Retention of Certain Liabilities by Dynegy. Following the Closing, Dynegy and its Affiliates covenant to retain all liabilities and obligations arising out of or relating to (a) the investigation, litigation and other matters described in items 2 and 5 of Schedule 3.9, (b) except as otherwise specifically provided in this Article VI, any Controlled Group Liabilities, (c) notwithstanding Section 7.8(b), any liability for failure to properly report taxable income or withhold applicable Taxes with respect to the provision, before the Closing, of the benefits described in item 1 under "Oral Employee Benefit Plans and Compensation Arrangements" on Schedule 3.10, (d) except as otherwise specifically provided in this Article VI, the Employee Benefit Plans listed in Schedule 3.10 under "Employee Benefit Plans," other than item 16, and (e) the Compensation Arrangements listed in Schedule 3.10 under "Compensation Arrangements," other than items 4 and 7.
