Common use of Financial Statements; SEC Reports Clause in Contracts

Financial Statements; SEC Reports. Since January 1, 2017, TGE and TEP, as applicable, have each timely filed all SEC Reports. All such SEC Reports, at the time filed with the SEC or, if amended, as of the date of the last such amendment (in the case of documents filed pursuant to the Exchange Act), or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All financial statements (including any related notes thereto) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Financial Statements; SEC Reports. (a) Since January 1June 30, 20171993, TGE and TEP, as applicable, have each timely filed all SEC Reports. All such SEC Reports, at the time Company has filed with the SEC orall Annual Reports on Form 10-K, if amendedQuarterly Reports on Form 10-Q, as of the date of the last such amendment (in the case of documents Current Reports on Form 8-K, proxy materials, registration statements and other materials required to be filed by it pursuant to the Exchange Act), or when declared effective by federal securities laws and has made all other filings with the SEC required to be made (collectively, the "SEC FILINGS"). Except as set forth in the case of registration statements filed under the Securities Act), complied as to form in all material respects with the applicable requirements Section 4.5(a) of the Exchange Act Disclosure Schedule, the SEC Filings did not (as of their respective filing dates, mailing dates or the Securities Acteffective dates, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. All . (b) The audited and unaudited consolidated financial statements (including any related notes thereto) contained or incorporated by reference of the Company included in such the SEC Reports complied as to form, when filedFilings present fairly, in all material respects with the rules and regulations of the SEC with respect theretorespects, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP (as applicable) the Company and their its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries changes in financial position for the respective periods indicated then ended in conformity with generally accepted accounting principles applied on a consistent basis (except as stated in such financial statements or notes thereto). The foregoing sentence is subject, in the case of the unaudited financial statements, to normal year-end audit adjustments that are not individually adjustments. Except as set forth in Section 4.5(b) of the Disclosure Schedule or as disclosed in the Annual Report on Form 10-K for the fiscal year ended June 30, 1996, or in subsequent SEC Filings made prior to the aggregate materialdate hereof, the Company and its Subsidiaries have no liabilities, contingent or otherwise, that would be required to be reflected or reserved against in a consolidated balance sheet of the Company and its consolidated Subsidiaries prepared in accordance with generally accepted accounting principles as applied in preparing the consolidated balance sheet of the Company and its consolidated Subsidiaries as at June 30, 1996 (the "BALANCE SHEET"). As None of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE Company's Subsidiaries is required to file periodic any statements or reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.. SECTION

Financial Statements; SEC Reports. Since January 1The Company’s financial statements for the year ended December 31, 2017, TGE and TEP2018, as applicable, have each timely filed all SEC Reports. All such SEC Reports, at the time filed with the SEC orCompany’s Annual Report on Form 20-F for the fiscal year ended December 31, 2018, and the quarter ended September 30, 2019, as filed with the Securities and Exchange Commission ( the “SEC”) on November 21, 2019, as Exhibit 99.1 to the Company’s Form 6-K, together with related notes, if amendedany, present fairly, in all material respects, the financial position of the Company as of the date dates specified and the results of operations for the periods covered thereby as of such dates (the “Financial Statements”). Such Financial Statements and related notes were prepared in accordance with International Accounting Standards Board accounting principles as issued by the International Financial Reporting Standards (“IFRS”) and applied on a consistent basis throughout the periods indicated. During the period of engagement of the last Company’s accountants, there have been no disagreements with the accounting firm and the Company on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures. The Company has made and kept books and records and accounts which are in reasonable detail and which fairly and accurately reflect the activities of the Company in all material respects, subject only to year-end adjustments. Except as set forth in such amendment (Financial Statements or otherwise disclosed in Schedule 4f, the Company has no knowledge of any unpaid material single liability of any kind, whether accrued, absolute or contingent, or otherwise, in any event above an amount of $100,000 for each such single liability, but excluding any liability incurred in the case ordinary course of business or any liability that is not required to be reflected in the Financial Statements according to IFRS. The Company has filed all reports, schedules, forms, statements and other documents required to be filed pursuant to by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof for the two years preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”). As of their respective dates, or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), Reports complied as to form in all material respects with the applicable requirements of the Securities Act and Exchange Act or the Securities Act, as applicable, and none of the case may beSEC Reports, as in effect on the date so when filed. No SEC Report at the time described above , contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All financial statements (including any related notes thereto) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Financial Statements; SEC Reports. Since January 1(a) The consolidated financial statements of BancorpSouth and its subsidiaries (the "BancorpSouth Financial Statements"), 2017including consolidated statements of condition, TGE statements of earnings, changes in shareholders' equity and TEPcash flows and related notes, included in the BancorpSouth SEC Reports (as applicable, have each timely filed defined in this section below) fairly present in all SEC Reports. All such SEC Reports, at material respects the time filed with the SEC or, if amended, consolidated financial position of BancorpSouth and its Subsidiaries as of the respective date of the last such amendment thereof, and fairly present in all material respects (subject, in the case of documents filed pursuant the unaudited statements, to recurring audit adjustments normal in nature and amount) the Exchange Act)results of the consolidated operations and consolidated financial position of BancorpSouth and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such BancorpSouth Financial Statements (including the related notes, or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied as to form where applicable) complies 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 BancorpSouth Financial Statements (including the related notes, where applicable) has been prepared in all material respects 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 SEC Form 10-Q. (b) BancorpSouth's Annual Reports on Form 10-K for the fiscal years ended December 31, 2004, 2003 and 2002, and all other reports, registration statements, definitive proxy statements or information statements filed by BancorpSouth or any of its Subsidiaries subsequent to December 31, 2004 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, or under the securities regulations of the SEC, in the form filed (collectively, the "BancorpSouth SEC Reports") with the SEC as of the date filed, (i) complied in all material respects as to form with the applicable requirements of under the Exchange Securities Act or the Securities Exchange Act, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All financial statements (including any related notes thereto) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Financial Statements; SEC Reports. Since January 1December 31, 20172019, TGE and TEP, as applicable, have each SRLP has timely filed all SEC Reports. All such SEC Reports, at the time filed with the SEC or, if amended, as of the date of the last such amendment (in the case of documents filed pursuant to the Exchange Act), or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All financial statements (including any related notes thereto) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP (as applicable) SRLP and their its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) SRLP and their its consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE SRLP is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Financial Statements; SEC Reports. Since January 1(a) Deloitte & Touche LLP (i) are independent certified public accountants with respect to the Company and each of its Subsidiaries within the meaning of Rule 101 of the Code of Professional Conduct of the American Institute of Certified Public Accountants and the interpretations and rulings thereunder; and (ii) qualify as independent certified public accountants with respect to the Company and each of its Subsidiaries within the meaning of the Securities Act and the Exchange Act, 2017and the applicable rules and regulations thereunder adopted by the Commission. The financial statements (including the related notes) included in the Forms 20-F filed March 23, TGE 2004 and TEPMarch 29, as applicable2004, are in accordance with the books and records of the Company and each of its Subsidiaries, have each timely filed all SEC Reports. All such SEC Reportsbeen prepared in accordance with United States generally accepted accounting principles consistently applied throughout the periods covered thereby and fairly present the consolidated financial position, at results of operations and cash flows of the time filed with the SEC or, if amended, entities purported to be covered thereby as of the date of respective dates and for the last such amendment respective periods indicated. (b) Except as set forth in Schedule 3.08(b), since March 23, 2004, the case of Company has filed all forms, reports and documents required to be filed by it with the Commission pursuant to the Exchange ActAct (collectively, and including any documents filed by the Company at any time with the Commission that were not at the time of filing required to be so filed, the "SEC Reports"). As of the respective dates they were filed (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), or when declared effective by (i) the SEC (in Reports were prepared, and all forms, reports and documents filed with the case Commission after the date of registration statements filed under the Securities Act)this Agreement will be prepared, complied as to form in all material respects in accordance with the applicable requirements of Applicable Law and (ii) none of the Exchange Act or the Securities ActSEC Reports contained, as the case may benor will any forms, as in effect on reports and documents filed after the date so filed. No SEC Report at the time described above contained of this Agreement contain, any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All financial statements None of the Company's Subsidiaries is required to make any filing with the Commission pursuant to the Exchange Act. (including c) As of December 31, 2003 and as of the date hereof, neither the Company nor any related notes theretoof its Subsidiaries had, and as of the Closing Date neither the Company nor any of its Subsidiaries will have, any Liabilities, except (i) contained Liabilities fully and adequately reflected or incorporated by reference noted on the balance sheet as of December 31, 2003 included in the Form 20-F in respect of the fiscal year ended December 31, 2003 (to the extent quantified in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in balance sheet or the notes thereto) and fairly present in all material respects the financial position of TGE or TEP ); (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate materialii). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Financial Statements; SEC Reports. Since January 1, 2017, TGE The financial statements of MHA included in the SEC Reports (as amended) (the “Financial Statements”) fairly present in all material respects the financial condition and TEP, as applicableposition of MHA at the dates and for the periods indicated, have each timely filed been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) consistently applied throughout the periods covered thereby, except as may be otherwise specified in such Financial Statements or the notes thereto and except that unaudited financial statements may not contain all SEC Reports. All such SEC Reportsfootnotes required by GAAP, at and fairly present in all material respects the time filed with the SEC or, if amended, financial position of MHA as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Since the date of the last such amendment (most recent balance sheet included as part of the Financial Statements and except as disclosed in the case SEC Reports, there has not been: (i) any change in the business, conditions (financial or otherwise), properties, assets, liabilities, or results of operations of MHA from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate would reasonably be expected to have a Material Adverse Effect; or (ii) any other event or condition of any character that, either individually or cumulatively, would reasonably be expected to have a Material Adverse Effect, except for the expenses incurred in connection with the transactions contemplated by this Agreement. MHA has filed all reports, schedules, forms, statements and other documents required to be filed pursuant to by it under the Securities Act and the Exchange Act), including pursuant to Section 13(a) or when declared effective 15(d) thereof, since February 1, 2006 (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC (in the case of registration statements filed under the Securities Act), Reports complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act or and the Securities Actrules and regulations of the SEC promulgated thereunder, as and none of the case may beSEC Reports, as in effect on the date so when filed. No SEC Report at the time described above , contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All financial statements (including any related notes thereto) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Financial Statements; SEC Reports. Since (a) Aduromed has furnished to the Purchasers the Aduromed Financial Statements. The Aduromed Financial Statements were prepared in accordance with generally accepted accounting principles consistently applied during the period covered thereby, and fairly presents the financial position of Aduromed and its consolidated subsidiaries on the date of such statement, except that the Aduromed Financial Statements may not contain all footnotes required by generally accepted accounting principles. (b) GDI has filed all reports, schedules, forms, statements and other documents required to be filed by GDI with the United States Securities and Exchange Commission (the "SEC") since January 1, 2017, TGE and TEP, as applicable, have each timely filed all SEC Reports. All such SEC Reports, at the time filed with the SEC or, if amended, as of the date of the last such amendment (in the case of documents filed 2003 pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act), or when declared effective by ") and the rules and regulations of the SEC (in the case "SEC Documents"). (c) As of registration statements filed under the Securities Act)its respective filing date, each SEC Document complied as to form in all material respects with the applicable requirements of the Exchange Act or and the Securities Actrules and regulations of the SEC promulgated thereunder applicable to such SEC Document, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained and did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All None of the SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The consolidated financial statements of GDI included in the SEC Documents (including any related notes theretothe "GDI Financial Statements") contained or incorporated by reference in such SEC Reports complied comply as to form, when filed, form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, and were have been prepared in accordance with GAAP generally accepted accounting principles consistently applied (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of TGE or TEP (as applicable) GDI and their its consolidated Subsidiaries subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated shown (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate materialadjustments). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Financial Statements; SEC Reports. Since January 1(a) The segment information related to the home health segment of Addus HomeCare Corporation included in the financial statements set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 20172011 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, TGE 2012, June 30, 2012 and TEPSeptember 30, as applicable, 2012 (the “Segment Financials”) have each timely filed all SEC Reports. All such SEC Reports, at been prepared from the time filed with the SEC or, if amended, as books and records of the date of the last such amendment (in the case of documents filed pursuant to the Exchange Act)Sellers, or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied comply as to form in all material respects with the applicable published rules and regulations of the United States Securities and Exchange Commission (the “SEC”) with respect thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in the Segment Financials or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may conform to the SEC’s rules and instructions for reports on Form 10-Q) and fairly present in all material respects the consolidated financial position and the consolidated results of operations and cash flows of Addus and the Sellers as of the dates or for the periods presented therein (subject, in the case of unaudited statements, to normal and recurring year-end adjustments in the ordinary course of business). (b) Since January 1, 2010, Addus has filed with the SEC all forms, reports, schedules, registration statements, definitive proxy statements and other documents required to be filed by Addus with the SEC that relate to the Business (collectively, including all exhibits thereto, the “Addus SEC Reports”). As of their respective filing dates, and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, the Addus SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act or the Securities Act, as and the case may berespective rules and regulations of the SEC promulgated thereunder applicable to the Addus SEC Reports, as in effect on and none of the date so filed. No Addus SEC Report at the time described above Reports contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All financial statements (including any related notes thereto) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are except for any current reports on Form 8-K required to be filed with respect to this Agreement, and the transactions contemplated hereby, to Sellers’ Knowledge, no outstanding or unresolved comments received from the SEC event has occurred with respect to any SEC Reports. No Subsidiary Seller which Addus is, or within the four Business Days following the date of TGE is this Agreement, will be, required to file periodic reports report by the filing with the SEC, either pursuant to the requirements SEC of the Exchange Act or by Contract.a current report on Form 8-K.

Financial Statements; SEC Reports. Since January 1(a) Each of the CVBK Financial Statements (including, 2017in each case, TGE and TEPany related notes) made available to CFFI, as applicable, have each timely filed all SEC Reports. All such SEC Reports, at the time filed with the SEC or, if amended, as of including any CVBK Financial Statements provided after the date of this Agreement until the last such amendment (in the case of documents filed pursuant to the Exchange Act)Effective Time, or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All financial statements (including any related notes thereto) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were was prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) to such financial statements), and fairly present presented in all material respects the consolidated financial position of TGE or TEP (as applicable) CVBK and their consolidated its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subjectindicated, in except that the case of unaudited interim consolidated financial statements, statements were or are subject to normal and recurring year-end audit adjustments which were not or are not expected to be material in amount or effect. CVBK and its Subsidiaries maintain (i) disclosure controls and procedures that are reasonably designed to ensure that information required to be disclosed by CVBK or a Subsidiary is recorded and reported on a timely basis to the individuals responsible for CVBK Financial Statements, and (ii) a system of internal control over financial reporting that is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. (b) CVBK timely filed, and has made available to CVBK, all SEC Documents required to be filed by CVBK with the SEC since December 31, 2009 (the “CVBK SEC Reports”). The CVBK SEC Reports (i) at the time filed, complied in all material respects with the applicable requirements of the Securities Laws and other applicable Laws and (ii) did not, at the time they were filed (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such subsequent filing) contain any untrue statement of material fact or omit to state a material fact required to be stated in such CVBK SEC Reports or necessary in order to make the statements in such CVBK SEC Reports not individually or in the aggregate material)misleading. As of the date of this Agreement, there are CVBK and no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE CVBK Entity is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contractany SEC Documents.

Financial Statements; SEC Reports. Since January 1, 20172018, TGE the Partnership and TEP, as applicable, have each timely filed all SEC Reports. All such SEC Reports, at the time filed with the SEC or, if amended, as of the date of the last such amendment (in the case of documents filed pursuant to the Exchange Act), or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All financial statements (including any related notes thereto) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE the Partnership or TEP (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE the Partnership or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE the Partnership is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Financial Statements; SEC Reports. Since January 1(a) Seller has delivered to Purchaser copies of (i) Seller's unaudited balance sheets pertaining to the Business as of December 31, 20171999 (the "Interim Balance Sheet") and statement of operations pertaining to the Business for the year then ended (collectively, TGE the "Business Financial Statements"). The Business Financial Statements have been prepared in accordance with GAAP, and TEPpresent fairly the financial position of the Business as of their respective dates and the results of operations and changes in financial position of the Business for the periods indicated, as applicableexcept that the unaudited Business Financial Statements do not contain all footnotes and other information required by GAAP. (b) There is no debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected or reserved against in the Business Financial Statements except for those (i) that have each timely filed all SEC Reportsbeen incurred after December 31, 1999 or (ii) that are not required by GAAP to be included in a balance sheet or the notes thereto. All such SEC Reportsdebts, at liabilities, and obligations incurred by the time filed Business after December 31, 1999 were incurred in the ordinary course of business. The Business Financial Statements in accordance with GAAP reflect all costs and expenses incurred in the operation of the Business. (c) Seller has made available to Parent or its counsel through EDGAR a true and complete copy of each statement, report, registratixx xxatement (with the SEC or, if amended, as of the date of the last such amendment (prospectus in the case of documents form filed pursuant to the Exchange Act), or when declared effective by the SEC (in the case Rule 424(b) of registration statements filed under the Securities Act), complied definitive proxy statement, and other filing filed with the SEC by Seller since January 1, 1997, and, prior to the Closing, Seller will have made available to Parent or its counsel through EDGAR true and complete copies of any additional documents filed witx xxx SEC by Seller prior to the Closing (collectively, the "Seller SEC Documents"). In addition, Seller has made available to Parent all exhibits to the Seller SEC Documents filed prior to the date hereof which are (i) requested by Parent and (ii) are not available in complete form through EDGAR ("Requested Confidential Exhibits") and will promptly make avaxxxxxe to Parent all Requested Confidential Exhibits to any additional Seller SEC Documents filed prior to the Closing. All documents required to be filed as exhibits to form in the Parent SEC Documents have been so filed, and all material respects contracts so filed as exhibits are in full force and effect, except those which have expired in accordance with the applicable requirements their terms, and neither Seller nor any of its subsidiaries is in default thereunder. As of their respective filing dates, none of the Exchange Act or the Securities Act, as the case may be, as in effect on the date so filed. No Seller SEC Report at the time described above Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Seller SEC Document prior to the date hereof. All The financial statements (of Seller, including any related the notes thereto) contained or incorporated by reference , included in such the Seller SEC Reports Documents (the "Seller Financial Statements"), complied as to form, when filed, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect theretothereto as of their respective dates, and were have been prepared in accordance with GAAP generally accepted accounting principles applied on a basis consistent basis throughout the periods involved indicated and consistent with each other (except as may be indicated in the notes thereto) and thereto or, in the case of unaudited statements included in Quarterly Reports on Form 10-Qs, as permitted by Form 10-Q of the SEC). The Seller Financial Statements fairly present in all material respects the consolidated financial position of TGE or TEP (as applicable) condition and their consolidated Subsidiaries as of the respective dates thereof and the operating results of operations Seller and cash flows of TGE or TEP (as applicable) its subsidiaries at the dates and their consolidated Subsidiaries for during the periods indicated therein (subject, in the case of unaudited financial statements, to normal normal, recurring year-end audit adjustments that are not individually or adjustments). There has been no change in Seller accounting policies except as described in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant notes to the requirements of the Exchange Act or by ContractSeller Financial Statements.

Financial Statements; SEC Reports. Since January 1(a) Seller has delivered to Parent copies of the audited balance sheet of the Business as of March 31, 20172003 and March 31, TGE 2004 and TEPrelated reconciliations, and the related audited statement of division operations, parent company investment and cash flow for the years ended March 31, 2002, March 31, 2003 and March 31, 2004 in the form attached hereto as applicableSchedule 4.9 (collectively, the “Business Financial Statements”). The Business Financial Statements have each timely filed all SEC Reportsbeen prepared in accordance with GAAP, and present fairly the financial position of the Business as of their respective dates and the results of operations and changes in financial position of the Business for the periods indicated. (b) There is no debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected or reserved against in the Business Financial Statements except for those (i) that have been incurred after March 31, 2004 or (ii) that are not required by GAAP to be included in a balance sheet or the notes thereto. All such SEC Reportsdebts, at liabilities, and obligations incurred by the time filed Business after March 31, 2004 were incurred in the ordinary course of business. The Business Financial Statements in accordance with GAAP reflect all costs and expenses incurred in the SEC or, if amended, as operation of the date Business (except as may be indicated in the notes thereto). (c) None of the last such amendment statements, reports, registration statements (including any prospectus in the case of documents form filed pursuant to the Exchange Act), or when declared effective by the SEC (in the case Rule 424(b) of registration statements filed under the Securities Act), complied as to form in all material respects definitive proxy statement, or other filing filed with the applicable requirements SEC by eUniverse since and including the filing of its Annual Report on Form 10-K on June 15, 2004 (the Exchange Act or the Securities Act, as the case may be, as in effect on the date so filed. No “Seller SEC Report at the time described above Documents”) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under in which they were made, not misleading, except to the extent corrected by a subsequently filed Seller SEC Document prior to the date hereof. All The financial statements (of Seller, including any related the notes thereto) contained or incorporated by reference , included in such SEC Reports the Annual Report on Form 10-K filed on June 15, 2004 (the “Seller Financial Statements”), complied as to form, when filed, form in all material respects with the rules and regulations applicable accounting requirements as of the SEC with respect theretotheir respective dates, and were have been prepared in accordance with GAAP applied on a basis consistent basis throughout the periods involved indicated and consistent with each other (except as may be indicated in the notes thereto) and ). The Seller Financial Statements fairly present in all material respects the consolidated financial position of TGE or TEP (as applicable) condition and their consolidated Subsidiaries as of the respective dates thereof and the operating results of operations Seller and cash flows of TGE or TEP (as applicable) its subsidiaries at the dates and their consolidated Subsidiaries for during the periods indicated (subjecttherein. There is no debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that is not reflected or reserved against in the case of unaudited financial statementsabove referenced except for those (i) that have been incurred after March 31, to normal year-end audit adjustments 2004 or (ii) that are not individually required by GAAP to be included in a balance sheet or the notes thereto. All debts, liabilities, and obligations incurred by Seller after March 31, 2004 were incurred in the aggregate material). As ordinary course of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contractbusiness.

Financial Statements; SEC Reports. Since January 1, 20172021, TGE and TEP, as applicable, have each timely the Partnership has filed all SEC ReportsReports required to be filed or furnished with the SEC. All such SEC Reports, at the time filed with the SEC or, if amended, as of the date of the last such amendment (in the case of documents filed pursuant to the Exchange Act), or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All Except as disclosed in the Partnership Disclosure Schedule, all financial statements (including any related notes thereto) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP (as applicable) the Partnership and their its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) the Partnership and their its consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE the Partnership is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Financial Statements; SEC Reports. Since January 1(a) The financial statements (including the related notes) that will be included in the Form 20-F for the fiscal year ended December 31, 20172004 that will be filed on or before June 30, TGE and TEP2005 (the "Financial Statements"), as applicable, have each timely filed all SEC Reports. All such SEC Reports, at the time filed shall be in accordance with the SEC orbooks and records of the Company and each of its Subsidiaries, if amendedwill have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and will fairly present the consolidated financial position, results of operations and cash flows of the entities purported to be covered thereby as of the date of respective dates and for the last such amendment respective periods indicated. (b) Except as set forth in SCHEDULE 3.08(b), since March 23, 2004, the case of Company has filed all forms, reports and documents required to be filed by it with the Commission pursuant to the Exchange ActAct (collectively, and including any documents filed by the Company at any time with the Commission that were not at the time of filing required to be so filed, the "SEC Reports"). As of the respective dates they were filed (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), or when declared effective by (i) the SEC (in Reports were prepared, and all forms, reports and documents filed with the case Commission after the date of registration statements filed under the Securities Act)this Agreement will be prepared, complied as to form in all material respects in accordance with the applicable requirements of Applicable Law and (ii) none of the Exchange Act or the Securities ActSEC Reports contained, as the case may benor will any forms, as in effect on reports and documents filed after the date so filed. No SEC Report at the time described above contained of this Agreement contain, any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All financial statements None of the Company's Subsidiaries is required to make any filing with the Commission pursuant to the Exchange Act. (including c) As of December 31, 2004 and as of the date hereof, neither the Company nor any related notes theretoof its Subsidiaries had, and as of the Closing Date neither the Company nor any of its Subsidiaries will have, any Liabilities, except (i) contained Liabilities fully and adequately reflected or incorporated by reference noted on the balance sheet as of December 31, 2004 that will be included in the Financial Statements (to the extent quantified in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in balance sheet or the notes thereto) and fairly present in all material respects the financial position of TGE or TEP ); (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate materialii). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Financial Statements; SEC Reports. Since January 1, 20172020, TGE and TEP, as applicable, have each timely the Partnership has filed all SEC ReportsReports required to be filed or furnished with the SEC. All such SEC Reports, at the time filed with the SEC or, if amended, as of the date of the last such amendment (in the case of documents filed pursuant to the Exchange Act), or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All financial statements (including any related notes thereto) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP (as applicable) the Partnership and their its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) the Partnership and their its consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE the Partnership is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Financial Statements; SEC Reports. Since January 1, 2017, TGE Seller has previously furnished or will furnish to Purchaser prior to the Closing with true and TEP, as applicable, have each timely filed all SEC Reports. All such SEC Reports, at the time filed with the SEC or, if amended, as complete copies of the date of the last such amendment (in the case of documents any registration statements filed pursuant to the Exchange ActSecurities Act of 1933 since January 1, 1997 (the "Registration Statements"); and its Annual Report on Form 10-K for the fiscal year ended December 31, 1996, its Forms 10-Q for the quarters ended March 31, 1997 and June 30, 1997, its definitive proxy statement for the 1997 Annual Meeting of Shareholders, any reports on Form 8-K, and any amendments to any of the foregoing, in each case as filed with or when declared effective by furnished to the SEC (collectively the "SEC Reports"). The financial statements and schedules contained in the case SEC Reports and Registration Statements (or incorporated therein by reference) were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as specifically disclosed therein) and fairly present the information purported to be included therein. Except as set forth on Schedule 3.6 attached hereto and made a part hereof, each such SEC Report was filed with or furnished to the SEC on a timely basis and, on the date of registration statements filed under the Securities Act)filing thereof, complied as to form in all material respects with the applicable requirements of the Exchange Act and the rules and regulations of the SEC thereunder. Subject to the matters referred to in that certain letter from the SEC to Seller dated August 22, 1997, a copy of which is attached hereto and made a part hereof, neither the SEC Reports or the Securities ActRegistration Statements, as the case may be, as in effect on the date so filed. No SEC Report at the time described above they were filed with SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All financial statements (including any related notes thereto) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Financial Statements; SEC Reports. (a) Attached as Exhibit 2.5 to the Extreme Disclosure Schedule are an unaudited balance sheet of A&C (the predecessor of Extreme) at December 31, 2007, and statements of operations and cash flows of A&C for each of the two years then ended (or shorter period in which A&C existed, and related notes thereto (collectively, the "Predecessor Financial Statements"). The Predecessor Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except that no notes to such Predecessor Financial Statements have been provided) and fairly present the financial position of A&C as of the dates thereof and the results of its operations and cash flows for the periods indicated. (b) Since January 1December 31, 20172005, TGE and TEP, as applicable, have each timely filed all SEC Reports. All such SEC Reports, at the time Tilden has filed with the SEC orSecurities and Exchange Commission (the "SXX") xll forms, if amendedreports, as of the date of the last such amendment (in the case of schedules, statements and other documents required to be filed pursuant to the Exchange Act), or when declared effective by the SEC (in the case of registration statements filed it under the Securities Act), complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities ActAct (as such documents have been amended since the time of their filing, as collectively, the case may be"SEC Documents"). The SEC Documents, as in effect on the date so filed. No SEC Report including without limitation any financial statements and schedules included therein, at the time described above contained filed or, if subsequently amended, as so amended, (i) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All financial statements misleading and (including any related notes theretoii) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of Tilden (the "Tilden Financial Statements") included in the SEC Documxxxx xomply ax xx xorm in all material respects with the published rules and regulations of the SEC with respect thereto, and were have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted under Regulation S-X and/or Item 310 of Regulation S-K promulgated by the SEC) and fairly present in all material respects the financial position of TGE or TEP (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of the unaudited financial statements, to normal customary year-end audit adjustments that are not individually or in adjustments) the aggregate material). As financial position of Tilden as at the date dates thereof and the results of this Agreement, there are no outstanding or unresolved comments received from its operations and xxxx flows for the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contractperiods indicated.

Financial Statements; SEC Reports. Since Taj Holding has previously furnished THCR and Merger Sub with true and complete copies of the Taj Holding and Taj Associates (i) Annual Report on Form 10-K for the fiscal year ended December 31, 1994, as filed with the SEC, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995, and September 30, 1995, as filed with the SEC, (iii) proxy statements related to all meetings of stockholders (whether annual or special) since January 1, 2017, TGE 1995 and TEP, as applicable, have each timely filed prior to the date hereof and (iv) all SEC Reports. All such SEC Reports, at the time other reports or registration statements filed with the SEC orsince January 1, if amended1995 (clauses (i) through (iv) being referred to herein collectively as the "Taj Holding SEC Reports"). As of their respective filing dates, as of the date of the last such amendment (in the case of documents filed pursuant to the Exchange Act), or when declared effective by the Taj Holding SEC (in the case of registration statements filed under the Securities Act), Reports complied as to form in all material respects with the applicable requirements of the Exchange Securities Act or the Securities Exchange Act, as the case may be. As of their respective dates, as in effect on the date so filed. No Taj Holding SEC Report at the time described above contained Reports, including, without limitation, any financial statements included therein, did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All The audited consolidated financial statements (including any related notes thereto) contained or incorporated by reference and unaudited interim financial statements included in such the Taj Holding SEC Reports complied comply as to form, when filed, form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and were have been prepared in accordance with GAAP generally accepted accounting principles applied on a basis consistent basis throughout the with prior periods involved (except as may be indicated therein or in the notes thereto) and ), present fairly present in all material respects the financial position of TGE or TEP (as applicable) and their consolidated Subsidiaries the entities to which they relate as of the respective dates thereof and the results of their operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (presented therein subject, in the case of the unaudited interim financial statements, to normal year-end audit adjustments, any other adjustments described therein and the fact that are not individually certain information and notes have been condensed or omitted in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports accordance with the SECExchange Act, either pursuant to and are, in all material respects, in accordance with the requirements books of the Exchange Act or by Contractaccount and records of Taj Holding.

Financial Statements; SEC Reports. Since January 1(a) Each set of consolidated financial statements (including, 2017in each case, TGE and TEPany related notes thereto) contained in the HOLDINGS financial statements was prepared in accordance with GAAP (including, as applicablewithout limitation, have each timely filed all SEC Reports. All such SEC Reports, at the time filed in accordance with the SEC revenue recognition provisions thereof) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, if amended, as of the date of the last such amendment (in the case of documents filed pursuant to unaudited statements, do not contain footnotes as permitted by Form 10-K of the Exchange Act)) and each fairly presents the consolidated financial position of HOLDINGS and its subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or when declared effective by are subject to normal adjustments which were not or are not expected to be material in amount. (b) At the date hereof, HOLDINGS has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since January 1, 2000, (in the case "HOLDINGS SEC Documents"). As of registration statements filed under their respective dates, the Securities Act), HOLDINGS SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act or the Securities Act, as and the case may berules and regulations of the SEC promulgated thereunder applicable to such HOLDINGS SEC Documents, as in effect on and none of the date so filed. No HOLDINGS SEC Report at the time described above Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All The financial statements (including any related notes thereto) contained or incorporated by reference of HOLDINGS included in such the HOLDINGS SEC Reports complied Documents comply as to formform and substance, when filedas of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The unaudited consolidated financial statements of HOLDINGS for the nine (9) months ended March 31, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated 2002, which are included in the notes thereto) HOLDINGS SEC Documents, have previously been made available to the Company. The Financial Statements comply as to form and fairly present substance in all material respects the financial position of TGE or TEP (as applicable) and their consolidated Subsidiaries as of the respective dates thereof with applicable accounting requirements and the results published rules and regulations of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contractthereto.

Financial Statements; SEC Reports. Since January 1(a) The financial statements (including the related notes) that were included in Holding's Form 20-F for the fiscal year ended December 31, 2017, TGE and TEP, as applicable, have each timely filed all SEC Reports. All such SEC Reports, at the time 2004 that was filed with the SEC orCommission on June 30, if amended2005 (the "FINANCIAL STATEMENTS"), are in accordance with the books and records of Holding and each of its Subsidiaries, were prepared in accordance with GAAP consistently applied throughout the periods covered thereby and fairly present the consolidated financial position, results of operations and cash flows of the entities purported to be covered thereby as of the date of respective dates and for the last such amendment respective periods indicated. (b) Except as set forth in Schedule 3.6(b), since June 30, 2005, Holding has filed all forms, reports and documents required to be filed by it with the case of documents filed Commission pursuant to the Exchange ActAct (collectively, and including any documents filed by Holding at any time with the Commission that were not at the time of filing required to be so filed, the "SEC REPORTS"). As of the respective dates they were filed (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), or when declared effective by (i) the SEC (in Reports were prepared, and all forms, reports and documents filed with the case Commission after the date of registration statements filed under the Securities Act)this Agreement will be prepared, complied as to form in all material respects in accordance with the applicable requirements of Applicable Law and (ii) none of the Exchange Act or the Securities ActSEC Reports contained, as the case may benor will any forms, as in effect on reports and documents filed after the date so filed. No SEC Report at the time described above contained of this Agreement contain, any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All financial statements None of Holding's Subsidiaries is required to make any filing with the Commission pursuant to the Exchange Act. (including c) As of December 31, 2004 and as of the date hereof, neither Holding nor any related notes theretoof its Subsidiaries had, and as of the Closing Date neither Holding nor any of its Subsidiaries will have, any Liabilities, except (i) contained Liabilities fully and adequately reflected or incorporated by reference noted on the balance sheet as of December 31, 2004 included in the Financial Statements (to the extent quantified in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in balance sheet or the notes thereto) and fairly present in all material respects the financial position of TGE or TEP ); (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate materialii). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Financial Statements; SEC Reports. (a) Since January 1, 20171998, TGE and TEP, as applicable, have each timely filed all SEC Reports. All such SEC Reports, at the time Company has filed with the SEC or, if amended, as of the date of the last such amendment (in the case of documents all materials required to be filed by it pursuant to the Exchange Actfederal securities Laws (collectively, the "SEC FILINGS"). The Company has made available to Parent true, or when declared effective by correct and complete copies of all SEC Filings made to date and will provide Parent with copies of all SEC Filings to be made after the date hereof simultaneously with the filing thereof. Except as set forth in Section 3.5(a) of the Disclosure Schedule, the SEC Filings (in the case of registration statements filed under the Securities Act), i) complied as to form and will comply in all material respects with the applicable requirements of the Exchange Act federal securities Laws and (ii) did not and will not (as of their respective filing dates, mailing dates or the Securities Acteffective dates, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained ) contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. All No Subsidiary of the Company is required to make any SEC filings. (b) The audited and unaudited consolidated financial statements (including any related notes thereto) contained or incorporated by reference of the Company included in such the SEC Reports Filings complied as to form, when filed, form in all material respects with the applicable published rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis consistently throughout the periods involved (except as may be indicated in the notes thereto) to such financial statements or, in the case of unaudited interim statements, as permitted by Form 10-Q of the SEC), and fairly present fairly, in all material respects respects, the financial position of TGE or TEP (as applicable) the Company and their its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries changes in financial position for the respective periods indicated then ended in conformity with generally accepted accounting principles applied consistently throughout the periods, except (i) as stated in such financial statements or notes thereto and (ii) subject, in the case of the unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contractadjustments.

Financial Statements; SEC Reports. Since January 1(a) The consolidated and consolidating balance sheets, 2017and related statements of income, TGE cash flow and TEPshareholder’s equity, as applicableof Obligors and Subsidiaries that have been and are hereafter delivered to Noteholders, have each timely filed all SEC Reportsare prepared in accordance with GAAP, and fairly present the financial positions and results of operations of Obligors and Subsidiaries at the dates and for the periods indicated. All projections delivered from time to time to Noteholders have been prepared in good faith, based on reasonable assumptions in light of the circumstances at such SEC Reportstime (it being understood that the projections are subject to assumptions and contingencies, many of which are beyond Obligors’ or their Subsidiaries’ control, no assurance can be given that the projections will be realized and the actual results may differ materially). Since December 31, 2013, there has been no change in the condition, financial or otherwise, of the Obligors taken as a whole that could reasonably be expected to have a Material Adverse Effect. No financial statement delivered to Noteholders at any time contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make such statement not materially misleading. Each Obligor and Subsidiary in light of the time circumstances under which such statements are made. On the Closing Date, the Obligors, taken as a whole, are Solvent. (i) Except as set forth on Schedule 9.1.7, since December 31, 2012, Issuer has filed with the SEC or, if amended, as of the date of Issuer SEC Documents required to be filed by it under the last such amendment (in the case of documents filed pursuant to 1933 Act and the Exchange Act), or when declared effective by and (ii) as of their respective dates, the Issuer SEC (in the case of registration statements filed under the Securities Act), Documents have complied as to form in all material respects with the applicable requirements of the 1933 Act and the Exchange Act or and none of the Securities Act, as the case may be, as in effect on the date so filed. No Issuer SEC Report at the time described above contained Documents contains any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All misleading (after giving effect to all supplements and updates thereto made prior to June 2, 2014). (c) Issuer has designed and maintains a system of internal controls over financial statements (including any related notes thereto) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP reporting (as applicabledefined in Rule 13a-15(f) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting for Issuer and its Subsidiaries. Issuer has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(f) of the Exchange Act) (i) designed to ensure that material information required to be disclosed by Issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Issuer’s management to allow timely decisions regarding required disclosure and (ii) reasonably effective to perform the functions for which they were designed. To Issuer’s knowledge, there is no fraud, whether or not material, that involves Issuer’s or any Subsidiary’s management or other employees of Issuer or any Subsidiary who have a material role in the preparation of financial statements or the internal control over financial reporting utilized by ContractIssuer and its Subsidiaries.

Financial Statements; SEC Reports. Since January 1(a) Each set of audited financial statements (including, 2017in each case, TGE and TEPany related notes thereto) contained in the MOJAVE SOUTHERN financial statements was prepared in accordance with GAAP (including, as applicablewithout limitation, have each timely filed all SEC Reports. All such SEC Reports, at the time filed in accordance with the SEC revenue recognition provisions thereof) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, if amended, as of the date of the last such amendment (in the case of documents filed pursuant to unaudited statements, do not contain footnotes as permitted by Form 10-K of the Exchange Act)) and each fairly presents the consolidated financial position of MOJAVE SOUTHERN and its subsidiary as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or when declared effective by are subject to normal adjustments which were not or are not expected to be material in amount. (b) MOJAVE SOUTHERN has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since January 1, 2000, (in the case "MOJAVE SOUTHERN SEC Documents"). As of registration statements filed under their respective dates, the Securities Act), MOJAVE SOUTHERN SEC Documents complied as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act or the Securities Act, as and the case may berules and regulations of the SEC promulgated thereunder applicable to such MOJAVE SOUTHERN SEC Documents, as in effect on and none of the date so filed. No MOJAVE SOUTHERN SEC Report at the time described above Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All The financial statements (including any related notes thereto) contained or incorporated by reference of MOJAVE SOUTHERN included in such the MOJAVE SOUTHERN SEC Reports complied Documents comply as to formform and substance, when filedas of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. (c) The unaudited consolidated financial statements of MOJAVE SOUTHERN for the three (3) months ended March 31, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated 2002, which are included in the notes thereto) MOJAVE SOUTHERN SEC Documents, have previously been made available to the Company. The Financial Statements comply as to form and fairly present substance in all material respects the financial position of TGE or TEP (as applicable) and their consolidated Subsidiaries as of the respective dates thereof with applicable accounting requirements and the results published rules and regulations of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contractthereto.

Financial Statements; SEC Reports. Since January 1(a) The financial statements (including the related notes) that were included in Holding's Form 20-F for the fiscal year ended December 31, 2017, TGE and TEP, as applicable, have each timely filed all SEC Reports. All such SEC Reports, at the time 2004 that was filed with the SEC orCommission on June 30, if amended2005 (the "Financial Statements"), are in accordance with the books and records of Holding and each of its Subsidiaries, were prepared in accordance with GAAP consistently applied throughout the periods covered thereby and fairly present the consolidated financial position, results of operations and cash flows of the entities purported to be covered thereby as of the date of respective dates and for the last such amendment respective periods indicated. (b) Except as set forth in Schedule 3.6(b), since June 30, 2005, Holding has filed all forms, reports and documents required to be filed by it with the case of documents filed Commission pursuant to the Exchange ActAct (collectively, and including any documents filed by Holding at any time with the Commission that were not at the time of filing required to be so filed, the "SEC Reports"). As of the respective dates they were filed (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), or when declared effective by (i) the SEC (in Reports were prepared, and all forms, reports and documents filed with the case Commission after the date of registration statements filed under the Securities Act)this Agreement will be prepared, complied as to form in all material respects in accordance with the applicable requirements of Applicable Law and (ii) none of the Exchange Act or the Securities ActSEC Reports contained, as the case may benor will any forms, as in effect on reports and documents filed after the date so filed. No SEC Report at the time described above contained of this Agreement contain, any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All financial statements None of Holding's Subsidiaries is required to make any filing with the Commission pursuant to the Exchange Act. (including c) As of December 31, 2004 and as of the date hereof, neither Holding nor any related notes theretoof its Subsidiaries had, and as of the Closing Date neither Holding nor any of its Subsidiaries will have, any Liabilities, except (i) contained Liabilities fully and adequately reflected or incorporated by reference noted on the balance sheet as of December 31, 2004 included in the Financial Statements (to the extent quantified in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in balance sheet or the notes thereto) and fairly present in all material respects the financial position of TGE or TEP ); (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate materialii). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Financial Statements; SEC Reports. Since January 1, 2017, TGE and TEP, as applicable, have each timely The Company has filed all SEC Reports. All such SEC Reports, at the time reports required to be filed with the SEC or, if amended, as of the date of the last such amendment (in the case of documents filed pursuant to by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension), or when declared effective by the . The SEC (in the case of registration statements filed under the Securities Act), complied as to form Reports comply in all material respects with the applicable requirements of the Exchange Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, as in effect on and rules and regulations of the SEC promulgated thereunder. The Company has identified and made available to the Investors a copy of all SEC Reports filed within the 10 days preceding the date so hereof. As of their respective dates, the SEC Reports filed on or after June 28, 2004 complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed. No SEC Report at the time described above , contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All The financial statements (including any related notes thereto) contained or incorporated by reference of the Company included in such the SEC Reports complied as to form, when filed, comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto, and were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (GAAP, except as may be indicated otherwise specified in such financial statements or the notes thereto) , and fairly present in all material respects the financial position of TGE or TEP (as applicable) the Company and their its consolidated Subsidiaries subsidiaries as of and for the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (then ended, subject, in the case of unaudited financial statements, to normal normal, immaterial, year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contractadjustments.

Financial Statements; SEC Reports. Since January 1(a) The financial statements (including the related notes) that will be included in the Form 20-F for the fiscal year ended December 31, 20172004 that will be filed on or before June 30, TGE and TEP2005 (the “Financial Statements”), as applicable, have each timely filed all SEC Reports. All such SEC Reports, at the time filed shall be in accordance with the SEC orbooks and records of the Company and each of its Subsidiaries, if amendedwill have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and will fairly present the consolidated financial position, results of operations and cash flows of the entities purported to be covered thereby as of the date of respective dates and for the last such amendment respective periods indicated. (b) Except as set forth in Schedule 3.08(b), since March 23, 2004, the case of Company has filed all forms, reports and documents required to be filed by it with the Commission pursuant to the Exchange ActAct (collectively, and including any documents filed by the Company at any time with the Commission that were not at the time of filing required to be so filed, the “SEC Reports”). As of the respective dates they were filed (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), or when declared effective by (i) the SEC (in Reports were prepared, and all forms, reports and documents filed with the case Commission after the date of registration statements filed under the Securities Act)this Agreement will be prepared, complied as to form in all material respects in accordance with the applicable requirements of Applicable Law and (ii) none of the Exchange Act or the Securities ActSEC Reports contained, as the case may benor will any forms, as in effect on reports and documents filed after the date so filed. No SEC Report at the time described above contained of this Agreement contain, any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All financial statements None of the Company’s Subsidiaries is required to make any filing with the Commission pursuant to the Exchange Act. (including c) As of December 31, 2004 and as of the date hereof, neither the Company nor any related notes theretoof its Subsidiaries had, and as of the Closing Date neither the Company nor any of its Subsidiaries will have, any Liabilities, except (i) contained Liabilities fully and adequately reflected or incorporated by reference noted on the balance sheet as of December 31, 2004 that will be included in the Financial Statements (to the extent quantified in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in balance sheet or the notes thereto) and fairly present in all material respects the financial position of TGE or TEP ); (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate materialii). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Financial Statements; SEC Reports. Since January 1The Historical Financial Statements (a) are complete and correct in all material respects, 2017(b) have been prepared in conformity with generally accepted accounting principles applied on a consistent basis and show all liabilities, TGE direct or contingent, of the Company and TEPits Subsidiaries required to be shown in accordance with such principles, as applicableand (c) present fairly, have each timely filed in all SEC Reports. All such SEC Reportsmaterial respects, the consolidated financial position of the Company and its Subsidiaries at the time filed with dates indicated and their results of operations and cash flows for the periods indicated. The SEC or, if amended, as of the date of the last such amendment (Reports have been prepared in the case of documents filed pursuant to the Exchange Act), or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied as to form conformity in all material respects with the applicable requirements rules and regulations of the Exchange Act Commission applicable thereto, and, in accordance with such rules and regulations, describe the business conducted by the Company and its Subsidiaries and the properties owned and operated in connection therewith. The Historical Financial Statements, the SEC Reports, and all other documents and reports delivered by or on behalf of the Securities ActCompany to you in connection with the transactions contemplated by this Agreement (which other documents and reports are described in the Company's letter to you dated the date hereof), are herein collectively called the "Disclosure Documents". The Disclosure Documents did not, as the case may beof their respective dates, and taken as in effect on a whole, and this Agreement does not as of the date so filed. No SEC Report at the time described above contained any hereof contain an untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All There is no fact peculiar to the Company which materially adversely affects or in the future would reasonably be expected to (so far as the Company can now foresee) materially adversely affect the consolidated financial statements (including any related notes thereto) contained position, shareholders' equity or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations results of operation of the SEC with respect thereto, Company and were prepared its Subsidiaries taken as a whole which has not been set forth in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated this Agreement or in the notes thereto) Disclosure Documents. Neither the Company nor any of its Subsidiaries has sustained since March 31, 1989 any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree which is material to the Company and fairly present in all material respects the financial position of TGE or TEP (as applicable) and their its consolidated Subsidiaries considered as of a whole, otherwise than as set forth or contemplated in the Disclosure Documents; and, since the respective dates thereof as of which information is given in the Disclosure Documents, there has not been any material change in the capital stock or long-term or short-term debt of the Company or in any of its Subsidiaries or in the consolidated capitalization of the Company and its consolidated Subsidiaries, or any material adverse change, or any development which the Company has reasonable cause to believe will involve a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders' equity or results of operations of the Company and cash flows of TGE or TEP (as applicable) and their its consolidated Subsidiaries for the periods indicated (subjectconsidered as a whole, otherwise than as set forth or contemplated in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by ContractDisclosure Documents.

Financial Statements; SEC Reports. Since January 1(a) The audited consolidated balance sheet of the Company and the related consolidated statements of income and cash flows as of or for the fiscal year ended December 31, 2016, and the unaudited consolidated interim balance sheet of the Company dated March 31, 2017 and the related unaudited consolidated interim statements of income and cash flows for the Table of Contents 3-month period ended on March 31, 2017 (including the notes thereto) (collectively, the “Company Financial Statements”), as filed in the Company SEC Reports, were prepared from the books and records of the Company (which are accurate and complete in all material respects) and in accordance with GAAP (except as may be indicated in the notes thereto, or, in the case of interim or unaudited financial statements, normal year-end adjustments and the absence of notes). The Company Financial Statements fairly present, in all material respects, the consolidated statement of income, statement of equity, cash flows and consolidated financial condition of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount). (b) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since March 31, 2017, TGE or in connection with this Agreement and TEP, as applicable, have the transactions contemplated hereby. (c) An accurate and complete copy of each timely filed all Company SEC ReportsReport is publicly available on the SEC Xxxxx system. All No such Company SEC ReportsReport, at the time filed with the SEC orfiled, if amendedfurnished or communicated, as of the date of the last such amendment (in the case of documents filed pursuant to the Exchange Act), or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not false or misleading, as of such time. All financial statements (including any related notes thereto) contained or incorporated by reference in such As of their respective dates, all Company SEC Reports complied as to form, when filed, form in all material respects with the published rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from executive officer of the SEC with Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. (d) The records, systems, controls, data and information of the Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any SEC Reports. No Subsidiary electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of TGE is required the Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to file periodic reports with the SEChave, either pursuant to individually or in the requirements aggregate, a Material Adverse Effect on the Company. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors (x) any significant deficiencies and material weaknesses in the design or by Contract.operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the

Financial Statements; SEC Reports. Since January 1(a) The audited consolidated balance sheet of Buyer and the related consolidated statements of income and cash flows as of or for the fiscal year ended December 31, 2016, and the unaudited consolidated interim balance sheet of Buyer dated March 31, 2017 and the related unaudited consolidated interim statements of income and cash flows for the 3-month period ended on March 31, 2017 (including the notes thereto) (collectively, the “Buyer Financial Statements”), as filed in the Company SEC Reports, were prepared from the books and records of Buyer (which are accurate and complete in all material respects) and in accordance with GAAP (except as may be indicated in the notes thereto, or, in the case of interim or unaudited financial statements, normal year-end adjustments and the absence of notes). The Buyer Financial Statements fairly present, in all material respects, the consolidated statement of income, changes in stockholders’ equity, cash flows and consolidated financial condition of Buyer and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount). (b) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Buyer, neither Buyer nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of Buyer included in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since March 31, 2017, TGE or in connection with this Agreement and TEP, as applicable, have the transactions contemplated hereby (c) An accurate and complete copy of each timely filed all Buyer SEC ReportsReport is publicly available on the SEC Exxxx system. All No such Buyer SEC ReportsReport, at the time filed with the SEC orfiled, if amendedfurnished or communicated, as of the date of the last such amendment (in the case of documents filed pursuant to the Exchange Act), or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not false or misleading, as of such time. All financial statements (including any related notes thereto) contained or incorporated by reference in such As of their respective dates, all Buyer SEC Reports complied as to form, when filed, form in all material respects with the published rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, no executive officer of Buyer has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act. (d) The records, systems, controls, data and information of Buyer and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Buyer or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on Buyer. Buyer (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to Buyer, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of Buyer by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to Buyer’s outside auditors and the audit committee of Buyer’s Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect Buyer’s ability to record, process, summarize and report financial information, and (y) to the knowledge of Buyer, any fraud, whether or not material, that involves management or other employees who have a significant role in Buyer’s internal controls over financial reporting. These disclosures were made in writing by management to Buyer’s auditor and audit committee and a copy has been previously made available to the Company. To the knowledge of Buyer, there are is no outstanding reason to believe that Buyer’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act, without qualification, when next due. (e) Since January 1, 2014, (i) neither Buyer nor any of its Subsidiaries, nor, to the knowledge of Buyer, any director, officer, auditor, accountant or unresolved comments representative of Buyer or any of its Subsidiaries, has received from or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the SEC knowledge of Buyer, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of Buyer or any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SECits Subsidiaries or their respective internal accounting controls, either pursuant including any material complaint, allegation, assertion or written claim that Buyer or any of its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing Buyer or any of its Subsidiaries, whether or not employed by Buyer or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by Buyer or any of its officers, directors or employees to the requirements Board of Directors of Buyer or any committee thereof or, to the Exchange Act knowledge of Buyer, to any director or by Contractofficer of Buyer.

Financial Statements; SEC Reports. Since January 1, 20172019, TGE and TEP, as applicable, have each the Partnership has timely filed all SEC Reports. All such SEC Reports, at the time filed with the SEC or, if amended, as of the date of the last such amendment (in the case of documents filed pursuant to the Exchange Act), or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All financial statements (including any related notes thereto) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP (as applicable) the Partnership and their its consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) the Partnership and their its consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE the Partnership is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Financial Statements; SEC Reports. Since January 1(a) The consolidated financial statements of BancorpSouth and its Subsidiaries (the “BancorpSouth Financial Statements”), 2017including consolidated statements of condition, TGE statements of earnings, changes in shareholders’ equity and TEPcash flows and related notes, included in the BancorpSouth SEC Reports (as applicable, have each timely filed defined in this Section below) fairly present in all SEC Reports. All such SEC Reports, at material respects the time filed with the SEC or, if amended, consolidated financial position of BancorpSouth and its Subsidiaries as of the respective date of the last such amendment thereof, and fairly present in all material respects (subject, in the case of documents filed pursuant the unaudited statements, to recurring audit adjustments normal in nature and amount) the Exchange Act)results of the consolidated operations and consolidated financial position of BancorpSouth and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such BancorpSouth Financial Statements (including the related notes, or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied as to form where applicable) complies 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 BancorpSouth Financial Statements (including the related notes, where applicable) has been prepared in all material respects 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 SEC Form 10-Q. (b) BancorpSouth’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 and all other reports, registration statements, definitive proxy statements or information statements filed by BancorpSouth or any of its Subsidiaries subsequent to December 31, 2005 under the Securities Act, or under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, or under the securities regulations of the SEC, in the form filed (collectively, the “BancorpSouth SEC Reports”) with the SEC as of the date filed, (i) complied in all material respects as to form with the applicable requirements of under the Exchange Securities Act or the Securities Exchange Act, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained and (ii) did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. All financial statements (including any related notes thereto) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contract.

Financial Statements; SEC Reports. Since January 1(a) The audited consolidated balance sheet of the Company and the related consolidated statements of income and cash flows as of or for the fiscal year ended December 31, 2016, and the unaudited consolidated interim balance sheet of the Company dated March 31, 2017 and the related unaudited consolidated interim statements of income and cash flows for the 3-month period ended on March 31, 2017 (including the notes thereto) (collectively, the “Company Financial Statements”), as filed in the Company SEC Reports, were prepared from the books and records of the Company (which are accurate and complete in all material respects) and in accordance with GAAP (except as may be indicated in the notes thereto, or, in the case of interim or unaudited financial statements, normal year-end adjustments and the absence of notes). The Company Financial Statements fairly present, in all material respects, the consolidated statement of income, statement of equity, cash flows and consolidated financial condition of the Company and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount). (b) Except as would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company included in its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017 (including any notes thereto) and for liabilities incurred in the ordinary course of business consistent with past practice since March 31, 2017, TGE or in connection with this Agreement and TEP, as applicable, have the transactions contemplated hereby. (c) An accurate and complete copy of each timely filed all Company SEC ReportsReport is publicly available on the SEC Exxxx system. All No such Company SEC ReportsReport, at the time filed with the SEC orfiled, if amendedfurnished or communicated, as of the date of the last such amendment (in the case of documents filed pursuant to the Exchange Act), or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained any untrue statement of a material fact or omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under in which they were made, not false or misleading, as of such time. All financial statements (including any related notes thereto) contained or incorporated by reference in such As of their respective dates, all Company SEC Reports complied as to form, when filed, form in all material respects with the published rules and regulations of the SEC with respect thereto, and were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of TGE or TEP (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of unaudited financial statements, to normal year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, no executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Sxxxxxxx-Xxxxx Act. (d) The records, systems, controls, data and information of the Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be likely to have, either individually or in the aggregate, a Material Adverse Effect on the Company. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the Sxxxxxxx-Xxxxx Act of 2002 (the “Sxxxxxxx-Xxxxx Act”), and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (y) to the knowledge of the Company, any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. These disclosures were made in writing by management to the Company’s auditor and audit committee and a copy has been previously made available to Buyer. To the knowledge of the Company, there are is no outstanding reason to believe that the Company’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sxxxxxxx-Xxxxx Act, without qualification, when next due. (e) Since January 1, 2014, (i) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer, auditor, accountant or unresolved comments representative of the Company or any of its Subsidiaries, has received from or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or, to the SEC knowledge of the Company, oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of the Company or any SEC Reports. No Subsidiary of TGE is required to file periodic reports with its Subsidiaries or their respective internal accounting controls, including any material complaint, allegation, assertion or written claim that the SECCompany or any of its Subsidiaries has engaged in questionable accounting or auditing practices, either pursuant and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors or employees to the requirements Board of Directors of the Exchange Act Company or by Contractany committee thereof or, to the knowledge of the Company, to any director or officer of the Company.

Financial Statements; SEC Reports. Since January 1(a) Attached as Exhibit 2.5 to the AI Disclosure Schedule are the following financial statements: balance sheets of the Business at September 30, 20172006 and 2005 and statements of operations of the Business for the fiscal years ended September 30, TGE 2006 and TEP, 2005 (the "AI Financial Statements"). The AI Financial Statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as applicable, have each timely filed all SEC Reports. All such SEC Reports, at may be indicated in the time filed with notes thereto) and fairly present the SEC or, if amended, financial position of the Business as of the date dates thereof and the results of its operations for the last such amendment periods indicated. AI has also delivered to Xxxxxx a copy of AI’s Business Plan dated September 2006 (in the case of documents filed pursuant to “Business Plan”). The Business Plan, including the Exchange Act)schedules contained therein, or when declared effective by the SEC (in the case of registration statements filed under the Securities Act), complied as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, as in effect on the date so filed. No SEC Report at the time described above contained did not contain any untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All The financial projections included with the Business Plan represent the good faith estimate of management of AI of the results of operations of AI for the periods presented, based upon assumptions which management believes are reasonable (it being acknowledged by all parties hereto that such projections are not intended as a guaranty of future results and actual results may vary from the projected results). (b) Since December 31, 2001, Xxxxxx has filed with the Securities and Exchange Commission (the "SEC") all forms, reports, schedules, statements and other documents required to be filed by it under the Exchange Act or the Securities Act (as such documents have been amended since the time of their filing, collectively, the "SEC Documents"). The SEC Documents, including without limitation any financial statements and schedules included therein, at the time filed or, if subsequently amended, as so amended, (including i) did not contain any related notes theretountrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) contained or incorporated by reference in such SEC Reports complied as to form, when filed, in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. The financial statements of Xxxxxx (the "Xxxxxx Financial Statements") included in the SEC Documents comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, and were have been prepared in accordance with GAAP applied on a consistent basis throughout during the periods involved (except as may be indicated in the notes theretothereto or, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) and fairly present in all material respects the financial position of TGE or TEP (as applicable) and their consolidated Subsidiaries as of the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (subject, in the case of the unaudited financial statements, to normal customary year-end audit adjustments that are not individually or in adjustments) the aggregate material). As financial position of Xxxxxx as at the date dates thereof and the results of this Agreement, there are no outstanding or unresolved comments received from its operations and cash flows for the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contractperiods indicated.

Financial Statements; SEC Reports. Since January 1, 2017, TGE and TEP, as applicable, have each timely The Company has filed all SEC Reports. All such SEC Reports, at the time reports required to be filed with the SEC or, if amended, as of the date of the last such amendment (in the case of documents filed pursuant to by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof for the two years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension), or when declared effective by the . The SEC (in the case of registration statements filed under the Securities Act), complied as to form Reports comply in all material respects with the applicable requirements of the Exchange Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, as in effect on and rules and regulations of the SEC promulgated thereunder. The Company has identified and made available to the Investors a copy of all SEC Reports filed within the 10 days preceding the date so hereof. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed. No SEC Report at the time described above , contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All The financial statements (including any related notes thereto) contained or incorporated by reference of the Company included in such the SEC Reports complied as to form, when filed, comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC Commission with respect thereto, and were thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (GAAP, except as may be indicated otherwise specified in such financial statements or the notes thereto) , and fairly present in all material respects the financial position of TGE or TEP (as applicable) the Company and their its consolidated Subsidiaries subsidiaries as of and for the respective dates thereof and the results of operations and cash flows of TGE or TEP (as applicable) and their consolidated Subsidiaries for the periods indicated (then ended, subject, in the case of unaudited financial statements, to normal normal, immaterial, year-end audit adjustments that are not individually or in the aggregate material). As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC with respect to any SEC Reports. No Subsidiary of TGE is required to file periodic reports with the SEC, either pursuant to the requirements of the Exchange Act or by Contractadjustments.