Common use of Financial Information, Reports, Notices Clause in Contracts

Financial Information, Reports, Notices. Except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien of the Lease Indenture Trustee has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRG, consolidated balance sheets of NRG (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of NRG (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer of NRG with responsibility for financial matters; (b) as soon as available and in any event within one-hundred-and-twenty (120) days after the end of each Fiscal Year of NRG, a copy of the annual audited report for such Fiscal Year for NRG (which will include results for its Consolidated Subsidiaries), including therein consolidated balance sheets of NRG (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Year and consolidated statements of income and cash flows of NRG (which will include results for its Consolidated Subsidiaries) for such Fiscal Year, and accompanied by the opinion of KPMG LLP other internationally recognized independent auditors selected by NRG, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of NRG obtains knowledge of the occurrence of (i) each Lease Event of Default or (ii) any default under any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereof, if such event could reasonably be expected to result in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination and the action which NRG or such subsidiary of NRG has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within ten (10) Business Days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) or (ii) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 3.2(d) hereof, notice thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee, copies of all non-privileged documentation relating thereto; (e) immediately upon becoming aware of the institution of any steps by NRG or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG with respect to any post-retirement Welfare Plan benefit, which has a Material Adverse Effect on NRG notice thereof and copies of all documentation relating thereto; (f) promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of NRG, or compliance with the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee may reasonably request.

Financial Information, Reports, Notices. Except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG EME shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien of the Lease Indenture Trustee has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeTrustees: (a) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGEME, consolidated balance sheets of NRG EME (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of NRG EME (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer of NRG EME with responsibility for financial matters; (b) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGEME, a copy of the annual audited report for such Fiscal Year for NRG EME (which will include results for its Consolidated Subsidiaries), including therein consolidated balance sheets of NRG EME (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Year and consolidated statements of income and cash flows of NRG EME (which will include results for its Consolidated Subsidiaries) for such Fiscal Year, and accompanied by the opinion of KPMG LLP Xxxxxx Xxxxxxxx & Co. or other internationally recognized independent auditors selected by NRGEME, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) for so long as any Certificates remain outstanding, unless EME is at the time subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, to holders of Certificates, Certificate Owners (as defined in the Pass Through Trust Agreements) and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act; (d) following the effectiveness of any registration statement pursuant to the Registration Rights Agreement, whether or not required by the rules and regulations of the Securities and Exchange Commission (the "SEC"), EME shall maintain its status as a reporting company under the Exchange Act and file a copy of all such information and reports with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make such information available to the Lease Financing Parties upon request, unless otherwise provided in the Operative Documents and so long as the requirements of SECTION 3.4 of the Facility Lease are complied with; (e) concurrently with the delivery of the financial statements referred to in SECTION 7.1(a), a certificate, executed by an Authorized Officer of EME with responsibility for financial matters, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustees) compliance with the financial covenant set forth in SECTION 4.09 of the EME OP Guarantee; (f) as soon as possible and in any event within ten (10) five Business Days after any Authorized Officer of NRG EME obtains knowledge of the occurrence of (i) each Lease Event of Default or (ii) any default under any other material agreement to which NRG EME or any of its subsidiaries is a party or any termination thereof, if such event could reasonably be expected to result in a Material Adverse Effect on NRGEME, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination and the action which NRG EME or such subsidiary of NRG EME has taken and proposes to take with respect thereto; (dg) as soon as possible and in any event within ten (10) five Business Days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(dSECTION 3.2(h) or (ii) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 3.2(dSECTION 3.2(h) hereof, notice thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeTrustees, copies of all non-privileged documentation relating thereto; (eh) immediately upon becoming aware of the institution of any steps by NRG EME or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG EME furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG EME or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG EME with respect to any post-retirement Welfare Plan benefit, which has a Material Adverse Effect on NRG EME notice thereof and copies of all documentation relating thereto; (fi) as soon as known, any changes in EME's Debt Rating by Xxxxx'x or S&P or any other rating agency which maintains a Debt Rating on EME; (j) promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of NRGEME, or compliance with the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee Trustees may reasonably request.

Financial Information, Reports, Notices. Except The Borrower will furnish, or will cause to be furnished, to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien Administrative Agent copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGeach Financial Reporting Person, consolidated balance sheets of NRG (which will include results for such Financial Reporting Person and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of NRG (which will include results for such Financial Reporting Person and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer authorized officer of NRG such Financial Reporting Person with responsibility for financial mattersmatters that such information is fairly stated in all material respects using GAAP; (b) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGeach Financial Reporting Person, a copy of the annual audited audit report for such Fiscal Year for NRG (which will include results for such Financial Reporting Person and its Consolidated Subsidiaries), including therein consolidated balance sheets of NRG (which will include results for such Financial Reporting Person and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Year and consolidated statements of income and cash flows of NRG (which will include results for such Financial Reporting Person and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Year, and accompanied by the unqualified opinion of KPMG Pricewaterhouse Coopers LLP or other internationally recognized independent auditors selected by NRG, such Financial Reporting Person which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of NRG obtains knowledge of the occurrence of (i) each Lease Event of Default or (ii) any default under any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereof, if such event could reasonably be expected to result in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination and the action which NRG or such subsidiary of NRG has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within ten (10) Business Days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) or (ii) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 3.2(d) hereof, notice thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee, copies of all non-privileged documentation relating thereto; (e) immediately upon becoming aware of the institution of any steps by NRG or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG with respect to any post-retirement Welfare Plan benefit, which has a Material Adverse Effect on NRG notice thereof and copies of all documentation relating thereto; (f) promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of NRG, or compliance with the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee may reasonably request.

Financial Information, Reports, Notices. Except The Borrower shall furnish, or shall cause to be furnished, to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien Administrative Agent copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGthe Borrower, consolidated balance sheets of NRG the Borrower (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of NRG the Borrower (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer Representative of NRG the Borrower with responsibility for financial matters; (b) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGthe Borrower, commencing with the 2005 Fiscal Year, a copy of the annual audited audit report for such Fiscal Year for NRG the Borrower (which will include results for its Consolidated Subsidiaries), including therein consolidated balance sheets of NRG the Borrower (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Year and consolidated statements of income and cash flows of NRG the Borrower (which will include results for its Consolidated Subsidiaries) for such Fiscal Year, and accompanied by the unqualified opinion of KPMG Pricewaterhouse Coopers LLP or other internationally recognized independent auditors selected by NRG, which report shall state the Borrower to the effect that such consolidated financial statements present fairly in all material respects the financial position for condition and results of operations of the periods indicated Borrower and its Subsidiaries on a consolidated basis in conformity accordance with GAAP applied on a basis consistent with prior periodsconsistently applied; (c) as soon as possible after the end of the first and third Fiscal Quarters of each Fiscal Year, an officer's certificate stating the outstanding principal amounts of each of the Powerton/Joliet Lease Intercompany Notes and a statement of transactions reconciling such amounts to the last day of the immediately preceding Fiscal Quarter; (d) prior to the commencement of each Fiscal Year of the Borrower, an operating budget for the Facilities for the ensuing Fiscal Year, based upon good faith, reasonable assumptions, together with an "income statement variance report" showing the actual experience for the current Fiscal Year (or portion thereof) against the income statement projections for the current Fiscal Year (or portion thereof); (e) concurrently with the delivery of the financial statements referred to in Section 7.1.1(b), and within sixty (60) days after each Quarterly Payment Date, a certificate, executed by an Authorized Representative of the Borrower with responsibility for financial matters, showing (i) the Consolidated Interest Coverage Ratio for the 12-month period ended on the last day of the immediately preceding Fiscal Quarter, (ii) the Secured Leverage Ratio as at the last day of the immediately preceding Fiscal Quarter, (iii) Excess Cashflow for the period beginning on the Original Effective Date and ending on the last day of the immediately preceding Fiscal Quarter, (iv) Free Cashflow for the three (3) month period ended on the last day of the immediately preceding Fiscal Quarter and (v) all Special Capital Contributions made to the Borrower and all Reimbursement Restricted Payments made by the Borrower, in each case, in reasonable detail with appropriate calculations and computations; (f) as soon as possible and in any event within ten five (105) Business Days after any Authorized Officer Representative of NRG the Borrower obtains knowledge of the occurrence of (i) each Lease Event of Default or under this Agreement and (ii) any default under any other material agreement to which NRG or the Borrower, any of its subsidiaries Subsidiaries, EMMT or any Midwest Related Party is a party or any termination thereof, if such event could reasonably be expected to result in a Material Adverse Effect on NRG, in each case, thereof together with a statement of such Authorized Officer Representative setting forth details of such Default, default or termination and the action which NRG the Borrower, such Subsidiary, EMMT or such subsidiary of NRG Midwest Related Party has taken and proposes to take with respect thereto; (dg) as soon as possible and in any event within ten five (105) Business Days after (i) the commencement of, or the occurrence of any material adverse development with respect to to, any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) or (ii) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 3.2(d) hereof6.9, notice thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeAdministrative Agent, copies of all non-privileged documentation relating theretothereto (other than documentation subject to the attorney-client privilege); (eh) promptly after the sending or filing thereof, copies of all reports and registration statements which the Borrower files with the Securities and Exchange Commission or any national securities exchange; (i) immediately upon becoming aware of the institution of any steps by NRG the Borrower, any of its Subsidiaries or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG the Borrower or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG the Borrower with respect to any post-retirement Welfare Plan benefitbenefit the occurrence or expected occurrence of any Reportable Event or the termination, which has Reorganization or Insolvency of any Multiemployer Plan or the complete or partial withdrawal by the Borrower or any member of the Controlled Group from a Material Adverse Effect on NRG Multiemployer Plan, notice thereof and copies of all documentation relating thereto; (fj) promptly following within ten (10) Business Days after each anniversary of the Original Effective Date, a certificate from the Borrower's insurers or insurance agents setting forth, in reasonable detail, each of the Borrower's insurance policies currently in place and confirming that such insurance policies satisfy the requirements of Section 7.1.5(b); (k) as soon as possible and in any event within five (5) Business Days after any Authorized Representative of the Borrower obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Facilities, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more; or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice; (l) as soon as possible and in any event within five (5) Business Days after any Authorized Representative of the Borrower obtains knowledge of the occurrence thereof, notice that any Governmental Authority may revoke, or refuse to grant or renew, or materially modify, any material Governmental Approval then required to be in full force and effect, as contemplated by Section 6.4; (m) within thirty (30) days of delivery to the Borrower, updates (to the extent the Borrower, in its sole discretion, has determined to have such updates prepared) to the Environmental Reports; and (n) from time to time, with reasonable request thereforpromptness, such other information regarding the operationsBorrower, business affairs its Subsidiaries, EMMT or any Midwest Related Party (to the extent reasonably available to the Borrower and financial condition of NRG, its Subsidiaries) as the Administrative Agent or compliance with the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee any Lender may reasonably request.

Financial Information, Reports, Notices. Except ETC. Aladdin Gaming will furnish, or will cause to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Databe furnished, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien GE Capital copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a1) as soon as available and in any event within sixty 30 days after the end of each month other than the last month of any Fiscal Quarter, a balance sheet of Aladdin Gaming and a consolidated and consolidating balance sheet of Aladdin Gaming and Subsidiaries, in each case as of the end of such month, and consolidated and consolidating statements of earnings and cash flow of Aladdin Gaming and Subsidiaries and statements of earnings and cash flow of Aladdin Gaming for such month and for the period commencing at the end of the previous Fiscal Year and ending with the end of such month, certified as complete and correct by the chief financial or accounting Authorized Representative of Aladdin Gaming; (602) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year Year, a balance sheet of NRGAladdin Gaming, Holdings and LCNI and a consolidated and consolidating balance sheets sheet of NRG (which will include results for its Consolidated Aladdin Gaming and Subsidiaries) , and Holdings and LCNI and each of their respective Subsidiaries, in each case as of the end of such Fiscal Quarter Quarter, and consolidated and consolidating statements of income earnings and cash flows flow of NRG (which will include results for its Consolidated Aladdin Gaming and Subsidiaries) , Holdings and LCNI and each of their respective Subsidiaries and statements of earnings and cash flow of Aladdin Gaming, Holdings and LCNI , in each case for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified as complete and correct by an the chief financial or accounting Authorized Officer Representative of NRG with responsibility the Person for financial matterswhich such information is being delivered; (b3) as soon as available and in any event within one-hundred-and-twenty (120) 90 days after the end of each Fiscal Year of NRGYear, a copy of the annual consolidated audited report financial statements for such Fiscal Year for NRG (which will include results such Person and for its Consolidated Aladdin Gaming and Subsidiaries), Holdings and LCI and their respective Subsidiaries, including therein a consolidated and consolidating balance sheets sheet of NRG (which will include results for its Consolidated Aladdin Gaming and Subsidiaries) , Holdings and LCI and their respective Subsidiaries as of the end of such Fiscal Year and consolidated and consolidating statements of income earnings and cash flows flow of NRG (which will include results for its Consolidated Aladdin Gaming and Subsidiaries) , Holdings and LCI and their respective Subsidiaries for such Fiscal Year, and accompanied in each case as audited (without any Impermissible Qualification) by the opinion of KPMG LLP other internationally nationally recognized independent auditors selected by NRG, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periodspublic accountants acceptable to GE Capital; (c4) as soon as available and in any event within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year and within 90 days after the end of the Fiscal Year, a Compliance Certificate, executed by the chief financial or accounting Authorized Representative of Aladdin Gaming, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to GE Capital) compliance (currently and on a proforma basis after giving effect the payments to be made in respect of all Federal, state and local income taxes of Aladdin Gaming or, if Aladdin Gaming is treated as a pass-through entity or is not treated as a separate entity for United States federal income tax purposes, the payments to be made pursuant to clause (3) of Section 11(f) hereof) with the financial covenants set forth in Section 11(d) hereof. (5) as soon as possible and in any event within ten (10) Business Days 90 days after any Authorized Officer of NRG obtains knowledge the end of the occurrence fiscal year of (i) each Lease Event the Trust, an annual statement, prepared by the Trust's tax accountants and certified by an Authorized Representative of Default or (ii) any default under any other material agreement to which NRG or any the Trust, confirming that the net worth of the Trust based upon the fair market value of its subsidiaries assets less liabilities is a party or any termination thereof, if such event could reasonably be expected to result in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination and the action which NRG or such subsidiary of NRG has taken and proposes to take with respect theretomore than One Hundred Million Dollars ($100,000,000.00); (d6) as soon as possible and in any event within ten three days after Aladdin Gaming, Holdings or LCI obtains Knowledge of the occurrence of a Default, a statement of the chief executive, financial or accounting Authorized Representative of such Person setting forth details of such Default and the action which such Person has taken and proposes to take with respect thereto; and as soon as possible and in any event within one Business Day after Aladdin Gaming receives notice of a Default, a copy thereof (10and Aladdin Gaming shall cause the Administrative Agent to provide to GE Capital a copy of any notice concurrently with delivery thereof to Aladdin Gaming); (7) as soon as possible and in any event within five Business Days after Aladdin Gaming, Holdings or LCI obtains Knowledge of (ix) the occurrence of any material adverse development with respect to any litigation, action, proceeding, proceeding or labor controversy of the type and materiality described in Section 3.2(dItem 8(g) of the Disclosure Schedule, or (iiy) the commencement of any labor controversy, litigation, action, proceeding or labor controversy of the type and materiality described in Section 3.2(dItem 8(g) hereofof the Disclosure Schedule, notice thereof and, upon request of to the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteeextent GE Capital reasonably requests, copies of all non-privileged documentation relating thereto; (e8) promptly after the sending or filing thereof, (x) copies of all reports and registration statements which Aladdin Gaming, Holdings or LCNI files with the SEC or any national or foreign securities exchange, and (y) copies of all reports required to be filed by Aladdin Gaming with any Governmental Instrumentality, including any reports with respect to Environmental Matters and the Permits; (9) immediately upon becoming aware of (w) the institution of any steps by NRG Aladdin Gaming or any other Person to terminate any Pension Plan Plan, (other than a standard termination under ERISA Section 4041(b)), or x) the failure to make a required contribution to any Pension Plan Plan, if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the CodeERISA, or (y) the taking of any action with respect to a Pension Plan which could result in the requirement that NRG Aladdin Gaming furnish a bond or other security to the PBGC or such Pension Plan, or (z) the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG Aladdin Gaming, Holdings or any member of the Controlled Group LCNI of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penalty, or any increase in the contingent liability of NRG with respect to any post-retirement Welfare Plan benefit, which has a Material Adverse Effect on NRG notice thereof and copies of all documentation relating thereto; (f10) promptly upon receipt thereof, copies of all detailed management letters submitted to Aladdin Gaming by the independent public accountants referred to in Section 10(a)(2) hereof in connection with each audit made by such accountants of the books of Aladdin Gaming, Holdings or LCNI ; (11) promptly when available and in any event no later than 45 days prior to the last day of each Fiscal Year (commencing after the Closing Date), a budget for the next Fiscal Year, which budget shall be prepared on a Fiscal Quarter basis and shall contain a projected, consolidated balance sheet and statement of earnings and cash flow of Aladdin Gaming and Subsidiaries for such Fiscal Year, prepared in reasonable detail by the chief accounting or financial Authorized Representative of Aladdin Gaming (GE Capital shall have the right to request clarifications on such budget within 20 days after delivery thereof); (12) promptly and in any event within five Business Days after the receipt thereof, any material notice received by Aladdin Gaming, any Aladdin Party or LCNI from any Nevada Gaming Authority, including all NGC-l Reports and all exception reports, which notice relates to the construction, operation or maintenance of the Main Project, any Permit related thereto or any Equity Interest or any Membership Interest in any such Person; (13) as soon as available and in any event within 30 days after the end of each month following any reasonable request thereforthe Opening Date, a report detailing the occupancy rate of the Hotel, the average room rate thereof, the win rate at the Casino and such other information regarding prepared by Aladdin Gaming relating to the operations, business affairs operation and financial condition of NRGthe Hotel/Casino; (14) prior to Final Completion, within 30 days after the end of each month, a monthly status report describing in reasonable detail the progress of the construction of each Construction Component and the Main Project as a whole since the immediately preceding report hereunder, including the cost incurred to the end of such month, an estimate of the time and cost required to complete each Construction Component and the Main Project as a whole, the progress of construction and how it relates to the Construction Benchmark Schedule and such other information and reports as GE Capital or Construction Consultant may reasonably request; and (15) prior to Final Completion promptly after receipt thereof by Aladdin Gaming, all progress reports provided by the Design/Builder pursuant to the Design/Build Contract and the attachments thereto, if any, and such additional information relative thereto as GE Capital or Construction Consultant may reasonably request; (16) as soon as possible and in any event within three days after Aladdin Gaming obtains Knowledge thereof, notice of any event, occurrence or circumstance which reasonably could be expected to cause the Main Project Budget not to be In Balance or render Aladdin Gaming, one or more of the Completion Guarantors, the Design/Builder, Fluor, the Energy Project Provider, or compliance with the terms Energy Project Guarantor incapable of, or preventing such Person from (x) achieving the Completion Date on or before the Outside Completion Deadline or (y) meeting any material obligation of this Agreement such Person under the Operative Documents, the Design/Build Contract or the other Operative DocumentsMaterial Main Project Documents as and when required thereunder; (17) as soon as possible and in any event within three days after Aladdin Gaming obtains Knowledge thereof, as Owner Lessornotice of any termination or event of default or notice thereof or any requests for indemnification of any other party or any other notice relating to material rights or obligations with respect to the Reciprocal Easement Agreement, Site Work Agreement or Common Parking Area Use Agreement pursuant to the Owner Participantterms thereof under any Material Main Project Document; (18) any change in the Authorized Representatives of Aladdin Gaming and such notice shall include a certified specimen signature of any new Authorized Representative so appointed and, if requested by GE Capital, satisfactory evidence of the Lease Indenture Trustee authority of such new Authorized Representative; (19) prior to Final Completion, any proposed material change in the nature or scope of the Main Project or the Pass Through Trustee business or operations of Aladdin Gaming, Holdings or LCNI; (20) prior to Final Completion, any notice of any schedule delay delivered under the Design/Build Contract and all remedial plans and updates thereof; (21) the occurrence or existence of any Environmental Matter requiring notice to a Governmental Instrumentality or with respect to which notice is received from a Governmental Instrumentality; (22) any Event of Loss or any other event or development which could reasonably be expected to have a Material Adverse Effect; (23) prior to Final Completion, promptly, but in no event later than ten days after the receipt thereof by Aladdin Gaming, copies of (x) all Main Project Documents and Permits obtained or entered into by Aladdin Gaming after the Closing Date, (y) any amendment, supplement or other modification to any Permit received by Aladdin Gaming after the Closing Date, and (z) all notices relating to the Main Project received by or delivered to Aladdin Gaming from any Governmental Instrumentality or any of the other Project Parties; (24) concurrently with delivery thereof to the Administrative Agent, each Final Advance Request delivered pursuant to Section 2.4.2(b) of the Disbursement Agreement; and (25) such other information respecting the condition or operations, financial or otherwise, of Aladdin Gaming, Holdings or LCNI as required by the other Transaction Documents applicable to it (including information and reports from the chief accounting or financial Authorized Representative of Aladdin Gaming), in such detail as GE Capital may reasonably request.

Financial Information, Reports, Notices. Except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall ETC. WWI will furnish to the Owner Trusteeeach Lender, the Owner Lessor, Issuer and the Owner Participant and, for as long as the Lien Administrative Agent copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three Fiscal Quarters Quarter of each Fiscal Year of NRGWWI (or, if WWI is required to file such information on a Form 10-Q with the Securities and Exchange Commission, promptly following such filing), a consolidated balance sheets sheet of NRG (which will include results for WWI and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter and Quarter, together with the related consolidated statements statement of income earnings and cash flows of NRG (which will include results for its Consolidated Subsidiaries) flow for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal QuarterQuarter (it being understood that the foregoing requirement may be satisfied by delivery of WWI's report to the Securities and Exchange Commission on Form 10-Q), certified by an the chief financial Authorized Officer of NRG with responsibility for financial mattersWWI; (b) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGWWI (or, if WWI is required to file such information on a Form 10-K with the Securities and Exchange Commission, promptly following such filing), a copy of the annual audited audit report for such Fiscal Year for NRG (which will include results for WWI and its Consolidated Subsidiaries), including therein a consolidated balance sheets of NRG (which will include results sheet for WWI and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Year and Year, together with the related consolidated statements statement of income earnings and cash flows flow of NRG (which will include results for WWI and its Consolidated Subsidiaries) Subsidiaries for such Fiscal YearYear (it being understood that the foregoing requirement may be satisfied by delivery of WWI's report to the Securities and Exchange Commission on Form 10-K), and accompanied in each case certified (without any Impermissible Qualification) by PricewaterhouseCoopers LLP or another "Big Five" firm, together with a certificate from such accountants to the opinion of KPMG LLP other internationally recognized independent auditors selected by NRGeffect that, which report shall state that such consolidated financial statements present fairly in all material respects making the financial position examination necessary for the periods indicated in conformity with GAAP applied on a basis consistent with prior periodssigning of such annual report by such accountants, they have not become aware of any Default that has occurred and is continuing, or, if they have become aware of such Default, describing such Default and the steps, if any, being taken to cure it; (c) as soon as possible together with the delivery of the financial information required pursuant to CLAUSES (A) and (B), a Compliance Certificate, in any event within ten (10) Business Days after any substantially the form of EXHIBIT E, executed by the chief financial Authorized Officer of NRG obtains knowledge of WWI, showing (in reasonable detail -75- and with appropriate calculations and computations in all respects satisfactory to the occurrence of (iAdministrative Agent) each Lease Event of Default or (ii) any default under any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereof, if such event could reasonably be expected to result compliance with the financial covenants set forth in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination and the action which NRG or such subsidiary of NRG has taken and proposes to take with respect theretoSECTION 7.2.4; (d) as soon as possible and in any event within ten three Business Days after obtaining knowledge of the occurrence of each Default, a statement of the chief financial Authorized Officer of WWI setting forth details of such Default and the action which WWI has taken and proposes to take with respect thereto; (10e) as soon as possible and in any event within five Business Days after (ix) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) SECTION 6.7 and the action which WWI has taken and proposes to take with respect thereto or (iiy) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 3.2(d) hereofSECTION 6.7, notice thereof and, upon request and of the Owner Lessor and, for so long as action which WWI has taken and proposes to take with respect thereto; (f) promptly after the Lien of the Lease Indenture has not been terminated sending or discharged, the Lease Indenture Trustee and the Pass Through Trusteefiling thereof, copies of all non-privileged documentation relating theretoreports and registration statements which WWI or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange or any foreign equivalent; (eg) immediately upon becoming as soon as practicable after the chief financial officer or the chief executive officer of WWI or a member of WWI's Controlled Group becomes aware of the institution of any (i) formal steps by NRG or any other Person in writing to terminate any Pension Plan or (other than ii) the occurrence of any event with respect to a standard termination under ERISA Section 4041(b)Pension Plan which, in the case of (i) or (ii), could reasonably be expected to result in a contribution to such Pension Plan by (or a liability to) WWI or a member of WWI's Controlled Group in excess of $5,000,000, (iii) the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section section 302(f) of ERISA or Section 412 of the CodeERISA, or (iv) the taking of any action with respect to a Pension Plan which could reasonably be expected to result in the requirement that NRG WWI furnish a bond or other security to the PBGC or such Pension Plan, Plan or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG or any member of the Controlled Group of (v) any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG WWI with respect to any post-retirement Welfare Plan benefit, which has a Material Adverse Effect on NRG notice thereof and copies of all documentation relating thereto; (fh) promptly when available and in any event within 60 days following the last day of each Fiscal Year of WWI, financial projections for the current Fiscal Year, prepared in reasonable detail by the chief accounting, financial or executive Authorized Officer of WWI; (i) promptly following the delivery or receipt, as the case may be, of any reasonable request thereformaterial written notice or communication pursuant to or in connection with the Senior Subordinated Note Indenture or any of the Senior Subordinated Notes, a copy of such notice or communication; and (j) such other information regarding respecting the condition or operations, business affairs and financial condition or otherwise, of NRG, WWI or compliance with the terms any of this Agreement its Subsidiaries as any Lender or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee Issuer may from time to time reasonably request.

Financial Information, Reports, Notices. Except The Borrower --------------------------------------- will furnish, or will cause to be furnished, to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien Administrative Agent copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGthe Borrower, consolidated balance sheets of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer of NRG Representative with responsibility for financial matters; (b) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGthe Borrower, a copy of the annual audited audit report for such Fiscal Year for NRG (which will include results for the Borrower and its Consolidated Subsidiaries), including therein consolidated balance sheets of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Year and consolidated statements of income and cash flows of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Year, and accompanied by the unqualified opinion of KPMG LLP Xxxxxx Xxxxxxxx & Co. or other internationally recognized independent auditors selected by NRG, the Borrower which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of NRG obtains knowledge concurrently with the delivery of the occurrence financial statements referred to in Section 7.1.1.(a), a certificate, executed by the ----------------- controller, treasurer or chief financial officer of the Borrower, showing (iin reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Administrative Agent) each Lease Event of Default or (ii) any default under any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereof, if such event could reasonably be expected to result compliance with the financial covenant set forth in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination and the action which NRG or such subsidiary of NRG has taken and proposes to take with respect thereto;Section 7.2.4; ------------- (d) as soon as possible and in any event within ten five Business Days after any Authorized Representative obtains knowledge of the occurrence of each Default, a statement of such Authorized Representative setting forth details of such Default or default and the action which the Borrower has taken and proposes to take with respect thereto; (10e) as soon as possible and in any event within five Business Days after (ix) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) 6.7 or (iiy) the commencement of any labor controversy, ----------- litigation, action, proceeding of the type described in Section 3.2(d) hereof6.7, notice ----------- thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeAdministrative Agent, copies of all non-non- privileged documentation relating thereto; (ef) promptly after the sending or filing thereof, copies of all reports and registration statements which the Borrower files with the Securities and Exchange Commission or any national securities exchange; (g) immediately upon becoming aware of the institution of any steps by NRG the Borrower or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the CodeERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG the Borrower or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG the Borrower with respect to any post-retirement Welfare Plan benefit, benefit which has a Material Adverse Effect on NRG Effect, notice thereof and copies of all documentation relating thereto;; and (fh) promptly following as soon as known, any reasonable request therefor, such changes in Borrower's Debt Rating by Xxxxx'x or S&P or any other information regarding rating agency which maintains a Debt Rating on the operations, business affairs and financial condition of NRG, or compliance with Borrower which is used in the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee may reasonably requestPricing Grid.

Financial Information, Reports, Notices. Except The Borrower will --------------------------------------- furnish, or will cause to be furnished, to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien Administrative Agent copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGthe Borrower, unaudited consolidated balance sheets of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter and unaudited consolidated statements statement of income and cash flows of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer of NRG Representative with responsibility for financial matters; (b) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGthe Borrower, a copy of the annual audited report for such Fiscal Year for NRG (which will include results for the Borrower and its Consolidated Subsidiaries), including therein consolidated balance sheets of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Year and consolidated statements of income and cash flows of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Year, and accompanied by the unqualified opinion of KPMG LLP Xxxxxx Xxxxxxxx & Co. or other internationally recognized independent auditors selected by NRG, the Borrower which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of NRG obtains knowledge concurrently with the delivery of the occurrence financial statements referred to in Section 7.1.1.(a), a certificate, executed by the ----------------- controller, treasurer or chief financial officer of the Borrower, showing (iin reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Administrative Agent) each Lease Event of Default or (ii) any default under any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereof, if such event could reasonably be expected to result compliance with the financial covenant set forth in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination and the action which NRG or such subsidiary of NRG has taken and proposes to take with respect thereto;Section 7.2.4; ------------- (d) as soon as possible and in any event within ten five Business Days after any Authorized Representative obtains knowledge of the occurrence of each Default or default under material agreements of the Borrower, a statement of such Authorized Representative setting forth details of such Default or default and the action which the Borrower has taken and proposes to take with respect thereto; (10e) as soon as possible and in any event within five Business Days after (ix) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) 6.7 or (iiy) the commencement of any labor controversy, ----------- litigation, action, proceeding of the type described in Section 3.2(d) hereof6.7, notice ----------- thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeAdministrative Agent, copies of all non-non- privileged documentation relating thereto; (ef) promptly after the sending or filing thereof, copies of all reports and registration statements which the Borrower files with the Securities and Exchange Commission or any national securities exchange; (g) immediately upon becoming aware of the institution of any steps by NRG the Borrower or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the CodeERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG the Borrower or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penaltypenalty which liability could reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of NRG the Borrower with respect to any post-retirement Welfare Plan benefit, benefit which has a Material Adverse Effect on NRG Effect, notice thereof and copies of all documentation relating thereto;; and (fh) promptly following as soon as known, any reasonable request therefor, such changes in Borrower's Debt Rating by Xxxxx'x or S&P or any other information regarding rating agency which maintains a Debt Rating on the operations, business affairs and financial condition of NRG, or compliance with Borrower which is used in the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee may reasonably requestPricing Grid.

Financial Information, Reports, Notices. Except The Borrower shall furnish, or shall cause to be furnished, to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien Administrative Agent copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGthe Borrower, consolidated balance sheets of NRG the Borrower (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of NRG the Borrower (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer Representative of NRG the Borrower with responsibility for financial matters; (b) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGthe Borrower, commencing with the 2007 Fiscal Year, a copy of the annual audited audit report for such Fiscal Year for NRG the Borrower (which will include results for its Consolidated Subsidiaries), including therein consolidated balance sheets of NRG the Borrower (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Year and consolidated statements of income and cash flows of NRG the Borrower (which will include results for its Consolidated Subsidiaries) for such Fiscal Year, and accompanied by the unqualified opinion of KPMG Pricewaterhouse Coopers LLP or other internationally recognized independent auditors selected by NRG, which report shall state the Borrower to the effect that such consolidated financial statements present fairly in all material respects the financial position for condition and results of operations of the periods indicated Borrower and its Subsidiaries on a consolidated basis in conformity accordance with GAAP applied on a basis consistent with prior periodsconsistently applied; (c) as soon as possible after the end of the first and third Fiscal Quarters of each Fiscal Year, an officer's certificate stating the outstanding principal amounts of each of the Powerton/Joliet Lease Intercompany Notes and a statement of transactions reconciling such amounts to the last day of the immediately preceding Fiscal Quarter; (d) concurrently with the delivery of the financial statements referred to in Sections 7.1.1(a) and (b), a certificate, executed by an Authorized Representative of the Borrower with responsibility for financial matters, showing the Debt to Capitalization Ratio as at the last day of the immediately preceding Fiscal Quarter, in reasonable detail with appropriate calculations and computations; (e) as soon as possible and in any event within ten five (105) Business Days after any Authorized Officer Representative of NRG the Borrower obtains knowledge of the occurrence of (i) each Lease Event of Default or under this Agreement and (ii) any default under any other material agreement to which NRG or the Borrower, any of its subsidiaries Subsidiaries, EMMT or any Midwest Related Party is a party or any termination thereof, if such event could reasonably be expected to result in a Material Adverse Effect on NRG, in each case, thereof together with a statement of such Authorized Officer Representative setting forth details of such Default, default or termination and the action which NRG the Borrower, such Subsidiary, EMMT or such subsidiary of NRG Midwest Related Party has taken and proposes to take with respect thereto; (df) as soon as possible and in any event within ten five (105) Business Days after (i) the commencement of, or the occurrence of any material adverse development with respect to to, any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) or (ii) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 3.2(d) hereof6.9, notice thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeAdministrative Agent, copies of all non-privileged documentation relating theretothereto (other than documentation subject to the attorney-client privilege); (eg) promptly after the sending or filing thereof, copies of all reports and registration statements which the Borrower files with the Securities and Exchange Commission or any national securities exchange; (h) immediately upon becoming aware of the institution of any steps by NRG the Borrower, any of its Subsidiaries or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG the Borrower or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG the Borrower with respect to any post-retirement Welfare Plan benefitbenefit the occurrence or expected occurrence of any Reportable Event or the termination, which has Reorganization or Insolvency of any Multiemployer Plan or the complete or partial withdrawal by the Borrower or any member of the Controlled Group from a Material Adverse Effect on NRG Multiemployer Plan, notice thereof and copies of all documentation relating thereto; (fi) promptly following as soon as possible and in any event within five (5) Business Days after any Authorized Representative of the Borrower obtains knowledge of the occurrence thereof, notice that any Governmental Authority may revoke, or refuse to grant or renew, or materially modify, any material Governmental Approval then required to be in full force and effect, as contemplated by Section 6.4; and (j) from time to time, with reasonable request thereforpromptness, such other information regarding the operationsBorrower, business affairs its Subsidiaries, EMMT or any Midwest Related Party (to the extent reasonably available to the Borrower and financial condition of NRG, its Subsidiaries) as the Administrative Agent or compliance with the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee any Lender may reasonably request.

Financial Information, Reports, Notices. Except ETC. Micro will furnish, or will cause to the extent that such documents are made publicly available via be furnished, to each Lender Party (1) promptly after filing, copies of each Form 10-K, Form 10-Q, and Form 8-K (or any respective successor forms) filed with the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval Commission (XXXXXor any successor authority) or similar public electronic databaseany national securities exchange (including, NRG shall furnish in each case, any exhibits thereto requested by any Lender Party), and (2) to the Owner Trusteeextent not disclosed in such Forms 10-K, Forms 10-Q, and Forms 8-K (or respective successor forms) for the Owner Lessorapplicable period, the Owner Participant and, for as long as the Lien copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) 90 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGMicro, a copy of the annual audit report for such Fiscal Year for Micro and its Consolidated Subsidiaries, including therein consolidated balance sheets of NRG (which will include results for Micro and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter Year and consolidated statements of income income, stockholders' equity and cash flows flow of NRG (which will include results for Micro and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Quarter and Year, setting forth in each case, in comparative form, the figures for the period commencing at preceding Fiscal Year, in each case certified (without any Impermissible Qualification, except that (i) qualifications relating to pre-acquisition balance sheet accounts of Person(s) acquired by Micro or any of its Subsidiaries and (ii) statements of reliance in the end auditor's opinion on another accounting firm shall not be deemed an Impermissible Qualification) in a manner satisfactory to the Securities and Exchange Commission (under applicable United States securities law) by PricewaterhouseCoopers, LLP or its successors or other independent public accountants of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer of NRG with responsibility for financial mattersnational reputation; (b) as soon as available and in any event within one-hundred-and-twenty (120) 60 days after the end of each of the first three Fiscal Periods occurring during any Fiscal Year of NRGMicro, a copy of the annual audited report for such Fiscal Year for NRG (which will include results for unaudited consolidated financial statements of Micro and its Consolidated Subsidiaries), including therein consolidated consisting of (i) a balance sheets of NRG (which will include results for its Consolidated Subsidiaries) sheet as of the end close of such Fiscal Year Period and consolidated (ii) related statements of income and cash flows for such Fiscal Period and from the beginning of NRG such Fiscal Year to the end of such Fiscal Period, in each case certified by an officer who is an Authorized Person of Micro as to (A) being a complete and correct copy of such financial statements which will include results for have been prepared in accordance with GAAP consistently applied as provided in Section 1.4, and (B) presenting fairly the financial position of Micro and its Consolidated Subsidiaries) for such Fiscal Year, and accompanied by the opinion of KPMG LLP other internationally recognized independent auditors selected by NRG, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as possible and in any event within ten at the time of delivery of each financial statement required by clause (10a) Business Days after any Authorized Officer of NRG obtains knowledge of the occurrence of (i) each Lease Event of Default or (iib) above (or Form 10-Q or 10-K in lieu thereof), a certificate signed by an Authorized Person of Micro stating that no Default has occurred and is continuing (or if a Default has occurred and is continuing, and without prejudice to any default under rights or remedies of any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereofLender Party hereunder in connection therewith, if such event could reasonably be expected to result in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination the nature thereof and the action which NRG or such subsidiary of NRG Micro has taken and or proposes to take with respect thereto); (d) at the time of delivery of each financial statement required by clause (a) or (b) above (or Form 10-Q or 10-K in lieu thereof), a Compliance Certificate showing compliance with the financial covenants set forth in Section 8.2.3; (e) notice of, as soon as possible and in any event within ten (10) Business Days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy disclosed in Item 7.8 (Litigation) of the type described in Section 3.2(d) Disclosure Schedule, or (ii) the commencement of any labor controversy, litigation, action, or proceeding of the type described in Section 3.2(d7.8; (f) hereof, notice thereof and, upon request of promptly after the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefiling thereof, copies of all non-privileged documentation any registration statements (other than the exhibits thereto and excluding any registration statement on Form S-8 and any other registration statement relating theretoexclusively to stock, bonus, option, 401(k) and other similar plans for officers, directors, and employees of Micro or any of its Subsidiaries); (eg) immediately upon becoming aware of the institution of any steps by NRG any Obligor or any other Person to terminate any Pension Plan (other than a standard termination under ERISA pursuant to Section 4041(b))) of ERISA, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f302(t) of ERISA or Section 412 of the CodeERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG any Obligor furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any other event with respect to any Pension Plan which could result which, in the incurrence by NRG or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)such case, fine or penaltyresults in, or any increase in the contingent liability of NRG with respect would reasonably be expected to any post-retirement Welfare Plan benefitresult in, which has a Material Adverse Effect on NRG Effect, notice thereof and copies of all documentation relating thereto; (fh) as soon as possible, and in any event within three Business Days after becoming aware of the occurrence of a Default or any inaccuracy in the financial statements delivered pursuant to clause (a) or (b) above if the result thereof is not to present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended, a statement of an Authorized Person of Micro setting forth the details of such Default or inaccuracy and the action which Micro has taken or proposes to take with respect thereto; (i) in the case of each Borrower, promptly following the consummation of any transaction described in Section 8.2.5, a description in reasonable request therefordetail regarding the same; (j) as soon as available, and in any event by March 1 of each Fiscal Year (commencing with Fiscal Year 2003), a copy of Micro's business and financial plan for Micro and its Subsidiaries for such Fiscal Year, which shall in any event include (i) on a quarterly basis projected balance sheets and income statements and (ii) a description of the material assumptions used in preparing such plan, together with projected cash flows for each such period; and (k) such other information regarding respecting the condition or operations, business affairs and financial condition or otherwise, of NRGeach Borrower, or compliance with any of their respective Subsidiaries as any Lender through the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee Administrative Agent may from time to time reasonably request.

Financial Information, Reports, Notices. Except The Guarantor will furnish, or will cause to be furnished, to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien Facility Agent copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (ai) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three 3 Fiscal Quarters of each Fiscal Year year of NRGthe Guarantor, consolidated balance sheets of NRG (which will include results for the Guarantor and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of NRG (which will include results for the Guarantor and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer of NRG Authorised Representative with responsibility for financial matters; (bii) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGthe Guarantor, a copy of the annual audited audit report for such Fiscal Year for NRG (which will include results for the Guarantor and its Consolidated Subsidiaries), including therein consolidated balance sheets of NRG (which will include results for the Guarantor and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Year and consolidated statements of income and cash flows of NRG (which will include results for the Guarantor and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Year, and accompanied by the unqualified opinion of KPMG LLP Xxxxxx Xxxxxxxx & Co. or other internationally recognized recognised independent auditors selected by NRG, the Guarantor which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods -------------------------------------------------------------------------------- indicated in conformity with US GAAP applied on a basis consistent with prior periods; (ciii) concurrently with the delivery of the financial statements referred to in Clause 4.1.1 (i) a certificate, executed by the controller, treasurer or chief financial officer of the Guarantor, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Facility Agent) compliance with the financial covenant set forth in Clause 4.2.3; (iv) as soon as possible and in any event within ten (10) 5 Business Days after any Authorized Officer of NRG Authorised Representative obtains knowledge of the occurrence of (i) each Lease Event of Default or (ii) any default under any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereofDefault, if such event could reasonably be expected to result in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer Authorised Representative setting forth details of such Default, Default or default or termination and the action which NRG or such subsidiary of NRG the Guarantor has taken and proposes to take with respect thereto; (dv) as soon as possible and in any event within ten (10) 5 Business Days after (i1) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor labour controversy of the type described in Section 3.2(d) Clause 3.1.7 or (ii2) the commencement of any labor labour controversy, litigation, action, proceeding of the type described in Section 3.2(d) hereofClause 3.1.7, notice thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeFacility Agent, copies of all non-privileged documentation relating thereto; (evi) promptly after the sending or filing thereof, copies of all reports and registration statements which the Guarantor files with the Securities and Exchange Commission or any national securities exchange; (vii) immediately upon becoming aware of the institution of any steps by NRG the Guarantor or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the CodeERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG the Guarantor furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG the Guarantor or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG the Guarantor with respect to any post-retirement Welfare Plan benefit, benefit which has a Material Adverse Effect on NRG Effect, notice thereof and copies of all documentation relating thereto;; and (fviii) promptly following as soon as known, any reasonable request therefor, such changes in Guarantor's Debt Rating by Xxxxx'x or S&P or any other information regarding rating agency which maintains a Debt Rating on the operations, business affairs and financial condition of NRG, or compliance with Guarantor which is used in the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee may reasonably requestPricing Grid.

Financial Information, Reports, Notices. Except The Borrower will furnish, or will cause to be furnished, to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien Administrative Agent copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGthe Borrower, consolidated balance sheets of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer of NRG Representative with responsibility for financial matters; (b) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGthe Borrower, commencing with the 2004 Fiscal Year, a copy of the annual audited audit report for such Fiscal Year for NRG (which will include results for the Borrower and its Consolidated Subsidiaries), including therein consolidated balance sheets of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Year and consolidated statements of income and cash flows of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Year, and accompanied by the unqualified opinion of KPMG Pricewaterhouse Coopers LLP or other internationally recognized independent auditors selected by NRG, the Borrower which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as possible concurrently with the delivery of financial statements referred to in Sections 7.1.1. (a) and in any event within ten (10) Business Days after any Authorized Officer of NRG obtains knowledge 7.1.1(b), a certificate, executed by the controller, treasurer or chief financial officer of the occurrence of Borrower, showing (iin reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Administrative Agent) each Lease Event of Default or (ii) any default under any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereof, if such event could reasonably be expected to result compliance with the financial covenants set forth in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination Section 7.2.9 and the action which NRG or such subsidiary of NRG has taken and proposes to take with respect theretoSection 7.2.10; (d) as soon as possible and in any event within ten five (105) Business Days after (i) any Authorized Representative of the Borrower obtains knowledge of the occurrence of any material adverse development each Default, a statement of such Authorized Representative setting forth details of such Default and the action which the Borrower has taken and proposes to take with respect to any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) or (ii) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 3.2(d) hereof, notice thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee, copies of all non-privileged documentation relating thereto; (e) immediately upon becoming aware of the institution of any steps by NRG or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG with respect to any post-retirement Welfare Plan benefit, which has a Material Adverse Effect on NRG notice thereof and copies of all documentation relating thereto; (f) promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of NRG, or compliance with the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee may reasonably request.

Financial Information, Reports, Notices. Except The Borrower shall furnish, or shall cause to be furnished, to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien Administrative Agent copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGthe Borrower, consolidated balance sheets of NRG the Borrower (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of NRG the Borrower (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer Representative of NRG the Borrower with responsibility for financial matters; (b) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGthe Borrower, commencing with the 1999 Fiscal Year, a copy of the annual audited audit report for such Fiscal Year for NRG the Borrower (which will include results for its Consolidated Subsidiaries), including therein consolidated balance sheets of NRG the Borrower (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Year and consolidated statements of income and cash flows of NRG the Borrower (which will include results for its Consolidated Subsidiaries) for such Fiscal Year, and accompanied by the unqualified opinion of KPMG LLP Xxxxxx Xxxxxxxx & Co. or other internationally recognized independent auditors selected by NRGthe Borrower, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) concurrently with the delivery of the financial statements referred to in SECTION 8.1.1(b), either: (i) the annual report provided to senior management and shareholders of the Borrower for the preceding calendar year with respect to the Generating Assets, or (ii) a report for the preceding calendar year with respect to the Generating Assets covering the following matters: (A) production, including availability, output, planned outages and unplanned outages (and the reason for such unplanned outages); (B) environmental matters; (C) health and safety matters, to the extent the same shall have given rise to material claims against any Loan Party; (D) significant plant activities, such as major plant overhauls, alterations, modifications and other capital expenditures, significant changes in plant operations and major operating incidents; and (E) market activities, including quantities and average price of energy and capacity delivered; (d) concurrently with the delivery of the financial statements referred to in SECTION 8.1.1(b), an operating budget for the Generating Assets for the current calendar year, together with, in the case of each calendar year beginning with the year 2000, an "income statement variance report" showing the actual experience for the preceding CREDIT AGREEMENT calendar year (or portion thereof) against the income statement projections for the preceding calendar year (or portion thereof); (e) concurrently with the delivery of the financial statements referred to in SECTION 8.1.1(b), and on each Quarterly Payment Date on which the Borrower intends to make any capital expenditure pursuant to SECTION 8.2.8 or any Restricted Payment pursuant to CLAUSE (b) of the proviso contained in SECTION 8.2.7 and, commencing January 1, 2000, within 60 days after each other Quarterly Payment Date, a certificate, executed by an Authorized Representative of the Borrower with responsibility for financial matters, showing (i) the Debt Service Coverage Ratio for the 12-month period ended on the last day of the immediately preceding Fiscal Quarter, (ii) the projected Debt Service Coverage Ratio for the 12-month period commencing on the first day of the then current Fiscal Quarter, (iii) the projected Debt Service Coverage Ratio for the 12-month period commencing on the first anniversary of the first day of the then current Fiscal Quarter and (iv) the Debt to Capital Ratio as at the last day of the immediately preceding Fiscal Quarter, in each case, in reasonable detail with appropriate calculations and computations and, in the case of projections, calculated on the basis of stated assumptions reasonably acceptable to the Administrative Agent; (f) as soon as possible and in any event within ten (10) five Business Days after any Authorized Officer Representative of NRG the Borrower obtains knowledge of the occurrence of (i) each Lease Event of Default or under this Agreement and (ii) any default under any other material agreement to which NRG or any of its subsidiaries Loan Party is a party or any termination thereof, if such event could reasonably be expected to result in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer Representative setting forth details of such Default, default or termination and the action which NRG or such subsidiary of NRG Loan Party has taken and proposes to take with respect thereto; (dg) as soon as possible and in any event within ten (10) five Business Days after (i) the commencement of, or the occurrence of any material adverse development with respect to to, any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) or (ii) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 3.2(d) hereofSECTION 7.9, notice thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeAdministrative Agent, copies of all non-privileged documentation relating theretothereto (other than documentation subject to the attorney-client privilege); (eh) promptly after the sending or filing thereof, copies of all reports and registration statements which the Borrower files with the Securities and Exchange Commission or any national securities exchange; (i) immediately upon becoming aware of the institution of any steps by NRG the Borrower or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG the Borrower or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG the Borrower with respect to any post-retirement Welfare Plan benefitbenefit the occurrence or expected occurrence of any Reportable Event or the termination, which has Reorganization or Insolvency of any Multiemployer Plan or the complete or CREDIT AGREEMENT partial withdrawal by any Loan Party or any member of the Controlled Group from a Material Adverse Effect on NRG Multiemployer Plan, notice thereof and copies of all documentation relating thereto; (fj) promptly following as soon as possible and in any event within five Business Days after any Authorized Representative of the Borrower obtains knowledge or notice of the occurrence of any changes in Borrower's Debt Rating by Xxxxx'x or S&P or any other rating agency which maintains a Debt Rating on the Borrower which is used in determining the Applicable Margin; (k) within ten Business Days after each anniversary of the Effective Date, a certificate from Midwest's insurers or insurance agents setting forth, in reasonable request therefordetail, each of the Borrower's insurance policies currently in place and confirming that such insurance policies satisfy the requirements of SECTION 8.1.5(b); (l) as soon as possible and in any event within five Business Days after any Authorized Representative of the Borrower obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Generating Assets, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more; or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice; (m) as soon as possible and in any event within five Business Days after any Authorized Representative of the Borrower obtains knowledge of the occurrence thereof, notice that any Governmental Authority may revoke, or refuse to grant or renew, or materially modify, any material Governmental Approval described in SECTION 7.4; (n) concurrently with the delivery of the financial statements referred to in SECTION 8.1.1(b), the Borrower shall cause to be delivered to the Administrative Agent, letters from each of S&P and Xxxxx'x ("RATING LETTERS") setting forth, as of the date of such letters, each Debt Rating; and (o) from time to time, with reasonable promptness, such other information regarding the operations, business affairs and financial condition of NRG, Borrower or compliance with any other Loan Party as the terms of this Agreement Administrative Agent or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee any Lender may reasonably request.

Financial Information, Reports, Notices. Except ETC. SIHL will furnish, or will cause to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Databe furnished, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trusteeeach Lender, the Owner Lessor, Issuer and the Owner Participant and, for as long as the Lien Administrative Agent copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGSIHL, consolidated balance sheets of NRG SIHL and its Subsidiaries, RIH and its Subsidiaries and the SIBL Group (which will include results for its Consolidated Subsidiariesas applicable) as of the end of such Fiscal Quarter and consolidated statements of income earnings and cash flows flow of NRG SIHL and its Subsidiaries, RIH and its Subsidiaries and the SIBL Group (which will include results for its Consolidated Subsidiaries) as applicable), in each case for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an the chief financial Authorized Officer of NRG with responsibility for financial mattersSIHL; (b) as soon as available and in any event within one-hundred-and-twenty (120) 105 days after the end of each Fiscal Year of NRGSIHL, a copy of the annual audited audit report for such Fiscal Year for NRG (which will include results for SIHL and its Consolidated Subsidiaries), including therein a consolidated balance sheets sheet of NRG (which will include results for SIHL and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Year and consolidated statements of income earnings and cash flows flow of NRG (which will include results for SIHL and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) by Xxxxxx Xxxxxxxx LLP or other independent public accountants acceptable to the Required Lenders, together with a certificate from such accountants containing a computation of, and accompanied by the opinion showing compliance with, each of KPMG LLP other internationally recognized independent auditors selected by NRG, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated ratios and restrictions contained in conformity with GAAP applied on a basis consistent with prior periodsSECTION 7.2.4; (c) as soon as possible available and in any event within ten (10) Business Days 60 days after any the end of each Fiscal Quarter, a Compliance Certificate, executed by the chief financial Authorized Officer of NRG obtains knowledge of the occurrence of SIHL, (i) each Lease Event of Default or (ii) any default under any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereof, if such event could reasonably be expected to result in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination and the action which NRG or such subsidiary of NRG has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within ten (10) Business Days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) or (ii) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 3.2(d) hereof, notice thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee, copies of all non-privileged documentation relating thereto; (e) immediately upon becoming aware of the institution of any steps by NRG or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG with respect to any post-retirement Welfare Plan benefit, which has a Material Adverse Effect on NRG notice thereof and copies of all documentation relating thereto; (f) promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of NRG, or showing compliance with the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee may reasonably request.financial covenants set forth in SECTION

Financial Information, Reports, Notices. Except etc. CCSC --------------------------------------------- will furnish, or will cause to be furnished, to each Lender and the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien Administrative Agent copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGCCSC, a consolidated balance sheets sheet of NRG (which will include results for CCSC and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income earnings and cash flows flow of NRG (which will include results for CCSC and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized a Financial Officer of NRG CCSC, it being understood and agreed that the delivery of CCSC's Form 10-Q (as filed with responsibility for financial mattersthe Securities and Exchange Commission) shall satisfy the requirements set forth in this clause); (b) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGCCSC, a copy of the annual audited audit report for such Fiscal Year for NRG (which will include results for CCSC and its Consolidated Subsidiaries), including therein a consolidated balance sheets sheet of NRG (which will include results for CCSC and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Year and consolidated statements of income earnings and cash flows flow of NRG (which will include results for CCSC and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) in a manner acceptable to the Administrative Agent and accompanied the Required Lenders by Price Waterhouse or other independent public accountants reasonably acceptable to the opinion Administrative Agent and the Required Lenders (it being understood and agreed that the delivery of KPMG LLP other internationally recognized independent auditors selected by NRGCCSC's Form 10-K (as filed with the Securities and Exchange Commission) shall satisfy such delivery requirement in this clause) together with a certificate from a Financial Officer of CCSC containing a computation in reasonable detail of, which report shall state that such consolidated financial statements present fairly in all material respects and showing compliance with, each of the financial position ratios and restrictions contained in Section 6.04 and to the effect that, in making the examination necessary for the periods indicated in conformity with GAAP applied on a basis consistent with prior periodssigning of such certificate, such Financial Officer has not become aware of any Default or Event of Default that has occurred and is continuing, or, if such Financial Officer has become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it; (c) as soon as possible available and in any event within ten (10) Business Days 60 days after any Authorized the end of each Fiscal Quarter, a Compliance Certificate, executed by a Financial Officer of NRG obtains knowledge CCSC, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Administrative Agent) compliance with the financial covenants set forth in Section 6.04 and representing as to the absence of the occurrence of (i) each Lease Event of Default or (ii) any default under any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereof, if such event could reasonably be expected to result in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination and the action which NRG or such subsidiary of NRG has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within ten three Business Days after becoming aware of the occurrence of each Default, a statement of a Financial Officer of CCSC setting forth details of such Default and the action which CCSC has taken and proposes to take with respect thereto; (10e) as soon as possible and in any event within five Business Days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) 3.07 which will result in a Material Adverse Effect or (ii) the commencement of any labor controversy, litigation, action, action or proceeding of the type described in Section 3.2(d) hereof3.07, notice thereof andand copies of all documentation relating thereto, upon request of which will result in a Material Adverse Effect; (f) promptly after the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated sending or discharged, the Lease Indenture Trustee and the Pass Through Trusteefiling thereof, copies of all non-privileged documentation relating theretoreports which CCSC sends to any of its security holders, and all reports, registration statements (other than on Form S-8 or any successor form) or other materials which CCSC or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (eg) immediately upon becoming aware of the institution taking of any steps specific actions by NRG CCSC or any other Person to terminate any Pension Plan (other than a standard termination under ERISA pursuant to Section 4041(b)) of ERISA which can be completed without CCSC or any ERISA Affiliate having to provide more than $1,000,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section section 302(f) of ERISA or Section 412 of the CodeERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG CCSC furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG or any member of the Controlled Group CCSC of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penaltypenalty which will have a Material Adverse Effect, or any increase in the contingent liability of NRG CCSC with respect to any post-retirement Welfare Plan benefit, which has benefit if the increase in such contingent liability will result in a Material Adverse Effect on NRG Effect, notice thereof and copies of all documentation relating thereto;; and (fh) promptly following any reasonable request therefor, such other information regarding respecting the condition or operations, business affairs and financial condition or otherwise, of NRG, CCSC or compliance with any of its Subsidiaries as any Lender through the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee Administrative Agent may from time to time reasonably request.

Financial Information, Reports, Notices. Except The Borrower will furnish, or will cause to be furnished, to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien Administrative Agent copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGthe Borrower, consolidated balance sheets of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer of NRG Representative with responsibility for financial matters; (b) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGthe Borrower, a copy of the annual audited audit report for such Fiscal Year for NRG (which will include results for the Borrower and its Consolidated Subsidiaries), including therein consolidated balance sheets of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Year and consolidated statements of income and cash flows of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Year, and accompanied by the unqualified opinion of KPMG LLP Xxxxxx Xxxxxxxx & Co. or other internationally recognized independent auditors selected by NRG, the Borrower which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as possible concurrently with the delivery of financial statements referred to in SECTIONS 8.1.1.(A) and in any event within ten (10) Business Days after any Authorized Officer of NRG obtains knowledge 8.1.1(B), a certificate, executed by the controller, treasurer or chief financial officer of the occurrence Borrower, showing (in reasonable detail and with appropriate calculations and computations (separately specifying, INTER ALIA, Excluded Operating Cash Flow (if any) of (ieach Consolidated Operating Project) each Lease Event of Default or (iiin all respects satisfactory to the Administrative Agent) any default under any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereof, if such event could reasonably be expected to result compliance with the financial covenants set forth in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination SECTION 8.2.8 and the action which NRG or such subsidiary of NRG has taken and proposes to take with respect theretoSECTION 8.2.9; (d) as soon as possible and in any event within ten five Business Days after any Authorized Representative obtains knowledge of the occurrence of each Default, a statement of such Authorized Representative setting forth details of such Default or default and the action which the Borrower has taken and proposes to take with respect thereto; (10e) as soon as possible and in any event within five Business Days after (ix) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) SECTION 7.7 or (iiy) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 3.2(d) hereofSECTION 7.7, notice thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeAdministrative Agent, copies of all non-privileged documentation relating thereto; (ef) promptly after the sending or filing thereof, copies of all reports and registration statements which the Borrower files with the Securities and Exchange Commission or any national securities exchange; (g) immediately upon becoming aware of the institution of any steps by NRG the Borrower or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the CodeERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG the Borrower or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG the Borrower with respect to any post-retirement Welfare Plan benefit, benefit which has a Material Adverse Effect on NRG Effect, notice thereof and copies of all documentation relating thereto; (fh) promptly following as soon as known, any reasonable request thereforchanges in Borrower's Debt Rating by Xxxxx'x or S&P or any other rating agency which maintains a Debt Rating on the Borrower which is used in the Pricing Grid; (i) as soon as known, such the occurrence of any Affiliate Bankruptcy Event; and (j) other information regarding reasonably requested by the operations, business affairs and financial condition of NRG, or compliance with the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee may reasonably requestAdministrative Agent.

Financial Information, Reports, Notices. Except The Borrower shall furnish, or shall cause to be furnished, to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien Administrative Agent copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGthe Borrower, consolidated balance sheets of NRG the Borrower (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of NRG the Borrower (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer Representative of NRG the Borrower with responsibility for financial matters; (b) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGthe Borrower, commencing with the 2004 Fiscal Year, a copy of the annual audited audit report for such Fiscal Year for NRG the Borrower (which will include results for its Consolidated Subsidiaries), including therein consolidated balance sheets of NRG the Borrower (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Year and consolidated statements of income and cash flows of NRG the Borrower (which will include results for its Consolidated Subsidiaries) for such Fiscal Year, and accompanied by the unqualified opinion of KPMG Pricewaterhouse Coopers LLP or other internationally recognized independent auditors selected by NRG, which report shall state the Borrower to the effect that such consolidated financial statements present fairly in all material respects the financial position for condition and results of operations of the periods indicated Borrower and its Subsidiaries on a consolidated basis in conformity accordance with GAAP applied on a basis consistent with prior periodsconsistently applied; (c) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of NRG obtains knowledge the end of the occurrence first and third Fiscal Quarters of (i) each Fiscal Year, an officer's certificate stating the outstanding principal amounts of each of the Powerton/Joliet Lease Event of Default or (ii) any default under any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereof, if such event could reasonably be expected to result in a Material Adverse Effect on NRG, in each case, together with Intercompany Notes and a statement of transactions reconciling such Authorized Officer setting forth details amounts to the last day of such Default, default or termination and the action which NRG or such subsidiary of NRG has taken and proposes to take with respect theretoimmediately preceding Fiscal Quarter; (d) as soon as possible and in any event within ten (10) Business Days after (i) the occurrence of any material adverse development with respect prior to any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) or (ii) the commencement of any labor controversy, litigation, action, proceeding each Fiscal Year of the type described in Section 3.2(dBorrower, an operating budget for the Facilities for the ensuing Fiscal Year, based upon good faith, reasonable assumptions, together with an "income statement variance report" showing the actual experience for the current Fiscal Year (or portion thereof) hereof, notice thereof and, upon request of against the Owner Lessor and, income statement projections for so long as the Lien of the Lease Indenture has not been terminated current Fiscal Year (or discharged, the Lease Indenture Trustee and the Pass Through Trustee, copies of all non-privileged documentation relating theretoportion thereof); (e) immediately upon becoming aware of the institution of any steps by NRG or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG with respect to any post-retirement Welfare Plan benefit, which has a Material Adverse Effect on NRG notice thereof and copies of all documentation relating thereto; (f) promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of NRG, or compliance with the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee may reasonably request.

Financial Information, Reports, Notices. Except etc. CCSC will ------------------------------------------------- furnish, or will cause to be furnished, to each Lender and the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien Administrative Agent copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGCCSC, a consolidated balance sheets sheet of NRG (which will include results for CCSC and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income earnings and cash flows flow of NRG (which will include results for CCSC and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized a Financial Officer of NRG CCSC, it being understood and agreed that the delivery of CCSC's Form 10-Q (as filed with responsibility for financial mattersthe Securities and Exchange Commission), if certified as required in this clause (a), shall satisfy the requirements set forth in this clause); (b) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGCCSC, a copy of the annual audited audit report for such Fiscal Year for NRG (which will include results for CCSC and its Consolidated Subsidiaries), including therein a consolidated balance sheets sheet of NRG (which will include results for CCSC and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Year and consolidated statements of income earnings and cash flows flow of NRG (which will include results for CCSC and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Year, in each case certified (without any Impermissible Qualification) in a manner acceptable to the Administrative Agent and accompanied the Required Lenders by PricewaterhouseCoopers or other independent public accountants reasonably acceptable to the opinion Administrative Agent and the Required Lenders (it being understood and agreed that the delivery of KPMG LLP other internationally recognized independent auditors selected by NRGCCSC's Form 10-K (as filed with the Securities and Exchange Commission), which report if certified as required in this clause (b), shall state satisfy such delivery requirement in this clause) together with a certificate from a Financial Officer of CCSC containing a computation in reasonable detail of, and showing compliance with, each of the financial ratios and restrictions contained in Sections 6.12, 6.13 and 6.14 and to the effect that, in making the examination necessary for the signing of such certificate, such Financial Officer has not become aware of any Default that has occurred and is continuing, or, if such consolidated Financial Officer has become aware of such Default, describing such Default and the steps, if any, being taken to cure it and concurrently with the delivery of the foregoing financial statements, a certificate of the accounting firm that reported on such financial statements present fairly in all material respects stating whether they obtained knowledge during the course of their examination of such financial position for statements of any Default (which certificate may be limited to the periods indicated in conformity with GAAP applied on a basis consistent with prior periodsextent required by accounting rules or guidelines); (c) as soon as available and in any event within 60 days after the end of each Fiscal Quarter, a Compliance Certificate, executed by a Financial Officer of CCSC, showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Administrative Agent) compliance with the financial covenants set forth in Sections 6.12, 6.13 and 6.14 and representing as to the absence of any Default; (d) no later than 30 days following the commencement of each Fiscal Year of CCSC, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for each month during such Fiscal Year) and, promptly when available, any significant revisions of such budget; (e) as soon as possible and in any event within ten (10) three Business Days after any Authorized Officer of NRG obtains knowledge becoming aware of the occurrence of (i) each Lease Event of Default or (ii) any default under any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereofDefault, if such event could reasonably be expected to result in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized a Financial Officer of CCSC setting forth details of such Default, default or termination Default and the action which NRG or such subsidiary of NRG CCSC has taken and proposes to take with respect thereto; (df) as soon as possible and in any event within ten (10) five Business Days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, action or labor controversy of the type proceeding described in Section 3.2(d) 3.07 which could reasonably be expected to result in a Material Adverse Effect or (ii) the commencement of any labor controversy, litigation, action, action or proceeding of the type described in Section 3.2(d) hereof3.07, which could reasonably be expected to result in a Material Adverse Effect or which purports to affect the legality, validity or enforceability of this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, notice thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee, copies of all non-privileged documentation relating thereto; (eg) promptly after the sending or filing thereof, copies of all reports which CCSC sends to any of its security holders, and all reports, registration statements (other than on Form S-8 or any successor form) or other materials which CCSC or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; (h) immediately upon becoming aware of the institution taking of any steps specific actions by NRG CCSC or any other Person to terminate any Pension Plan (other than a standard termination under ERISA pursuant to Section 4041(b)) of ERISA which can be completed without CCSC or any ERISA Affiliate having to provide more than $1,000,000 in addition to the normal contribution required for the plan year in which termination occurs to make such Pension Plan sufficient), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section section 302(f) of ERISA or Section 412 of the CodeERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG CCSC furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG or any member of the Controlled Group CCSC of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)liability, fine or penaltypenalty which could reasonably be expected to have a Material Adverse Effect, or any increase in the contingent liability of NRG CCSC with respect to any post-retirement Welfare Plan benefit, benefit if the increase in such contingent liability which has could reasonably be expected to have a Material Adverse Effect on NRG Effect, notice thereof and copies of all documentation relating thereto; (fi) promptly as soon as possible, notice of any other development that could reasonably be expected to result in a Material Adverse Effect; (j) on the 10th day of each month (or, if not a Business Day, the Business Day immediately following any reasonable request thereforsuch day) a report setting forth (i) a description of the status of CCSC's asset sale program in such detail reasonably acceptable to the Administrative Agent, (ii) the amount of aggregate commitments, aggregate outstandings and aggregate unused availability on such date under the Permitted Receivables Financing, (iii) the amount of aggregate unused availability on such date of Revolving Credit Commitments, (iv) the aggregate amount of Permitted Investments held by CCSC and its Subsidiaries on such date and (v) the aggregate amount of cash held in immediately available funds by CCSC and its Subsidiaries on such date; (k) such other information regarding respecting the condition or operations, business affairs and financial condition or otherwise, of NRG, CCSC or compliance with any of its Subsidiaries as any Lender through the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee Administrative Agent may from time to time reasonably request.

Financial Information, Reports, Notices. Except The Borrower will furnish, or will cause to be furnished, to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien Administrative Agent copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGeach of the Borrower, Midwest and Xxxxx City, consolidated balance sheets of NRG (which will include results for its Consolidated Subsidiaries) each such Person as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of NRG (which will include results for its Consolidated Subsidiaries) each such Person for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer of NRG Representative with responsibility for financial matters; (b) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGeach of the Borrower, Midwest and Xxxxx City, commencing with the 2006 Fiscal Year of each such Person, a copy of the annual audited audit report for such Fiscal Year for NRG (which will include results for its Consolidated Subsidiaries)each such Person, including therein consolidated balance sheets of NRG (which will include results for its Consolidated Subsidiaries) each such Person as of the end of such Fiscal Year and consolidated statements of income and cash flows of NRG (which will include results for its Consolidated Subsidiaries) each such Person for such Fiscal Year, and accompanied by the unqualified opinion of KPMG Pricewaterhouse Coopers LLP or other internationally recognized independent auditors selected by NRG, such Person which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer concurrently with the delivery of NRG obtains knowledge financial statements of the occurrence Borrower referred to in Sections 7.1.1.(a) and 7.1.1 (b), a certificate, executed by the controller, treasurer or chief financial officer of the Borrower, showing (iin reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Administrative Agent) each Lease Event of Default or (ii) any default under any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereof, if such event could reasonably be expected to result compliance with the financial covenants set forth in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination Section 7.2.9 and the action which NRG or such subsidiary of NRG has taken and proposes to take with respect theretoSection 7.2.10; (d) as soon as possible and in any event within ten five (105) Business Days after any Authorized Representative of the Borrower obtains knowledge of the occurrence of each Default, a statement of such Authorized Representative setting forth details of such Default and the action which the Borrower has taken and proposes to take with respect thereto; (e) as soon as possible and in any event within five (5) Business Days after (ix) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) 6.7 or (iiy) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 3.2(d) hereof6.7, notice thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through TrusteeAdministrative Agent, copies of all non-privileged documentation relating thereto; (ef) promptly after the sending or filing thereof, copies of all reports and registration statements which the Borrower or any Collateral Party (and each Subsidiary of a Collateral Party) files with the Securities and Exchange Commission or any national securities exchange; (g) immediately upon becoming aware of the institution of any steps by NRG the Borrower or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the CodeERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG the Borrower or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG the Borrower with respect to any post-retirement Welfare Plan benefit, benefit which has a Material Adverse Effect on NRG Effect, notice thereof and copies of all documentation relating thereto; (fh) promptly following as soon as known, any reasonable request thereforchanges in Borrower’s Debt Rating by Xxxxx’x or S&P or any other rating agency which maintains a Debt Rating on the Borrower; (i) as soon as known, the occurrence of any Affiliate Bankruptcy Event; (j) as soon as possible and in any event within five (5) Business Days after any Authorized Officer of the Borrower obtains knowledge of the occurrence of each Significant Collateral Party Event, a statement of such Authorized Representative setting forth the details of such Significant Collateral Party Event and a calculation of the Interest Coverage Ratio on a Pro Forma basis as required by Section 7.2.9; (k) copies of the documents governing Permitted Refinancing Indebtedness of each Financed Subsidiary referred to in the definition of “Correlative Financing Provisions” and all amendments, supplements and modifications thereto; and (l) other information regarding reasonably requested by the operations, business affairs and financial condition of NRG, or compliance with the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee may reasonably requestAdministrative Agent.

Financial Information, Reports, Notices. Except Guarantor will furnish, or will cause to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Databe furnished, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGGuarantor, unaudited consolidated balance sheets of NRG (which will include results for Guarantor and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter and unaudited consolidated statements statement of income and cash flows of NRG (which will include results for Guarantor and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer of NRG Representative with responsibility for financial matters; (b) as soon as available and in any event within one-hundred-and-one hundred and twenty (120) days after the end of each Fiscal Year of NRGGuarantor, a copy of the annual audited report for such Fiscal Year for NRG (which will include results for Guarantor and its Consolidated Subsidiaries), including therein consolidated balance sheets of NRG (which will include results for Guarantor and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Year and consolidated statements of income and cash flows of NRG (which will include results for Guarantor and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Year, and accompanied by the unqualified opinion of KPMG LLP Xxxxxx Xxxxxxxx & Co. or other internationally recognized independent auditors selected by NRG, Guarantor which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of NRG obtains knowledge concurrently with the delivery of the occurrence financial statements referred to in SECTION 13.1(a), a certificate, executed by the controller, treasurer or chief financial officer of Guarantor, showing (iin reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Investors and Noteholders) each Lease Event of Default or (ii) any default under any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereof, if such event could reasonably be expected to result compliance with the financial covenant set forth in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination and the action which NRG or such subsidiary of NRG has taken and proposes to take with respect theretoSECTION 14.9; (d) as soon as possible and in any event within ten five (105) Business Days after any Authorized Representative obtains knowledge of the occurrence of each Lease Default or default under material agreements of Guarantor, a statement of such Authorized Representative setting forth details of such Lease Default or default and the action which Guarantor has taken and proposes to take with respect thereto; (e) as soon as possible and in any event within five (5) Business Days after (ix) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) SECTION 9.5 or (iiy) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 3.2(d) hereofSECTION 9.5, notice thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee Investors and the Pass Through Trustee, Noteholders copies of all non-privileged documentation relating thereto; (ef) as soon as known, the occurrence of any Rating Event; and (g) immediately upon becoming aware of the institution of any steps by NRG the Guarantor or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the CodeERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG the Guarantor furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG the Guarantor or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penaltypenalty which liability could reasonably be expected to have a Material Adverse Effect on Guarantor, or any increase in the contingent liability of NRG the Guarantor with respect to any post-retirement Welfare Plan benefit, benefit which has a Material Adverse Effect on NRG Guarantor, notice thereof and copies of all documentation relating thereto; (f) promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of NRG, or compliance with the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee may reasonably request.

Financial Information, Reports, Notices. Except ETC. Micro will furnish, or will cause to the extent that such documents are made publicly available via be furnished, to each Lender Party (1) promptly after filing, copies of each Form 10-K, Form 10-Q, and Form 8-K (or any respective successor forms) filed with the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval Commission (XXXXXor any successor authority) or similar public electronic databaseany national securities exchange (including, NRG shall furnish in each case, any exhibits thereto requested by any Lender Party), and (2) to the Owner Trusteeextent not disclosed in such Forms 10-K, Forms 10-Q, and Forms 8-K (or respective successor forms) for the Owner Lessorapplicable period, the Owner Participant and, for as long as the Lien copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) 120 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGMicro, a copy of the annual audit report for such Fiscal Year for Micro and its Consolidated Subsidiaries, including therein consolidated balance sheets of NRG (which will include results for Micro and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter Year and consolidated statements of income earnings, stockholders' equity and cash flows flow of NRG (which will include results for Micro and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Quarter and Year, setting forth in each case, in comparative form, the figures for the period commencing at preceding Fiscal Year, in each case certified (without any Impermissible Qualification, except that (i) qualifications relating to pre-acquisition balance sheet accounts of Person(s) acquired by Micro or any of its Subsidiaries and (ii) statements of reliance in the end auditor's opinion on another accounting firm shall not be deemed an Impermissible Qualification) in a manner satisfactory to the Securities and Exchange Commission (under applicable United States securities law) by Price Waterhouse or its successors or other independent public accountants of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer of NRG with responsibility for financial mattersnational reputation; (b) as soon as available and in any event within one-hundred-and-twenty (120) 60 days after the end of each of the first three Fiscal Periods occurring during any Fiscal Year of NRGMicro, a copy of the annual audited report unaudited consolidated financial statements of Micro and its Consolidated Subsidiaries, consisting of (i) a balance sheet as of the close of such Fiscal Period and (ii) related statements of earnings and cash flows for such Fiscal Period and from the beginning of such Fiscal Year for NRG (which will include results for its Consolidated Subsidiaries), including therein consolidated balance sheets of NRG (which will include results for its Consolidated Subsidiaries) as of to the end of such Fiscal Year Period, in each case certified by an officer who is an Authorized Person of Micro as to (A) being a complete and consolidated correct copy of such financial statements which have been prepared in accordance with GAAP consistently applied as provided in SECTION 1.4, and (B) presenting fairly the financial position of income Micro and cash flows of NRG (which will include results for its Consolidated Subsidiaries) for such Fiscal Year, and accompanied by the opinion of KPMG LLP other internationally recognized independent auditors selected by NRG, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as possible and in any event within ten at the time of delivery of each financial statement required by CLAUSE (10a) Business Days after any Authorized Officer of NRG obtains knowledge of the occurrence of (i) each Lease Event of Default or (iib) (or Form 10-Q or 10-K in lieu thereof), a certificate signed by an Authorized Person of Micro stating that no Default has occurred and is continuing (or if a Default has occurred and is continuing, and without prejudice to any default under rights or remedies of any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereofLender Party hereunder in connection therewith, if such event could reasonably be expected to result in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination the nature thereof and the action which NRG or such subsidiary of NRG Micro has taken and or proposes to take with respect thereto); (d) at the time of delivery of each financial statement required by CLAUSE (a) or (b) (or Form 10-Q or 10-K in lieu thereof), a Compliance Certificate showing compliance with the financial covenants set forth in SECTION 8.2; (e) notice of, as soon as possible and in any event within ten (10) Business Days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy disclosed in ITEM 7.8 (Litigation) of the type described in Section 3.2(d) Disclosure Schedule, or (ii) the commencement of any labor controversy, litigation, action, or proceeding of the type described in Section 3.2(dSECTION 7.8; (f) hereof, notice thereof and, upon request of promptly after the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefiling thereof, copies of all non-privileged documentation any registration statements (other than the exhibits thereto and excluding any registration statement on Form S-8 and any other registration statement relating theretoexclusively to stock, bonus, option, 401(k) and other similar plans for officers, directors, and employees of Micro, Industries, Entertainment, or any of their respective Subsidiaries); (eg) immediately upon becoming aware of the institution of any steps by NRG any EUROPEAN CREDIT AGREEMENT Obligor or any other Person to terminate any Pension Plan (other than a standard termination under ERISA pursuant to Section 4041(b))) of ERISA, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f302(t) of ERISA or Section 412 of the CodeERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG any Obligor furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any other event with respect to any Pension Plan which could result which, in the incurrence by NRG or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)such case, fine or penaltyresults in, or any increase in the contingent liability of NRG with respect would reasonably be expected to any post-retirement Welfare Plan benefitresult in, which has a Material Adverse Effect on NRG Effect, notice thereof and copies of all documentation relating thereto; (fh) as soon as possible, and in any event within three Business Days after becoming aware of the occurrence of a Default or any inaccuracy in the financial statements delivered pursuant to CLAUSE (a) or (b) of SECTION 8.1.1 if the result thereof is not to present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended, a statement of an Authorized Person of Micro setting forth the details of such Default or inaccuracy and the action which Micro has taken or proposes to take with respect thereto; (i) in the case of each Borrower, promptly following the consummation of any transaction described in SECTION 8.2.5, a description in reasonable request therefor, detail regarding the same; and (j) such other information regarding respecting the condition or operations, business affairs and financial condition or otherwise, of NRGeach Borrower, or compliance with any of their respective Subsidiaries as any Lender through the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee Administrative Agent may from time to time reasonably request.

Financial Information, Reports, Notices. Except etc. Micro will furnish, or will cause to the extent that such documents are made publicly available via be furnished, to each Lender Party (1) promptly after filing, copies of each Form 10-K, Form 10-Q, and Form 8-K (or any respective successor forms) filed with the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval Commission (XXXXXor any successor authority) or similar public electronic databaseany national securities exchange (including, NRG shall furnish in each case, any exhibits thereto requested by any Lender Party), and (2) to the Owner Trusteeextent not disclosed in such Forms 10-K, Forms 10-Q, and Forms 8-K (or respective successor forms) for the Owner Lessorapplicable period, the Owner Participant and, for as long as the Lien copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) 90 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGMicro, a copy of the annual audit report for such Fiscal Year for Micro and its Consolidated Subsidiaries, including therein consolidated balance sheets of NRG (which will include results for Micro and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter Year and consolidated statements of income income, stockholders’ equity and cash flows flow of NRG (which will include results for Micro and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Quarter and Year, setting forth in each case, in comparative form, the figures for the period commencing at preceding Fiscal Year, in each case certified (without any Impermissible Qualification, except that (i) qualifications relating to pre-acquisition balance sheet accounts of Person(s) acquired by Micro or any of its Subsidiaries and (ii) statements of reliance in the end auditor’s opinion on another accounting firm shall not be deemed an Impermissible Qualification) in a manner satisfactory to the Securities and Exchange Commission (under applicable United States securities law) by PricewaterhouseCoopers, LLP or its successors or other independent public accountants of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer of NRG with responsibility for financial mattersnational reputation; (b) as soon as available and in any event within one-hundred-and-twenty (120) 60 days after the end of each of the first three Fiscal Periods occurring during any Fiscal Year of NRGMicro, a copy of the annual audited report for such Fiscal Year for NRG (which will include results for unaudited consolidated financial statements of Micro and its Consolidated Subsidiaries), including therein consolidated consisting of (i) a balance sheets of NRG (which will include results for its Consolidated Subsidiaries) sheet as of the end close of such Fiscal Year Period and consolidated (ii) related statements of income and cash flows for such Fiscal Period and from the beginning of NRG such Fiscal Year to the end of such Fiscal Period, in each case certified by an officer who is an Authorized Person of Micro as to (A) being a complete and correct copy of such financial statements which will include results for have been prepared in accordance with GAAP consistently applied as provided in Section 1.4, and (B) presenting fairly the financial position of Micro and its Consolidated Subsidiaries) for such Fiscal Year, and accompanied by the opinion of KPMG LLP other internationally recognized independent auditors selected by NRG, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as possible and in any event within ten (10) Business Days after any Authorized Officer of NRG obtains knowledge of the occurrence of (i) each Lease Event of Default or (ii) any default under any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereof, if such event could reasonably be expected to result in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination and the action which NRG or such subsidiary of NRG has taken and proposes to take with respect thereto; (d) as soon as possible and in any event within ten (10) Business Days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) or (ii) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 3.2(d) hereof, notice thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee, copies of all non-privileged documentation relating thereto; (e) immediately upon becoming aware of the institution of any steps by NRG or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG with respect to any post-retirement Welfare Plan benefit, which has a Material Adverse Effect on NRG notice thereof and copies of all documentation relating thereto; (f) promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of NRG, or compliance with the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee may reasonably request.

Financial Information, Reports, Notices. Except etc. Micro will furnish, or will cause to the extent that such documents are made publicly available via be furnished, to each Lender Party (1) promptly after filing, copies of each Form 10-K, Form 10-Q, and Form 8-K (or any respective successor forms) filed with the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval Commission (XXXXXor any successor authority) or similar public electronic databaseany national securities exchange (including, NRG shall furnish in each case, any exhibits thereto requested by any Lender Party), and (2) to the Owner Trusteeextent not disclosed in such Forms 10-K, Forms 10-Q, and Forms 8-K (or respective successor forms) for the Owner Lessorapplicable period, the Owner Participant and, for as long as the Lien copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) 90 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGMicro, a copy of the annual audit report for such Fiscal Year for Micro and its Consolidated Subsidiaries, including therein consolidated balance sheets of NRG (which will include results for Micro and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter Year and consolidated statements of income income, stockholders’ equity and cash flows flow of NRG (which will include results for Micro and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Quarter and Year, setting forth in each case, in comparative form, the figures for the period commencing at preceding Fiscal Year, in each case certified (without any Impermissible Qualification, except that (i) qualifications relating to pre-acquisition balance sheet accounts of Person(s) acquired by Micro or any of its Subsidiaries and (ii) statements of reliance in the end auditor’s opinion on another accounting firm shall not be deemed an Impermissible Qualification) in a manner satisfactory to the Securities and Exchange Commission (under applicable United States securities law) by PricewaterhouseCoopers, LLP or its successors or other independent public accountants of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer of NRG with responsibility for financial mattersnational reputation; (b) as soon as available and in any event within one-hundred-and-twenty (120) 60 days after the end of each of the first three Fiscal Periods occurring during any Fiscal Year of NRGMicro, a copy of the annual audited report for such Fiscal Year for NRG (which will include results for unaudited consolidated financial statements of Micro and its Consolidated Subsidiaries), including therein consolidated consisting of (i) a balance sheets of NRG (which will include results for its Consolidated Subsidiaries) sheet as of the end close of such Fiscal Year Period and consolidated (ii) related statements of income and cash flows for such Fiscal Period and from the beginning of NRG such Fiscal Year to the end of such Fiscal Period, in each case certified by an officer who is an Authorized Person of Micro as to (A) being a complete and correct copy of such financial statements which will include results for have been prepared in accordance with GAAP consistently applied as provided in Section 1.4, and (B) presenting fairly the financial position of Micro and its Consolidated Subsidiaries) for such Fiscal Year, and accompanied by the opinion of KPMG LLP other internationally recognized independent auditors selected by NRG, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as possible and in any event within ten at the time of delivery of each financial statement required by clause (10a) Business Days after any Authorized Officer of NRG obtains knowledge of the occurrence of (i) each Lease Event of Default or (iib) above (or Form 10--Q or 10--K in lieu thereof), a certificate signed by an Authorized Person of Micro stating that no Default has occurred and is continuing (or if a Default has occurred and is continuing, and without prejudice to any default under rights or remedies of any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereofLender Party hereunder in connection therewith, if such event could reasonably be expected to result in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination the nature thereof and the action which NRG or such subsidiary of NRG Micro has taken and or proposes to take with respect thereto); (d) at the time of delivery of each financial statement required by clause (a) or (b) above (or Form 10-Q or 10-K in lieu thereof), a Compliance Certificate showing compliance with the financial covenants set forth in Section 8.2.3; (e) notice of, as soon as possible and in any event within ten (10) Business Days after (i) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy disclosed in Item 7.8 (Litigation) of the type described in Section 3.2(d) Disclosure Schedule, or (ii) the commencement of any labor controversy, litigation, action, or proceeding of the type described in Section 3.2(d7.8; (f) hereof, notice thereof and, upon request of promptly after the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefiling thereof, copies of all non-privileged documentation any registration statements (other than the exhibits thereto and excluding any registration statement on Form S-8 and any other registration statement relating theretoexclusively to stock, bonus, option, 401(k) and other similar plans for officers, directors, and employees of Micro or any of its Subsidiaries); (eg) immediately upon becoming aware of the institution of any steps by NRG any Obligor or any other Person to terminate any Pension Plan (other than a standard termination under ERISA pursuant to Section 4041(b))) of ERISA, or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f302(t) of ERISA or Section 412 of the CodeERISA, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG any Obligor furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any other event with respect to any Pension Plan which could result which, in the incurrence by NRG or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan)such case, fine or penaltyresults in, or any increase in the contingent liability of NRG with respect would reasonably be expected to any post-retirement Welfare Plan benefitresult in, which has a Material Adverse Effect on NRG Effect, notice thereof and copies of all documentation relating thereto; (fh) as soon as possible, and in any event within three Business Days after becoming aware of the occurrence of a Default or any inaccuracy in the financial statements delivered pursuant to clause (a) or (b) above if the result thereof is not to present fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of their operations for the periods then ended, a statement of an Authorized Person of Micro setting forth the details of such Default or inaccuracy and the action which Micro has taken or proposes to take with respect thereto; (i) in the case of each Borrower, promptly following the consummation of any transaction described in Section 8.2.5, a description in reasonable request therefor, detail regarding the same; and (j) such other information regarding respecting the condition or operations, business affairs and financial condition or otherwise, of NRGeach Borrower, or compliance with any of their respective Subsidiaries as any Lender through the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee Administrative Agent may from time to time reasonably request.

Financial Information, Reports, Notices. Except The Borrower --------------------------------------- shall furnish, or shall cause to be furnished, to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien Administrative Agent copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGthe Borrower, consolidated balance sheets of NRG the Borrower (which will include results for its Consolidated Subsidiariesconsolidated subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of NRG the Borrower (which will include results for its Consolidated Subsidiariesconsolidated subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer Representative of NRG the Borrower with responsibility for financial matters; (b) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGthe Borrower, commencing with the 1999 Fiscal Year, a copy of the annual audited audit report for such Fiscal Year for NRG the Borrower (which will include results for its Consolidated Subsidiariesconsolidated subsidiaries), including therein consolidated balance sheets of NRG the Borrower (which will include results for its Consolidated Subsidiariesconsolidated subsidiaries) as of the end of such Fiscal Year and consolidated statements of income and cash flows of NRG the Borrower (which will include results for its Consolidated Subsidiariesconsolidated subsidiaries) for such Fiscal Year, and accompanied by the opinion of KPMG LLP Xxxxxx Xxxxxxxx & Co. or other internationally recognized independent auditors selected by NRGthe Borrower, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) concurrently with the delivery of the financial statements referred to in Section 8.1.1(b), either: (i) the annual report provided to ---------------- senior management and shareholders of the Borrower for the preceding calendar year with respect to the Generating Station, or (ii) a report for the preceding calendar year with respect to the Generating Station covering the following matters: (A) production, including availability, output, planned outages and unplanned outages (and the reason for such unplanned outages); (B) environmental matters; (C) health and safety matters, to the extent the same shall have given rise to material claims against any Loan Party; (D) implementation of the Environmental Capital Expenditure Program; (E) significant plant activities, such as major plant overhauls, alterations, modifications and other capital expenditures, significant changes in plant operations and major operating incidents; and (F) market activities, including quantum and average price of energy and capacity delivered by the Generating Station to the NY Pool and PJM; (d) concurrently with the delivery of the financial statements referred to in Section 8.1.1(b), an operating budget for the Generating -------- Station for the current calendar year, together with, in the case of each calendar year beginning with the year 2000, an "income statement variance report" showing the actual experience for the preceding calendar year (or portion thereof) against the income statement projections for the preceding calendar year (or portion thereof); (e) on each Quarterly Payment Date on which the Borrower intends to make any Investment pursuant to Section 8.2.5(b) or any Restricted Payment ---------------- pursuant to clause (b) of the proviso contained in Section 8.2.7 and, ------------- commencing July 1, 1999, within 60 days after each other Quarterly Payment Date, a certificate, executed by an Authorized Representative of the Borrower with responsibility for financial matters, showing (i) the actual Debt Service Coverage Ratio for the 12-month period ended on the last day of the immediately preceding Fiscal Quarter, (ii) the projected Debt Service Coverage Ratio for the 12-month period commencing on the first day of the then current Fiscal Quarter and (iii) the projected Debt Service Coverage Ratio for the 12-month period commencing on the first anniversary of the first day of the then current Fiscal Quarter, in each case, in reasonable detail with appropriate calculations and computations and, in the case of projections, calculated on the basis of stated assumptions reasonably acceptable to the Administrative Agent; (f) as soon as possible and in any event within ten (10) five Business Days after any Authorized Officer Representative of NRG the Borrower obtains knowledge of the occurrence of (i) each Lease Event of Default or under this Agreement and (ii) any default under any other material agreement to which NRG or the any of its subsidiaries Loan Party is a party or any termination thereof, if such event could reasonably be expected to result in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer Representative setting forth details of such Default, default or termination and the action which NRG or such subsidiary of NRG Loan Party has taken and proposes to take with respect thereto; (dg) as soon as possible and in any event within ten (10) five Business Days after (i) the commencement of, or the occurrence of any material adverse development with respect to to, any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) 7.10 or (ii) the commencement ------------ of any labor controversy, litigation, action, proceeding of the type described in Section 3.2(d) hereof7.10, notice thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee------------ Administrative Agent, copies of all non-privileged documentation relating theretothereto (other than documentation subject to the attorney-client privilege); (eh) promptly after the sending or filing thereof, copies of all reports and registration statements which the Borrower files with the Securities and Exchange Commission or any national securities exchange; (i) immediately upon becoming aware of the institution of any steps by NRG the Borrower or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG the Borrower furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG the Borrower or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG the Borrower with respect to any post-retirement Welfare Plan benefitbenefit the occurrence or expected occurrence of any Reportable Event or the termination, which has Reorganization or Insolvency of any Multiemployer Plan or the complete or partial withdrawal by any Loan Party or any member of the Controlled Group from a Material Adverse Effect on NRG Multiemployer Plan, notice thereof and copies of all documentation relating thereto; (fj) promptly following as soon as possible and in any reasonable request thereforevent within five Business Days after any Authorized Representative of the Borrower obtains knowledge of the occurrence or notice of any changes in Borrower's Debt Rating by Xxxxx'x or S&P or any other rating agency which maintains a Debt Rating on the Borrower which is used in determining the Applicable Margin; (k) within ten Business Days after each anniversary of the Effective Date, such a certificate from EME Homer City's insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of Section 8.1.5; ------------- (l) as soon as possible and in any event within five Business Days after any Authorized Representative of the Borrower obtains (i) knowledge of the occurrence, notice of any casualty, damage or loss to the Generating Station, whether or not insured, through fire, theft, other information regarding hazard or casualty, involving a probable loss of $3,000,000 or more or (ii) knowledge of the operationsoccurrence, business affairs notice of any cancellation, notice of threatened or potential cancellation or material change in the terms, coverage or amounts of any policy of insurance required to be maintained pursuant to Section ------- 8.1.5; ----- (m) as soon as possible and financial condition in any event within five Business Days after any Authorized Representative of NRGthe Borrower obtains knowledge of the occurrence, notice of any material modification of the Environmental Capital Expenditure Program; and (n) as soon as possible and in any event within five Business Days after any Authorized Representative of the Borrower obtains knowledge of the occurrence, notice that any Governmental Authority may revoke, or compliance with the terms of this Agreement refuse to grant or the other Operative Documentsrenew, as Owner Lessoror materially modify, the Owner Participant, the Lease Indenture Trustee any material Governmental Approval held or the Pass Through Trustee may reasonably requestsought by any Loan Party.

Financial Information, Reports, Notices. Except The Borrower will furnish, or will cause to be furnished, to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien Agent copies of the Lease Indenture Trustee has not been terminated or dischargedfollowing financial statements, the Lease Indenture Trustee reports, notices and the Pass Through Trusteeinformation: (a) as soon as available and in any event within sixty (60) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGthe Borrower, consolidated balance sheets of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer the controller, treasurer or chief financial officer of NRG with responsibility for financial mattersthe Borrower; (b) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGthe Borrower, a copy of the annual audited audit report for such Fiscal Year for NRG (which will include results for the Borrower and its Consolidated Subsidiaries), including therein consolidated balance sheets of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries as of the end of such Fiscal Year and consolidated statements of income and cash flows of NRG (which will include results for the Borrower and its Consolidated Subsidiaries) Subsidiaries for such Fiscal Year, and accompanied by the opinion of KPMG LLP Xxxxxx Xxxxxxxx & Co. or other internationally independent public accountants of recognized independent auditors national standing selected by NRG, the Borrower which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) as soon as possible available and in any event within ten (10) Business Days 45 days after any Authorized Officer the end of NRG obtains knowledge each Fiscal Quarter, a certificate, executed by the controller, treasurer or chief financial officer of the occurrence of Borrower, showing (iin reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Agent) each Lease Event of Default or (ii) any default under any other material agreement to which NRG or any of its subsidiaries is a party or any termination thereof, if such event could reasonably be expected to result compliance with the financial covenants set forth in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination and the action which NRG or such subsidiary of NRG has taken and proposes to take with respect thereto; Section 8.2.4; ------------- (d) as soon as possible and in any event within ten (10) five Business Days after (i) any Authorized Representative obtains knowledge of the occurrence of any material adverse development each Default, a statement of the controller, treasurer or chief financial officer of the Borrower setting forth details of such Default and the action which the Borrower has taken and proposes to take with respect to any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(d) or (ii) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 3.2(d) hereof, notice thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trustee, copies of all non-privileged documentation relating thereto; (e) immediately upon becoming aware of the institution of any steps by NRG or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG with respect to any post-retirement Welfare Plan benefit, which has a Material Adverse Effect on NRG notice thereof and copies of all documentation relating thereto; (f) promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of NRG, or compliance with the terms of this Agreement or the other Operative Documents, as Owner Lessor, the Owner Participant, the Lease Indenture Trustee or the Pass Through Trustee may reasonably request.

Financial Information, Reports, Notices. Except to the extent that such documents are made publicly available via the Securities and Exchange Commission’s Electronic Data, Gathering, Analysis and Retrieval (XXXXX) or similar public electronic database, NRG Holdings shall furnish to the Owner Trustee, the Owner Lessor, the Owner Participant and, for as long as the Lien of the Lease Indenture Trustee has not been terminated or dischargedParticipant, the Lease Indenture Trustee Midwest LC Issuer, the RCE LC Issuer and the Pass Through TrusteeHolder Representative: (a) as soon as available and in any event within sixty (60) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of NRGHoldings, consolidated balance sheets of NRG Holdings (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Quarter and consolidated statements of income and cash flows of NRG Holdings (which will include results for its Consolidated Subsidiaries) for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, certified by an Authorized Officer of NRG Holdings with responsibility for financial matters; (b) as soon as available and in any event within one-hundred-and-twenty (120) 120 days after the end of each Fiscal Year of NRGHoldings, commencing with the 1999 Fiscal Year, a copy of the annual audited audit report for such Fiscal Year for NRG Holdings (which will include results for its Consolidated Subsidiaries), including therein consolidated balance sheets of NRG Holdings (which will include results for its Consolidated Subsidiaries) as of the end of such Fiscal Year and consolidated statements of income and cash flows of NRG Holdings (which will include results for its Consolidated Subsidiaries) for such Fiscal Year, and accompanied by the opinion of KPMG LLP Xxxxxx Xxxxxxxx & Co. or other internationally recognized independent auditors selected by NRGHoldings, which report shall state that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior periods; (c) concurrently with the delivery of the financial statements referred to in SECTION 7.1(a), and on each Quarterly Payment Date on which Holdings intends to make any capital expenditure pursuant to SECTION 8.11 or any Restricted Payment pursuant to SECTION 8.12 and, commencing January 1, 2000, within 60 days after each other Quarterly Payment Date, a certificate, executed by an Authorized Officer of Holdings with responsibility for financial matters, showing (i) the Debt Service Coverage Ratio for the 12-month period ended on the last day of the immediately preceding Fiscal Quarter, (ii) the projected Debt Service Coverage Ratio for the 12-month period commencing on the first day of the then current Fiscal Quarter, (iii) the projected Debt Service Coverage Ratio for the 12-month period commencing on the first anniversary of the first day of the then current Fiscal Quarter and (iv) the Debt to Capital Ratio as at the last day of the immediately preceding Fiscal Quarter, in each case, in reasonable detail with appropriate calculations and computations and, in the case of projections, calculated on the basis of stated assumptions reasonably acceptable to the Owner Lessor and, so long as the Lessor Notes are outstanding, the Holder Representative; (d) within 120 days after the end of each calendar year, Holdings shall deliver a report for the preceding calendar year with respect to the Generating Assets covering the following matters: (i) production, including availability, output, planned outages and unplanned outages (and the reason for such unplanned outages); (ii) environmental matters to the extent the same shall have given rise to material claims against Holdings or any of its Subsidiaries; (iii) health and safety matters to the extent the same shall have given rise to material claims against Holdings or any of its Subsidiaries; (iv) significant plant activities, such as major plant overhauls, alterations, modifications and other capital expenditures, significant changes in plant operations and major operating incidents; and (v) market activities, quantities and average price of delivered energy and capacity; (e) concurrently with the delivery of the annual report referred to in Section 7.1(d) above, Holdings shall furnish an operating budget for the Generating Assets for the current calendar year, together with, in the case of each calendar year beginning with the year 2000, an "income statement variance report" showing the actual experience for the preceding calendar year (or portion thereof) against the income statement projections for the preceding calendar year (or portion thereof); (f) as soon as possible and in any event within ten (10) five Business Days after any Authorized Officer of NRG Holdings obtains knowledge of the occurrence of (i) each Lease Event of Default or under this Agreement and (ii) any default under any other material agreement to which NRG Holdings or any of its subsidiaries is a party or any termination thereof, if such event could reasonably be expected to result in a Material Adverse Effect on NRG, in each case, together with a statement of such Authorized Officer setting forth details of such Default, default or termination and the action which NRG Holdings or such subsidiary of NRG Holdings has taken and proposes to take with respect thereto; (dg) as soon as possible and in any event within ten (10) five Business Days after (i) the commencement of, or the occurrence of any material adverse development with respect to to, any litigation, action, proceeding, or labor controversy of the type described in Section 3.2(dSECTION 3.2(i); (h) promptly after the sending or (ii) the commencement of any labor controversy, litigation, action, proceeding of the type described in Section 3.2(d) hereof, notice thereof and, upon request of the Owner Lessor and, for so long as the Lien of the Lease Indenture has not been terminated or discharged, the Lease Indenture Trustee and the Pass Through Trusteefiling thereof, copies of all non-privileged documentation relating theretoreports and registration statements which Holdings files with the Securities and Exchange Commission or any national securities exchange; (ei) immediately upon becoming aware of the institution of any steps by NRG Holdings or any other Person to terminate any Pension Plan (other than a standard termination under ERISA Section 4041(b)), or the failure to make a required contribution to any Pension Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code, or the taking of any action with respect to a Pension Plan which could result in the requirement that NRG Holdings furnish a bond or other security to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan which could result in the incurrence by NRG Holdings or any member of the Controlled Group of any material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty, or any increase in the contingent liability of NRG Holdings with respect to any post-retirement Welfare Plan benefit, which has the occurrence or expected occurrence of any Reportable Event or the termination, Reorganization or Insolvency of any Multiemployer Plan or the complete or partial withdrawal by Holdings or any member of the Controlled Group from a Material Adverse Effect on NRG Multiemployer Plan, notice thereof and copies of all documentation relating thereto; (fj) as soon as possible and in any event within five Business Days after any Authorized Officer of Holdings obtains knowledge or notice of the occurrence of any changes in Holdings' Debt Rating by Xxxxx'x or S&P; (k) within ten Business Days after each anniversary of the Closing Date, a certificate from Holdings's insurers or insurance agents evidencing that the insurance policies in place satisfy the requirements of the Operative Documents; (l) as soon as possible and in any event within five Business Days after any Authorized Officer of Holdings obtains (i) knowledge of the occurrence thereof, notice of any casualty, damage or loss to the Generating Assets, whether or not insured, through fire, theft, other hazard or casualty, involving a probable loss of $5,000,000 or more or (ii) knowledge of (A) the occurrence, notice of any cancellation, notice of threatened or potential cancellation or (B) any material change in the terms, coverage or amounts of any policy of insurance which would result in such policy deviating from Prudent Industry Practice; (m) as soon as possible and in any event within five Business Days after any Authorized Officer of Holdings obtains knowledge of the occurrence thereof, notice that any Governmental Authority may revoke, or refuse to grant or renew, or materially modify, any material Governmental Approval described in SECTION 3.1(c); (n) concurrently with the delivery of the financial statements referred to in SECTION 7.1(b), Holdings shall cause to be delivered to the Lender and the Holder Representative, letters from each of S&P and Xxxxx'x ("RATING LETTERS") setting forth, as of the date of such letters, each Debt Rating; and (o) promptly following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition of NRGHoldings, or compliance with the terms of this Agreement or the other Operative Documents, as the Owner Trustee, the Owner Lessor, the Owner Participant, the Lease Indenture Trustee or Lender and the Pass Through Trustee Holder Representative may reasonably request.