Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. (a) Parent has timely filed or furnished all forms, statements, documents and reports together with any amendments required to be made with respect thereto required to be filed or furnished by it prior to the date hereof with the SEC since July 1, 2006 (the “Parent SEC Documents”) and has paid all fees and assessments due and payable. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange Act.

Reports and Financial Statements. (a) Parent The Company has timely filed or furnished all forms, statements, documents and reports together with any amendments required to be made with respect thereto required to be filed or furnished by it prior to the date hereof with the SEC since July 1, 2006 (the “Parent Company SEC Documents”) and has paid all fees and assessments due and payable). As of their respective dates, or, if amended, as of the date of the last such amendment, Parent the Company SEC Documents complied in all material respects, and all documents required to be filed by Parent the Company with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent Company SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx ActAct (as defined in Section 3.5), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent Company SEC Documents contained, and the Subsequent Parent Company SEC Documents will not contain, any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent Company SEC Documents. To the knowledge of Parentthe Company, none of Parent the Company reports is the subject of ongoing SEC review. None of the Parent Company Subsidiaries is required to file reports with the SEC pursuant to the Exchange Act. As used herein (except with respect to Section 3.8 and Section 4.8), “knowledge,” with respect to the Company, shall mean the actual knowledge of the persons listed in Section 3.4 of the Company Disclosure Schedule, and with respect to Parent, shall mean the actual knowledge of the persons listed in Section 4.4 of the Parent Disclosure Schedule.

Reports and Financial Statements. The filings (aother than immaterial filings) Parent has timely required to be made by NU and the NU Subsidiaries under the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act, PUHCA, the Power Act, the Atomic Energy Act or applicable state public utility laws and regulations have been filed with the SEC, FERC, the NRC or furnished the appropriate state public utilities commission, as the case may be, including all forms, statements, documents reports, tariffs, contracts, agreements (oral or written) and reports together with any all documents, exhibits, amendments required to be made with respect and supplements appertaining thereto required to be filed or furnished by it prior to the date hereof with the SEC since July 1, 2006 (the “Parent SEC Documents”) and has paid all fees and assessments due and payablesuch commission. As of their respective dates, orthe reports, if amendedschedules, as of the date of the last such amendmentforms, Parent SEC Documents complied in all material respects, statements and other documents (including exhibits and all documents other information incorporated therein) required to be filed by Parent NU or any NU Subsidiary with the SEC after the date hereof and prior to the Effective Time since January 1, 1997 (the “Subsequent Parent "NU SEC Documents”") will comply complied in all material respects, respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Actor PUHCA, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunderthereunder applicable to such NU SEC Documents, and none of the Parent NU SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, when filed contained any untrue statement of a material fact or omitted, or will omit, omitted to state any 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, or are to be made, not misleading. As The financial statements of NU included in the date hereofNU SEC Documents (the "NU Financial Statements") comply as to form, there are no outstanding or unresolved comments as of their respective dates of filing with the SEC, in comment letters received from all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to thereto, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") (except, in the Parent SEC Documents. To the knowledge case of Parentunaudited statements, none of Parent reports is the subject of ongoing SEC review. None as permitted by Form 10-Q of the Parent Subsidiaries is required SEC) applied on a consistent basis 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 NU and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to file reports with the SEC pursuant to the Exchange Actnormal recurring year-end audit adjustments).

Reports and Financial Statements. (a) Parent has timely Lil Marc became subject to the reporting requirements of the Exchange Act on June 10, 1998 and the filings required to be made by Lil Marc or any of its subsidiaries since such date under the Exchange Act, and applicable state laws and regulations have been filed or furnished with the SEC and the Secretary of State of the State of Nevada, as the case may be, including all forms, statements, documents reports, agreements (oral or written) and reports all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements, material agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. Lil Marc has made available to ITI a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by Lil Marc or any amendments required to be made with respect thereto required to be filed or furnished by it prior to the date hereof of its subsidiaries with the SEC since July 1June 10, 2006 1998 (as such documents have since the “Parent time of their filing been amended, the "Lil Marc SEC Documents”Reports"), which are all the documents (other than preliminary materials) that Lil Marc and has paid all fees and assessments due and payableits subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, orthe Lil Marc SEC Reports, if amendedincluding, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as of the date of the last such amendment, Parent SEC Documents complied to form in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, respects with the requirements of the Securities Exchange Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will (ii) did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As Each of the date hereofaudited consolidated financial statements and unaudited interim financial statements (including, there are no outstanding or unresolved comments in comment letters received from each case, the notes, if any, thereto) included in the Lil Marc SEC Reports (collectively, the "Lil Marc Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None unaudited statements as permitted by Form 10-QSB of the Parent Subsidiaries SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to Lil Marc and its subsidiaries, taken as a whole)) the consolidated financial position of Lil Marc as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of Lil Marc is required to file reports with the SEC pursuant to the Exchange Acttreated as a consolidated subsidiary of Lil Marc in Lil Marc Financial Statements for all periods covered thereby.

Reports and Financial Statements. The Company has furnished the Investors with true and complete copies of the Company's (ai) Parent has timely Annual Reports on Form 10-K for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996, and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or furnished special) held since January 1, 1995, and (iv) all formsother reports filed with or registration statements declared effective by the Commission since January 1, statements1995, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents and reports together with any amendments (other than preliminary material) that the Company was required to be made with respect thereto required to be filed or furnished by it prior to the date hereof file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC since July 1, 2006 (the “Parent SEC Documents”) and has paid all fees and assessments due and payableReports"). As of their respective dates, or, if amended, as of the date of the last such amendment, Parent Company SEC Documents Reports were duly filed and complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent Commission thereunder applicable to such Company SEC Documents containedReports. As of their respective dates, and the Subsequent Parent Company SEC Documents will Reports did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As The audited consolidated financial statements and unaudited interim financial statements of the date hereof, there are no outstanding or unresolved comments Company included in comment letters received from the Company SEC Reports comply as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the Commission with respect to thereto. The financial statements included in the Parent Company SEC Documents. To Reports (i) have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis (except as may be indicated therein or in the knowledge of Parentnotes thereto), none of Parent reports is (ii) present fairly, in all material respects, the subject of ongoing SEC review. None financial position of the Parent Company and its Subsidiaries is required as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to file reports normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the SEC pursuant to Exchange Act and the Exchange Actrules promulgated thereunder, and (iii) are in all material respects, in accordance with the books of account and records of the Company except as indicated therein.

Reports and Financial Statements. (a) Since January 1, 1996, Parent has timely filed or furnished with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and reports together with any amendments required to be made with respect thereto required to be filed or furnished by it prior to the date hereof with the SEC since July 1, 2006 (the “Parent SEC Documents”supplements thereto) and has paid all fees and assessments due and payable. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements it under each of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable respective rules and regulations promulgated thereunder, all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and none the rules and regulations thereunder. Parent has previously delivered or made available to the Company copies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1997 and for the immediately preceding fiscal year, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1996, until the date hereof, and (c) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC since January 1, 1996 (other than registration statements filed on Form S-8) (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "Parent SEC Reports"). As of their respective dates, the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will Reports did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, or are to be made, not misleading. As The audited consolidated financial statements of Parent included in the Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "Parent Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of Parent and its subsidiaries as of the date hereof, there are no outstanding or unresolved comments dates thereof and the results of their operations and changes in comment letters received from financial position for the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange Actperiods then ended.

Reports and Financial Statements. (aThe Company and each of its -------------------------------- wholly owned Subsidiaries required to file reports under Sections 13 or 15(d) Parent of the Exchange Act has timely filed or furnished all required reports, schedules, forms, statements, documents statements and reports together with any amendments required to be made with respect thereto required to be filed or furnished by it prior to the date hereof with the SEC since July 1, 2006 (the “Parent SEC Documents”) and has paid all fees and assessments due and payable. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respects, and all other documents required to be filed by Parent it with the SEC after since January 1, 1995 (collectively, including all exhibits thereto, and together with such other reports, schedules, forms, statements and other documents, filed by the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, Company or any Subsidiary with the requirements of the Securities Act, SEC under the Exchange Act and the Xxxxxxxx-Xxxxx Securities Act, as including all exhibits thereto, the case may be, and the applicable rules and regulations promulgated thereunder, and none "COMPANY SEC REPORTS"). None of the Parent Company SEC Documents containedReports, and the Subsequent Parent SEC Documents as of their respective dates, contained or will not contain, contain any untrue statement of a material fact or omitted, omitted or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As Each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Company and its Subsidiaries as of the respective dates or for the respective periods set forth therein, and were prepared in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to normal and recurring year-end adjustments that have not been and are not expected to be material in amount. All of the Company SEC Reports, as of their respective dates (and as of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect of any amendment to the Parent respective Company SEC Documents. To Report), complied as to form in all material respects with the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None applicable requirements of the Parent Subsidiaries is required to file reports with the SEC pursuant to Securities Act and the Exchange ActAct and the rules and regulations promulgated thereunder. Except for matters reflected or reserved against in the balance sheet for the period ended April 3, 1998 included in the financial statements contained in the Company's most recent Form 10-Q, neither the Company nor any of its Subsidiaries has incurred since that date any liabilities or obligations of any nature (whether accrued, absolute, contingent, fixed or otherwise) which would be required under GAAP to be set forth on a consolidated balance sheet of the Company and its consolidated Subsidiaries, except liabilities and obligations which were incurred in the ordinary course of business consistent with past practice since such date.

Reports and Financial Statements. (a) Parent The Company and each of its Subsidiaries has timely filed or furnished all forms, reports, schedules, registration statements, proxy statements, information statements and other documents and reports (together with any all amendments required to be made with respect thereto thereof and supplements thereto) that were required to be filed by the Company or furnished by it prior to any Subsidiary with any applicable Governmental or Regulatory Authority, including the date hereof with SEC, since December 31, 2002 (as such documents have since the SEC since July 1time of their filing been amended or supplemented, 2006 (the “Parent SEC DocumentsCompany Reports”), which are all of the documents (other than preliminary material) and has paid all fees and assessments due and payablethat the Company or any Subsidiary was required to file with any applicable Governmental or Regulatory Authority since such date. As of their respective dates, or, if amended, as of dates (and without giving effect to any amendments or supplements filed after the date of this Agreement with respect to Company Reports filed before the last such amendmentdate of this Agreement), Parent SEC Documents each of the Company Reports, (i) complied as to form in all material respects, and all documents required to be filed by Parent respects with the SEC after Law enforced or promulgated by the date hereof applicable Governmental or Regulatory Authority, including, in the case of forms, reports, schedules, registration statements, proxy statements, information statements and prior other documents (together with all amendments thereof and supplements thereto) subject to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), or the Exchange Act and (as such documents have since the Xxxxxxxx-Xxxxx time of their filing been amended or supplemented, the “SEC Reports”), the requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will (ii) did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any 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, or are to be made, not misleading; provided, however, that the foregoing representations in the first two sentences of this Section 3.5(a), insofar as such representations relate to Company Reports filed with any Governmental or Regulatory Authority other than the SEC, are made only (A) as to Company Reports with state and United States federal Governmental or Regulatory Authorities and (B) as to failures to comply with any of such representations where such failures, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company. As The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes and schedules, if any, thereto) included in the SEC Reports (the “Company Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the date hereofSEC, there are no outstanding were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or unresolved comments in comment letters received from the SEC notes thereto and except with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None unaudited statements as permitted by Form 10-Q of the Parent Subsidiaries is required SEC) and fairly presented (subject, in the case of the unaudited interim financial statements, to file reports with normal, recurring year-end audit adjustments) the SEC pursuant to consolidated financial position of the Exchange ActCompany as at the respective dates thereof and the consolidated results of its operations, stockholders’ equity and cash flows for the respective periods then ended.

Reports and Financial Statements. The filings required to be made by the Company or any of its subsidiaries since September 1, 1999 under the Exchange Act and applicable state laws and regulations have been filed with the Securities and Exchange Commission (athe "SEC") Parent has timely filed or furnished and the Secretary of State of the State of Delaware, as the case may be, including all forms, statements, documents reports, agreements (oral or written) and reports all documents, exhibits, amendments and supplements appertaining thereto, including, but not limited to, all franchises, services agreements and related documents, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to J Net a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company or any amendments required to be made with respect thereto required to be filed or furnished by it prior to the date hereof of its subsidiaries with the SEC since July September 1, 2006 1999 (as such documents have since the time of their filing been amended, the "COMPANY SEC REPORTS" (the “Parent term "J Net SEC Documents”Reports," when used in ARTICLE III, having a correlative meaning with respect to J Net)), which are all the documents (other than preliminary materials) that the Company and has paid all fees and assessments due and payableits subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, orthe Company SEC Reports, if amendedincluding, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as of the date of the last such amendment, Parent SEC Documents complied to form in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, respects with the requirements of the Securities Exchange Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will (ii) did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading, except to the extent such documents may have been amended by a subsequent Company SEC Report. As Each of the date hereofaudited consolidated financial statements and unaudited interim financial statements (including, there are no outstanding or unresolved comments in comment letters received from each case, the notes, if any, thereto) included in the Company SEC Reports (collectively, the "COMPANY FINANCIAL STATEMENTS") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments (which are not expected to be, individually or in the aggregate, materially adverse to the Parent SEC Documents. To Company and its subsidiaries, taken as a whole)) the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None consolidated financial position of the Parent Subsidiaries Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of the Company is required to file reports with treated as a consolidated subsidiary of the SEC pursuant to Company in the Exchange ActCompany Financial Statements for all periods covered thereby.

Reports and Financial Statements. (a) The Parent has timely filed or furnished with the SEC, and has heretofore made available to the Company true and complete copies of, all forms, statementsreports, schedules, statements and other documents and reports together with any amendments required to be made with respect thereto required to be filed or furnished by it prior to and its Subsidiaries since December 31, 1993 under the date hereof with Exchange Act or the SEC Securities Act (as such documents have been amended since July 1the time of their filing, 2006 (collectively, the “"Parent SEC Documents”) and has paid all fees and assessments due and payable"). As of their respective dates, dates or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”, including, without limitation, any financial statements or schedules included therein (a) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any 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, or are to be made, not misleading. As misleading and (b) complied in all material respects with the applicable requirements of the date hereofExchange Act and the Securities Act, there as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements included in the Parent SEC Documents have been prepared from, and are no outstanding or unresolved comments in comment letters received from accordance with, the books and records of the Parent and/or its consolidated Subsidiaries, comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect to thereto, have been prepared in accordance with GAAP applied on a consistent basis during the Parent SEC Documents. To periods involved (except as may be indicated in the knowledge notes thereto) and fairly present in all material respects the consolidated financial position and the consolidated results of Parentoperations and cash flows (and changes in financial position, none of Parent reports is the subject of ongoing SEC review. None if any) of the Parent and its consolidated Subsidiaries is required as at the dates thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to file reports with the SEC pursuant to the Exchange Actnormal year end adjustments).

Reports and Financial Statements. The filings required to be made by Parent and its Subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the Federal Power Act (a) Parent has timely the "Power Act"), the Natural Gas Act (the "Gas Act"), the Natural Gas Policy Act (the "NGPA"), the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), or any applicable state laws, rules or regulations have been filed with the Securities and Exchange Commission (the "SEC"), the applicable public utility regulatory authorities or furnished the FERC, as the case may be, including all forms, statements, documents reports, agreements (oral or written) and reports together all documents, exhibits, amendments and supplements appertaining thereto, and Parent has complied in all material respects with any amendments required to be all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has made with respect thereto required to be filed or furnished by it prior available to the date hereof Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC since July January 1, 2006 1996 (as such documents have since the “time of their filing been amended, the "Parent SEC Documents”) and has paid all fees and assessments due and payableReports"). As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied Reports (i) complied, or with respect to those not yet filed, will comply, in all material respects, and all documents required to be filed by Parent respects with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the applicable requirements of the Securities Act, Act and the Exchange Act and the Xxxxxxxx-Xxxxx Act(ii) did not, as the case may beor with respect to those not yet filed, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As The audited consolidated financial statements and unaudited interim financial statements of Parent included in the date hereofParent SEC Reports (collectively, there are no outstanding the "Parent Financial Statements") have been, or unresolved comments in comment letters received from the SEC with respect to those not yet filed, will be prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present, or with respect to those not yet filed, will fairly present the financial position of Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. Notwithstanding the foregoing, no representation or warranty is being made in this Section 3.5 with respect to information furnished in writing by the Company specifically for inclusion in any Parent SEC Documents. To Report filed after the knowledge of Parent, none of Parent reports is the subject of ongoing date hereof or with respect to any Company SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange ActReport (as hereinafter defined) incorporated therein by reference.

Reports and Financial Statements. (a) Parent has timely The filings required to be made by Western Resources and the Western Resources Subsidiaries since January 1, 1992 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act, the Atomic Energy Act, and applicable state public utility laws and regulations have been filed with the SEC, the FERC, the NRC or furnished the appropriate state public utilities commission, as the case may be, including all forms, statements, documents reports, agreements (oral or written) and reports together all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with any amendments required all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such filings the failure of which to be have been made with respect thereto required or to be so comply would not result in a Western Resources Material Adverse Effect. "Western Resources SEC Reports" shall mean each report, schedule, registration statement and definitive proxy statement filed or furnished by it prior to the date hereof with the SEC by Western Resources pursuant to the requirements of the Securities Act or Exchange Act since July January 1, 2006 (1992, as such documents have since the “Parent SEC Documents”) and has paid all fees and assessments due and payabletime of their filing been amended. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent Western Resources SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will Reports did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As The audited consolidated financial statements and unaudited interim financial statements of Western Resources included in the Western Resources SEC Reports (collectively, the "Western Resources Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of Western Resources as of the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the Western Resources Articles and Western Resources' By-Laws, as in effect on the date hereof, there are no outstanding included (or unresolved comments incorporated by reference) in comment letters received from the Western Resources SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange ActReports.

Reports and Financial Statements. The filings required to be made by CES and its subsidiaries since January 1, 1995 under the Securities Act, the Exchange Act, the Public Utility Holding Company Act of 1935, as amended (athe "1935 Act"), the Federal Power Act (the "Power Act"), the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act"), and applicable state public utility laws and regulations have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC"), the Department of Energy (the "DOE") Parent has timely filed or furnished the appropriate state public utilities commission, as the case may be, including all forms, statements, documents reports, agreements (oral or written) and reports together all documents, exhibits, amendments and supplements appertaining thereto complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statute and the rules and regulations thereunder, and the Exhibit Index to CES's most recently filed Form 10-K includes each agreement, contract or instrument (including all amendments thereto) to which CES or any amendments of its subsidiaries is a party or by which any of them is bound required to be included thereon (the "CES Material Contracts"). CES has made with respect thereto required available to be BEC a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed or furnished by it prior to the date hereof CES with the SEC since July January 1, 2006 1995 through the date of this Agreement (as such documents have since the “Parent time of their filing been amended, the "CES SEC Documents”) and has paid all fees and assessments due and payableReports"). As of their respective dates, or, if amended, as of the date of the last such amendment, Parent CES SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will Reports did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As The audited consolidated financial statements and unaudited interim financial statements of CES included in the CES SEC Reports (collectively, the "CES Financial Statements") complied as to form in all material respects with the applicable rules of the date hereofSEC, there are no outstanding have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or unresolved comments in comment letters received from the SEC notes thereto and except with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None unaudited statements as permitted by Form 10-Q of the Parent Subsidiaries is required to file reports with SEC) and fairly present the SEC pursuant to consolidated financial position of CES as of the Exchange Actdates thereof and the consolidated results of operations and cash flows for the periods then ended.

Reports and Financial Statements. (a) Parent has timely Except as set forth in Section 7.5 of the Western Resources Disclosure Schedule, the filings required to be made by Western Resources, KGE and the Western Resources Subsidiaries since January 1, 1994 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act, the Atomic Energy Act, and applicable state public utility laws and regulations have been filed with the SEC, the FERC, the NRC or furnished the appropriate state public utilities commission, as the case may be, including all forms, statements, documents reports, agreements (oral or written) and reports together all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with any amendments required all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such filings the failure of which to be have been made with respect thereto required or to be so comply would not result in a Western Resources Material Adverse Effect. "Western Resources SEC Reports" shall mean each report, schedule, registration statement and definitive proxy statement filed or furnished by it prior to the date hereof with the SEC by Western Resources and KGE pursuant to the requirements of the Securities Act or Exchange Act since July January 1, 2006 (1994, as such documents have since the “Parent SEC Documents”) and has paid all fees and assessments due and payabletime of their filing been amended. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent Western Resources SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will Reports did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As The audited consolidated financial statements and unaudited interim financial statements of Western Resources included in the Western Resources SEC Reports (collectively, the "Western Resources Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of Western Resources and KGE as of the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the Western Resources Articles, Western Resources' By-Laws, the articles of incorporation of KGE and the by-laws of KGE, as in effect on the date hereof, there are no outstanding included (or unresolved comments incorporated by reference) in comment letters received from the Western Resources SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange ActReports.

Reports and Financial Statements. (a) Parent has timely previously furnished the Company with true and complete copies of its (i) Annual Report on Form 10-K for the year ended December 31, 1996, as filed or furnished all forms, statements, documents and reports together with any amendments required to be made with respect thereto required to be filed or furnished by it prior to the date hereof with the SEC Securities and Exchange Commission (the "Commission"), (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 1997, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) since July January 1, 2006 1996, and (iv) all other reports or registration statements filed by Parent with the “Commission since January 1, 1996 (except for preliminary material in the case of clauses (iii) and (iv) above) (clauses (i) through (iv) being referred to herein collectively as the "Parent SEC Documents”) and has paid all fees and assessments due and payableReports"). As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents Reports complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunderof the Commission thereunder applicable to such Parent SEC Reports. As of their respective dates, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will Reports did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As The audited consolidated financial statements and unaudited interim consolidated financial statements of the date hereof, there are no outstanding or unresolved comments Parent included in comment letters received from the SEC with respect to the Parent SEC DocumentsReports comply in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto. To The consolidated financial statements included in the knowledge of ParentParent SEC Reports: have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto); present fairly, none in all material respects, the consolidated financial position of Parent reports is and its Subsidiaries as at the subject dates thereof and the consolidated results of ongoing SEC review. None their operations and consolidated cash flows for the periods then ended subject, in the case of the unaudited interim consolidated financial statements, to normal year-end audit adjustments, any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder; and are in accordance with the books of account and records of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange Actand its Subsidiaries.

Reports and Financial Statements. (a) Since January 1, 2013, Parent has timely filed or furnished all reports, schedules, forms, statements, statements and other documents and reports together with any amendments required to be made with respect thereto required to be filed or furnished by it with the SEC pursuant to the reporting requirements of NASDAQ and the Exchange Act (all of the foregoing filed prior to the date hereof with the SEC since July 1and all exhibits included therein and financial statements, 2006 (notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “Parent SEC Documents”) and has paid all fees and assessments due and payable). As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, respects with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations of the SEC promulgated thereunderthereunder applicable to the Parent SEC Documents, and none of the Parent SEC Documents containedDocuments, and at the Subsequent Parent SEC Documents will not containtime they were filed with the SEC, contained any untrue statement of a material fact or omitted, or will omit, omitted to state any 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, or are to be made, not misleading. As of their respective dates, the date hereof, there are no outstanding or unresolved comments financial statements of Parent included in comment letters received from the Parent SEC Documents (the “Parent Financial Statements”) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). Parent is not currently contemplating to amend or restate any of the Parent Financial Statements (including without limitation, any notes or any letter of the independent accountants of Parent with respect thereto) included in the Parent SEC Documents. To the knowledge , nor is Parent currently aware of Parent, none of facts or circumstances which would require Parent reports is the subject of ongoing SEC review. None to amend or restate any of the Parent Subsidiaries Financial Statements, in each case, in order for any of the Parent Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. Parent has not been informed by its independent accountants that they recommend that Parent amend or restate any of the Parent Financial Statements or that there is required any need for Parent to file reports with amend or restate any of the SEC pursuant to the Exchange ActParent Financial Statements.

Reports and Financial Statements. (ai) Parent Each of GBC and its Subsidiaries has timely filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements, documents statements and reports together with any amendments required to be made with respect thereto required to be filed or furnished by it prior to the date hereof with the SEC since July 1, 2006 (the “Parent SEC Documents”) and has paid all fees and assessments due and payable. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respects, and all other documents required to be filed by Parent it with the SEC after since January 1, 2002 (collectively, including all exhibits thereto, the date hereof and “GBC SEC Reports”). No Subsidiary of GBC is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the GBC SEC Reports, at the time it was filed (or, if amended or superseded by a filing prior to the Effective Time (date of this Agreement, then on the “Subsequent Parent SEC Documents”) will comply in all material respectsdate of such filing), with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, contained any untrue statement of a material fact or omitted, or will omit, omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As Included in Section 5.1(d)(i) of the GBC Disclosure Schedule are the consolidated balance sheet of GBC and its Subsidiaries as of December 31, 2004 and the related consolidated statements of income, cash flows and stockholders’ equity for the year ended December 31, 2004 (such statements, together with the notes thereto, the “GBC 2004 Financial Statements”). Each of the GBC 2004 Financial Statements and each of the financial statements (including the related notes) included in the GBC SEC Reports fairly presents, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of GBC and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles (“GAAP”) consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments. All GBC SEC Reports, as of their respective filing dates (and as of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect of any amendment to the Parent respective GBC SEC Documents. To Report), complied as to form in all material respects to the knowledge extent in effect at the time of Parentfiling, none of Parent reports is with the subject of ongoing SEC review. None applicable requirements of the Parent Subsidiaries is required to file reports with the SEC pursuant to Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Sarbanes Act”) and the rules and regulations promulgated thereunder.

Reports and Financial Statements. (a) Parent has timely filed By signing this Agreement or furnished pursuant to Section 9.11, as applicable, each Secured Party: agrees to furnish the Administrative Agent on the first day of each month with a summary of all formsABL Secured Hedge Agreements and ABL Secured Treasury Services Agreements due or to become due to such Lender; is deemed to have requested that the Administrative Agent furnish such Lender, statementspromptly after they become available, documents and reports together with any amendments copies of all financial statements required to be made with respect thereto required delivered by the Borrower hereunder and all commercial finance examinations and appraisals of the Collateral received by the Administrative Agent (collectively, the “Borrower Reports”) (and the Administrative Agent agrees to be filed or furnished by it prior furnish such Borrower Reports promptly to the date hereof Lenders, which may be furnished in accordance with Section 10.02(a)(B)); expressly agrees and acknowledges that the Administrative Agent (i) does not make any representation or warranty as to the accuracy of the Borrower Reports and (ii) shall not be liable for any information contained in any Borrower Report; expressly agrees and acknowledges that the Borrower Reports are not comprehensive audits or examinations, that the Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; agrees to keep all Borrower Reports confidential in accordance with the SEC since July 1provisions of Section 10.08 hereof, 2006 and not to use any Borrower Report in any other manner; and without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the “Parent SEC Documents”) Administrative Agent and any such other Lender preparing a Borrower Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Borrower Report in connection with any Credit Extensions that the indemnifying Lender has paid all fees and assessments due and payable. As of their respective datesmade or may make to the Borrower, oror the indemnifying Lxxxxx’s participation in, if amendedor the indemnifying Lxxxxx’s purchase of, as a Loan or Loans of the date Borrower; and (ii) to pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Lender preparing a Borrower Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Administrative Agent and any such other Lender preparing a Borrower Report as the direct or indirect result of any third parties who might obtain all or part of any Borrower Report through the indemnifying Lender in violation of the last such amendment, Parent SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As of the date terms hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange Act.

Reports and Financial Statements. (a) Parent has For all reporting periods since January 1, 2003, Dynegy and Dynegy Holdings Inc., a Delaware corporation (“DHI”), have timely filed or furnished (i) with the SEC all forms, reports, schedules, statements, definitive proxy statements and other documents and reports together with any amendments required to be made with respect thereto (the “Dynegy Reports”) required to be filed or furnished by it prior to them under each of the date hereof with Securities Act of 1933, as amended, and the SEC since July 1, 2006 respective rules and regulations thereunder (the “Parent SEC DocumentsSecurities Act”), and the Securities Exchange Act of 1934, as amended, and the respective rules and regulations thereunder (the “Exchange Act”), and (ii) with the SEC, and has paid any other Governmental Authority with jurisdiction, all fees forms, reports, schedules, registrations, declarations, certifications and assessments due other filings (other than Tax Returns, for which representations and payablewarranties are exclusively set forth in Section 4.12) required to be filed by them under all applicable Laws, all of which, as amended if applicable, complied, and with respect to Dynegy Reports filed after the date hereof, will comply, in all material respects with all applicable requirements of the appropriate act and the rules and regulations promulgated thereunder. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in Dynegy Reports (including exhibits and all material respectsother information incorporated by reference thereto) did not, and all documents required with respect to be Dynegy Reports filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) hereof, will comply in all material respectsnot, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in the light of the circumstances under which they were made, or are to be made, not misleading. As The Dynegy Financial Statements or the equivalent financial statements of DHI (including the notes thereto) included in the Dynegy Reports, when issued, complied, and with respect to financial statements included in the Dynegy Reports filed after the date hereof, there are no outstanding or unresolved comments will comply, in comment letters received from the SEC all material respects with all applicable accounting requirements, and were, and with respect to financial statements included in the Parent SEC Documents. To Dynegy Reports filed after the knowledge of Parentdate hereof, none of Parent reports is will be, prepared from, and in accordance with, the subject of ongoing SEC review. None books and records of the Parent Subsidiaries is required Dynegy Entities, which books and records have been maintained, and which financial statements will be prepared, in accordance with GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) as in effect on the respective dates thereof applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto) and presented fairly, or with respect to file reports with financial statements included in the SEC pursuant Dynegy Reports filed after the date hereof, will present fairly, in all material respects the consolidated financial condition of Dynegy or DHI, as applicable, and its subsidiaries as of the dates thereof and the results of their operations, cash flows and changes in equity for the periods reported (subject, in the case of unaudited quarterly statements, to normal year-end audit adjustments that are immaterial to Dynegy and its subsidiaries as a whole). Dynegy’s (i) restated consolidated balance sheets, statements of operations and statements of cash flows as of and for December 31, 2005, 2004, 2003, 2002 and 2001, (ii) restated consolidated statement of changes in stockholders’ equity for each of the Exchange Actthree years in the period ended December 31, 2005 and (iii) consolidated balance sheets, statement of operations and statement of cash flows as of and for the six-month periods ended June 30, 2005 and June 30, 2006 are collectively referred to herein as the “Dynegy Financial Statements”).

Reports and Financial Statements. (a) Parent has timely filed or furnished all forms, statements, documents and reports together with any amendments required to be made with respect thereto required to be filed or furnished by it prior available to the date hereof Company true and complete copies of (i) Form 10-SB, as amended, as filed with the Securities Exchange Commission (the "SEC"), and (ii) all other reports, statements and registration statements and amendments thereto (including, without limitation, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent with the SEC since July 1December 10, 2006 1999 (collectively, the “Parent SEC Documents”) and has paid all fees and assessments due and payable"PARENT SECURITIES FILINGS"). As of their respective dates, or, if amended, or as of the date date, of the last such amendmentamendment thereof, Parent SEC Documents complied in all material respectsif amended after filing, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents containedSecurities Filings (including all schedules thereto and disclosure documents incorporated by reference therein), and contained or as to Parent Securities Filings subsequent to the Subsequent Parent SEC Documents date hereof, will not contain, contain any untrue statement of a material fact or omittedomitted or, or as to the Parent Securities Filings subsequent to the date hereof, will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light lights of the circumstances under which they were made, or are to be made, not misleading. As Each of the Parent Securities Filings at the time of filing or as of the date of the last amendment thereof, if amended after filing, complied or, as to the Parent Securities Filings subsequent to the date hereof, there are no outstanding will comply in all material respects with the Securities Exchange Act or unresolved comments in comment letters received from the Securities Act, as applicable. Any reports, statements and registration statements and amendments thereof (including, without limitation, Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as amended) filed by Parent with the SEC with respect after the date hereof but before the Effective Time, if any, shall be provided to the Parent SEC DocumentsCompany on the date of such filing. To the knowledge extent Parent has provided the Company or its shareholders with any additional information, reports or documents (collectively, the "Parent Information"), as of Parenttheir respective dates, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange ActInformation was true and correct in all material respects.

Reports and Financial Statements. By signing this Agreement, each Lender: (a) Parent has timely filed or furnished [reserved]; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all forms, statements, documents and reports together with any amendments financial statements required to be made with respect thereto required to be filed delivered by the Administrative Borrower hereunder and all field examinations, audits and appraisals of the Collateral received by the Administrative Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent (i) makes no representation or furnished by it prior warranty as to the date hereof accuracy of the Reports, and (ii) shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the SEC since July 1provisions of Section 10.08 (other than clause (e) thereof); and (f) without limiting the generality of any other indemnification provision contained in this Agreement, 2006 agrees: (i) to hold the “Parent SEC Documents”) Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Loans or Letters of Credit that the indemnifying Lender has paid all fees and assessments due and payable. As of their respective datesmade or may make to the Borrowers, oror the indemnifying Lender’s participation in, if amendedor the indemnifying Lender’s purchase of, as a Loan or Loans of the date of the last such amendment, Parent SEC Documents complied in all material respectsBorrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including reasonable attorney costs) incurred by the Administrative Agent and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all documents required to or part of any Report through the indemnifying Lender; provided that no Lender shall be filed by Parent with liable for the SEC after the date hereof and prior payment to the Effective Time Administrative Agent or any other Lender preparing a Report for any portion of losses arising from such claims, actions, proceedings, damages, costs, expenses and other amounts (including attorney costs) to the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters received extent resulting from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange Act.Administrative

Reports and Financial Statements. (a) Parent Since January 1, 1996, Buyer has timely filed or furnished all forms, statements, reports and documents (including all exhibits, amendments and reports together with any amendments required to be made with respect thereto supplements thereto) required to be filed or furnished by it prior under each of the Securities Act, the Exchange Act, applicable laws and regulations of Buyer's jurisdiction of incorporation and the respective rules and regulations thereunder, all of which, to the date hereof best knowledge of Buyer, complied in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Buyer has delivered to the Seller true and complete copies of its (a) Annual Reports on Form 10-KSB, Quarterly Reports on Form 10-QSB, and Current Reports on Form 8-K filed by Buyer with the SEC since July January 1, 2006 1996 until the date hereof, and (b) all other reports or registration statements filed by Buyer with the “Parent SEC Documents”since January 1, 1996, until the date hereof (collectively, the "Buyer SEC Reports") and has paid all fees (d) audited consolidated financial statements of Buyer for the fiscal year ended March 31, 1997, and assessments due and payableits unaudited consolidated financial statements for the six months ended September 30, 1997 (collectively, the "Recent Buyer Financial Statements"). As of their respective dates, or, if amended, as of the date of the last such amendment, Parent Buyer SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will Reports did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As The financial statements of Buyer included in the Buyer SEC Reports and the Recent Buyer Financial Statements (collectively, the "Buyer Financial Statements") fairly present the financial position of Buyer and its consolidated subsidiaries as of the date hereofdates thereof and the results of their operations and cash flows for the periods then ended in conformity with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) subject, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None case of the Parent Subsidiaries is required unaudited interim financial statements, to file reports with the SEC pursuant to the Exchange Actnormal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. (a) Parent Western has timely filed or furnished with the Commission all formsprospectuses, statements, documents proxy statements and reports together with any amendments (including all exhibits and schedules thereto and documents incorporated by reference therein) which were required under the Securities Act or the Exchange Act to be made filed with respect the Commission by Western since December 31, 1991, and will file all proxy statements and reports (including all exhibits and schedules thereto and documents incorporated by reference therein) required to be filed or furnished by it prior to the date hereof with the SEC since July 1, 2006 (the “Parent SEC Documents”) and has paid all fees and assessments due and payable. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (collectively, the “Subsequent Parent "Western SEC Documents”) will comply "). As of their respective dates, the Western SEC Documents filed with the Commission prior to the date hereof complied in all material respects, respects with the all material requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules Western SEC Documents to be filed with the Commission after the date hereof will so comply. Western has made available to BJ copies of all Western SEC Documents filed with the Commission prior to the date hereof and regulations promulgated thereunder, and none will deliver promptly to BJ after they are filed with the Commission all Western SEC Documents filed after the date hereof. None of the Parent Western SEC Documents contained, and the Subsequent Parent SEC Documents or will not contain, as of its date, any untrue statement of a material fact or omitted, or will omit, to state any a material fact required to be stated therein or necessary to make the statements thereinmade, in light of the circumstances under which they were made, or are to be made, not misleading. As The (i) audited fiscal year end consolidated balance sheets and related consolidated statements of operations, stockholders' equity and cash flows, including the notes thereto, together with the reports thereon of Western's independent public accountants, and (ii) unaudited interim consolidated balance sheets and the related unaudited interim consolidated statements of operations, stockholders' equity and cash flows, which are, or will be, included in Western SEC Documents or incorporated by reference therein, present, or will present, in accordance with the books and records of Western and its subsidiaries, fairly the financial position, results of income, cash flows and financial position of Western and its subsidiaries as of the date hereofdates and for the periods indicated and are, there are or will be, in conformity with generally accepted accounting principles, except, in the case of interim financial statements, for the lack of explanatory footnote disclosures required by generally accepted accounting principles, and subject to normal year end audit adjustments. Western's consolidated balance sheet at September 30, 1994 included in the Western SEC Documents is hereinafter called the "Latest Western Balance Sheet." There is no outstanding liability or unresolved comments obligation of any kind, whether accrued, absolute, fixed or contingent, of Western or any subsidiary of Western required by generally accepted accounting principles to be reflected or reserved against or otherwise disclosed in comment letters received from the SEC with respect Latest Western Balance Sheet which is not so reflected or reserved against of which the executive officers of Western have knowledge, that individually or in the aggregate is reasonably likely to have a Western Material Adverse Effect, except for normal year-end adjustments and other adjustments described in the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange ActLatest Western Balance Sheet.

Reports and Financial Statements. (ai) Parent Each of GBC and its Subsidiaries has timely filed or furnished all registration statements, prospectuses, reports, schedules, forms, statements, documents statements and reports together with any amendments required to be made with respect thereto required to be filed or furnished by it prior to the date hereof with the SEC since July 1, 2006 (the “Parent SEC Documents”) and has paid all fees and assessments due and payable. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respects, and all other documents required to be filed by Parent it with the SEC after since January 1, 2002 (collectively, including all exhibits thereto, the date hereof and "GBC SEC Reports"). No Subsidiary of GBC is required to file any form, report, registration statement, prospectus or other document with the SEC. None of the GBC SEC Reports, at the time it was filed (or, if amended or superseded by a filing prior to the Effective Time (date of this Agreement, then on the “Subsequent Parent SEC Documents”) will comply in all material respectsdate of such filing), with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, contained any untrue statement of a material fact or omitted, or will omit, omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As Included in Section 5.1(d)(i) of the GBC Disclosure Schedule are the consolidated balance sheet of GBC and its Subsidiaries as of December 31, 2004 and the related consolidated statements of income, cash flows and stockholders' equity for the year ended December 31, 2004 (such statements, together with the notes thereto, the "GBC 2004 Financial Statements"). Each of the GBC 2004 Financial Statements and each of the financial statements (including the related notes) included in the GBC SEC Reports fairly presents, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of GBC and its consolidated Subsidiaries as of the respective dates or for the respective periods set forth therein, all in conformity with generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of unaudited interim financial statements, to normal and recurring year-end adjustments. All GBC SEC Reports, as of their respective filing dates (and as of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect of any amendment to the Parent respective GBC SEC Documents. To Report), complied as to form in all material respects to the knowledge extent in effect at the time of Parentfiling, none of Parent reports is with the subject of ongoing SEC review. None applicable requirements of the Parent Subsidiaries is required to file reports with the SEC pursuant to Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the "Sarbanes Act") and the rules and regulations promulgated thereunder.

Reports and Financial Statements. (a) Parent Purchaser has timely filed or furnished heretofore made -------------------------------- available to SPE true and complete copies of all formsreports, registration statements, definitive proxy statements and other documents (in each case together with all amendments and reports supplements thereto) filed by Purchaser with the Commission since January 1, 2000 (such reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are collectively referred to as the "Purchaser --------- Commission Filings"). The Purchaser Commission Filings constitute all of the ------------------ documents (other than preliminary material) that Purchaser (or its predecessor) was required to be made with respect thereto required to be filed or furnished by it prior to the date hereof file with the SEC Commission since July 1, 2006 (the “Parent SEC Documents”) and has paid all fees and assessments due and payablesuch date. As of their respective dates, or, if amended, as each of the date of the last such amendment, Parent SEC Documents Purchaser Commission Filings complied in all material respects, and all documents required to be filed by Parent respects with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the applicable requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may beapplicable, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, Purchaser Commission Filings contained as of such date any untrue statement of a material fact or omitted, or will omit, omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As When filed with the Commission, the financial statements included in the Purchaser Commission Filings complied as to form in all material respects with the applicable rules and regulations of the Commission and were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto), and such financial statements fairly present the consolidated financial position of Purchaser and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to year-end audit adjustments, none of which are expected to be material in nature or amount. Except as disclosed in the Purchaser Commission Filings filed with the Commission prior to the date hereof, there are no outstanding since January 1, 2000 neither Purchaser nor any Subsidiary of Purchaser has incurred any liability or unresolved comments obligation of any kind which, in comment letters received from any case or in the SEC with respect aggregate, is material to the Parent SEC Documents. To the knowledge business, assets, results of Parentoperations or financial condition of Purchaser and its Subsidiaries, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange Acttaken as a whole.

Reports and Financial Statements. The Company has previously furnished Parent with true and complete copies of its (ai) Parent has timely Annual Reports on Form 10-K for the fiscal years ended December 31, 1994 and December 31, 1995, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, as filed with the Commission, (iii) proxy statements related to all meetings of its shareholders (whether annual or furnished special) since January 1, 1996 and (iv) all formsother reports or registration statements filed by the Company with the Commission since December 31, statements1995, except for preliminary material (in the case of clauses (iii) and (iv) above) and except for registration statements on Form S-8 relating to employee benefit plans, which are all the documents and reports together with any amendments that the Company was required to be made with respect thereto required to be filed or furnished by it prior to the date hereof file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC since July 1, 2006 (the “Parent SEC Documents”) and has paid all fees and assessments due and payableReports"). As of their respective dates, or, if amended, the Company SEC Reports complied as of the date of the last such amendment, Parent SEC Documents complied to form in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, respects with the requirements of the Securities Act, Act or the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent Commission thereunder applicable to such Company SEC Documents containedReports. As of their respective dates, and the Subsequent Parent Company SEC Documents will Reports did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As The audited consolidated financial statements and unaudited interim financial statements of the date hereof, there are no outstanding or unresolved comments Company included in comment letters received from the Company SEC Reports comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to thereto. The financial statements included in the Parent Company SEC Documents. To Reports: have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the knowledge of Parentnotes thereto); present fairly, none of Parent reports is in all material respects, the subject of ongoing SEC review. None financial position of the Parent Company and its Subsidiaries is required as at the dates thereof and the results of their operations and cash flow for the periods then ended subject, in the case of the unaudited interim financial statements, to file reports normal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the SEC pursuant to Exchange Act and the Exchange Actrules promulgated thereunder; and are in all material respects, in accordance with the books of account and records of the Company and its Subsidiaries.

Reports and Financial Statements. (a) Parent has timely Each form, report, statement or schedule and other document filed or furnished publicly by Parent with the SEC since January 1, 2013 is publicly available at xxx.xxx.xxx (collectively, the “Parent Reports”). The Parent Reports include all forms, statements, of the documents and reports together with any amendments required to be made with respect thereto required to be filed or furnished publicly by it prior to the date hereof Parent under Section 13 or subsections (a) or (c) of Section 14 of the Exchange Act with the SEC since July from January 1, 2006 (2013 through the “Agreement Date. The Parent SEC Documents”) Reports were prepared in accordance with the applicable requirements of the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act, and, in each case, the rules and has paid regulations promulgated thereunder and complied in all fees material respects with the requirements of the Exchange Act and assessments due the rules and payableregulations thereunder when filed. As of their respective dates, orand, if amended, as of the date of the last each such amendment, Parent SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will Reports did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As The financial statements of the date hereof, there are no outstanding or unresolved comments Parent included in comment letters received from the Parent Reports (i) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect to thereto when filed, (ii) were prepared in accordance with GAAP (except, in the Parent SEC Documents. To case of unaudited financial statements, as permitted by the knowledge SEC) applied on a consistent basis throughout the periods covered thereby (except as may be indicated therein or in the notes thereto, and in the case of Parentquarterly financial statements, none as permitted by Regulation S-X promulgated by the SEC), and (iii) fairly present in all material respects the consolidated financial condition, results of operations and cash flows of Parent reports is the subject of ongoing SEC review. None and its Subsidiaries as of the Parent Subsidiaries is required respective dates thereof and for the periods referred to file reports with therein (subject, in the SEC pursuant case of unaudited quarterly financial statements, to the Exchange Actnormal year-end adjustments).

Reports and Financial Statements. (a) Parent The Company has timely filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, documents statements and reports together with any amendments required to be made with respect thereto required to be filed or furnished by it prior to the date hereof with the SEC since July 1, 2006 (the “Parent SEC Documents”) and has paid all fees and assessments due and payable. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respects, and all other documents required to be filed by Parent it with the Securities and Exchange Commission (the "SEC") (collectively, including all exhibits thereto, the "COMPANY SEC after REPORTS"). None of the date hereof and Company SEC Reports, as of their respective dates (and, if amended or superseded by a filing prior to the Effective Time (date of this Agreement or the “Subsequent Parent SEC Documents”) will comply in all material respectsClosing Date, with then on the requirements date of the Securities Actsuch filing), the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, contained any untrue statement of a material fact or omitted, omitted or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As Each of the financial statements (including the related notes) included in the Company SEC Reports presents fairly, in all material respects, the financial position and results of operations and cash flows of the Company as of the respective dates or for the respective periods set forth therein, all in conformity with United States generally accepted accounting principles ("GAAP") consistently applied during the periods involved except as otherwise noted therein, and subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments that have not been and are not expected to be material in amount. All of such Company SEC Reports, as of their respective dates (and as of the date of any amendment to the respective Company SEC Report), complied as to form in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Except as disclosed in the Company SEC Reports filed prior to the date hereof, there since June 30, 2000, (i) the Company has not incurred any liabilities that are no outstanding or unresolved comments in comment letters received from the SEC with respect of a nature that would be required to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None be disclosed on a balance sheet of the Parent Subsidiaries is required Company or the footnotes thereto prepared in conformity with GAAP, other than (x) liabilities incurred in the ordinary course of business or (y) liabilities that, in the aggregate, would not reasonably be expected to file reports with have a material adverse effect on the SEC pursuant Company and (ii) there have not been any changes, circumstances or events which, in the aggregate, have had, or would reasonably be expected to have, a material adverse effect on the Exchange ActCompany.

Reports and Financial Statements. (a) Parent has timely filed or furnished all forms, statements, documents and reports together with any amendments The filings required to be made with respect thereto required to be filed by the Company or furnished by it prior to the date hereof with the SEC any of its subsidiaries since July 1December 31, 2006 (the “Parent SEC Documents”) and has paid all fees and assessments due and payable. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, 1999 under the Exchange Act and applicable state laws and regulations have been filed with the Xxxxxxxx-Xxxxx ActSEC and the Secretary of State of the State of Delaware, as the case may be, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the applicable appropriate statutes and the rules and regulations promulgated thereunder. The Company has made available to DGAC a true and complete copy of each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) filed by the Company or any of its subsidiaries with the SEC since December 31, 1999 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will (ii) did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As Each of the date hereofaudited consolidated financial statements and unaudited interim financial statements (including, there are no outstanding or unresolved comments in comment letters received from each case, the notes, if any, thereto) included in the Company SEC Reports (collectively, the "Company Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("U.S. GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None unaudited statements as permitted by Form 10-Q of the Parent Subsidiaries SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments) the consolidated financial position of the Company as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of the Company is required to file reports with treated as a consolidated subsidiary of the SEC pursuant to Company in the Exchange ActCompany Financial Statements for all periods covered thereby.

Reports and Financial Statements. (a) Parent Since January 1, 2013, or the date of organization or acquisition if later, each NCC Company has timely filed or furnished all forms, reports and statements, documents and reports together with any amendments required to be made with respect thereto thereto, that it was required to be filed file with (i) the SEC, including, but not limited to, Forms 10-K, Forms 10-Q, Forms 8-K, and proxy statements, (ii) other Regulatory Authorities, and (iii) any applicable state securities or furnished by it prior to the date hereof with the SEC since July 1, 2006 (the “Parent SEC Documents”) and has paid all fees and assessments due and payablebanking authorities. As of their respective dates, oreach of such reports and documents, if amendedincluding the NCC Financial Statements, as of the date of the last such amendmentexhibits, Parent SEC Documents and schedules thereto, complied in all material respectsrespects with all applicable Laws, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respectsincluding, with the requirements of without limitation, the Securities ActLaws. As of its respective date, the Exchange Act each such report and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will document did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, or are to be made, not misleading. As The NCC Financial Statements included in such reports (as of the dates thereof and for the periods covered thereby) (A) are, or if dated after the date hereofof this Agreement, there will be, in accordance with the books and records of the NCC Companies, which are no outstanding or unresolved comments will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in comment letters received from accordance with good business practices, (B) present, or will present, fairly in all material respects the consolidated financial position of the NCC Companies as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows of the NCC Companies for the periods indicated, and (C) have been or will have been, as the case may be, prepared in all material respects in accordance with GAAP, which principles have been consistently applied during the periods involved (subject to exceptions specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal year-end adjustments that are not material). Xxxxxx Xxxxxx Xxxxx, LLC is a registered public accounting firm and throughout the periods covered by the financial statements filed by NCC with the SEC has been “independent” with respect to NCC within the Parent SEC Documents. To meaning of Regulation S-X under the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange 1934 Act.

Reports and Financial Statements. The filings required to be made by Parent and its Subsidiaries since January 1, 1996 under the Securities Act, the Exchange Act, the Federal Power Act (a) Parent has timely the "Power Act"), the Natural Gas Act (the "Gas Act"), the Natural Gas Policy Act (the "NGPA"), the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), or any applicable state laws, rules or regulations have been filed with the Securities and Exchange Commission (the "SEC"), the applicable public utility regulatory authorities or furnished the FERC, as the case may be, including all forms, statements, documents reports, agreements (oral or written) and reports together all documents, exhibits, amendments and supplements appertaining thereto, and Parent has complied in all material respects with any amendments required to be all applicable requirements of the appropriate act and the rules and regulations thereunder. Parent has made with respect thereto required to be filed or furnished by it prior available to the date hereof Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement filed by Parent with the SEC since July January 1, 2006 1996 (as such documents have since the “time of their filing been amended, the "Parent SEC Documents”) and has paid all fees and assessments due and payableReports"). As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied Reports (i) complied, or with respect to those not yet filed, will comply, in all material respects, and all documents required to be filed by Parent respects with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the applicable requirements of the Securities Act, Act and the Exchange Act and the Xxxxxxxx-Xxxxx Act(ii) did not, as the case may beor with respect to those not yet filed, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As The audited consolidated financial statements and unaudited interim financial statements of Parent included in the date hereofParent SEC Reports (collectively, there are no outstanding the "Parent Financial Statements") have been, or unresolved comments in comment letters received from the SEC with respect to those not yet filed, will be prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form l0-Q of the SEC) and fairly present, or with respect to those not yet filed, will fairly present the financial position of Parent as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. Notwithstanding the foregoing, no representation or warranty is being made in this Section 3.5 with respect to information furnished in writing by the Company specifically for inclusion in any Parent SEC Documents. To Report filed after the knowledge of Parent, none of Parent reports is the subject of ongoing date hereof or with respect to any Company SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange ActReport (as hereinafter defined) incorporated therein by reference.

Reports and Financial Statements. (a) Parent has timely Except as set forth in Section 7.5 of the Western Resources Disclosure Schedule, the filings required to be made by Western Resources, KGE and the Western Resources Subsidiaries since January 1, 1994 under the Securities Act, the Exchange Act, the 1935 Act, the Power Act, the Atomic Energy Act, and applicable state public utility laws and regulations have been filed with the SEC, the FERC, the NRC or furnished the appropriate state public utilities commission, as the case may be, including all forms, statements, documents reports, agreements (oral or written) and reports together all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with any amendments required all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such filings the failure of which to be have been made with respect thereto required or to be so comply would not result in a Western Resources Material Adverse Effect. "Western Resources SEC Reports" shall mean each report, schedule, registration statement and definitive proxy statement filed or furnished by it prior to the date hereof with the SEC by Western Resources and KGE pursuant to the require- ments of the Securities Act or Exchange Act since July January 1, 2006 (1994, as such documents have since the “Parent SEC Documents”) and has paid all fees and assessments due and payabletime of their filing been amended. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent Western Resources SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will Reports did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As The audited consolidated financial statements and unaudited interim financial statements of Western Resources included in the Western Resources SEC Reports (collectively, the "Western Resources Financial Statements") have been prepared in accordance with GAAP (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of Western Resources and KGE as of the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the Western Resources Articles, Western Resources' By-Laws, the articles of incorporation of KGE and the by-laws of KGE, as in effect on the date hereof, there are no outstanding included (or unresolved comments incorporated by reference) in comment letters received from the Western Resources SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange ActReports.

Reports and Financial Statements. (aExcept as set forth in Section 3.2(d) Parent of the NetGenesis Disclosure Schedule, NetGenesis has timely filed or furnished all required registration statements, prospectuses, reports, schedules, forms, statements, documents statements and reports together with any amendments required to be made with respect thereto required to be filed or furnished by it prior to the date hereof with the SEC since July 1, 2006 (the “Parent SEC Documents”) and has paid all fees and assessments due and payable. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respects, and all other documents required to be filed by Parent it with the SEC after during the period from March 31, 2000 to the date hereof and prior of this Agreement (collectively, including all exhibits thereto, the "NetGenesis SEC Reports"). No Subsidiary of NetGenesis is required to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respectsfile any form, report, registration statement or prospectus or other document with the requirements SEC. None of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx ActNetGenesis SEC Reports, as of their respective dates (and, if amended or superseded by a later-dated document filed by NetGenesis with the case may beSEC, and then on the applicable rules and regulations promulgated thereunderdate of such filing), and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents contained or will not contain, contain any untrue statement of a material fact or omitted, omitted or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As Each of the financial statements included in the NetGenesis SEC Reports (other than any of such financial statements which were identified as having been prepared on a "pro forma" or "as adjusted" basis) presents fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of NetGenesis and its consolidated Subsidiaries as of the respective dates of and for the respective periods covered by each of such financial statements. Except as otherwise noted therein and, subject, in the case of the unaudited interim financial statements, to the absence of notes and normal year-end adjustments, all of the financial statements (other than any such financial statements which were identified as having been prepared on a "pro forma" or "as adjusted" basis) included in the NetGenesis SEC Reports were prepared in conformity with GAAP consistently applied, except as otherwise noted therein, during the periods covered. Each such NetGenesis SEC Report, as of its respective date (and as of the date hereofof any subsequent amendment to any previously filed NetGenesis SEC Report), there are no outstanding or unresolved comments complied in comment letters received from all material respects with the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None applicable requirements of the Parent Subsidiaries is required to file reports with the SEC pursuant to Securities Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such NetGenesis SEC Report.

Reports and Financial Statements. (a) Parent Each Purchaser has timely filed or furnished all formsobtained copies of the Company's 2001 Annual Report, statementsincluding Form 10-KSB, documents and reports together with any amendments required to be made with respect thereto required to be filed or furnished by it prior to for the date hereof year ended December 31, 2000, the Company's Proxy Statement in connection with the SEC since July 2001 Annual Meeting of Stockholders, the Company's press releases from January 1, 2006 2001 forward, the Company's quarterly report on Form 10-Q for the period ended September 30, 2001, and current reports on Form 8-K dated June 8, 2001 and December 6, 2001, respectively filed by the Company with the Securities and Exchange Commission (the “Parent "SEC"), (collectively with all filings of the Company with the SEC, the "SEC Documents”) and has paid all fees and assessments due and payableReports"). As of their respective filing dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied Reports were prepared in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply respects in all material respects, accordance with the requirements of the Securities Act or the 1934 Securities Exchange Act, as amended (the "Exchange Act and the Xxxxxxxx-Xxxxx Act"), as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents containedthereunder applicable to such SEC Reports. The SEC Reports, and the Subsequent Parent SEC Documents will when read as a whole, as updated herein , do not contain, contain any untrue statement statements of a material fact or omitted, or will omit, and do not omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As The audited consolidated financial statements and unaudited interim financial statements of the date hereof, there are no outstanding or unresolved comments Company included in comment letters received from the SEC Reports have been prepared in accordance with respect to United States generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the Parent SEC Documents. To notes thereto) and fairly present, in all material respects, the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None financial position of the Parent Subsidiaries is required Company as at the dates thereof and the results of its operations and cash flows for the periods then ended subject, in the case of the unaudited interim financial statements, to file reports with normal year-end adjustments and any other adjustments described in such financial statements. Each Purchaser has also reviewed a copy of the SEC pursuant to the Exchange ActCompany's private placement memorandum dated February 20, 2002.

Reports and Financial Statements. By signing this Agreement, each Lender: (a) Parent has timely filed agrees to furnish the Administrative Agent, at such frequency as the Administrative Agent may reasonably request, with a summary of all Additional Secured Obligations due or furnished all forms, statements, documents and reports together to become due to such Lender. In connection with any amendments distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Additional Secured Obligations unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be delivered by the Borrower hereunder and all commercial finance examinations and appraisals of the Collateral received by the Administrative Agent (collectively, the “Reports”); (c) agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Administrative Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (d) agrees to keep all Reports confidential in accordance with the provisions of Section 11.07 hereof; and (e) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Administrative Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made with respect thereto required to be filed or furnished by it prior may make to the date hereof with Borrower, or the SEC since July 1indemnifying Xxxxxx’s participation in, 2006 or the indemnifying Lender’s purchase of, a Loan or Loans; and (the “Parent SEC Documents”ii) to pay and has paid all fees and assessments due and payable. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respectsprotect, and all documents required to be filed by Parent with indemnify, defend, and hold the SEC after the date hereof Administrative Agent and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Actany such other Lender preparing a Report harmless from and against, the Exchange Act claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Xxxxxxxx-Xxxxx Act, Administrative Agent and any such other Lender preparing a Report as the case may be, and direct or indirect result of any third parties who might obtain all or part of any Report through the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleadingindemnifying Lender. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange Act.ARTICLE X CONTINUING GUARANTY 10.01

Reports and Financial Statements. The filings required to be made by KCPL and the KCPL Subsidiaries since January 1, 1994 under the Securities Act of 1933, as amended (athe "Securities Act"); the Securities Exchange Act of 1934, as amended (the "Exchange Act"); the 1935 Act; the Federal Power Act (the "Power Act"); the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act") Parent has timely and applicable state public utility laws and regulations have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission ("NRC") or furnished the appropriate state public utilities commission, as the case may be, including all forms, statements, documents reports, agreements (oral or written) and reports together all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with any amendments required all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such filings the failure of which to be have been made with respect thereto required or to be so comply would not result in a KCPL Material Adverse Effect. "KCPL SEC Reports" shall mean each report, schedule, registration statement and definitive proxy statement filed or furnished by it prior to the date hereof with the SEC by KCPL pursuant to the requirements of the Securities Act or Exchange Act since July January 1, 2006 1994 (as such documents have since the “Parent SEC Documents”) and has paid all fees and assessments due and payabletime of their filing been amended). As of their respective dates, or, if amended, as of the date of the last such amendment, Parent KCPL SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will Reports did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As The audited consolidated financial statements and unaudited interim financial statements of KCPL included in the KCPL SEC Reports (collectively, the "KCPL Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of KCPL as of the dates thereof and the results of its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the Restated Articles of Consolidation and by-laws of KCPL, as in effect on the date hereof, there are no outstanding included (or unresolved comments incorporated by reference) in comment letters received from the KCPL SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange ActReports.

Reports and Financial Statements. (a) Parent Each Seller has timely filed or furnished with the SEC all forms, statements, reports and documents (including all exhibits, post-effective amendments and reports together with any amendments required to be made with respect thereto required to be filed or furnished by it prior to the date hereof with the SEC since July 1, 2006 (the “Parent SEC Documents”supplements thereto) and has paid all fees and assessments due and payable. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements it under each of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable respective rules and regulations promulgated thereunder, and none all of which, as amended if applicable, complied when filed in all material respects with all applicable requirements of the appropriate act and the rules and regulations thereunder. Each Seller has previously delivered to Parent SEC Documents containedcopies (including all exhibits, post-effective amendments and supplements thereto) of its (a) Annual Reports on Form 10-K for the fiscal year ended December 31, 1996 and for the two immediately preceding fiscal years, as filed with the SEC, (b) proxy and information statements relating to (i) all meetings of its stockholders (whether annual or special) and (ii) actions by written consent in lieu of a stockholders' meeting from January 1, 1994, until the date hereof, and (c) all other reports and registration statements filed by each Seller with the Subsequent Parent SEC Documents will since January 1, 1994 (the documents referred to in clauses (a), (b) and (c) filed prior to the date hereof are collectively referred to as the "SELLERS SEC REPORTS"). The Sellers SEC Reports are identified on the Sellers Disclosure Schedule. As of their respective dates, the Sellers SEC Reports did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, or are to be made, not misleading. As The audited consolidated financial statements and unaudited interim consolidated financial statements of each Seller included in such reports (collectively, the "SELLERS FINANCIAL STATEMENTS") have been prepared in accordance with GAAP applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present the financial position of each Seller and their respective Subsidiaries as of the date hereofdates thereof and the results of their operations and changes in financial position for the periods then ended, there are no outstanding or unresolved comments subject, in comment letters received from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None case of the Parent Subsidiaries is required unaudited interim financial statements, to file reports with the SEC pursuant to the Exchange Actnormal year-end and audit adjustments and any other adjustments described therein.

Reports and Financial Statements. (a) Parent Alloy has timely filed or furnished heretofore made -------------------------------- available to LDI true and complete copies of all formsreports, registration statements, definitive proxy statements and other documents (in each case together with all amendments and reports supplements thereto) filed by Alloy with the Commission since March 1, 2000 (such reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are sometimes collectively referred to as the "Alloy Commission Filings"). The Alloy Commission Filings constitute all of the documents (other than preliminary material) that Alloy was required to be made with respect thereto required to be filed or furnished by it prior to the date hereof file with the SEC Commission since July 1, 2006 (the “Parent SEC Documents”) and has paid all fees and assessments due and payablesuch date. As of their respective dates, or, if amended, as each of the date of the last such amendment, Parent SEC Documents Alloy Commission Filings complied in all material respects, and all documents required to be filed by Parent respects with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the applicable requirements of the Securities Act, the Securities Exchange Act and the Xxxxxxxx-Xxxxx Actof 1934, as amended (the case may be"Exchange Act"), and the applicable rules and regulations promulgated thereunderunder each such Act, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, Alloy Commission Filings contained as of such date any untrue statement of a material fact or omitted, or will omit, omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As When filed with the Commission, the financial statements included in the Alloy Commission Filings complied as to form in all material respects with the applicable rules and regulations of the Commission and were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto), and such financial statements fairly present the consolidated financial position of Alloy and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to year-end audit adjustments, none of which are expected to be material in nature or amount. Since May 14, 1999, except as disclosed in the Alloy Commission Filings filed with the Commission prior to the date hereof, there are no outstanding as of the date hereof neither Alloy nor any Subsidiary of Alloy has incurred any liability or unresolved comments obligation of any kind which, in comment letters received from any case or in the SEC with respect aggregate, is material to the Parent SEC Documents. To the knowledge business, assets, results of Parentoperations or financial condition of Alloy and its Subsidiaries, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange Acttaken as a whole.

Reports and Financial Statements. By signing this Agreement, each Lender: (a) Parent has timely filed agrees to furnish the Agent with a summary of all Other Liabilities due or furnished all forms, statements, documents and reports together to become due to such Lender. In connection with any amendments distributions to be made hereunder, the Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Agent furnish such Lender, promptly after they become available, copies of all Borrowing Base Certificates and financial statements required to be made with respect thereto required to be filed delivered by the Lead Borrower hereunder and all commercial finance examinations and appraisals of the Collateral received by the Agent (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Agent makes no representation or furnished by it prior warranty as to the date hereof accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agent or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the SEC since July 1provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, 2006 agrees: (i) to hold the “Parent SEC Documents”Agent and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and has paid all fees and assessments due and payable. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respectsprotect, and all documents required to be filed by Parent with indemnify, defend, and hold the SEC after the date hereof Agent and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Actany such other Lender preparing a Report harmless from and against, the Exchange Act and the Xxxxxxxx-Xxxxx Actclaims, as the case may beactions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the applicable rules Agent and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange Act.-139- 6245414.1

Reports and Financial Statements. (a) Parent Since January 1, 1994, or such earlier date as EnSys was obligated to file such documents, EnSys has timely filed or furnished all forms, statementsreports and documents with the SEC required to be filed be it pursuant to the 1933 Act and the Securities Exchange Act of 1934, as amended (the "1934 Act") and the SEC rules and regulations thereunder, and all such forms, reports and documents filed with the SEC have complied in all material respects with all applicable requirements of the federal securities laws and the SEC rules and regulations promulgated thereunder. Attached hereto as Schedule 4.7 are true, correct and complete copies of all forms, reports, documents, and amendments thereto and other filings filed by EnSys with the SEC for the periods covering from January 1, 1995 to the date hereof (such forms, reports, documents and reports other filings, together with any amendments required thereto, are collectively referred to be made herein as the "SEC Filings"). The SEC Filings attached hereto include EnSys' audited consolidated balance sheets as of December 31, 1994 and 1995 and the related statements of operations, stockholders' equity and cash flows for the years then ended (herein collectively referred to as the "EnSys Financial Statements"), audited by KPMG Peat Marwick LLP, EnSys' independent certified public accountants, each of which EnSys Financial Statements have been prepared in accordance with respect thereto required to be filed or furnished by it prior to GAAP applied on a consistent basis and fairly present in accordance with GAAP the date hereof with the SEC since July 1, 2006 (the “Parent SEC Documents”) and has paid all fees and assessments due and payable. As financial position of their respective dates, or, if amended, EnSys as of the date of such EnSys Financial Statements and the last such amendmentresults of its operations for the periods covered thereby, Parent subject only to the matters described in the accountant's report attached thereto. The SEC Documents complied Filings attached hereto also include EnSys' unaudited interim financial statements consisting of a consolidated balance sheet as of June 30, 1996 and a consolidated income statement and statement of cash flows for the six month period then ended (the "EnSys Interim Financial Statements"). The EnSys Interim Financial Statements are in all material respectsaccordance with the books and records of EnSys, were prepared in accordance with GAAP applied on a consistent basis, except as set forth on Schedule 4.7(a), and all documents required to be filed by Parent fairly present in accordance with GAAP the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements financial position of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, EnSys as the case may be, and the applicable rules and regulations promulgated thereunder, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, any untrue statement of a material fact or omitted, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from thereof and the SEC with respect to results of its operations for the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange Actperiods covered thereby.

Reports and Financial Statements. By signing this Agreement, each Lender (and with respect to clause (a), each Secured Party): (a) Parent has timely filed agrees to furnish the Administrative Agent at its written request, and at such frequency as the Administrative Agent may reasonably request in writing, with a summary of all Obligations of any Loan Party arising under any Secured Hedge Agreement and all Cash Management Obligations due or furnished to become due to such Lender or its Affiliates or branches; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all forms, statements, documents financial statements (and reports together with any amendments other information) required to be made with respect thereto required to be filed or furnished delivered by it prior to the date hereof with Borrowers under Section 7.1 and Section 7.2, all commercial finance examinations and appraisals of the SEC since July 1Collateral received by the Administrative Agent (collectively, 2006 (the “Parent SEC DocumentsReports”) and has paid all fees and assessments due and payable. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be), and the applicable rules and regulations promulgated thereunder, and none of notices delivered by the Parent SEC Documents containedBorrowers under Section 7.3, and the Subsequent Parent SEC Documents Administrative Agent agrees to furnish the same promptly to the Lenders (which Reports may be furnished in accordance with the penultimate paragraph of Section 6.1); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Administrative Agent or any other party performing any audit or examination will not containinspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 12.17 hereof; and (f) without limiting the generality of any untrue statement of other indemnification provision contained in this Agreement, agrees: (i) to hold the Administrative Agent and any such other Lender preparing a material fact Report harmless from any action the indemnifying Lender may take or omittedconclusion the indemnifying Lender may reach or draw from any Report in connection with any credit extensions that the indemnifying Lender has made or may make to the Borrowers, or will omitthe indemnifying Lender’s participation in Swing Loans and Letters of Credit, to state any material fact required to be stated therein or necessary to make the statements thereinindemnifying Lender’s purchase of, in light Loans of the circumstances under which they were madeBorrowers; and (ii) to pay and protect, and indemnify, defend, and hold the Administrative Agent and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Administrative Agent and any such other Lender preparing a Report as the direct or are to be made, not misleading. As indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender in violation of the date terms hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange Act.SECTION 11.17

Reports and Financial Statements. (a) Parent LDI has timely filed or furnished heretofore made -------------------------------- available to Alloy true and complete copies of all formsreports, registration statements, definitive proxy statements and other documents (in each case together with all amendments and reports supplements thereto) filed by LDI or its predecessor with the Commission since January 1, 1999 (such reports, registration statements, definitive proxy statements and other documents, together with any amendments and supplements thereto, are sometimes collectively referred to as the "LDI Commission Filings"). The LDI Commission Filings constitute all of the documents (other than preliminary material) that LDI (or its predecessor) was required to be made with respect thereto required to be filed or furnished by it prior to the date hereof file with the SEC Commission since July 1, 2006 (the “Parent SEC Documents”) and has paid all fees and assessments due and payablesuch date. As of their respective dates, or, if amended, as each of the date of the last such amendment, Parent SEC Documents LDI Commission Filings complied in all material respects, and all documents required to be filed by Parent respects with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable rules and regulations promulgated thereunderunder each such Act, and none of the Parent SEC Documents contained, and the Subsequent Parent SEC Documents will not contain, LDI Commission Filings contained as of such date any untrue statement of a material fact or omitted, or will omit, omitted to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As When filed with the Commission, the financial statements included in the LDI Commission Filings complied as to form in all material respects with the applicable rules and regulations of the Commission and were prepared in accordance with generally accepted accounting principles (as in effect from time to time) applied on a consistent basis (except as may be indicated therein or in the notes or schedules thereto), and such financial statements fairly present the consolidated financial position of LDI and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to year-end audit adjustments, none of which are expected to be material in nature or amount. Since September 30, 1999, except as disclosed in the LDI Commission Filings filed with the Commission prior to the date hereof, there are no outstanding as of the date hereof neither LDI nor any Subsidiary of LDI has incurred any liability or unresolved comments obligation of any kind which, in comment letters received from any case or in the SEC with respect aggregate, is material to the Parent SEC Documents. To the knowledge business, assets, results of Parentoperations or financial condition of LDI and its Subsidiaries, none of Parent reports is the subject of ongoing SEC review. None of the Parent Subsidiaries is required to file reports with the SEC pursuant to the Exchange Acttaken as a whole.

Reports and Financial Statements. (a) Parent At least since January 1, 2001, MSG has timely filed or furnished with the SEC all material forms, statements, reports and documents (including all exhibits, amendments and reports together with any amendments required to be made with respect thereto required to be filed or furnished by it prior to the date hereof with the SEC since July 1, 2006 (the “Parent SEC Documents”supplements thereto) and has paid all fees and assessments due and payable. As of their respective dates, or, if amended, as of the date of the last such amendment, Parent SEC Documents complied in all material respects, and all documents required to be filed by Parent with the SEC after the date hereof and prior to the Effective Time (the “Subsequent Parent SEC Documents”) will comply in all material respects, with the requirements it under each of the Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and the Xxxxxxxx-Xxxxx Act, as the case may be, and the applicable respective rules and regulations promulgated thereunder, and none all of which, as amended if applicable, complied in all material respects with all applicable requirements of the Parent SEC Documents containedappropriate act and the rules and regulations thereunder. MSG has previously made available to the Company and the Shareholders copies of MSG's (a) Annual Reports on Form 10-K as filed with the SEC, (b) proxy and information statements relating to (i) any meetings of its shareholders (whether annual or special) and (ii) actions by written consent in lieu of a shareholders' meeting, each from January 1, 2001 until the date hereof, and (c) all other reports, including quarterly reports, or registration statements filed by MSG with the Subsequent Parent SEC, in each case, since January 1, 2001 (the documents referred to in clauses (a), (b) and (c), together with any exhibits, any amendments thereto, and any information incorporated by reference therein, are collectively referred to as the "MSG SEC Documents will Reports"). At the time of filing, the MSG SEC Reports did not contain, contain any untrue statement of a material fact or omitted, or will omit, omit to state any a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading. As The audited financial statements and unaudited interim financial statements of MSG included in MSG SEC Reports (collectively, the "MSG Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the financial position of MSG and its subsidiaries as of the date hereofdates thereof and the results of their operations and changes in financial position for the periods then ended, there are no outstanding or unresolved comments subject, in comment letters received from the SEC with respect to the Parent SEC Documents. To the knowledge of Parent, none of Parent reports is the subject of ongoing SEC review. None case of the Parent Subsidiaries is required unaudited interim financial statements, to file reports with the SEC pursuant to the Exchange Actnormal year-end audit adjustments and any other adjustments described therein.