Dynegy (DYN)

5

Section 3.10 Taxes.

(a) To the best of Seller’s Knowledge, (i) all Tax Returns required to be filed have been timely filed or caused to be timely filed by the Company, (ii) all Taxes shown to be due on such Tax Returns and all Taxes otherwise owed have been paid in full, and (iii) such Tax Returns are correct as to all material matters. No written notice of deficiency or assessment or threatening an audit relating to Taxes has been received by the Company from any taxing authority with respect to liabilities for Taxes of such Company that have not been fully paid or finally settled or that are not being contested through appropriate proceedings. Except as set forth on part (a) of Schedule 3.10, there are no outstanding agreements or waivers extending the applicable statutory periods of limitation relating to Taxes of the Company for any period.

(b) Except as set forth on part (b) of Schedule 3.10, the Company is not liable for any Taxes of another person as a successor, transferee, by indemnity, by contract or otherwise (except for any liability pursuant to Treas. Reg. 1.1502-6 or any similar provision of state or local Tax law for a member of an Affiliated Group the common parent of which is Dynegy Inc.).

(c) As of the Closing Date, the Company will be taxed and characterized for U.S. federal income tax purposes as a partnership.

Section 3.11 Brokers. No broker, finder or other Person is entitled to any brokerage fees, commissions, or finder’s fees in connection with the transaction contemplated hereby by reason of any action taken by Seller or its Affiliates, except that Seller has employed J.P. Morgan Securities Inc. as its financial advisors pursuant to engagement letters with Seller and Seller shall be liable for all amounts payable to J.P. Morgan pursuant to such engagement letters.

Section 3.12 Insurance. All material policies of fire, liability and other forms of insurance purchased or held by, for the benefit of, and insuring the Company or their respective assets, businesses, operations, or employees are valid, enforceable, in full force and effect, all premiums with respect thereto covering all periods up to and including the date hereof have been paid, and no notice of termination, non-renewal, or denial has been received with respect to any such policy that was not replaced on substantially similar terms prior to the date of such cancellation.