By signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and the inclusion of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto.

1.05References to Agreements and Laws. Unless otherwise expressly provided herein, # references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and # references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

prepare and file with the SEC a Registration Statement on an appropriate form under the Securities Act available for the sale of the Registrable Securities by the selling Holders in accordance with the intended method or methods of distribution thereof; provided, however, that the Company will, before filing, furnish # to the Investor if it or any of its Affiliates have any Registrable Securities included on such Registration Statement, # to each selling Holder holding a minimum of ten percent (10%) of the Registrable Securities subject to the Registration Statement and # the managing underwriters, if any, copies of the Registration Statement or Prospectus or any amendments or supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by reference) proposed to be filed and provide each such selling Holder, the managing underwriters, if any, and their counsel with a reasonable opportunity to comment on such Registration Statement or Prospectus or amendments or supplements thereto;

#[[Organization C:Organization]] shall make available to [[Organization B:Organization]] the Warehouse Program Guide by: # posting the Warehouse Program Guide on a web portal or website (including the Electronic Platform) to which [[Organization B:Organization]] will be granted access (if [[Organization C:Organization]] shall elect to maintain a web portal or web site for such purpose and if [[Organization C:Organization]] shall grant [[Organization B:Organization]] access thereto); or # by providing a written copy of the Warehouse Program Guide to [[Organization B:Organization]]. [[Organization C:Organization]] may, in its sole discretion, amend, modify or supplement the Warehouse Program Guide from time to time. If [[Organization C:Organization]] shall have granted [[Organization B:Organization]] access to a web portal or website on which the Warehouse Program Guide is posted, then: # any amendments, modifications or supplements to the Warehouse Program Guide shall become effective as to [[Organization B:Organization]] upon such time as the same are posted on such web portal or website, without any further action or notice by [[Organization C:Organization]]; and # [[Organization B:Organization]] shall be solely responsible for monitoring such web site or web portal for any amendments, modifications or supplements to the Warehouse Program Guide. If [[Organization C:Organization]] shall have provided to [[Organization B:Organization]] written copies of any amendments, modifications or supplements to the Warehouse Program Guide, then such amendments, modifications or supplements to the Warehouse Program Guide shall become effective as to [[Organization B:Organization]] upon [[Organization B:Organization]]’s receipt thereof (unless [[Organization C:Organization]] shall have also granted [[Organization B:Organization]] access to a web portal or website to which such amendments, modifications or supplements are posted, in which case, such amendments, modifications or supplements shall become effective as to [[Organization B:Organization]] upon the earlier of the posting thereof on such web portal or website or [[Organization B:Organization]]’s receipt of written copies thereof).

Buyer has been provided with true, correct and complete copies of all Material Contracts (other than those that are Excluded Assets), including all amendments, modifications or supplements thereto.

“Notes” means collectively the Revolver Notes, the Swing Advance Note and any and all amendments, consolidations, modifications, renewals, substitutions and supplements thereto or replacements thereof. “Note” means any one of such Notes.

The Investor agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder and any amendments and supplements thereto.

review, comment on and approve any proposed scientific or academic publication by either party pursuant to the procedures in clause 15.11(a); and

“Plan” shall mean this Defined Contribution Restoration Plan for the Savings Plan of Entergy Corporation and Subsidiaries VIII, effective January 1, 2021, and any amendments, supplements or modifications from time to time made hereto.

“Prospectus” shall mean the prospectus (including any preliminary, final or summary prospectus) included in any Registration Statement, all amendments and supplements to such prospectus and all other material incorporated by reference in such prospectus;