Common use of Conditions Precedent to Each Auction Borrowing Clause in Contracts

Conditions Precedent to Each Auction Borrowing. The obligation of each Lender that is to make an Auction Advance on the occasion of an Auction Borrowing (including the initial Auction Borrowing) to make such Auction Advance as part of such Auction Borrowing is subject to the conditions precedent that (i) the Administrative Agent shall have received the written confirmatory Notice of an Auction Borrowing with respect thereto, (ii) on or before the date of such Auction Borrowing, but prior to such Auction Borrowing, the Administrative Agent shall have received an Auction Note payable to the order of such Lender for each of the Auction Advances to be made by such Lender as part of such Auction Borrowing, in a principal amount equal to the principal amount of the Auction Advance to be evidenced thereby and otherwise on such terms as were agreed to for such Auction Advance in accordance with Section 2.03, and (iii) except as otherwise waived in accordance with Section 8.01, on the date of such Auction Borrowing the following statements shall be true, and each of the giving of the applicable Notice of an Auction Borrowing and the acceptance by the Borrower of the proceeds of such Auction Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Auction Borrowing such statements are true: (A) The representations and warranties contained in Section 4.01 are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (B) No event has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both (it being understood for clarification that (i) without limiting the foregoing, it is a condition of this clause (B) that the Borrower shall be in compliance with Section 5.01(a)(iv), Section 5.02(a) and Section 5.02(c) upon giving effect to such Borrowing and (ii) the conditions of this clause (B) shall apply whether or not the respective Commitments of the Lenders have been terminated pursuant to Section 6.01).

Conditions Precedent to Each Auction Borrowing. The obligation of each Lender that is to make an Auction Advance on the occasion as part of an any Auction Borrowing (including the initial Auction Borrowing) to make such Auction Advance as part of such Auction Borrowing is subject to the conditions precedent that on the date of such Auction Borrowing: (i) the Administrative The Agent shall have received the written confirmatory Notice of an Auction Borrowing with respect thereto, ; (ii) on or before the date of such Auction Borrowing, but prior to such Auction Borrowing, the Administrative The Agent shall have received an Auction Note Note, duly executed by the Borrower, payable to the order of such Lender for each of the Auction Advances to be made by such Lender as part of such Auction Borrowing, in a principal amount equal to the principal amount of the Auction Advance to be evidenced thereby and otherwise on such terms as were agreed to for such Auction Advance in accordance with Section 2.03, and ; (iii) except as otherwise waived in accordance with Section 8.01, on the date of such Auction Borrowing the The following statements shall be true, true (and each of the giving of the applicable Notice of an Auction Borrowing and the acceptance by the a Borrower of the proceeds of such Auction Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Auction Borrowing such statements are true:): (A) The representations and warranties contained in Section 4.01 are correct on and as of the date of such Auction Borrowing, before and after giving effect to such Auction Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and and (B) No event has occurred and is continuing, or would result from such Auction Borrowing or from the application of the proceeds therefrom, which that constitutes a Prepayment Event or an Event of Default or which that would constitute an Event of Default but for the requirement that or a Prepayment Event with notice be given or lapse of time elapse or both (it being understood for clarification that (i) without limiting the foregoing, it is a condition of this clause (B) that the Borrower shall be in compliance with Section 5.01(a)(iv), Section 5.02(a) and Section 5.02(c) upon giving effect to such Borrowing and (ii) the conditions of this clause (B) shall apply whether or not the respective Commitments of the Lenders have been terminated pursuant to Section 6.01).both; and

Conditions Precedent to Each Auction Borrowing. The obligation of each Lender that is to make an Auction Advance on the occasion as part of an any Auction Borrowing (including the initial Auction Borrowing) to make such Auction Advance as part of such Auction Borrowing is subject to the conditions precedent that on the date of such Auction Borrowing: (i) the Administrative The Agent shall have received the written confirmatory Notice of an Auction Borrowing with respect thereto, ; (ii) on or before the date of such Auction Borrowing, but prior to such Auction Borrowing, the Administrative The Agent shall have received an Auction Note Note, duly executed by the Borrower, payable to the order of such Lender for each of the Auction Advances to be made by such Lender as part of such Auction Borrowing, in a principal amount equal to the principal amount of the Auction Advance to be evidenced thereby and otherwise on such terms as were agreed to for such Auction Advance in accordance with Section 2.03, and ; (iii) except as otherwise waived in accordance with Section 8.01, on the date of such Auction Borrowing the The following statements shall be true, true (and each of the giving of the applicable Notice of an Auction Borrowing and the acceptance by the a Borrower of the proceeds of such Auction Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Auction Borrowing such statements are true:): (A) The representations and warranties contained in Section 4.01 are correct on and as of the date of such Auction Borrowing, before and after giving effect to such Auction Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (B) No event has occurred and is continuing, or would result from such Auction Borrowing or from the application of the proceeds therefrom, which that constitutes a Prepayment Event or an Event of Default or which that would constitute an Event of Default but for or a Prepayment Event with notice or lapse of time or both; and (C) The Borrower shall have delivered to the requirement that notice be given or time elapse or both Agent copies of such other approvals and documents with respect to the truth of the foregoing statements (it being understood for clarification that (iA) without limiting the foregoing, it is a condition of this clause and (B) that as any Lender through the Borrower shall be in compliance with Section 5.01(a)(iv), Section 5.02(a) and Section 5.02(c) upon giving effect to such Borrowing and (ii) the conditions of this clause (B) shall apply whether or not the respective Commitments of the Lenders have been terminated pursuant to Section 6.01)Agent may reasonably request.

Conditions Precedent to Each Auction Borrowing. The obligation of each Lender that is to make an Auction Advance on the occasion of an Auction Borrowing (including the initial Auction Borrowing) to make such Auction Advance as part of such Auction Borrowing is subject to the conditions precedent that (i) the Administrative Agent shall have received the written confirmatory Notice of an Auction Borrowing with respect thereto, (ii) on or before the date of such Auction Borrowing, but prior to such Auction Borrowing, the Administrative Agent shall have received an Auction Note payable to the order of such Lender for each of the Auction Advances to be made by such Lender as part of such Auction Borrowing, in a principal amount equal to the principal amount of the Auction Advance to be evidenced thereby and otherwise on such terms as were agreed to for such Auction Advance in accordance with Section 2.03, and (iii) except as otherwise waived in accordance with Section 8.01, on the date of such Auction Borrowing the following statements shall be true, true (and each of the giving of the applicable Notice of an Auction Borrowing and the acceptance by the Borrower of the proceeds of such Auction Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Auction Borrowing such statements are true: ): (A) The representations and warranties contained in Section 4.01 are correct on and as of the date of such Auction Borrowing, before and after giving effect to such Auction Borrowing and to the application of the proceeds therefrom, as though made on and as of such datedate except to the extent any such representation or warranty expressly relates solely to an earlier date and except that the reference to the December 31, and 1996 financial statements of the Parent and its Consolidated Subsidiaries in Section 4.01(f) shall be deemed a reference to the most recent quarterly or annual financial statements of the Parent and its Consolidated Subsidiaries submitted to the Lenders pursuant to Section 5.01(a) hereof, and (B) No event has occurred and is continuing, or would result from such Auction Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both (it being understood for clarification that (i) without limiting the foregoing, it is a condition of this clause (B) that the Borrower shall be in compliance with Section 5.01(a)(iv), Section 5.02(a) and Section 5.02(c) upon giving effect to such Borrowing and (ii) the conditions of this clause (B) shall apply whether or not the respective Commitments of the Lenders have been terminated pursuant to Section 6.01)both.

Conditions Precedent to Each Auction Borrowing. The obligation of each Lender that is to make an Auction Advance on the occasion as part of an any Auction Borrowing (including the initial Auction Borrowing) to make such Auction Advance as part of such Auction Borrowing is subject to the conditions precedent that on the date of such Auction Borrowing: (i) the Administrative The Agent shall have received the written confirmatory Notice of an Auction Borrowing with respect thereto, ; (ii) on or before the date of such Auction Borrowing, but prior to such Auction Borrowing, the Administrative The Agent shall have received an Auction Note Note, duly executed by the applicable Borrower, payable to the order of such Lender for each of the Auction Advances to be made by such Lender as part of such Auction Borrowing, in a principal amount equal to the principal amount of the Auction Advance to be evidenced thereby and otherwise on such terms as were agreed to for such Auction Advance in accordance with Section 2.03, and ; (iii) except as otherwise waived in accordance with Section 8.01, on the date of such Auction Borrowing the The following statements shall be true, true (and each of the giving of the applicable Notice of an Auction Borrowing and the acceptance by the applicable Borrower of the proceeds of such Auction Borrowing shall constitute a representation and warranty by the such Borrower that on the date of such Auction Borrowing such statements are true:): (A) The representations and warranties contained in Section 4.01 are correct on and as of the date of such Auction Borrowing, before and after giving effect to such Auction Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (B) No event has occurred and is continuing, or would result from such Auction Borrowing or from the application of the proceeds therefrom, which that constitutes a Prepayment Event or an Event of Default or which that would constitute an Event of Default but or a Prepayment Event with notice or lapse of time or both; (iv) In the case of each Auction Advance to Entergy (other than an Auction Advance all of the proceeds of which are being used to repay all or any portion of a Contract Borrowing of Entergy or an Auction Borrowing of Entergy), the Agent shall have received a copy, certified in a manner satisfactory to the Agent, of the ETC Order applicable to the Person being acquired with the proceeds of such Auction Advance and the other Advances being made at such time; and (v) The Agent shall have received (A) in the case of each Auction Advance to Entergy (other than an Auction Borrowing of Entergy all of the proceeds of which are being used to repay all or any portion of a Contract Borrowing of Entergy or an Auction Borrowing of Entergy), a favorable opinion of counsel for Entergy, acceptable to the requirement that notice be given or time elapse or both (it being understood for clarification that (i) without limiting Agent, substantially in the foregoingform of Exhibit D-2 hereto and as to such other matters as any Lender through the Agent may reasonably request, it is a condition of this clause and (B) that such other approvals, opinions or documents with respect to the Borrower shall be truth of the statements set forth in compliance with Section 5.01(a)(iv), Section 5.02(aclauses (iii)(A) and Section 5.02(c) upon giving effect to such Borrowing and (ii) the conditions of this clause (B) shall apply whether or not above as any Lender through the respective Commitments of the Lenders have been terminated pursuant to Section 6.01)Agent may reasonably request.

Conditions Precedent to Each Auction Borrowing. The obligation of each Lender that is to make an Auction Advance on the occasion as part of an any Auction Borrowing (including the initial Auction Borrowing) to make such Auction Advance as part of such Auction Borrowing is subject to the conditions precedent that on the date of such Auction Borrowing: (ia) the The Administrative Agent shall have received the written confirmatory Notice of an Auction Borrowing with respect thereto, . (iib) on or before the date of such Auction Borrowing, but prior to such Auction Borrowing, the The Administrative Agent shall have received an Auction Note Note, duly executed by the Borrower, payable to the order of such Lender for each of the Auction Advances to be made by such Lender as part of such Auction Borrowing, in a principal amount equal to the principal amount of the Auction Advance to be evidenced thereby and otherwise on such terms as were agreed to for such Auction Advance in accordance with Section 2.03, and . (iiic) except as otherwise waived in accordance with Section 8.01, on the date of such Auction Borrowing the The following statements shall be true, true (and each of the giving of the applicable Notice of an Auction Borrowing and the acceptance by the a Borrower of the proceeds of such Auction Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Auction Borrowing such statements are true:): (Ai) The representations and warranties contained in Section 4.01 are correct on and as of the date of such Auction Borrowing, before and after giving effect to such Auction Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, ; and (Bii) No event has occurred and is continuing, or would result from such Auction Borrowing or from the application of the proceeds therefrom, which that constitutes a Prepayment Event or an Event of Default or which that would constitute an Event of Default but for or a Prepayment Event with notice or lapse of time or both. (d) The Borrower shall have delivered to the requirement that notice be given or time elapse or both (it being understood for clarification that Administrative Agent copies of such other approvals and documents with respect to the truth of the foregoing statements (i) without limiting the foregoing, it is a condition of this clause (B) that the Borrower shall be in compliance with Section 5.01(a)(iv), Section 5.02(a) and Section 5.02(c) upon giving effect to such Borrowing and (ii) as any Lender through the conditions of this clause (B) shall apply whether or not the respective Commitments of the Lenders have been terminated pursuant to Section 6.01)Administrative Agent may reasonably request.

Conditions Precedent to Each Auction Borrowing. The obligation of each Lender that is to make an Auction Advance on the occasion of an Auction Borrowing (including the initial Auction Borrowing) to make such Auction Advance as part of such Auction Borrowing is subject to the conditions precedent that (i) the Administrative Agent shall have received the written confirmatory Notice of an Auction Borrowing with respect thereto, (ii) on or before that(i)on the date of such Auction Borrowing, but prior to such Auction Borrowing, the Administrative Agent Borrower shall have received confirmation that an appropriate notation has been or will be made in the schedule to the Auction Note payable to the order of such Lender for each of the Auction Advances to be made by such Lender as part of such Auction Borrowing, in a principal amount equal to the principal amount of the Auction Advance to be evidenced thereby and otherwise on such terms as were agreed to for such Auction Advance in accordance with Section 2.033.1, and (iiiii) except as otherwise waived in accordance with Section 8.0110.01, on the date of such Auction Borrowing the following statements shall be true, and each of the giving of the applicable Notice of an Auction Borrowing (whether verbally or otherwise) and the acceptance by the Borrower of the proceeds of such Auction Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Auction Borrowing such statements are true: (A) The representations and warranties contained in Section 4.01 Article IV are correct on and as of the date of such Borrowing, before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date, and (B) No event Default or Event of Default has occurred and is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both (it being understood for clarification that (i) without limiting the foregoing, it is a condition of this clause (B) that the Borrower shall be in compliance with Section 5.01(a)(iv), Section 5.02(a) and Section 5.02(c) upon giving effect to such Borrowing and (ii) the conditions of this clause (B) shall apply whether or not the respective Commitments of the Lenders have been terminated pursuant to Section 6.01)both.

Conditions Precedent to Each Auction Borrowing. The obligation of each Lender that is to make an Auction Advance on the occasion of an Auction Borrowing (including the initial Auction Borrowing) to make such Auction Advance as part of such Auction Borrowing is subject to the conditions precedent that (i) the Administrative Agent shall have received the written confirmatory Notice of an Auction Borrowing with respect thereto, (ii) on or before the date of such Auction Borrowing, but prior to such Auction Borrowing, the Administrative Agent shall have received an Auction Note payable to the order of such Lender for each of the Auction Advances to be made by such Lender as part of such Auction Borrowing, in a principal amount equal to the principal amount of the Auction Advance to be evidenced thereby and otherwise on such terms as were agreed to for such Auction Advance in accordance with Section 2.032.04, and (iii) except as otherwise waived in accordance with Section 8.01, on the date of such Auction Borrowing the following statements shall be true, true (and each of the giving of the applicable Notice of an Auction Borrowing and the acceptance by the Borrower of the proceeds of such Auction Borrowing shall constitute a representation and warranty by the Borrower that on the date of such Auction Borrowing such statements are true: ): (A) The representations and warranties contained in Section 4.01 are correct on and as of the date of such Auction Borrowing, before and after giving effect to such Auction Borrowing and to the application of the proceeds therefrom, as though made on and as of such datedate except to the extent any such representation or warranty expressly relates solely to an earlier date and except that the reference to the December 31, and 1996 financial statements of the Parent and its Consolidated Subsidiaries in Section 4.01(f) shall be deemed a reference to the most recent quarterly or annual financial statements of the Parent and its Consolidated Subsidiaries submitted to the Lenders pursuant to Section 5.01(a) hereof, and (B) No event has occurred and is continuing, or would result from such Auction Borrowing or from the application of the proceeds therefrom, which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both (it being understood for clarification that (i) without limiting the foregoing, it is a condition of this clause (B) that the Borrower shall be in compliance with Section 5.01(a)(iv), Section 5.02(a) and Section 5.02(c) upon giving effect to such Borrowing and (ii) the conditions of this clause (B) shall apply whether or not the respective Commitments of the Lenders have been terminated pursuant to Section 6.01)both.