SQ. NewMil's Annual Report on Form 10-K for the fiscal year ended June 30, 1997 and all subsequently filed reports under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly comply in all material respects with the combined financial position appropriate requirements for such reports under the Exchange Act, and combined results NewMil has previously delivered or made available to Nutmeg true, correct and complete copies of operations such reports. The books and records of the Transmission Business as of the dates NewMil and for the periods shown thereinNew Milford Savings Bank have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof True and no later than June 30, 2012, provide ITC with complete copies of (i) the audited combined financial consolidated balance sheets and the related consolidated statements of the Transmission Businessincome and expenses, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) stockholders’ equity, and cash flows of the Transmission Business for each of the two fiscal years ended as of December 31, 2010 2011 and December 31, 20112010, together with all related notes and schedules thereto, accompanied by the combined statements reports thereon of income Transferor’s accountants (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Transferor Audited Financial Statements”) and (ii) the unaudited combined financial consolidated balance sheets and the related consolidated statements of income and expenses, stockholders’ equity, and cash flows of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods quarterly period ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 2012 and March 31, 20122011 and, in for each case of 2012 and 2011, the year-to-date period ended on the last day of the full calendar month immediately preceding the Closing together with all related notes and schedules thereto accompanied by the reports thereon of Transferor’s accountants (the “Transferor Interim Financial Statements” and, together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Transferor Audited Financial Statements, a report the “Transferor Financial Statements”) have been delivered or will be delivered by Transferor to SFX. The Transferor Financial Statements (A) were prepared in accordance with the books of account and other financial records of Transferor, (B) present fairly the consolidated financial condition and results of operations of Transferor as of the independent accountants dates thereof or for the Transmission Businessperiods covered thereby, (C) have been prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a basis consistent basis throughout with the periods involved past practices of Transferor and (except as may otherwise be required under GAAPD) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of Transferor and the rules and regulations results of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business Transferor as of the dates and thereof or for the periods shown thereincovered thereby.

Financial Statements. Receipt by the Amendment Arrangers (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, which in the case of the Audited Administrative Agent, shall provide the same to the Lenders): (A) audited consolidated balance sheets of the Borrower and Convergys and related consolidated statements of income or operations, shareholders’ equity and cash flows, for each of the three most recently completed fiscal years ended at least ninety (90) days before the Amendment Closing Date, including, an unqualified audit report thereon; (B) as soon as available and in any event within forty-five (45) days after the end of each fiscal quarter following the most recent fiscal year-end financial statements delivered pursuant to the immediately preceding clause (A), an unaudited consolidated balance sheet of each of the Borrower and Convergys and related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the elapsed interim period following the last completed fiscal year and for the comparable periods of the prior fiscal year (the “Quarterly Financial Statements, a report ”); and (C) pro forma consolidated balance sheet and related consolidated statement of income or operations of the independent accountants Borrower for the Transmission Businesslast completed fiscal year and for the latest interim period covered by the Quarterly Financial Statements of the Borrower, in each case after giving effect to this Amendment, the Convergys Acquisition and the other transactions contemplated hereby (the “Pro Forma Financial Statements”), promptly after the historical financial statements for such periods are available, all of which financial statements shall be prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout generally accepted accounting principles in the periods involved (except as may otherwise be required under GAAP) United States and the rules and regulations of the SEC, including meet the requirements of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”) and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under the Securities Act on Form S-3; provided, that financial statements of Convergys and the Pro Forma Financial Statements shall only be provided to the extent required by Rule 3-05 and Article 11 of Regulation S-K under X; provided, further, that the Exchange Act Borrower’s and Convergys’s public filing of any required financial statements with the Securities Act SEC shall satisfy the requirements of clauses (A) and (B) of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act this paragraph (including pro forma financial informationg), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown therein.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined The financial statements of the Transmission Business, (including the combined balance sheets (or other comparable statements as permitted under applicable securities Lawrelated notes thereto) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectivelyCompany, the LLC and All Risks Specialty, LLC (“Audited Financial StatementsAll Risks”) and (ii) their respective consolidated subsidiaries included in the unaudited combined financial statements Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Transmission Business for applicable interim periods required for SEC filingsSecurities Act and present fairly, including to in all material respects, the extent required for SEC filings or financial position of the Financings or ITC FinancingCompany, the LLC and All Risks and their respective consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, specified; such financial statements have been prepared in each case together conformity with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, generally accepted accounting principles (“GAAP”) in the case of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) United States applied on a consistent basis throughout the periods involved covered thereby, except in the case of unaudited financial statements, which are subject to normal period and adjustments and do not contain footnotes as permitted by the applicable rules of the Commission, and any supporting schedules included in the Registration Statement present fairly, in all material respects, the information required to be stated therein; and the other financial information included in the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company, the LLC and All Risks and their respective consolidated subsidiaries, as applicable, and presents fairly, in all material respects, the information shown thereby; all disclosures included in the Registration Statement, the Pricing Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (except as may otherwise be required under GAAPsuch term is defined by the rules and regulations of Commission) comply with Regulation G of the Securities Exchange Act of 1934. as amended, and the rules and regulations of the SECCommission thereunder (collectively, including the requirements “Exchange Act”) and Item 10 of Regulation S-X K of the Securities Act, to the extent applicable; and Regulation S-K under the Exchange Act pro forma financial information and the related notes thereto included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the applicable requirements of the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including assumptions underlying such pro forma financial information)information are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinProspectus.

Financial Statements. Schedule 3.5 of the Contributor Disclosure Letter sets forth true, correct, and complete copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with audited consolidated balance sheets of each of (i) the audited combined financial statements of the Transmission BusinessBCP Raptor, including the combined balance sheets LLC, (or other comparable statements as permitted under applicable securities Lawii) of the Transmission Business BCP Raptor II, LLC, and (iii) BCP PHP, LLC, as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 20092020 and 2019, December 31, 2010 and December 31, 2011 the related statements of operations and cash flows for each of the twelve-month periods then ended (collectively, the “Audited Contributor Year End Financial Statements”); and (b) and the unaudited consolidated balance sheets of each of (i) BCP Raptor, LLC, (ii) the unaudited combined financial statements BCP Raptor II, LLC, and (iii) BCP PHP, LLC, as of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, and for the periods six month-period ended March 31, 2010, June 30, 20102021, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together the related statements of operations and cash flows for the six-month period then ended (the “Contributor Interim Financial Statements,” and collectively with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Contributor Year End Financial Statements, a report of the independent accountants for the Transmission Business, “Contributor Financial Statements”). The Contributor Financial Statements (1) have been prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout during the periods involved (except as may otherwise be required under GAAP) and indicated in the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial informationnotes thereto), and which (2) fairly present fairly in all material respects in accordance with applicable requirements of GAAP (subject, in the combined case of the unaudited statements, to normal year-end audit adjustments and the absence of footnote disclosures and other presentation items customarily included in audited financial statements) the financial position of the applicable Persons as of their respective dates and combined the results of operations and the cash flows of the Transmission Business as of the dates and applicable Persons for the periods shown presented therein, and (3) were derived from the books and records of the applicable Persons, which books and records (A) are accurate, complete, and correct in all material respects, (B) represent actual, bona fide transactions, and (C) have been prepared and maintained in all material respects in accordance with sound business and accounting practices for similarly situated private companies.

Financial Statements. The Parent has previously made available to Parent copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements consolidated balance sheet of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Parent and its Subsidiaries as of December 31, 2010 and December 31, 201131 for the fiscal year 2002, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), shareholders’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 312001 and 2002, 2009accompanied by the audit report of PricewaterhouseCoopers LLP, December 31, 2010 and December 31, 2011 independent public accountants with respect to the Parent (collectively, the “2002 Parent Audited Financial Statements”) and (iib) the unaudited combined financial statements consolidated balance sheet of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, Parent and its Subsidiaries as of September 30, 20102003, March and the related consolidated statements of income, shareholders’ equity and cash flows for the nine-month period then ended (the “September 30 Parent Unaudited Financial Statements”). The December 31, 2011, June 30, 2011, 2002 and September 30, 2011 2003 consolidated balance sheets of the Parent (including the related notes, where applicable) fairly present the consolidated financial position of the Parent and March 31its Subsidiaries as of the date thereof, 2012and the other financial statements referred to in this Section 5.6 (including the related notes, in each case together where applicable) fairly present, and the financial statements to be filed with the notes thereto if and to SEC after the extent that notes are required for SEC filings or the Financings or ITC Financing anddate hereof will fairly present (subject, in the case of the Audited Financial Statements, a report each of the independent accountants unaudited statements, to recurring audit adjustments normal in nature and amount), the results of the consolidated operations and consolidated financial position of the Parent and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) complies, and the financial statements to be filed with the SEC after the date hereof will comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act and financial statements to be filed with the SEC after the date hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the type SEC. The books and form customarily included in offering documents used in private placements under Rule 144A records of the Securities Act (including pro forma financial information)Parent and its Subsidiaries have been, and which present fairly are being, maintained in all material respects the combined financial position accordance with GAAP and combined results of operations of the Transmission Business as of the dates any other applicable legal and for the periods shown thereinaccounting requirements.

Financial Statements. (a) Entergy Lockheed Xxxxxx shall, at Lockheed Xxxxxx'x expense, furnish and shall use reasonable best efforts to, as promptly as practicable after cause its independent accountants for the date hereof Communications Systems Business Unit to audit and no furnish their opinion thereon not later than June 30March 28, 20121997, provide ITC with (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission for such Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Unit for the fiscal years ended December 31, 20091996, December 31, 2010 1995 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, 1994 prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis consistently throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including covered thereby in a form meeting the requirements of Regulation S-X of the Securities Act, and, consistent with appropriate terms and conditions and upon receipt of appropriate management representation letters, to furnish the consent of such independent accountants to the inclusion of their report on such financial statements to the extent the financial statements are required to be included in any registration statement of Newco under the Securities Act and any amendments thereto or in any offering memoranda in connection with an offering of securities exempt from registration under the Securities Act, and to provide comfort letters in customary form in connection therewith; and for the purposes of assisting Newco with any such registration statement and subsequent reporting requirements under the Securities Act of 1934, as amended, Lockheed Xxxxxx will deliver to Newco unaudited income statements and balance sheets of the Communications Systems Business Unit for each 1996 calendar quarter and each 1997 calendar quarter completed prior to or on the Closing Date. The financial statements and schedules described in the preceding sentence for the first quarter of 1997 and 1996, respectively, will be provided by May 10, 1997. To the extent required, each subsequent 1997 quarter's financial statements and schedules (together with the corresponding 1996 quarter's financial statements) shall be delivered to Newco by Lockheed Xxxxxx within 40 days after the last day of such quarter. The parties acknowledge and agree that time is of the essence in the performance of this Section 7.09 and Lockheed Xxxxxx shall provide Newco unaudited financial information with respect to the Communications Systems Business Unit for the years 1993 and 1992 meeting the requirements of Item 301 of Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A (Selected Financial Data) of the Securities Act by April 4, 1997. Lockheed Xxxxxx acknowledges that Newco's independent accountants will be performing the audit of the combined financial statements of the Business for the year ended December 31, 1996 (including pro forma financial informationand, if required by applicable SEC regulations, for the period from January 1, 1997 to the Closing Date), and which present fairly in all material respects the combined financial position and combined results of operations statements of the Transmission Wideband Systems Business as Unit and the Products Group of the dates and Business for the periods shown thereinthree months ended March 31, 1996 and the years ended December 31, 1995 and December 31, 1994. Lockheed Xxxxxx agrees to cooperate and cause its independent accountants to cooperate with Newco's independent accountants, and provide such reasonable representation letters of Lockheed Xxxxxx'x management to Newco's independent accountants in a form appropriate to enable such accountants to issue an opinion on the financial statements they are auditing in accordance with professional standards.

Financial Statements. (a) Entergy The Borrower shall use reasonable best efforts tofurnish, as promptly as practicable after or cause to be furnished, to the date hereof and no later than June 30, 2012, provide ITC with Administrative Agent: (i) within one hundred twenty (120) days after the close of each fiscal year, the consolidated audited combined year-end financial statements of Borrower and its Subsidiaries prepared by Borrower’s outside Auditors as of the Transmission Businessend of such fiscal year, including the combined a balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 sheet and December 31, 2011, and the combined related statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law)operations, equity and cash flows flows; (or other comparable statements as permitted under applicable securities Lawii) within forty-five (45) days after the first three fiscal quarters of the Transmission Business for the each fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectivelyyear, the “Audited Financial Statements”internally-prepared, consolidated unaudited quarterly financial statements of Borrower and its Subsidiaries containing substantially the same information required in (i) above; (iii) with the financial statements provided pursuant to subparagraphs (i) and (ii) above, a statement in reasonable detail (each a “Compliance Certificate”), signed by a Responsible Officer of the unaudited combined Borrower (A) showing the calculations used in determining the Borrower’s compliance with each of the financial covenants contained in Section 7.01(q) of this Agreement and (B) stating that there occurred no Default or Event of Default as of such period or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default; and (iv) such other information regarding the operations, business affairs and financial condition of any Loan Party as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably request. Such financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, shall be prepared from the books and records of Entergy and in accordance with GAAP consistently applied. Documents required to be delivered pursuant to this Section 7.01(a) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (a) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 2; or (b) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that the Borrower shall notify the Administrative Agent of the posting of any such documents and the Administrative Agent shall be able to confirm receipt. The Administrative Agent shall have no exception obligation to request the delivery of or qualification theretoto maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED, MARKED WITH “[*]” AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. The Borrower hereby acknowledges that (A) applied the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak, ClearPar or another similar electronic system (the “Platform”) and (B) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (1) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (2) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, any arranger and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws; (3) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (4) the Administrative Agent and any Affiliate thereof and any arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations portion of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinPlatform not designated “Public Side Information.”

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements Georgia has previously made available to Wisconsin copies of the Transmission Business, including consolidated balance sheet of Georgia and the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Georgia Subsidiaries as of December 31, 2010 2007 and December 31, 20112008, and the related combined and consolidated statements of income (or statements of revenues and direct expensesearnings, or other comparable statements as permitted under applicable securities Law)comprehensive earnings, shareholder’s equity and cash flows (or other comparable statements for the years then ended as permitted under applicable securities Law) of the Transmission Business reported in Georgia’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Georgia 2008 10-K”) filed with the SEC under the Exchange Act, accompanied by the audit report of KPMG LLP, independent public accountants with respect to Georgia for the years ended December 31, 20092006, 2007 and 2008. The December 31, 2010 2008 consolidated balance sheet of Georgia (including the related notes, where applicable) fairly presents in all material respects the consolidated financial position of Georgia and December 31the Georgia Subsidiaries as of the date thereof, 2011 (collectively, and the “Audited Financial Statements”) and (ii) the unaudited combined other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present in all material respects the results of the Transmission Business for applicable interim periods required for SEC filingsconsolidated operations, including to cash flows and changes in shareholders’ equity and consolidated financial position of Georgia and the extent required for SEC filings or the Financings or ITC Financing, Georgia Subsidiaries for the respective fiscal periods ended March 31or as of the respective dates therein set forth, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, subject to normal year-end audit adjustments in each case together amounts consistent with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, past practice in the case of unaudited financial statements, which adjustments, individually or in the Audited Financial Statementsaggregate, are not reasonably likely to have a report Material Adverse Effect on Georgia; each of such statements (including the independent accountants for related notes, where applicable) complies in all material respects with applicable accounting requirements and with the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)related notes, and which present fairly where applicable) has been prepared in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for in accordance with GAAP consistently applied during the periods shown thereininvolved, except, in each case, as indicated in such statements or in the notes thereto.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the The audited combined financial statements consolidated balance sheet of the Transmission Business, including Borrower and its Subsidiaries for the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011most recent Fiscal Year ended, and the combined related consolidated statements of income (or statements of revenues and direct expensesoperations, or other comparable statements as permitted under applicable securities Law), shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto (or other comparable statements i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited combined financial consolidated balance sheet of the Borrower and its Subsidiaries for the most recent Fiscal Quarter ended, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter (i) were prepared in accordance with GAAP consistently applied throughout the Transmission Business for applicable interim periods required for SEC filingsperiod covered thereby, including to except as otherwise expressly noted therein, (ii) fairly present the extent required for SEC filings or financial condition of the Financings or ITC Financing, Borrower and its Subsidiaries as of the date thereof and their results of operations for the periods ended March 31period covered thereby, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andsubject, in the case of clauses (i) and (ii), to the Audited Financial Statementsabsence of footnotes and to normal year-end audit adjustments, a report and (iii) show all material indebtedness and other liabilities, direct or contingent, of the independent accountants for the Transmission Business, prepared from the books Borrower and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business its Subsidiaries as of the dates date of such financial statements, including liabilities for taxes, material commitments and for Indebtedness. (c) The consolidated forecasted balance sheet and statements of income and cash flows of the periods shown Borrower and its Subsidiaries delivered pursuant to Section 7.1(d) were prepared in good faith on the basis of the assumptions stated therein., which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance. Section 6.8

Financial Statements. (a) Entergy shall use reasonable best efforts toAttached hereto as Schedule 5.5 are copies of all PBF Financial Statements and PBF Call Reports for periods ended prior to the date hereof, and PBF will deliver to ANB promptly copies of all PBF Financial Statements and PBF Call Reports prepared subsequent to the date hereof. The PBF Financial Statements (as promptly as practicable of the dates thereof and for the periods covered thereby) (i) are, or if dated after the date hereof of this Agreement, will be, in accordance with the books and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements records of the Transmission BusinessPBF Companies, including which are or will be, as the combined balance sheets case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices and in accordance with applicable legal and accounting principles and reflect only actual transactions, and (ii) present or other comparable statements will present, as permitted under applicable securities Law) the case may be, fairly the consolidated financial position of the Transmission Business PBF Companies as of December 31, 2010 and December 31, 2011, the dates indicated and the combined statements consolidated results of income (or statements of revenues and direct expensesoperations, or other comparable statements as permitted under applicable securities Law), changes in stockholders’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, PBF Companies for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012indicated, in each case together accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andor, in the case of the Audited Financial Statementsinterim financial statements, a report of the independent accountants for the Transmission Business, to normal recurring year-end audit adjustments that are not material). The PBF Call Reports have been prepared from the books and records of Entergy and in accordance material compliance with GAAP (with no exception or qualification theretoA) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)respective federal or state banking regulator with which they were filed, and (B) regulatory accounting principles, which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for principles have been consistently applied during the periods shown involved, except as otherwise noted therein.

Financial Statements. SFS has previously made available to HBE copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial consolidated statements of financial condition of SFS and the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business SFS Subsidiaries as of December 31, 2010 1996 and December 31, 20111997, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), shareholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 20091995, 1996 and 1997, inclusive, as reported in SFS's Annual Report on Form 10-K for the fiscal year ended December 31, 2010 and December 311997 (the "SFS Form 10-K") filed with the SEC under the Exchange Act, 2011 (collectivelyin each case accompanied by the audit report of Ernst & Young LLP, the “Audited Financial Statements”) independent public accountants with respect to SFS, and (iib) the unaudited combined financial consolidated statements of financial condition of SFS and the Transmission Business for applicable interim periods required for SEC filingsSFS Subsidiaries as of March 31, including to 1998, and the extent required for SEC filings or the Financings or ITC Financingrelated unaudited consolidated statements of income, shareholders' equity and cash flows for the periods three-month period then ended as reported in SFS's Quarterly Report on Form 10-Q for the period ended March 31, 2010, June 30, 2010, September 30, 2010, March 1998 filed with the SEC under the Exchange Act (the "SFS First Quarter 10-Q"). The December 31, 20111997 consolidated statements of financial condition of SFS (including the related notes, June 30where applicable) fairly present the consolidated financial position of SFS and the SFS Subsidiaries as of the dates thereof, 2011and the other financial statements referred to in this Section 4.6 or included in the SFS Reports (including the related notes, September 30where applicable) fairly present the results of the consolidated operations and shareholders' equity and consolidated financial position of SFS and the SFS Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andsubject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount; each of such statements (including the independent accountants for related notes, where applicable) comply in all material respects with applicable accounting requirements and with the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)related notes, and which present fairly where applicable) has been prepared in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for in accordance with GAAP consistently applied during the periods shown therein.involved, except, in each case, as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q.

Financial Statements. (a) Entergy shall use reasonable best efforts toThe Plan Investor has previously provided the Company with the following financial statements (collectively, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with “Plan Investor Financial Statements”): (i) the audited combined financial statements consolidated balance sheets of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Plan Investor Group as of December 31, 2010 and December 31, 2011, 2018 and the combined related statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business and changes in owners’ equity for the fiscal years ended December 31year then ended, 2009, December 31, 2010 together with the notes to such Plan Investor Financial Statements and December 31, 2011 the opinion of the Plan Investor’s independent auditor thereon (collectivelythe Financial Statements set forth in this clause (i), the “Plan Investor Audited Financial Statements”) ), and (ii) the unaudited combined financial statements consolidated balance sheet of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended Company Group as of March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 2019 (the “Plan Investor Latest Balance Sheet Date”) and March 31, 2012, in each case together with the notes thereto if related statements of income and to cash flows for the extent that notes are required for SEC filings or three (3)-month period then ended (the Financings or ITC Financing and, in the case of the Audited “Plan Investor Unaudited Financial Statements, a report of the independent accountants for the Transmission Business, ”). The Plan Investor Financial Statements have been prepared from the books and records of Entergy and in all material respects in accordance with GAAP (with no exception or qualification thereto) IFRS applied on a consistent basis throughout the periods involved indicated therein (except as may otherwise be required under GAAPset forth in footnote disclosures thereto) and except for (x) footnote disclosures thereto, and (y) with respect to Plan Investor Unaudited Financial Statements, normal and recurring year-end adjustments thereto (none of which, individually or in the rules and regulations of aggregate, are material to the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial informationCompany Group Members taken as a whole), and which present the Plan Investor Financial Statements fairly present, in all material respects respects, the combined financial position position, and combined results of operations operations, stockholders’ equity and cash flows of the Transmission Business Plan Investor Group, on a consolidated basis, as of the dates and for the periods shown indicated therein. The Plan Investor Financial Statements were derived from the books and records of the Plan Investor Group Members and present fairly in all material respects the financial condition of the Plan Investor Group as of the respective dates they were prepared and the results of operations of the Plan Investor Group for the periods indicated therein. Each Plan Investor Group Member maintains a standard system of accounting established and administered in accordance with IFRS.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with The Company has previously made available to Parent copies of (ia) the audited combined financial consolidated statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) financial condition of the Transmission Business Company and its Subsidiaries as of December 31, 2010 2002 and December 31, 20112003, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in shareholders’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 20092001, December 2002 and 2003, in each case accompanied by the audit report of Xxxxx Xxxxxxxx, LLP (the “Accounting Firm”), independent public accountants with respect to the Company, (b) the notes related thereto, (c) the unaudited consolidated statement of financial condition of the Company and its Subsidiaries as of March 31, 2010 2004 and December the related unaudited consolidated statements of income and cash flows for the three (3) months ended March 31, 2011 2004 and 2003 and (d) the notes related thereto (collectively, the “Audited Company Financial Statements”) ). The Accounting Firm is independent with respect to the Company and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including its Subsidiaries to the extent required for by Regulation S-X of the SEC. The consolidated statements of financial condition of the Company (including the related notes, where applicable) included within the Company Financial Statements fairly present, and the consolidated statements of financial condition of the Company (including the related notes, where applicable) to be included in the S-4 to be filed with the SEC filings or pursuant to this Agreement will fairly present, the Financings or ITC Financingconsolidated financial position of the Company and its Subsidiaries as of the dates thereof, and the consolidated statements of income, changes in shareholders’ equity and cash flows (including the related notes, where applicable) included within the Company Financial Statements fairly present, and the consolidated statements of income, changes in shareholders’ equity and cash flows of the Company (including the related notes, where applicable) to be included in the S-4 to be filed with the SEC pursuant to this Agreement will fairly present, the consolidated statements of income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries for the respective fiscal periods ended March 31therein set forth; each of the Company’s consolidated financial statements (including the related notes, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, where applicable) to be included in each case together the S-4 to be filed with the notes thereto if SEC pursuant to this Agreement will comply, with accounting requirements applicable to financial statements to be included in the S-4 and with the published rules and regulations of the SEC with respect thereto, including without limitation Regulation S-X; and each of the Company Financial Statements (including the related notes, where applicable) has been, and each of such consolidated financial statements (including the related notes, where applicable) to be included in the extent that notes are required for S-4 to be filed with the SEC filings or pursuant to this Agreement will be, prepared in accordance with GAAP consistently applied during the Financings or ITC Financing andperiods involved, except, in the case of unaudited statements, as permitted by the Audited Financial Statements, a report of the independent accountants for the Transmission Business, prepared from the SEC with respect to financial statements included on Form 10-Q. The books and records of Entergy the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules any other applicable legal and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinaccounting requirements.

Financial Statements. (a) Entergy shall use reasonable best efforts to, Red Cat has delivered to Unusual a true and complete copy of the audited consolidated balance sheet of the Target Companies as promptly as practicable after the date hereof and no later than June of April 30, 2012, provide ITC with (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 2021 and December 31, 20112022, and the combined statements audited consolidated profit and loss statement, statement of income (or statements cash flow and statement of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), changes in stockholders’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Target Companies for the fiscal years period ending on such dates together with the same financial statements for the three and six months ended December July 31 and October 31, 2009, December 31, 2010 2021 and December 31, 2011 2022 which interim financial statements have been reviewed by Red Cat’s auditors (collectively, the “Audited Target Companies’ Financial Statements”). Each of the consolidated Target Companies’ Financial Statements (including, in each case, any notes and schedules thereto) : (i) have been prepared in accordance with the books of accounts and records of the Target Companies; (ii) complied as to form in all material respects with the unaudited combined financial statements published rules and regulations of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes respect thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case as of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, their respective dates; (iii) was prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAPindicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q); (iv) reflected the effects of COVID-19 and COVID-19 Measures on the Target Companies and include adequate provisions to reflect the material effects of COVID-19 and COVID-19; and (v) fairly presented in all material respects the consolidated financial position and the results of operations, changes in stockholders’ equity, and cash flows of the Target Companies and its consolidated Subsidiaries as of the respective dates of and for the periods referred to in such financial statements, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by the applicable rules and regulations of the SECSEC (but only if the effect of such adjustments would not, including individually or in the requirements aggregate, be material). The Target Companies’ Financial Statements will (a) be prepared in accordance with the books of Regulation S-X account and Regulation S-K under records of each Target Company for the Exchange Act six months ended October 31, 2021 and the Securities Act 2022 and of the type will be true, correct and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly complete statements in all material respects the combined financial position and combined results of operations of the Transmission Business consolidated financial condition of each Target Company as of the dates and for the periods shown thereinClosing Date.

Financial Statements. The Company has previously made available to Parent copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements consolidated balance sheets of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Company and its Subsidiaries as of December 31, 2010 1999 and December 31, 20112000, and (b) the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in stockholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years 1998 through 2000, inclusive, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 20092000, December 31filed with the SEC under the Securities Exchange Act of 1934, 2010 and December 31as amended (the "Exchange Act"), 2011 (collectivelyin each case accompanied by the audit report of the Company's independent public accountants, the “Audited Financial Statements”) and (iic) the unaudited combined financial consolidated balance sheets of the Company at March 31, 2000 and March 31, 2001 and related consolidated statements of income, changes in stockholders' equity and cash flows for each of the Transmission Business for applicable interim three month periods required for SEC filings, including then ended to be included in the extent required for SEC filings or the Financings or ITC Financing, Company's Quarterly Report on Form 10-Q for the periods fiscal quarter ended March 31, 20102001. The financial statements referred to in the preceding sentence (including the related notes, June 30where applicable) fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, 2010and any financial statements filed by the Company with the SEC under the Exchange Act after the date of this Agreement (including the related notes, September 30where applicable) will fairly present in all material respects (including the related notes, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012where applicable) (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount) the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each case together with of such statements (including the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing related notes, where applicable) comply (and, in the case of the Audited Financial Statementsfinancial statements filed after the date of this Agreement, a report of will comply) in all material respects with applicable accounting requirements and with the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under related notes, where applicable) has been prepared (and, in the Exchange Act and the Securities Act and case of the type and form customarily included in offering documents used in private placements under Rule 144A financial statements filed after the date of the Securities Act (including pro forma financial information)this Agreement, and which present fairly will be prepared) in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for in accordance with United States generally accepted accounting principles ("GAAP") consistently applied during the periods shown thereininvolved, except, in each case, as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the SEC.

Financial Statements. There has been furnished to the Administrative Agent and each of the Banks (a) Entergy shall use reasonable best efforts toa consolidated balance sheet of the Company as at December 31, 2013, and a consolidated statement of income and cash flow of the Company for the fiscal year then ended, certified by the Company’s independent certified public accountants, and (b) unaudited interim condensed consolidated balance sheets of the Company and the Consolidated Subsidiaries as promptly as practicable after the date hereof and no later than at June 30, 2012, provide ITC with (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 20112014, and the combined interim condensed consolidated statements of income (or statements and of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) flow of the Transmission Business Company and the Consolidated Subsidiaries for the respective fiscal periods then ended and as set forth in the Company’s Quarterly Reports on Form 10-Q for such fiscal quarters. With respect to the financial statement prepared in accordance with clause (a) above, such balance sheet and statement of income have been prepared in accordance with GAAP and present fairly in all material respects the financial position of the Company and the Consolidated Subsidiaries as at the close of business on the respective dates thereof and the results of operations of the Company and the Consolidated Subsidiaries for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andthen ended; or, in the case of the Audited Financial Statementsfinancial statements referred to in clause (b), have been prepared in a report manner consistent with the accounting practices and policies employed with respect to the audited financial statements reported in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission and prepared in accordance with Rule 10-01 of Regulation S-X of the independent accountants Securities and Exchange Commission, and contain all adjustments necessary for a fair presentation of (A) the results of operations of the Company for the Transmission Businessperiods covered thereby, prepared from (B) the books financial position of the Company at the date thereof, and records (C) the cash flows of Entergy and the Company for periods covered thereby (subject to year-end adjustments). There are no contingent liabilities of the Company or the Consolidated Subsidiaries as of such dates involving material amounts, known to the executive management of the Company that (aa) should have been disclosed in said balance sheets or the related notes thereto in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X Securities and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)Commission, and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown therein(bb) were not so disclosed.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with The historical financial statements of (i) the Company and the Guarantor and (ii) TFCF Corporation (formerly known as Twenty-First Century Fox, Inc. (“21CF”)), an indirect subsidiary of the Company, included or incorporated by reference in the Registration Statement, the Time of Sale Information or the Prospectus present fairly, in all material respects, the consolidated financial position and results of operations of (i) the Company and the Guarantor and their respective subsidiaries and (ii) 21CF and its subsidiaries, as applicable, at the respective dates and for the respective periods to which they apply; such historical financial statements have been prepared in accordance with U.S. generally accepted accounting principles consistently applied, except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus; the selected financial data and the summary historical financial information of the Company and the Guarantor included in the Registration Statement, the Time of Sale Information and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, Company and the combined Guarantor incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; the unaudited pro forma financial statements, together with the related notes and any supporting schedules included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, fairly present the information shown therein and have been compiled on a basis substantially consistent with the audited financial statements of income (or statements of revenues i) the Company and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) Guarantor and (ii) 21CF included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus; and such unaudited combined pro forma financial statements of have been prepared, and the Transmission Business for applicable interim periods required for SEC filingspro forma adjustments set forth therein have been applied, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including the applicable accounting requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial informationincluding, without limitation, Regulations S-X promulgated by the Commission), and which present such pro forma adjustments have been properly applied to the historical amounts in the compilation of such statements. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the combined financial position Commission’s rules and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinguidelines applicable thereto.

Financial Statements. (a) Entergy shall use reasonable best efforts to, Attached as promptly Schedule 3.17(a) are (i) the carve-out balance sheet of the Seller as practicable after the date hereof and no later than June of September 30, 2012, provide ITC together with (i) the audited combined financial carve-out statements of the Transmission Businessincome, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law)comprehensive income, equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Seller for the fiscal years six month period ended December 31September 30, 20092012, December 31, 2010 and December 31, 2011 which have been reviewed by Deloitte & Touche (collectively, the “Audited Financial StatementsAuditor”) and (ii) the unaudited combined financial audited statements of the Transmission Business for applicable interim periods required for SEC filingsincome, including to the extent required for SEC filings or the Financings or ITC Financingcomprehensive income, equity and cash flows of Seller for the periods fiscal year ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 2012 and balance sheet of Seller as of March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case audit opinion thereon of the Audited Auditor (such statements, the “Financial Statements, a report of the independent accountants for the Transmission Business, ”). The Financial Statements have been prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) indicated on Schedule 3.17(a)), and present fairly, in all material respects, the financial position of the Seller and the rules results of its operations in accordance with GAAP as of and regulations for the dates and periods identified in the Financial Statements, each of which is subject to the SEClimitations and qualifications set forth therein and in the notes, including presentation qualifications and assumptions thereto, except that the Interim Financial Statements are subject to normal fiscal year-end adjustments and accruals in connection with the preparation of annual audited financial statements, none of which would be material; provided, however, that Seller makes no representation concerning the audit and review process of Auditor or its audit opinion. The Financial Statements have been prepared in a manner meeting the requirements of Regulation S-X promulgated by the Securities and Regulation SExchange Commission, and are suitable for inclusion in a Current Report on Form 8-K filing with the Securities and Exchange Commission, provided such Current Report is filed prior to the date on which the Financial Statements are no longer deemed current under the Exchange Act applicable rules and regulations promulgated by the Securities Act and Exchange Commission, provided, however, that Seller makes no representation concerning the audit or review process of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinAuditor or its audit opinion.

Financial Statements. Parent has been provided true, complete and correct copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements consolidated balance sheets of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Company and its Subsidiaries as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 2017 and December 31, 2011 2016 and the related consolidated statements of financial condition, operations, income (collectivelyor loss), shareholders’ equity and cash flows for the years then-ended (the “Audited Financial Statements”) and (iib) the unaudited combined financial consolidated balance sheets of the Company and its Subsidiaries as of the five (5)-month period ended May 31, 2018 and the related consolidated statements of the Transmission Business for applicable interim periods required for SEC filingsfinancial condition, including to the extent required for SEC filings operations, income (or the Financings or ITC Financingloss), shareholders’ equity and cash flows for the periods five (5)-month period then-ended March 31(the “Interim Financial Statements” and, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Financial Statements, a report the “Financial Statements”). The Financial Statements have been prepared in all material respects in accordance with GAAP, consistently applied, and present fairly, in all material respects, the consolidated financial position of the independent accountants Company and its Subsidiaries as of the date indicated and the results of operations, cash flows, income (or loss) and shareholders’ equity for the Transmission Businessperiod then ended, except with respect to the Interim Financial Statements, which are subject in each case to (i) normal year-end adjustments and (ii) the absence of disclosures normally made in footnotes, in each case of (i) and (ii), none of which are material in nature or amount, individually or in the aggregate. The Financial Statements have been prepared from from, and in accordance with, the books and records of Entergy the Company and its Subsidiaries, which books and records have been maintained in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations respects. The accounting controls of the Transmission Business Company and its Subsidiaries have been and are sufficient, in all material respects, to provide reasonable assurances that (A) all material transactions are executed in accordance with management’s general or specific authorization and (B) all transactions are recorded as reasonably necessary to permit the accurate preparation of financial statements in accordance with GAAP and, to the extent consistent therewith, the accounting principles, methods and practices used in preparing the Audited Financial Statements. The balance sheet as of May 31, 2018, which is included in the dates Interim Financial Statements, is referred to herein as the “Latest Balance Sheet” and for May 31, 2018 is referred to as the periods shown therein“Latest Balance Sheet Date”, and the balance sheet as of December 31, 2017, which is included in the Audited Financial Statements, is referred to herein as the “Audited Balance Sheet” and December 31, 2017 is referred to as the “Audited Balance Sheet Date”.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof True and no later than June 30, 2012, provide ITC with complete copies of (i) the audited combined financial statements unaudited consolidated balance sheet of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) Company for each of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income three (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law3) of the Transmission Business for the fiscal years ended December 31, 20092016, December 31, 2010 2017 and December 31, 2011 2018, and the related unaudited consolidated statements of income, consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively, collectively referred to herein as the “Audited Annual Consolidated Financial Statements”) and ), (ii) the unaudited combined financial statements consolidated balance sheet of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended Company as of March 31, 2010, 2019 and June 30, 20102019, September 30respectively, 2010and the related consolidated statements of income, March consolidated cash flow statements, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, and (iii) the calculation details of the Estimated Balance Sheet Date Net Debt and the Estimated Balance Sheet Date Net Working Capital ((ii) and (iii) are collectively referred to herein as the “Interim Consolidated Financial Statements”) have been delivered by the Company to the Purchaser. True and complete copies of the unaudited consolidated balance sheet of the Company as of August 31, 20112019, June 30and the related consolidated statements of income, 2011consolidated cash flow statements, September 30shareholders’ equity and changes in financial position of the Company, 2011 together with all related notes and March 31, 2012, in each case schedules thereto (together with the notes thereto if Annual Consolidated Financial Statements and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Interim Consolidated Financial Statements, a report the “Financial Statements”), will be delivered to the Purchaser before the commencement of the independent accountants for the Transmission BusinessClosing Examination. The Financial Statements (A) were or will be, as applicable, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) books of account and the rules and regulations other financial records of the SECGroup Companies in all material respects, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)B) present or will present, and which present as applicable, fairly in all material respects the combined consolidated financial position condition and combined results of operations of the Transmission Business Group Companies as of the dates thereof and for the periods shown thereincovered thereby, (C) have been or will have been, as applicable, prepared in accordance with the Applicable Accounting Standard applied on a basis consistent with the past practices of the Group Companies in all material respects, and (D) include or will include, as applicable, all adjustments that are necessary for a fair presentation in all material respects of the consolidated financial condition of the Group Companies and the results of the operations of the Group Companies as of the dates thereof and for the periods covered thereby.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with First Place has previously delivered to FFY copies of (i) the audited combined financial consolidated balance sheets of First Place as of June 30, 1999 and of the Association as of June 30, 1998 and the related consolidated statements of the Transmission Businessincome, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), changes in shareholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of for First Place for the Transmission Business fiscal year ended June 30, 1999 and for the Association for the fiscal years ended December 31June 30, 20091997 and 1998, December 31in each case accompanied by the audit report of Xxxxx, 2010 Xxxxxx and December 31Xxxxxx, 2011 (collectivelyXxxxxx & Co., independent public accountants with respect to First Place and the “Audited Financial Statements”) Association, and (ii) the unaudited combined financial consolidated balance sheet of First Place and its Subsidiaries as of March 31, 2000 and March 31, 1999 and the related unaudited consolidated statements of the Transmission Business for applicable interim periods required for SEC filingsincome, including to the extent required for SEC filings or the Financings or ITC Financing, changes in shareholders' equity and cash flows for the three and nine month periods then ended as reported in First Place's Quarterly Report on Form 10-Q for the period ended March 31, 2010, 2000 filed with the SEC under the Exchange Act. The June 30, 20101999 consolidated balance sheet of First Place (including the related notes, September 30where applicable) fairly presents the consolidated financial position of First Place and its Subsidiaries as of the date thereof, 2010and the other financial statements referred to in this Section 4.6 (including the related notes, March 31, 2011, June 30, 2011, September 30, 2011 where applicable) fairly present and March 31, 2012, the financial statements referred to in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andSection 6.9 hereof will fairly present (subject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount and the absence of footnotes), the results of the independent accountants consolidated operations and changes in shareholders' equity and consolidated financial position of First Place and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) comply, and the financial statements referred to in Section 6.9 hereof will comply, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act financial statements referred to in Section 6.9 hereof will be, prepared in accordance with GAAP consistently applied during the periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of the type First Place and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)its Subsidiaries have been, and which present fairly are being, maintained in all material respects the combined financial position in accordance with GAAP and combined results of operations of the Transmission Business as of the dates any other applicable legal and for the periods shown thereinaccounting requirements and reflect only actual transactions.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after The Company has previously delivered to the date hereof and no later than June 30, 2012, provide ITC with Purchasers copies of (i) the audited combined financial statements consolidated balance sheet of the Transmission Business, including Company and the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Company Subsidiaries as of December 31, 2010 31 for the fiscal years 2000 and December 31, 20112001, and the combined related consolidated statements of income (or operations, statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), stockholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years 1999 through 2001, inclusive, as reported in the Company's Annual Report on Form 10-K (as amended) for the fiscal year ended December 31, 20092001, December 31filed by the Company with the SEC under the Exchange Act, 2010 and December 31in each case accompanied by the audit report of PricewaterhouseCoopers LLP, 2011 (collectivelyindependent public accountants, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements consolidated balance sheet of the Transmission Business for applicable interim periods required for SEC filings, including to Company and the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, Company Subsidiaries as of June 30, 20102002 (the "BALANCE SHEET") and the related unaudited consolidated statement of operations, September 30, 2010, March 31, 2011, statements of stockholders' equity and cash flows for the three- and six-month periods then ended as reported in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 20112002, September 30filed with the SEC under the Exchange Act. All of such financial statements fairly present the consolidated financial position of the Company and the Company Subsidiaries as of the dates shown and the results of the consolidated operations, 2011 statements of stockholders' equity and March 31, 2012cash flows of the Company and the Company Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, in each case together with the notes thereto if subject, as to interim statements, to changes resulting from year-end adjustments (none of which will be material in amount and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case effect). All of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, such financial statements have been prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) consistently applied on a consistent basis throughout during the periods involved (involved, except as may otherwise be required under GAAP) set forth in the notes thereto, and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act Company and the Securities Act and Company Subsidiaries have no liabilities or obligations of any nature (absolute, accrued, contingent or otherwise) which are not fully reflected or reserved against in the type and form customarily balance sheet as of June 30, 2002, included in offering documents used such financial statements, except for liabilities that may have arisen in private placements under Rule 144A the ordinary and usual course of business and consistent with past practice and that, individually or in the Securities Act (including pro forma financial information)aggregate, and which present fairly in all material respects would not constitute a Material Adverse Effect. Neither the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinCompany nor any Company Subsidiary has entered into any off-balance sheet arrangements or transactions.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after Parent has previously made available to the date hereof and no later than June 30, 2012, provide ITC with Company copies of (i) the audited combined financial statements of the Transmission Business, including the combined consolidated balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Parent and its Subsidiaries as of December 31, 2010 2002 and December 31, 20112003, and the combined related consolidated statements of income (or statements of revenues and direct expensesoperations, or other comparable statements as permitted under applicable securities Law), changes in shareholders’ equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years 2001 through 2003, inclusive, as included in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 20092003 filed with the SEC under the Exchange Act, December 31accompanied by the audit report of Xxxxx Xxxxxxxx LLP, 2010 and December 31independent public accountants with respect to Parent, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements consolidated balance sheets of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, Parent and its Subsidiaries as of September 30, 20102004 and the related unaudited consolidated statements of operations, March 31, 2011, June 30, 2011, cash flows and changes in shareholders’ equity for the three- and nine-month periods then ended as included in Parent’s Quarterly Report on Form 10-Q for the period ended September 30, 2011 and March 2004 filed with the SEC under the Exchange Act. The December 31, 20122003 consolidated balance sheet of Parent (including the related notes, where applicable) fairly presents the consolidated financial position of Parent and its Subsidiaries as of the date thereof, and the other financial statements referred to in each case together this Section 5.02(f) (including the related notes, where applicable) fairly present, and the financial statements to be filed by Parent with the notes thereto if and to SEC after the extent that notes are required for SEC filings or the Financings or ITC Financing anddate of this Agreement will fairly present (subject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount), the results of the independent accountants consolidated operations and consolidated financial position of Parent and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) complies, and the financial statements to be filed by Parent with the SEC after the date of this Agreement will comply, with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act and financial statements to be filed by Parent with the SEC after the date of the type and form customarily included this Agreement will be, prepared in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for accordance with GAAP consistently applied during the periods shown thereininvolved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. Xxxxx Xxxxxxxx LLP has not resigned or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof Pioneer has delivered to Central -------------------- true and no later than June 30, 2012, provide ITC with complete copies of (i) the audited combined consolidated statement of financial condition and the related statements of income, retained earnings and cash flows of Pioneer for the Transmission Businessyear ended September 30, including 1995 (the combined balance sheets "1995 Pioneer Financial Statements"); (or other comparable statements as permitted under applicable securities Lawii) the audited consolidated statement of the Transmission Business as of December 31, 2010 and December 31, 2011, financial condition and the combined related statements of income income, retained earnings and cash flows of Pioneer for the year ended September 30, 1996 (or the "1996 Pioneer Financial Statements"); and (iii) the audited consolidated balance sheet and the related consolidated statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), stockholders' equity and cash flows of Pioneer for the year ended September 30, 1997 (the "1997 Pioneer Financial Statements"). The 1995, 1996 and 1997 Pioneer Financial Statements have been audited by Miller, Mayer, Xxxxxxxx & Xxxxxxx LLP, certified public accountants. Pioneer has delivered, or other comparable statements for periods not yet complete as permitted under applicable securities Law) of the Transmission Business date of this Agreement, shall deliver in accordance with Section 6.10, for the fiscal years ended December 31monthly and quarterly periods ending during the period beginning on October 1, 20091997, December 31and ending on the last day of the month next preceding the month in which the Effective Time occurs, 2010 true and December 31complete copies of the quarterly and monthly unaudited balance sheets and related statements of income, 2011 stockholders' equity and cash flows of Pioneer (collectively, the “Audited "Pioneer Unaudited Financial Statements”) "). The 1995, 1996, and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited 1997 Pioneer Financial Statements, and the Pioneer Unaudited Financial Statements (collectively, the "Pioneer Financial Statements") have been or, as the context requires, shall have been prepared in conformity with generally accepted accounting principles applied on a report basis consistent with prior years. The Pioneer Financial Statements present, or, as the context requires, shall present, fairly the financial position of the independent accountants Bank and Pioneer as of their respective dates and the results of the operations of the Bank and Pioneer for the Transmission Business, prepared from the books and records of Entergy and respective periods covered thereby in accordance conformity with GAAP (with no exception or qualification thereto) generally accepted accounting principles applied on a consistent basis throughout basis; in compliance as to form in all material respects with the periods involved applicable requirements of the Securities Act of 1933, as amended (except as may otherwise be required under GAAPthe "Securities Act") and the applicable published rules and regulations of the Securities and Exchange Commission (the "SEC") thereunder. All loans, including discounts and financing leases reflected on Pioneer Financial Statements have been, or, as the requirements context requires, shall have been (a) made for good, valuable and adequate consideration in the ordinary course of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and business of the type Bank, (b) evidenced by notes or other evidences of indebtedness which are true, genuine and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)what they purport to be, and which present fairly (c) adequately reserved against in an amount sufficient in the reasonable opinion of management to provide for all material respects losses reasonably anticipated in the combined financial position and combined results ordinary course of operations of the Transmission Business busi- ness as of the date thereof based on information available as of their respective dates under generally accepted accounting principles. Neither Pioneer nor the Bank has or will have, nor are any of their assets subject to, nor will any of their assets be subject to, any liability, commitment, indebtedness or obligation (of any kind whatsoever, whether absolute, accrued, contingent, matured or unmatured) which (a) is material and for not reflected and adequately reserved against in the periods shown therein1997 Pioneer Financial Statements, or (b) has been or shall be incurred subse- quent to the date of the 1997 Pioneer Financial Statements other than those incurred in the ordinary course of business and not in violation of any provision of this Agreement.

Financial Statements. Washington Mutual has previously made available to Dime copies of (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements of the Transmission Business, including the combined consolidated balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Washington Mutual and its Subsidiaries as of December 31, 2010 1999 and December 31, 20112000, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in stockholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ending December 31, 1998 through 2000, inclusive, as reported in Washington Mutual's Annual Report on Form 10-K for the year ended December 31, 20092000 filed with the SEC under the Exchange Act, December 31accompanied by the audit report of Deloitte & Touche, 2010 and December 31LLP, 2011 (collectivelyindependent public accountants with respect to Washington Mutual, the “Audited Financial Statements”) and (iib) the unaudited combined financial consolidated balance sheets of Washington Mutual and its Subsidiaries as of March 31, 2000, and March 31, 2001, and the related unaudited consolidated statements of the Transmission Business for applicable interim periods required for SEC filingsincome, including to the extent required for SEC filings or the Financings or ITC Financing, cash flows and changes in stockholders' equity for the three-month periods then ended, as reported in Washington Mutual's Quarterly Report on Form 10-Q for the period ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together 2001 filed with the notes thereto if SEC under the Exchange Act. Each of the financial statements referred to in this Section 5.6 (including the related notes, where applicable) fairly present, and the financial statements referred to in Section 7.10 hereof (including the extent that notes are required for related notes, where applicable) will fairly present when filed with the SEC filings or the Financings or ITC Financing and(subject, in the case of the Audited Financial Statementsunaudited statements, a report to normal recurring adjustments, none of which are expected to be material in nature and amount), the results of the independent accountants consolidated operations and changes in stockholders' equity and consolidated financial position of Washington Mutual and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth. Each of such financial statements (including the related notes, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification theretowhere applicable) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) complies, and the financial statements referred to in Section 7.10 hereof (including the related notes, where applicable) will comply when filed with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC, SEC with respect thereto; and each of such financial statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act related notes, where applicable) has been, and the Securities Act and of the type and form customarily included financial statements referred to in offering documents used in private placements under Rule 144A of the Securities Act Section 7.10 (including pro forma financial information)the related notes, where applicable) will be, prepared in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Washington Mutual and its Subsidiaries have been, and which present fairly are being, maintained in all material respects the combined financial position in accordance with GAAP and combined results of operations of the Transmission Business as of the dates any other applicable legal and for the periods shown thereinaccounting requirements and reflect only actual transactions.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements Section 4.7 of the Transmission BusinessCompany Disclosure Letter contains true and complete copies of the audited, including the combined consolidated balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Stockholder and its Subsidiaries (collectively, the “Finance Entities”) as of December 31, 2010 2022 and December 31, 2011, 2021 and the combined related audited, consolidated statements of operations and comprehensive income (or loss), consolidated statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), owners’ equity and consolidated statements of cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Finance Entities for the fiscal years ended December 31, 2009, December 31, 2010 2022 and December 31, 2011 2021 (collectively, the “Audited Historical Financial Statements”), and the unaudited balance sheet of the Finance Entities as of March 31, 2023 (the “Last Balance Sheet”) and (ii) the unaudited combined financial statements income statement of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, Finance Entities for the periods three (3)-month period ended March 31, 20102023 (the “Interim Financial Statements”, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Historical Financial Statements, a report the “Financial Statements”). Each of the independent accountants consolidated balance sheets included in the Financial Statements fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as of their respective dates, and the other related statements included in the Financial Statements fairly present, in all material respects, the results of their consolidated operations and cash flows for the Transmission Business, periods indicated. Each of the Financial Statements have been prepared from the books and records of Entergy and the Company and, except as may be indicated in the notes thereto, have been prepared in accordance with GAAP (consistently applied in all material respects, and in the case of the Interim Financial Statements, with no the exception of the absence of recurring normal audit adjustments, the effect of which would not, individually or qualification thereto) applied on in the aggregate, be material to the Company and its Subsidiaries, taken as a consistent basis throughout the periods involved (except as may otherwise be whole, and certain notes or other textual disclosures required under GAAP) and GAAP (which, if presented, would not materially alter the rules and regulations financial condition or financial results of the SEC, including the requirements of Regulation S-X Company and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial informationits Subsidiaries), and which present fairly . The Financial Statements comply in all material respects with the combined financial position and combined results requirements of operations Item 9.01(a) of the Transmission Business as of the dates and for the periods shown therein.Form 8-K.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof Schedule 4.4 includes correct and no later than June 30, 2012, provide ITC with (i) the audited combined complete copies of financial statements of the Transmission Business, including consisting of the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of September 30, 1998, 1999 and 2000 and the related statements of income of the Business for the years then ended, all of which have been subjected to the same audit procedures as applied to the BBT audited financial consolidated financial statements audited by BDO Xxxxxxx (for 1998 and 1999) and Xxxx Xxxxx, CPA (for 2000), and are accompanied by the January 3, 2001 Xxxx Xxxxx Independent Auditor's Report and January 4, 2001 memorandum from Xxxxxx Xxxxxxx (collectively, the "Audited Financial Statements") and unaudited financial statements of the Business consisting of the balance sheet of the Business as of December 31, 2010 and December 31, 2011, 2000 and the combined statements related statement of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years three-month period then ended December 31, 2009, December 31, 2010 and December 31, 2011 prepared by BBT (collectively, the “"Interim Financial Statements" and together with the Audited Financial Statements”) , the "Financial Statements"). The Financial Statements are in all material respects consistent with the books and (ii) the unaudited combined financial statements records of the Transmission Business for applicable interim periods and the books and records underlying such Financial Statements include all material transactions required for SEC filingsby GAAP, including to applied on a consistent basis. The Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly the extent required for SEC filings or financial position and assets and liabilities of the Financings or ITC Financing, Business as of the dates thereof and the results of its operations for the periods ended March 31then ended, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andsubject to, in the case of the Audited Interim Financial Statements, a report normal year-end adjustments which are not material in amount or significance in any individual case or in the aggregate, and the absence of the independent accountants for the Transmission Businessfootnotes, prepared from the books statements of cash flows and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as other presentation items that may otherwise be required under GAAP) . The balance sheet as of September 30, 2000 that is included in the Financial Statements is referred to herein as the "Balance Sheet" and the rules and regulations date thereof is referred to as the "Balance Sheet Date." The balance sheet as of December 31, 2000 that is included in the SEC, including Financial Statements is referred to herein as the requirements of Regulation S-X and Regulation S-K under the Exchange Act "Interim Balance Sheet" and the Securities Act and of date thereof is referred to as the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown therein"Interim Balance Sheet Date."

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined The historical financial statements and the related notes thereto of the Transmission Business, including the combined balance sheets (Company and its consolidated subsidiaries included or other comparable statements as permitted under applicable securities Law) incorporated by reference in each of the Transmission Business Registration Statement and the General Disclosure Package and the Final Prospectus present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of December 31, 2010 and December 31, 2011, the dates indicated and the combined statements results of income (or statements of revenues their operations and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and the changes in their cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, specified; such financial statements have been prepared in each case together conformity with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, generally accepted accounting principles accepted in the case of the Audited Financial Statements, a report of the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP United States (with no exception or qualification thereto“GAAP”) applied on a consistent basis throughout the periods involved covered thereby; (except as may otherwise be required under GAAPii) the other financial information of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement and the General Disclosure Package and the Final Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries, and presents fairly the information shown thereby; and (iii) KPMG LLP (“KPMG”) has certified the historical statement of revenues and direct operating expenses with respect to certain interests in oil and gas properties, rights and related assets in the Western Eagle Ford basin (the “July Western Eagle Ford Assets”) acquired by Javelin EF L.P., (a subsidiary of the Company) (the “Purchaser”) from Mesquite Comanche Holdings, LLC (“Comanche Holdings”) and SN EF Maverick, LLC (“SN EF Maverick,” collectively, with Comanche Holdings, the rules “Seller”) pursuant to that certain Purchase and regulations Sale agreement, dated as of May 2, 2023 among the Purchaser and the Seller, incorporated by reference in each of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act Registration Statement and the Securities Act General Disclosure Package and the Final Prospectus, and to the knowledge of the type Company such financial statements and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which related notes thereto present fairly in all material respects the combined financial position revenues and combined results of operations direct operating expenses of the Transmission Business as July Western Eagle Ford Assets for the period specified; to the knowledge of the dates and for Company, such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods shown thereincovered thereby. The unaudited pro forma financial information and the related notes thereto included or incorporated by reference in each of the Registration Statement and the General Disclosure Package and the Final Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and are set forth or incorporated by reference in each of the Registration Statement and the General Disclosure Package and the Final Prospectus.

Financial Statements. (a) Entergy shall use reasonable best efforts toThe Company has previously made available to Park Sterling copies of the consolidated balance sheets of the Company and its Subsidiaries as of December 31 for the fiscal years 2010, 2011 and 2012, and the related consolidated statements of income (loss), of comprehensive income (loss), of changes in stockholders’ equity, and of cash flows, as promptly as practicable after reported in the date hereof and no later than June Company 10-K, in each case accompanied by the audit report of Xxxxxxx Xxxxx, LLC. The September 30, 2012, provide ITC with (i) the audited combined 2013 consolidated financial statements of the Transmission Business, Company (including the combined balance sheets (or other comparable statements as permitted under applicable securities Lawrelated notes, where applicable) included in the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2013 fairly presents in all material respects the consolidated financial position of the Transmission Business Company and its Subsidiaries as of December 31, 2010 and December 31, 2011the date thereof, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) all of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of referred to in this Section 3.7 (including the Transmission Business for applicable interim periods required for SEC filingsrelated notes, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, where applicable) fairly present in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing andall material respects (subject, in the case of the Audited Financial Statementsunaudited statements, a report to recurring audit adjustments normal in nature and amount), the results of the independent accountants consolidated operations, comprehensive income, changes in stockholders’ equity, cash flows and the consolidated financial position of the Company and its Subsidiaries for the Transmission Businessrespective fiscal periods or as of the respective dates therein set forth; each of such statements (including the related notes, prepared from where applicable) in all material respects complies with applicable accounting requirements and with the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements related notes, where applicable) has been prepared in accordance with GAAP consistently applied during the periods involved. There is no transaction, arrangement or other relationship between the Company or any of Regulation S-X its Subsidiaries and Regulation S-K under an unconsolidated or other Affiliated entity that is not reflected on the Exchange Act financial statements specified in this Section 3.7. The books and the Securities Act and records of the type Company and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly its Subsidiaries in all material respects the combined financial position have been, and combined results of operations are being, maintained in accordance with applicable Law and GAAP. Xxxxxxx Xxxxx, LLC has not resigned or been dismissed as independent public accountants of the Transmission Business Company as a result of or in connection with any disagreements with the dates and for the periods shown thereinCompany on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

Financial Statements. Attached hereto as Schedule 5.12 is the -------------------- ------------- Company's unaudited balance sheet (athe "Balance Sheet") Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with (i) the audited combined financial statements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 1998 ------------- (the "Balance Sheet Date"), and the unaudited statement of operations for the ------------------ twelve-month period then ended. Included in the Company's Registration Statement on Form S-1 effective June 19, 1998 (the "Form S-1") are the Company's -------- audited balance sheets as of April 30, 1996 and 1997, and December 31, 20111997, and the combined audited statements of income (or statements of revenues operations, cash flow and direct expenses, or other comparable statements as permitted under applicable securities Law), shareholders' equity and cash flows (or other comparable statements as permitted under applicable securities Law) for each of the Transmission Business periods then ended, together with the related opinion thereon of Xxxxxx Xxxxxxxx LLP, independent certified public accountants. Included in the Company's Report on 10-Q for the fiscal years quarterly period ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, 1998 (the "Form 10-Q") are the Company's unaudited balance sheet as of September 30, 2011 1998 --------- and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case unaudited statement of the Audited Financial Statements, a report of the independent accountants operations for the Transmission Business, prepared from nine-month period then ended. The foregoing financial statements (i) are in accordance with the books and records of Entergy the Company, (ii) present fairly the financial condition of the Company at the Balance Sheet Date and other dates therein specified and the results of its operations and cash flow for the periods therein specified, and (iii) have been prepared in accordance with GAAP (with no exception or qualification thereto) generally accepted accounting principles applied on a basis consistent basis throughout with prior accounting periods. Specifically, but not by way of limitation, the periods involved (except as may otherwise be required under GAAP) and the rules and regulations Balance Sheet discloses all of the SECdebts, including the requirements liabilities and obligations of Regulation S-X any nature (whether absolute, accrued, contingent or otherwise and Regulation S-K under the Exchange Act and the Securities Act and whether due or to become due) of the type and form customarily included Company at the Balance Sheet Date which must be disclosed on a balance sheet in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinaccordance with generally accepted accounting principles.

Financial Statements. (a) Entergy shall use reasonable best efforts toThe combined balance sheets of the Borrower and its Consolidated Subsidiaries as at May 31, as promptly as practicable after 1999 and the date hereof related combined statements of income, expenses and no later than June 30net margins, 2012changes in Members' equity and cash flows for the fiscal year ended May 31, provide ITC 1999, including the related notes, accompanied by the opinion and report thereon of Xxxxxx Xxxxxxxx & Co., certified public accountants, heretofore delivered to the Banks, present fairly in accordance with generally accepted accounting principles (i) the audited combined financial statements position of the Transmission Business, including Borrower and its Consolidated Subsidiaries as at the combined date of said balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, and the combined statements of income (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined results of the operations of the Borrower and its Consolidated Subsidiaries for said fiscal year. The Borrower has no material liabilities (contingent or otherwise) which are not disclosed by or reserved against in the most recent audited financial statements or in the notes thereto other than (i) Indebtedness incurred and (ii) loan and guarantee commitments issued in each case by the Borrower in the ordinary course of business since the date of such financial statements. All such financial statements have been prepared in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, except as disclosed therein. The same representations as are set forth in this Section 4.02 shall be deemed to have been made by the Borrower in respect of the most recent annual and quarterly financial statements of the Transmission Business for applicable interim periods Borrower and its Consolidated Subsidiaries (except that the opinion and report of Xxxxxx Xxxxxxxx & Co. may be replaced by an opinion and report of another nationally recognized firm of independent certified public accountants) furnished or required for SEC filings, including to be furnished to the extent required for SEC filings Banks prior to or at the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case time of the Audited Financial Statementsmaking of each Loan hereunder, a report of at the independent accountants for time the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception same are furnished or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise required to be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which present fairly in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for the periods shown thereinfurnished.

Financial Statements. TMS has filed all registration statements, forms, reports and other documents required to be filed by TMS with the Securities and Exchange Commission (a"SEC") Entergy shall use reasonable best efforts toand has made available to Purchaser copies of all registration statements, as promptly as practicable forms, reports and other documents filed by TMS with the SEC since August 31, 2003. All such registration statements, forms, reports and other documents (including those that TMS may file after the date hereof and no later than June 30until the Closing) are referred to herein as the "TMS SEC Reports." The TMS SEC Reports, 2012at the time filed, provide ITC were or will be prepared in compliance in all material respects with (i) the audited combined financial statements applicable requirements of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31, 2010 and December 31, 2011, Securities Act and the combined statements Securities Exchange Act of income 1934, as amended (or statements of revenues and direct expenses, or other comparable statements as permitted under applicable securities Lawthe "Exchange Act"), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (collectively, the “Audited Financial Statements”) and (ii) the unaudited combined financial statements of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, June 30, 2011, September 30, 2011 and March 31, 2012, in each case together with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Financial Statementsmay be, a report of the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the rules and regulations of the SECSEC thereunder applicable to such TMS SEC Reports. TMS has delivered, or will deliver when prepared, to the Buyer: (a) an audited balance sheet of TMS as of August 31, 2003 (including the requirements of Regulation S-X and Regulation S-K under notes thereto, the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information"Balance Sheet"), and which present the related audited statements of operations, shareholders' equity and cash flows for the fiscal year then ended, including in each case the notes thereto, together with the report thereon of KPMG, independent certified public accountants; (c) an unaudited balance sheet of TMS as of May 31, 2004, (the "Interim Balance Sheet") and the related unaudited statements of operations, shareholders' equity and cash flows for the nine (9) months then ended, including in each case the notes thereto; and (d) an unaudited year end Balance Sheet as of August 31, 2004 and a Closing Balance Sheet as of September 30, 2004, and the related unaudited statements of operations, shareholders' equity and cash flows for each applicable period then ended, including notes thereto. Such financial statements fairly in all material respects present, or will fairly present, the combined financial position condition and combined the results of operations operations, shareholders' equity and cash flows of TMS as at the Transmission Business as respective dates of the dates and for the periods shown thereinreferred to in such financial statements, all in accordance with GAAP. Additionally, TMS has provided the Buyer with unaudited statements of operations, shareholders' equity and cash flows, updated monthly and prepared in accordance with GAAP except that such statements have not included any notes which may be required by GAAP. The financial statements referred to in this Section 4.7 reflect and will reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements, subject to normal year-end adjustments in the case of the unaudited financial statements which were not or are not expected to be material in amount. Since the respective dates of the most recent of such financial statements and related information documents provided by TMS to Buyer, until the Closing Balance Sheet Date, the operation of the Business by TMS has been conducted in the ordinary course and consistent with past practices and there has not been any Material Adverse Effect in the financial condition, assets, liabilities, revenues, expenses or operations of the Business.

Financial Statements. (a) Entergy shall use reasonable best efforts to, as promptly as practicable after the date hereof and no later than June 30, 2012, provide ITC with Huntington has previously made available to Unizan copies of (i) the audited combined financial statements consolidated balance sheet of the Transmission Business, including the combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business Huntington and its Subsidiaries as of December 31, 2010 2000, 2001 and December 31, 20112002, and the combined related consolidated statements of income (or statements of revenues and direct expensesincome, or other comparable statements as permitted under applicable securities Law), changes in shareholders’ equity and cash flows (or other comparable statements for the years then ended as permitted under applicable securities Law) of the Transmission Business reported in Huntington’s Annual Report on Form 10-K for the fiscal years year ended December 31, 2009, December 31, 2010 and December 31, 2011 2002 (collectivelyas amended prior to the date hereof, the “Audited Financial StatementsHuntington 2002 10-K”) filed with the SEC under the Exchange Act, accompanied by the audit report of Ernst & Young LLP, independent public accountants with respect to Huntington, and (ii) the unaudited combined financial statements consolidated balance sheet of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, Huntington and its Subsidiaries as of September 30, 20102002 and 2003, March 31and the related consolidated statements of income, 2011changes in shareholders’ equity and cash flows of the three and nine month periods then ended, June 30, 2011, as reported in Huntington’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 and March 2003 (the “Huntington 10-Q”). The December 31, 20122002 consolidated balance sheet of Huntington (including the related notes, where applicable) fairly presents in each case together all material respects the consolidated financial position of Huntington and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present in all material respects the results of the consolidated operations and changes in shareholders’ equity and consolidated financial position of Huntington and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth, subject to normal year-end audit adjustments in amounts consistent with the notes thereto if and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, past experience in the case of unaudited statements; each of such statements (including the Audited Financial Statementsrelated notes, a report of where applicable) complies in all material respects with applicable accounting requirements and with the independent accountants for the Transmission Business, prepared from the books and records of Entergy and in accordance with GAAP (with no exception or qualification thereto) applied on a consistent basis throughout the periods involved (except as may otherwise be required under GAAP) and the published rules and regulations of the SEC, SEC with respect thereto; and each of such statements (including the requirements of Regulation S-X and Regulation S-K under the Exchange Act and the Securities Act and of the type and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information)related notes, and which present fairly where applicable) has been prepared in all material respects the combined financial position and combined results of operations of the Transmission Business as of the dates and for in accordance with GAAP consistently applied during the periods shown thereininvolved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of Huntington and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. (aAttached as Section 4.03(f) Entergy shall use reasonable best efforts to, as promptly as practicable after of the date hereof and no later than June 30, 2012, provide ITC with Constellation OP Disclosure Letter are copies of the following: (i) the audited combined financial statements of the Transmission Business, including the unaudited combined balance sheets (or other comparable statements as permitted under applicable securities Law) of the Transmission Business as of December 31sheets, 2010 and December 31, 2011, and the combined statements of operations and comprehensive income (or and combined statements of revenues equity with respect to the Contributed Entities on an aggregate basis, as of and direct expenses, or other comparable statements as permitted under applicable securities Law), equity and cash flows (or other comparable statements as permitted under applicable securities Law) of the Transmission Business for the fiscal years ended December 31, 2009, December 31, 2010 2016 and December 31, 2011 2015 (collectively, the “Audited Contributed Entity Annual Financial Statements”) and ), (ii) the unaudited combined financial statements balance sheet as of the Transmission Business for applicable interim periods required for SEC filings, including to the extent required for SEC filings or the Financings or ITC Financing, for the periods ended March 31, 2010, June 30, 2010, September 30, 2010, March 31, 2011, 2017 and the related consolidated statements of operations and comprehensive income and consolidated statements of equity as of and for the six (6) months ended June 30, 20112017 (the “Contributed Entity Second Quarter Financial Statements”), September and (iii) any financial statements prepared and delivered for any other reporting period subsequent to June 30, 2011 2017, each of the financial statements described in the foregoing clauses (i)—(iii) unaudited and March 31, 2012, with any footnotes in each case together draft format only (the “Contributed Entity Interim Financial Statements,” and collectively with the notes thereto if Contributed Entity Annual Financial Statements and to the extent that notes are required for SEC filings or the Financings or ITC Financing and, in the case of the Audited Contributed Entity Second Quarter Financial Statements, a report of the independent accountants for the Transmission Business“Contributed Entity Financial Statements”). The Contributed Entity Financial Statements (1) have been prepared from, prepared from are in accordance with and accurately reflect the books and records of Entergy and the Contributed Entities in all material respects, (2) have been prepared in accordance with GAAP (with no exception or qualification theretoexcept for the absence of footnotes) applied on a consistent basis throughout during the periods involved (except as may otherwise be required under GAAPindicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments) in all material respects, and (3) fairly present in all material respects the consolidated financial position of the Contributed Entities as of the date of such statement in accordance with GAAP (except for the absence of footnotes) consistently applied during the periods involved (except in each case as may be noted therein, and subject to normal year-end audit adjustments). It is understood, however, that the Contributed Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, when the Contributed Entity Annual Financial Statements (including footnotes) are audited (the “Contributed Entity Audited Financial Statements”), and the Contributed Entity Audited Financial Statements, Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements are filed in connection with the Form S-4, they will (A) with respect to the Contributed Entity Audited Financial Statements, (i) contain an unqualified report from the Contributed Entities’ independent registered public accountant(s) and (ii) conform to the Contributed Entity Annual Financial Statements in all material respects except for any material audit-related adjustments and corresponding adjustments to footnotes; (B) with respect to the Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements, conform to the Contributed Entity Audited Financial Statements (except that such Contributed Entity Second Quarter Financial Statements (if applicable) and Contributed Entity Interim Financial Statements will not include year-end adjustments and footnote disclosures); (C) comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SECSEC with respect thereto; (D) be prepared from, including and be in accordance with and accurately reflect the requirements of Regulation S-X books and Regulation S-K under the Exchange Act and the Securities Act and records of the type Contributed Entities; (E) be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) in all material respects and form customarily included in offering documents used in private placements under Rule 144A of the Securities Act (including pro forma financial information), and which F) fairly present fairly in all material respects the combined consolidated financial position and combined results of operations of the Transmission Business each Contributed Entity as of the dates date of such statement, and each of the statements of income and changes in stockholders’ equity and cash flows or equivalent statements (including any related notes and schedules thereto) fairly present in all material respects, the consolidated results of operations, changes in stockholders’ equity and changes in cash flows, as the case may be, of each Contributed Entity for the periods shown to which those statements relate, in each case in accordance with GAAP consistently applied during the periods involved (except in each case as may be noted therein).