Common use of Times when representations made Clause in Contracts

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in Clause 22.11 (No misleading information) which are deemed to be made by the Company with respect to the Information Package, on the date of this Agreement and on the Closing Date and the representation and warranty set out in Clause 22.12 (Financial Statements) which is deemed to be made by the Company on the date of this Agreement and on the Closing Date. (b) The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period (except that those contained in paragraph (b) of Clause 22.12 (Financial Statements) will only be made once in respect of each set of financial statements on the date such financial statements or Budget is delivered under this Agreement). (c) All the representations and warranties made in Clause 22.2 (Status), Clause 22.3 (Binding obligations), Clause 22.5 (Power and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 (US Representations) are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statements. (d) Each representation and warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) All the representations and warranties in this Clause 22 21 (Representationsother than paragraph (a) of Clause 21.11 (No Default)) are made by each Original Obligor on the date of this Agreement 2016 Amendment and on the Closing Date except for the representations and warranties set out in Clause 22.11 (No misleading information) which are deemed to be made by the Company with respect to the Information Package, on the date of this Agreement and on the Closing Date and the representation and warranty set out in Clause 22.12 (Financial Statements) which is deemed to be made by the Company on the date of this Agreement and on the Closing Restatement Effective Date. (b) The Repeating Representations are deemed to be made by each Obligor on on: (i) the date of each Utilisation Request, on ; (ii) each Utilisation Date and on Date; and (iii) the first day of each Interest Period (except that those contained in paragraph (b) of Clause 22.12 (Financial Statements) will only be made once in respect of each set of financial statements on the date such financial statements or Budget is delivered under this Agreement)Period. (c) All The representations and warranties set out in paragraph (a) of Clause 21.14 (Financial statements) will cease to be made in respect of any financial statements on and from the date on which more recent financial statements are delivered to the Agent pursuant to Clause 22.4 (Financial statements). (d) The Repeating Representations and each of the representations and warranties made set out in Clause 22.2 21.9 (StatusNo filing or stamp taxes), Clause 22.3 21.10 (Binding obligations), Deduction of Tax) and paragraph (a) of Clause 22.5 21.14 (Power and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No defaultFinancial statements) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 (US Representationsas if such representation applied to the financial statements delivered by that Additional Guarantor as a condition precedent to its accession to this Agreement) are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries Guarantor on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statementsGuarantor. (de) Each representation and or warranty made or deemed to be made after the date of this Agreement the 2016 Amendment and Restatement Effective Date shall be made or deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is made or deemed to be made.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) clause 23 are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in Clause 22.11 (No misleading information) clause 23.12 which are deemed to be made by each Obligor (i) with respect to the Company Information Memorandum, on the date the Information Memorandum is approved by the Company, (ii) with respect to the Information Package, on the date of this Agreement and on the Closing Date and (iii) with respect to the representation and warranty set out in Clause 22.12 Information Package (Financial Statements) which is deemed to be made by other than the Company Base Case Model), on the date of this Agreement and on any later date on which the Information Package (or part of it) is released to the Arrangers. (b) All the representations and warranties in this clause 23 are deemed to be made by each Obligor on the Closing Date. (bc) The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period (except that those contained in paragraph (bclause 23.13(a) of Clause 22.12 (Financial Statementsto 23.13(e) will only cease to be so made once in respect of each set of subsequent financial statements on the date such financial statements or Budget is have been delivered under this Agreement). (cd) All the representations and warranties made in Clause 22.2 (Status)this clause 23 except clause 23.12, Clause 22.3 (Binding obligations), Clause 22.5 (Power clause 23.24 and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 (US Representations) clause 23.28 are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statements. (de) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) The following representations and warranties set out in this Clause 20 are deemed to be made by the Indemnitor on the date of this Agreement: (i) Clauses 20.2 (Status) to 20.5 (Power and authority) (inclusive), Clause 20.8 (Validity and admissibility in evidence), Clause 20.9 (Governing law and enforcement), Clause 20.11 (No filing or stamp taxes), Clause 20.14(a) (No default) and Clause 20.15(a), (c) and (d) (Information) in each case in respect of the Indemnitor only; and (ii) all the representations and warranties set out in this Clause 20 except for Clause 20.17(d) (Financial statements), in each case on behalf of the Original Obligors only and assuming that Closing has occurred and the Original Obligors have acceded to this Agreement in accordance with Clause 5.6 (Accession of Original Obligors), (b) All the representations and warranties set out in this Clause 22 20 (Representationsexcept for Clause 20.17(d) (Financial statements)) are deemed to be made by each Original Obligor on the date of this Agreement and day on which it becomes an Original Obligor. (c) The Repeating Representations are deemed to be made by each Additional Obligor on the Closing Date except for the representations day on which it becomes an Additional Obligor (and warranties set out only in Clause 22.11 respect of that Additional Obligor only). (No misleading informationd) which The following Repeating Representations are deemed to be made by the Company with respect to the Information Package, Indemnitor on the date of this Agreement the Utilisation Request: (i) Clauses 20.2 (Status) to 20.5 (Power and authority) (inclusive), Clause 20.8 (Validity and admissibility in evidence), Clause 20.9 (Governing law and enforcement), Clause 20.11 (No filing or stamp taxes), Clause 20.14(a) (No default) and Clause 20.15(a), (c) and (d) (Information) in each case in respect of the Indemnitor only; and (ii) all the Repeating Representations on behalf of the Closing Date and the representation and warranty set out in Clause 22.12 (Financial Statements) which is deemed to be made by the Company on the date of this Agreement and on the Closing DateOriginal Obligors only. (be) The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period Period. (except that those contained f) The representations and warranties set out in paragraph (bClauses 20.17(d) of Clause 22.12 (Financial Statements) will only be made once in respect of each set of financial statements on the date such financial statements or Budget is delivered under this Agreement). (c) All the representations and warranties made in Clause 22.2 (Status), Clause 22.3 (Binding obligations), Clause 22.5 (Power and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 (US Representations) are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries on the day on which it becomes date of delivery of the most recent relevant financial statements. (or it is proposed that it becomesg) an Additional Obligor, provided that The representations and warranties set out in respect paragraph (a) of Clause 22.12 20.15 (Information) are deemed to be made by each Obligor on the date of delivery of any information under this Agreement (other than any information referred to in Clauses 20.17 (Financial Statementsstatements), 20.20 (Valuation) such Additional Obligor shall only be deemed and 20.25 (Information for Property Reports). (h) The representations and warranties set out in (a) to make a representation and warranty in respect of paragraph (c) (inclusive) of that Clause 20.20 (Valuation) are deemed to be made by each Obligor on the date of delivery of the most recent Valuation (and only in respect of its most recent financial statementsthat Valuation). (d) Each representation and warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) 20 are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in paragraphs (a) to (e) of Clause 22.11 20.11 (No misleading information) which are deemed to be made by the Company each Obligor (i) with respect to the Information PackageMemorandum, on the date the Information Memorandum is approved by the Company, (ii) with respect to the Base Case Model, on the date of this Agreement and on the Closing Date and (iii) with respect to the representation and warranty set out in Clause 22.12 Information Package (Financial Statements) which is deemed to be made by other than the Company Base Case Model), on the date of this Agreement and on any later date on which the Information Package (or part of it) is released to the MLABs for distribution in connection with syndication. (b) All the representations and warranties in this Clause 20 are deemed to be made by each Obligor on the Closing Date (and assuming for this purpose that the Closing Date has occurred). (c) The representations and warranties in Clause 20.11 (No misleading information) are deemed to be made by each Obligor on the Syndication Date. (bd) The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and Date, on the first day of each Interest Period (except that those contained in paragraph paragraphs (ba) to (d) of Clause 22.12 20.12 (Original Financial Statements) will only cease to be so made once in respect of each set of subsequent financial statements on the date such financial statements or Budget is have been delivered under this Agreement). (ce) All the representations and warranties made in this Clause 22.2 20 except Clause 20.11 (StatusNo misleading information), Clause 22.3 20.25 (Binding obligationsGroup Structure Chart), Clause 22.5 20.27 (Power Acquisition Documents, disclosures and Authorityother documents) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 20.30 (US RepresentationsHolding Companies) are deemed to be made by each Additional Obligor with in respect to it of itself, its Subsidiaries and its Restricted Subsidiaries assets on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statements. (df) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) 20 are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in Clause 22.11 (No misleading information) which are deemed to be made by the Company with respect to the Information Package, on the date of this Agreement and on the Closing Date and the representation and warranty set out in Clause 22.12 (Financial Statements) which is deemed to be made by the Company on the date of this Agreement and on the Closing DateAgreement. (b) The Repeating Representations Unless a representation and warranty is expressed to be given at a specific date, all the representations and warranties in this Clause 20 are deemed to be made by each Obligor on the Initial CP Satisfaction Date and (except for the representations and warranties in Clauses 20.10(a) (Insolvency), 20.18 (Taxation) and 20.24 (Shares and Material Companies)) the date of each Utilisation Request, Request and on each Utilisation Date and and, in the case of the Repeating Representations only, on the first day of each Interest Period (except that (i) those contained in paragraph Clause 20.13 (bNo misleading information) are only to be made with respect to any subsequent and new information delivered since the last period where the applicable representation and warranty is made or deemed to be made and (ii) those contained in paragraphs (a) to (c) of Clause 22.12 20.14 (Original Financial Statements) will only cease to be so made once in respect of each set of subsequent financial statements on the date such financial statements or Budget is have been delivered under this Agreement). To the extent that any schedule referred to in this Clause 20 shall need to be updated in order to permit any such representation and warranty to be true and correct when made or deemed made, the Borrower shall provide the COFACE Agent with such updated schedule in writing prior to the date such representation is made or deemed made which, upon written approval of the COFACE Agent, shall be deemed incorporated in the relevant representation and warranty. (c) All the representations and warranties made in this Clause 22.2 20 except Clauses 20.13 (StatusNo misleading information), Clause 22.3 20.26 (Binding obligationsNEXT System Documents), Clause 22.5 20.27 (Power Block One health) and Authority) to Clause 22.7 20.14 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Original Financial Statements), and Clause 22.31 (US Representations) are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries Guarantor on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statementsGuarantor. (d) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made, except those representations and warranties that specifically refer to an earlier date.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) 20 are made by each Original Obligor (and the representations and warranties referred to in paragraph (b) of Clause 20.1 are made by the Parent) on the date of this Agreement and on the Closing Date except for the representations and warranties set out in paragraphs (a)(i) to (a)(iv) of Clause 22.11 20.12 (No misleading information) which are deemed to be made by the Company each Obligor (A) with respect to the Information PackageMemorandum, on the date the Information Memorandum is approved by the Borrower (B) with respect to the Base Case Model, on the date of this Agreement and on the Closing Date and (C) with respect to the representation and warranty set out in Clause 22.12 Information Package (Financial Statements) which is deemed to be made by other than the Company Base Case Model), on the date of this Agreement and on any later date on which the Information Package (or part of it) is released to the Arranger for distribution in connection with Syndication. (b) All the representations and warranties in this Clause 20 are deemed to be made by each Obligor (and the representations and warranties referred to in paragraph (b) of Clause 20.1 are deemed to be made by the Parent) on the Closing Date and by the Target at the Merger Effective Time. (c) The representation and warranties in Clause 20.12 (No misleading information) are deemed to be made by each Obligor on the Syndication Date. (bd) The Repeating Representations are deemed to be made by each Obligor on the date of each the Utilisation Request, on each the Utilisation Date and on the first day of each Interest Period (except that those contained in paragraph paragraphs (ba) to (c) of Clause 22.12 20.13 (Original Financial Statements) will only cease to be so made once in respect of each set of subsequent financial statements on the date such financial statements or Budget is have been delivered under this Agreement). (ce) The representations and warranties referred to in paragraph (b) of Clause 20.1 are deemed to be made by the Parent on the date of the Utilisation Request, on the Utilisation Date and on the first day of each Interest Period. (f) All the representations and warranties made in this Clause 22.2 20 except Clause 20.12 (StatusNo misleading information), Clause 22.3 20.26 (Binding obligationsGroup Structure Chart), Clause 22.5 20.28 (Power Parent Loan Documents and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default onlyVendor Note Documents), Clause 22.12 20.29 (Financial StatementsVIE Contracts), Clause 20.30 (Merger Documents, disclosures and other documents), Clause 20.31 (Shareholders Documents and the Management Vesting Agreements) and Clause 22.31 20.33 (US RepresentationsHolding Companies) are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries Guarantor on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statementsGuarantor. (dg) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made. (h) In respect of each representation and warranty made on the date of this Agreement and/or any other date on or before the Closing Date, the Borrower shall be assumed to have the knowledge of members of, and the management of, the Equity Investors (who have, and shall be deemed to have, made due and careful enquiry of the Target Group).

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in Clause 22.11 (No misleading information) which are deemed to be made by the Company with respect to the Information Package, on the date of this Agreement and on the Closing Date and the representation and warranty set out in Clause 22.12 (Financial Statements) which is deemed to be made by the Company on the date of this Agreement and on the Closing Date. (b) The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period (except that those contained in paragraph (b) of Clause 22.12 (Financial Statements) will only be made once in respect of each set of financial statements on the date such financial statements or Budget is delivered under this Agreement). (c) All the representations and warranties made in Clause 22.2 (Status), Clause 22.3 (Binding obligations), Clause 22.5 (Power and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 22.30 (US Representations) are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statements. (d) Each representation and warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) 20 are made by each of the Borrower, the Parent and each other Original Obligor Loan Party on the date of this Agreement and on the Closing Date except for the representations and warranties set out in paragraphs (a) to (e) of Clause 22.11 20.12 (No misleading information) which are deemed to be made by the Company each Loan Party (i) with respect to the Information PackageMemorandum, on the date the Information Memorandum is approved by the Parent, (ii) with respect to the Base Case Model, on the date of this Agreement and on the Closing Date and (iii) with respect to the representation and warranty set out in Clause 22.12 Information Package (Financial Statements) which is deemed to be made by other than the Company Base Case Model), on the date of this Agreement and on any later date on which the Information Package (or part of it) is released to the Arrangers for distribution in connection with syndication. (b) All the representations and warranties in this Clause 20 are deemed to be made by each Loan Party on the Closing Date. (bc) The representations and warranties in Clause 20.12 (No misleading information) are deemed to be made by each Loan Party on the Syndication Date. The Parent and the Borrower may make disclosures against the Information Memorandum until the date falling 5 Business Days prior to the relevant date on which a representation is made or deemed to be made or repeated and when made, deemed made or repeated on that date the representation in Clause 20.12 (No misleading information) will be qualified by any such disclosure. The Arrangers must give the Borrower and the Parent at least ten clear Business Days’ notice of the intended Syndication Date. (d) The Repeating Representations are deemed to be made by each Obligor Loan Party on the date of each Utilisation Request, on each Utilisation Date and Date, on the first day of each Interest Period (except that those contained in paragraph paragraphs (ba) to (e) of Clause 22.12 20.13 (Original Financial Statements) will only cease to be so made once in respect of each set of subsequent financial statements on the date such financial statements or Budget is have been delivered under this Agreement). (ce) All the representations and warranties made in this Clause 22.2 (Status), 20 except Clause 22.3 (Binding obligations), Clause 22.5 (Power and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 20.12 (No defaultmisleading information) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 20.25 (US RepresentationsGroup Structure Chart) are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries Loan Party on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statementsLoan Party. (df) Each representation and or warranty deemed to be made after the date of this Agreement shall be made or deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) All the representations and warranties in this Clause 22 21 (Representations) are made by each the Original Obligor Obligors on the date of this Agreement (other than the representation and on the Closing Date except for warranty set out in Clause 21.21(e) (Environmental and Social Matters) and the representations and warranties set out in paragraphs 21.13(a)(a) to (d) of Clause 22.11 21.13 (No misleading Misleading information) which are deemed to be made by the Company each Obligor with respect to the Information Package, on the date of this Agreement and on any later date on which the Closing Date and Information Package (or part of it) is released to the Mandated Lead Arrangers for distribution in connection with syndication). (b) Each Obligor makes the representation and warranty set out in Clause 22.12 21.9 (Financial StatementsNo Filing or Stamp Taxes) to each Finance Party on each date on which a Finance Document is entered into with respect to that Finance Document. (c) Each Obligor makes the representation and warranty set out in paragraphs (e), (f) and (g) of Clause 21.13 (No Misleading Information) to each Finance Party on each date on which each monthly report, each quarterly report or information referred to therein is delivered to the Agent with respect to that monthly report, quarterly report or information. (d) The representations and warranties in Clause 21.15 (Banking Case Assumptions and Preparation) are deemed to be made by the Company on the date of this Agreement and on the Closing Dateeach Banking Case is adopted. (be) Each Obligor makes the representations and warranties set out in Clause 23.1 (VAALCO Energy Group Liquidity Forecast) on the date on which each VAALCO Energy Group Liquidity Forecast is delivered to the Agent with respect to that VAALCO Energy Group Liquidity Forecast. (f) The representations and warranties in Clause 21.35 (Security) are deemed to be made on each date on which a Transaction Security Document is entered into with respect to that Transaction Security Document. (g) The Repeating Representations are deemed to be made by each Obligor on on: (i) the date of each Utilisation Request, on ; (ii) each Utilisation Date and on Date; (iii) the first day of each Interest Period Period; (except that those contained in paragraph (biv) of Clause 22.12 (Financial Statements) will only be made once in respect the date of each set of financial statements on the date such financial statements or Budget is delivered under this Agreement)Increase Notice; and (v) each Increase Date. (ch) All the representations and warranties made in Clause 22.2 (Status), Clause 22.3 (Binding obligations), Clause 22.5 (Power and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 (US Representations) The Repeating Representations are deemed to be made by each Additional the Acceding Obligor with respect to it and its Restricted Subsidiaries on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statements. (di) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made. (j) The representation and warranty set out in Clause 21.21(e) (Environmental and Social Matters) is deemed to be made on and from the first Utilisation Date.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) are made by each Original the relevant Obligor on the date of this Agreement Agreement, the date of the Utilisation Request and on the Closing Date except for for: (i) the representations and warranties set out in Clause 22.11 22.12 (No misleading information) which are deemed to be made by the Company each Obligor (i) with respect to the Information PackageTender Offer Prospectus, only on the date of this Agreement and on the Closing Date and Tender Offer Prospectus is published, (ii) with respect to the representation and warranty set out in Clause 22.12 (Financial Statements) which is deemed to be made by the Company Base Case Business Plan, only on the date of this Agreement and on the Closing Date, (iii) with respect to any subsequently delivered Budget, on the date on which such Budget is delivered in accordance with the terms of this Agreement and (iv) with respect to the Information Memorandum, on the date on which it is distributed by the Mandated Lead Arrangers in connection with syndication and on the Syndication Date subject to written disclosures which the Parent may make to the Facility Agent prior to repeating the representations at any time; (ii) the representation and warranty set out in Clause 22.26 (Obligors) and the representation and warranty set out in paragraph (b) of Clause 22.25 (Group Structure Chart) in respect of the Funds Flow Statement which are deemed to be made by the Obligors on the Closing Date only; and (iii) the representations and warranties set out in paragraphs (b) and (c) of Clause 22.23 (Shares), which are deemed to be made by the Obligors on the Closing Date only and thereafter as Repeating Representations (save in respect of the representations and warranties set out in paragraphs (b) and (c) of Clause 22.23 (Shares) made by Eurotunnel Plc which shall be made as Repeating Representations only). (b) The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and on the first last day of each Interest Period (except that those contained in paragraph paragraphs (ba)-(d) of Clause 22.12 22.13 (Original Financial Statements) will only cease to be so made once in respect of each set of subsequent financial statements on the date such financial statements or Budget is have been delivered under this Agreement). In respect of the representation in Clause 22.4 (Non-conflict with other obligations), when repeated in accordance with this sub-paragraph (b), the words "in such manner or to such an extent as to have or be reasonably likely to have a Material Adverse Effect" shall be deemed to be added to the end of paragraph (c) of such representation insofar as such representation covers agreements entered into after the date hereof. (c) All the representations and warranties made in Clause 22.2 (Status), Clause 22.3 (Binding obligations), Clause 22.5 (Power and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 (US Representations) Repeating Representations are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries Guarantor on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statementsGuarantor. (d) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) 20 are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in Clause 22.11 (No misleading information) which are deemed to be made by the Company with respect to the Information Package, on the date of this Agreement and on the Closing Date and the representation and warranty set out in Clause 22.12 (Financial Statements) which is deemed to be made by the Company on the date of this Agreement and on the Closing DateAgreement. (b) The Repeating Representations Unless a representation and warranty is expressed to be given at a specific date, all the representations and warranties in this Clause 20 are deemed to be made by each Obligor on the Initial CP Satisfaction Date and (except for the representations and warranties in Clauses 20.10(a) (Insolvency), 20.18 (Taxation) and 20.24 (Shares and Material Companies)) the date of each Utilisation Request, Request and on each Utilisation Date and and, in the case of the Repeating Representations only, on the first day of each Interest Period (except that (i) those contained in paragraph Clause 20.13 (bNo misleading information) are only to be made with respect to any subsequent and new information delivered since the last period where the applicable representation and warranty is made or deemed to be made and (ii) those contained in paragraphs (a) to (c) of Clause 22.12 20.14 (Original Financial Statements) will only cease to be so made once in respect of each set of subsequent financial statements on the date such financial statements or Budget is have been delivered under this Agreement). To the extent that any schedule referred to in this Clause 20 shall need to be updated in order to permit any such representation and warranty to be true and correct when made or deemed made, the Borrower shall provide the BPIAE Agent with such updated schedule in writing prior to the date such representation is made or deemed made which, upon written approval of the BPIAE Agent, shall be deemed incorporated in the relevant representation and warranty. (c) All the representations and warranties made in this Clause 22.2 20 except Clauses 20.13 (StatusNo misleading information), Clause 22.3 20.26 (Binding obligationsNEXT System Documents), Clause 22.5 20.27 (Power Block One health) and Authority) to Clause 22.7 20.14 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Original Financial Statements), and Clause 22.31 (US Representations) are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries Guarantor on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statementsGuarantor. (d) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made, except those representations and warranties that specifically refer to an earlier date.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) 20 are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in Clause 22.11 20.12 (No misleading information) which are deemed to be made by the Company each Obligor with respect to the Information PackageBudget, on the date of this Agreement and on the Closing Date Utilisation Date. (b) All the representations and the representation and warranty set out warranties in this Clause 22.12 (Financial Statements) which is 20 are deemed to be made by the Company each Obligor on the date of this Agreement and on the Closing Utilisation Date. (bc) The representations and warranties in Clause 20.12 (No misleading information) are deemed to be made by each Obligor on the Syndication Date. (d) The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period (except that those contained in paragraph (bparagraphs 20.13(c) and 20.13(e) of Clause 22.12 20.13 (Financial Statements) will only cease to be so made once in respect of each set of subsequent financial statements on the date such financial statements or Budget is have been delivered under this Agreement). (ce) All the representations and warranties made in this Clause 22.2 (Status), 20 except Clause 22.3 (Binding obligations), Clause 22.5 (Power and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 20.12 (No defaultmisleading information) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 20.23 (US RepresentationsGroup Structure Chart) are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries Guarantor on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statementsGuarantor. (df) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) 20 are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in Clause 22.11 (No misleading information) which are deemed to be made by the Company with respect to the Information Package, on the date of this Agreement and on the Closing Date and the representation and warranty set out in Clause 22.12 (Financial Statements) which is deemed to be made by the Company on the date of this Agreement and on the Closing DateAgreement. (b) The Repeating Representations Unless a representation and warranty is expressed to be given at a specific date, all the representations and warranties in this Clause 20 are deemed to be made by each Obligor on the Initial CP Satisfaction Date and (except for the representations and warranties in Clauses 20.10(a) (Insolvency), 20.18 (Taxation) and 20.24 (Shares and Material Companies)) the date of each Utilisation Request, Request and on each Utilisation Date and and, in the case of the Repeating Representations only, on the first day of each Interest Period (except that (i) those contained in paragraph Clause 20.13 (bNo misleading information) are only to be made with respect to any subsequent and new information delivered since the last period where the applicable representation and warranty is made or deemed to be made and (ii) those contained in paragraphs (a) to (c) of Clause 22.12 20.14 (Original Financial Statements) will only cease to be so made once in respect of each set of subsequent financial statements on the date such financial statements or Budget is have been delivered under this Agreement). To the extent that any schedule referred to in this Clause 20 shall need to be updated in order to permit any such representation 0080105-0000405 PA:20488617.7 104 and warranty to be true and correct when made or deemed made, the Borrower shall provide the BPIAE Agent with such updated schedule in writing prior to the date such representation is made or deemed made which, upon written approval of the BPIAE Agent, shall be deemed incorporated in the relevant representation and warranty. (c) All the representations and warranties made in this Clause 22.2 20 except Clauses 20.13 (StatusNo misleading information), Clause 22.3 20.26 (Binding obligationsNEXT System Documents), Clause 22.5 20.27 (Power Block One health) and Authority) to Clause 22.7 20.14 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Original Financial Statements), and Clause 22.31 (US Representations) are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries Guarantor on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statementsGuarantor. (d) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made, except those representations and warranties that specifically refer to an earlier date.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) 21 are made by each Original Obligor on the date of this Agreement and on the Closing Date except for Agreement. (b) All the representations and warranties set out in this Clause 22.11 (No misleading information) which 21 are deemed to be made by the Company with respect to the Information Package, on the date of this Agreement and on the Closing Date and the representation and warranty set out in Clause 22.12 (Financial Statements) which is deemed to be made by the Company on the date of this Agreement and each Original Obligor on the Closing Date. (bc) The representations and warranties in Clause 21.25 (Obligors) are deemed to be made by each Obligor on the Guarantee Take-up Date. (d) The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period (except that those contained in paragraph paragraphs (a) and (b) of Clause 22.12 21.13 (Financial Statements) will only cease to be so made once in respect of each set of subsequent financial statements on the date such financial statements or Budget is have been delivered under this Agreement). (ce) All the representations and warranties made in this Clause 22.2 21 except Clause 21.12 (StatusNo misleading information), Clause 22.3 21.24 (Binding obligationsGroup Structure Chart), Clause 22.5 21.25 (Power and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default onlyObligors), Clause 22.12 21.27 (Financial StatementsAcquisition Documents, disclosures and other documents), Clause 21.31 (Holding company) and Clause 22.31 21.33 (US RepresentationsMaterial Companies) are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statementsby each Obligor on the date on which it grants Transaction Security. (df) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) 20.36.1 All the representations and warranties in this Clause 22 (Representations) 20 are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in (a) Clause 22.11 20.11 (No misleading information) which are deemed to be made by each Obligor (i) with respect to the Company Information Memorandum on the date the Information Memorandum is approved by the Borrower and (ii) with respect to the Information Package, on the date of this Agreement Agreement, on the First Utilisation Date and on any later date on which the Closing Date Information Package (or part of it) is released to an Arranger for distribution in connection with syndication and (b) Clause 20.20 (Ownership) to the representation extent that it relates to ownership of any member of the Target Group. 20.36.2 All the representations and warranty set out warranties in this Clause 22.12 (Financial Statements) which is 20 are deemed to be made by the Company each Obligor on the date of this Agreement First Utilisation Date other than Clauses 20.11.8 to 20.11.9 (No misleading information). 20.36.3 The representations and warranties in Clauses 20.11.1 to 20.11.7 (No misleading information) are also deemed to be made by each Obligor on the Closing Syndication Date. (b) 20.36.4 The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period and, if an Interest Period is longer than six Months, on the dates following at six Monthly intervals after the first day of that Interest Period (except that those contained in paragraph Clauses 20.12.1 to 20.12.4 (b) of Clause 22.12 (Original Financial Statements) will only cease to be so made once in respect of each set of subsequent financial statements on the date such financial statements or Budget is have been delivered under this Agreement). (c) 20.36.5 All the representations and warranties made in this Clause 22.2 20 except Clause 20.11 (StatusNo misleading information), Clause 22.3 20.23 (Binding obligationsGroup Structure Chart), Clause 22.5 20.26 (Power Acquisition Documents, Disclosures and Authorityother Documents) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 20.30 (US RepresentationsHolding Company) are deemed to be made by the Borrower and each Additional Obligor with respect to it and its Restricted Subsidiaries Guarantor on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statementsGuarantor. (d) 20.36.6 Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made. 20.36.7 Notwithstanding anything to the contrary contained in this Agreement and any Finance Document, including without limitation Clauses 20.4(a) (Non-conflict with other obligations), 20.5.1 (Power and Authority), 20.6.1(a) (Validity and admissibility in evidence), 20.9 (No filing or stamp taxes), 20.29.1 (No adverse consequences) and 23.1 (Authorisations), with respect to the performance by any Obligor in connection with the exercise of certain rights and remedies under the Transaction Security Documents, notice, consents or approvals may be required under the Insurance Code.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) 20 are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in paragraphs (a) to (e) of Clause 22.11 20.11 (No misleading information) which are deemed to be made by the Company each Obligor (i) with respect to the Information PackageMemorandum, on the date the Information Memorandum is approved by the Company, (ii) with respect to the Base Case Model, on the date of this Agreement and on the Closing Date and (iii) with respect to the representation and warranty set out in Clause 22.12 Information Package (Financial Statements) which is deemed to be made by other than the Company Base Case Model), on the date of this Agreement and on any later date on which the Information Package (or part of it) is released to the MLABs for distribution in connection with syndication. (b) All the representations and warranties in this Clause 20 are deemed to be made by each Obligor on the Closing Date (and assuming for this purpose that the Closing Date has occurred). (c) The representations and warranties in Clause 20.11 (No misleading information) are deemed to be made by each Obligor on the Syndication Date. (bd) The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and Date, on the first day of each Interest Period (except that those contained in paragraph paragraphs (ba) to (d) of Clause 22.12 20.12 (Original Financial Statements) will only cease to be so made once in respect of each set of subsequent financial statements on the date such financial statements or Budget is have been delivered under this Agreement). (ce) All the representations and warranties made in this Clause 22.2 20 except Clause 20.11 (StatusNo misleading information), Clause 22.3 20.25 (Binding obligationsGroup Structure Chart), Clause 22.5 20.27 (Power Acquisition Documents, disclosures and Authorityother documents) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 20.30 (US RepresentationsHolding Companies) are deemed to be made by each Additional Obligor with in respect to it of itself, its Subsidiaries and its Restricted Subsidiaries assets on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statements.. 0081727-0000042 SN:12155633.21 99 (df) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) 20 are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in paragraphs (a) to (e) of Clause 22.11 20.11 (No misleading information) which are deemed to be made by the Company each Obligor: (i) with respect to the Information PackageMemorandum, on the date the Information Memorandum is approved by the Company; (ii) with respect to the Base Case Model, on the date of this Agreement and on the Closing Date first Utilisation Date; and (iii) with respect to the representation and warranty set out in Clause 22.12 Information Package (Financial Statements) which is deemed to be made by other than the Company Base Case Model), on the date of this Agreement and on any later date on which the Closing Information Package (or part of it) is released to the MLABs for distribution in connection with syndication. (b) All the representations and warranties in this Clause 20 are deemed to be made by each Obligor on the first Utilisation Date (and assuming for this purpose that the first Utilisation Date has occurred). (c) The representations and warranties in Clause 20.11 (No misleading information) are deemed to be made by each Obligor on the Syndication Date. (bd) The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and Date, on the first day of each Interest Period (except that those contained in paragraph paragraphs (ba) to (d) of Clause 22.12 20.12 (Original Financial Statements) will only cease to be so made once in respect of each set of subsequent financial statements on the date such financial statements or Budget is have been delivered under this Agreement). (ce) All the representations and warranties made in this Clause 22.2 20 except Clause 20.11 (StatusNo misleading information), Clause 22.3 20.25 (Binding obligations), Clause 22.5 (Power and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial StatementsGroup Structure Chart), and Clause 22.31 20.30 (US RepresentationsHolding Companies) are deemed to be made by each Additional Obligor with in respect to it of itself, its Subsidiaries and its Restricted Subsidiaries assets on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statements. (df) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) All Subject to paragraph (e) below, all the representations and warranties in this Clause 22 (Representations) 21 are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in paragraphs (a) to (c) of Clause 22.11 21.11 (No misleading information) which are deemed to be made by the Company made, with respect to the Information PackageBase Case Model, by each Obligor on the date of this Agreement and on the Closing Date and the representation and warranty set out in Clause 22.12 (Financial Statements) which is deemed to be made by the Company on the date of this Agreement and on the Closing DateAgreement. (b) The Repeating Representations are deemed to be made by each Obligor and the Parent on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period Period. (except that those contained c) The representations and warranties in paragraph paragraphs (a) and (b) of Clause 22.12 21.12 (Financial Statements) will only are deemed to be made once in respect of each set of financial statements on the date such delivery of the relevant financial statements or Budget is delivered under this Agreementbudget (as applicable). (cd) All The Repeating Representations are deemed to be made by each Additional Obligor (with respect to itself only), the representations and warranties made in Clause 22.2 21.23 (Status), Clause 22.3 (Binding obligations), Clause 22.5 (Power Shares) and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default a US Obligor only), ) Clauses 21.30 (Margin Regulations) to Clause 22.12 21.32 (Financial Statements), and Clause 22.31 Compliance with ERISA) (US Representationsinclusive) are deemed to be made by each Additional Obligor (with respect to it and its Restricted Subsidiaries itself only) and, if relevant by any member of the Group (with respect to itself only) granting Transaction Security over the shares in the relevant Additional Obligor, in each case on the day on which it the relevant Additional Obligor becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statements. (de) Paragraph (b) of Clause 21.24 (Intellectual Property) shall be made by (i) the Parent on the date of this Agreement and on the Closing Date but not repeated thereafter and (ii) NeoGames Systems Ltd on the date on which it becomes an Additional Guarantor but not repeated thereafter. (f) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in Clause 22.11 (No misleading information) which are deemed to be made by the Company with respect to the Information Package, on the date of this Agreement and on the Closing Date and the representation and warranty set out in Clause 22.12 (Financial Statements) which is deemed to be made by the Company on the date of this Agreement and on the Closing Date. (b) The Repeating Representations are deemed to be made by each Obligor on on: (i) the date of each Utilisation Notes Subscription Request, on , (ii) each Utilisation Date and on Notes Subscription Date; (iii) the first day of each Interest Period Period; (except that those iv) the date of each Additional Facility Notice; and (v) each Establishment Date. (c) The Repeating Representations contained in paragraph paragraphs (b) and (c) of Clause 22.12 (Financial Statementsstatements) will only be made once in respect of each set of financial statements or Budget on the date such financial statements or Budget is delivered under this Agreement). (cd) All the representations and warranties made in Clause Clauses 22.2 (Status), Clause 22.3 (Binding obligations), Clause 22.5 (Power and Authorityauthority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 (US Representations) are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statements. (de) Each representation and warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made. (f) Notwithstanding any other provisions to the contrary in this Clause 22, the representations and warranties set out in this Clause 22 (excluding, for this purpose, (i) the representations and warranties in paragraph (b) of Clause 22.11 (Financial Model and information), and (ii) insofar as they relate to the brand name “Soho House” only, the representations and warranties in Clauses 22.21 (Intellectual Property) and 22.22 (Intellectual Property licences)) shall be qualified by all of the information included in the Tax Structure Memorandum (including any annexes to such Tax Structure Memorandum) and any other information provided to the Original Notes Purchasers or the Agent in writing prior to the date of this Agreement.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) 24 are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in Clause 22.11 24.12 (No misleading information) which are deemed to be made by each Obligor on the Company Closing Date and (i) with respect to the Information Memorandum, on the date the Information Memorandum is approved by the Original Borrower, (ii) with respect to the Information Package, on the date of this Agreement and on the Closing Date and (iii) with respect to the representation and warranty set out in Clause 22.12 (Financial Statements) which is deemed to be made by the Company Reports, on the date of this Agreement and on any later date on which the Closing Reports are released to the Mandated Lead Arranger for distribution in connection with syndication and on the Syndication Date. (b) The Repeating Representations are deemed to be made by each Obligor on the Closing Date, on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period (except that those contained in paragraph paragraphs (ba)-(e) of Clause 22.12 24.13 (Original Financial Statements) will only cease to be so made once in respect of each set of subsequent financial statements on the date such financial statements or Budget is have been delivered under this Agreement). (c) All the representations and warranties made in this Clause 22.2 24 except Clause 24.12 (StatusNo misleading information), Clause 22.3 24.22 (Binding obligationsGroup Structure Chart), Clause 22.5 24.25 (Power Acquisition Documents, Disclosures and AuthorityOther Documents) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 24.29 (US RepresentationsHolding Companies) are deemed to be made by each Additional Obligor with respect in relation to it and its Restricted Subsidiaries itself on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statements. (d) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) 20 are made by each Original Obligor on the date of this Agreement Amendment and on the Closing Date except for the representations and warranties set out in Clause 22.11 (No misleading information) which are deemed to be made by the Company with respect to the Information Package, on the date of this Agreement and on the Closing Date and the representation and warranty set out in Clause 22.12 (Financial Statements) which is deemed to be made by the Company on the date of this Agreement and on the Closing Restatement Effective Date. (b) The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period Period. The representations and warranties set out in paragraph (except that those contained d) of Clause 20.12 (Original Financial Statements) and Clause 20.13 (No proceedings pending or threatened) are deemed to be made by each Obligor on the date of each Utilisation Request and on each Utilisation Date. The representations and warranties set out in paragraph (c) of Clause 20.24 (VIE Contracts) are deemed to be made by each Obligor on the date of each Utilisation Request (in respect of a Term Facility) and on each Utilisation Date (in respect of a Term Facility). (c) The representations and warranties set out in paragraph (b) of Clause 22.12 20.24 (Financial StatementsVIE Contracts) will only are deemed to be made once in by each Obligor (with respect of each set of financial statements to any VIE Contract entered into since the last time when such representations and warranties are made) on the date on which such financial statements or Budget VIE Contract is delivered under this Agreement)entered into. (ci) All The Repeating Representations (other than Clauses 20.11 (No misleading information)) and (ii) the representations and warranties made in Clause 22.2 (Status), Clause 22.3 (Binding obligations), Clause 22.5 (Power and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 20.9 (No defaultfiling or stamp taxes) and (in respect insofar as they relate to Original Financial Statements of Events the applicable Additional Guarantor) paragraphs (a) and (b) of Default only), Clause 22.12 20.12 (Original Financial Statements), and Clause 22.31 (US Representations) are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries Guarantor on the day on which it becomes (or it is proposed that it becomesto become) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statementsGuarantor. (de) The representations and warranties in Clause 20.11 (No misleading information) are deemed to be made by each Obligor on the Syndication Date. (f) The representations and warranties in Clause 20.26 (Outbound security for offshore lending) (insofar as it relates to any Transaction Obligor that is incorporated or established in the PRC) are deemed to be made by each Obligor on the date on which such Transaction Obligor (that is incorporated or established in the PRC) enters into any Guarantee or Transaction Security Document and on the date on which any Incremental Facility is established. (g) Each representation and or warranty deemed to be made after the date of this Agreement Amendment and Restatement Effective Date shall be deemed to be made by reference to the facts and circumstances existing at the date the such representation or warranty is deemed to be made.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) 21 are made by each Original Obligor on the date of this Agreement Signing Date, the Initial Utilisation Date and on the Closing Date except for that: (i) the representations and warranties set out in Clause 22.11 21.12 (No misleading informationInformation Package and Base Case Model) which are deemed to shall only be made by the Company with respect to the Information Package, on the date of this Agreement the Information Memorandum is approved by the Company; and (ii) the representations and on the Closing Date and the representation and warranty warranties set out in Clause 22.12 21.13 (Financial StatementsAccounts) which is deemed to will be made by once only in respect of each set of financial statements delivered to the Company Agent and shall be made on the date of this Agreement and on such financial statements are delivered to the Closing DateAgent. (b) The Repeating Representations are deemed to be made by each Obligor and the Parent (if applicable) on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period (except that those contained in paragraph (b) of Clause 22.12 (Financial Statements) will only be made once in respect of each set of financial statements on the date such financial statements or Budget is delivered under this Agreement)Period. (c) All the representations and warranties made in Clause 22.2 (Status), Clause 22.3 (Binding obligations), Clause 22.5 (Power and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 (US Representations) The Repeating Representations are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor. (d) The representations and warranties at Clauses 21.20 (Good title to assets), provided that in respect of Clause 22.12 21.21 (Financial StatementsLegal and beneficial ownership) such Additional Obligor shall only be and 21.22 (Shares) are deemed to make be made by the relevant Obligor and/or the Parent (as the case may be) on the day on which that Obligor or the Parent (as the case may be) enters into a representation and warranty in respect of paragraph (c) of that Clause Transaction Security Document and only in respect of its most recent financial statementsthat Transaction Security Document and the assets or shares to which that Transaction Security Document relates. (de) Each representation and or warranty deemed to be made after the date of this Agreement Signing Date shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) 23 are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in Clause 22.11 (No misleading information) which are deemed to be made by the Company with respect to the Information Package, on the date of this Agreement and on the Closing Date and the representation and warranty set out in Clause 22.12 (Financial Statements) which is deemed to be made by the Company on the date of this Agreement and on the Closing Date. (bi) The Subject to paragraph (ii) below, the Repeating Representations are deemed to be made by each Obligor Obligor: (A) on the date of each Utilisation Request, ; (B) on each Utilisation Date and Date; (C) on the first day of each Interest Period Period; (except that those D) on the date of each Incremental Facility Notice; and (E) on each Establishment Date. (ii) The Repeating Representations contained in paragraph paragraphs (ba) to (c) of Clause 22.12 23.13 (Original Financial Statements) will only cease to be deemed to be made by each Obligor once in respect of each set of subsequent financial statements on the date such financial statements or Budget is have been delivered under this Agreement). (c) All the representations and warranties made in this Clause 22.2 23 except Clause 23.9 (StatusNo filing or stamp taxes), Clause 22.3 23.12, (Binding obligationsNo misleading information), Clause 22.5 23.25 (Power and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default onlyGroup Structure Chart), Clause 22.12 23.26 (Financial Statements), Accounting Reference Date) and Clause 22.31 23.29 (US RepresentationsHolding Companies) are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, Obligor provided that in respect of Clause 22.12 that: (Financial Statementsi) any such representation and warranty shall be deemed to refer solely to such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect any of its most recent financial statementsSubsidiaries; and (ii) there shall be no misrepresentation under Clause 23.11 (No default) on account of any Event of Default which will be remedied by the accession of the Additional Obligor(s). (d) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the The representations and warranties set out in Clauses ‎22.2 (Status) to ‎22.8 (Insolvency), Clause 22.11 ‎22.22 (No misleading informationCentre of main interest) which and Clause ‎22.25 (Sanctions) are deemed to be made by the Company with respect to the Information Package, on the date of this Agreement and on the Closing Date Topco and the representation and warranty set out in Clause 22.12 (Financial Statements) which is deemed to be made by the Original Company on the date of this Agreement and on the Closing Date. (b) All the representations and warranties in this Clause ‎22 are made by each Original Obligor on the date of this Agreement and the Closing Date. (c) The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period (except that those contained in paragraph (b) of Clause 22.12 (Financial Statements) will only be made once in respect of and on each set of financial statements on the date such financial statements or Budget is delivered under this Agreement)Subscription Date. (cd) All the representations and warranties made in Clause 22.2 (Status), Clause 22.3 (Binding obligations), Clause 22.5 (Power and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 (US Representations) The Repeating Representations are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that that: (i) any such representation and warranty shall be deemed to refer solely to such Additional Obligor; (ii) there shall be no misrepresentation under any such representation and warranty on account of any matter which a member of the Group has disclosed to the Agent on or before the date on which such Additional Obligor becomes (or on which it is proposed to become) an Additional Obligor; and (iii) there shall be no misrepresentation under Clause ‎22.9 (No default) on account of any Default, Event of Default, Margin Event of Default or Major Event of Default which will be remedied by the accession of the Additional Obligor(s). (e) No representation or warranty is made under Clause ‎22.10 (No misleading information) nor in respect of Clause 22.12 the Base Case Model after the date of this Agreement. (Financial Statementsf) such Additional Obligor shall only be deemed to make a Any representation and warranty or warranty: (i) made under or in respect of paragraph (ca) of that Clause and ‎22.10 (No misleading information) shall be given only on the date the applicable information was provided to the relevant Finance Party; and (ii) made under or in respect of its most recent Clause ‎22.11 (Original Financial Statements) (other than paragraph ‎(a) of Clause ‎22.11 (Original Financial Statements)) in respect of each set of financial statementsstatements delivered as contemplated by Schedule 15 (Information Undertakings) shall only be made once in respect of each set of financial statements on the date such financial statements are delivered. (diii) Each representation and warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made. (g) Notwithstanding any other provisions to the contrary in this Clause ‎22, each of the representations and warranties set out in this Clause ‎22 shall be qualified by all of the information included in any due diligence report delivered to the Agent from time to time (in each case including any annexes thereto), the Original Financial Statements and any other information disclosed to the Original Noteholders or the Agent in writing prior to the date of this Agreement.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the The representations and warranties set out in Clauses ‎22.2 (Status) to ‎22.8 (Insolvency), Clause 22.11 ‎22.22 (No misleading informationCentre of main interest) which and Clause ‎22.25 (Sanctions) are deemed to be made by the Company with respect to the Information Package, on the date of this Agreement and on the Closing Date Topco and the representation and warranty set out in Clause 22.12 (Financial Statements) which is deemed to be made by the Original Company on the date of this Agreement and on the Closing Date. (b) All the representations and warranties in this Clause ‎22 are made by each Original Obligor on the date of this Agreement and the Closing Date. (c) The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period (except that those contained in paragraph (bother than with respect to a Rollover Loan) of Clause 22.12 (Financial Statements) will only be made once in respect of and on each set of financial statements on the date such financial statements or Budget is delivered under this Agreement)Utilisation Date. (cd) All the representations and warranties made in Clause 22.2 (Status), Clause 22.3 (Binding obligations), Clause 22.5 (Power and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 (US Representations) The Repeating Representations are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that that: (i) any such representation and warranty shall be deemed to refer solely to such Additional Obligor; (ii) there shall be no misrepresentation under any such representation and warranty on account of any matter which a member of the Group has disclosed to the Agent on or before the date on which such Additional Obligor becomes (or on which it is proposed to become) an Additional Obligor; and (iii) there shall be no misrepresentation under Clause ‎22.9 (No default) on account of any Default, Event of Default, Margin Event of Default or Major Event of Default which will be remedied by the accession of the Additional Obligor(s). (e) No representation or warranty is made under Clause ‎22.10 (No misleading information) nor in respect of Clause 22.12 the Base Case Model after the date of this Agreement. (Financial Statementsf) such Additional Obligor shall only be deemed to make a Any representation and warranty or warranty: (i) made under or in respect of paragraph (ca) of that Clause and ‎22.10 (No misleading information) shall be given only on the date the applicable information was provided to the relevant Finance Party; and (ii) made under or in respect of its most recent Clause ‎22.11 (Original Financial Statements) (other than paragraph ‎(a) of Clause ‎22.11 (Original Financial Statements)) in respect of each set of financial statementsstatements delivered as contemplated by Schedule 15 (Information Undertakings) shall only be made once in respect of each set of financial statements on the date such financial statements are delivered. (diii) Each representation and warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made. (g) Notwithstanding any other provisions to the contrary in this Clause ‎22 each of the representations and warranties set out in this Clause ‎22 shall be qualified by all of the information included in any due diligence report delivered to the Agent from time to time (in each case including any annexes thereto), the Original Financial Statements and any other information disclosed to the Original Lenders or the Agent in writing prior to the date of this Agreement.

Times when representations made. (a) All the representations and warranties in this Clause 22 Schedule 5 (RepresentationsRepresentations and Warranties) are made by each Original Relevant Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in Clause 22.11 paragraph 14 (No misleading information) thereof which are deemed to be made by the Company each Relevant Obligor (i) with respect to each Information Memorandum or supplement thereto, on the date the Information Memorandum or supplement is approved by the Company and, (ii) with respect to the information provided by or on behalf of an Obligor for the preparation of the Information Package, on the date of this Agreement and on any later date on which the Closing Date Information Package (or any part of it) is released to the Arrangers for distribution in connection with syndication. (b) Unless otherwise stated to have been made as of a specific date, each of the representations and the representation warranties in Schedule 5 (Representations and warranty set out in Clause 22.12 (Financial StatementsWarranties) which is are deemed to be made by the Company on each Relevant Obligor on: (i) the date of this Agreement the first Utilisation Request hereunder; (ii) the first Utilisation Date hereunder; and (iii) the first Utilisation Date under the City of Dreams Tranche. (c) The representations and warranties in paragraph 14 (No misleading information) of Schedule 5 (Representations and Warranties) are deemed to be made by each Relevant Obligor on the Closing Syndication Date. (bd) The Repeating Representations are deemed to be made by each Relevant Obligor on on: (i) the date of each Utilisation Request, on ; (ii) each Utilisation Date and on Date; and (iii) the first day of each Interest Period (except that those contained in paragraph (b) of Clause 22.12 (Financial Statements) will only be made once in respect of each set of financial statements on the date such financial statements or Budget is delivered under this Agreement)Period. (ce) All the representations and warranties made in Clause 22.2 Schedule 5 (Status), Clause 22.3 (Binding obligations), Clause 22.5 (Power Representations and AuthorityWarranties) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 except paragraph 14 (No defaultmisleading information) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 (US Representations) thereof are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statements. (df) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) 24 are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in in: (i) Clause 22.11 24.10 (Deduction of Tax) which is made on the date of this Agreement; (ii) Clause 24.12 (No misleading information) which are is deemed to be made by the Company (i) with respect to the Information PackageMemorandum, on the date the Information Memorandum is approved by the Parent and, (ii) with respect to the Base Case Model and Reports, on the date of this Agreement and on the Closing Date; and (iii) Clause 24.13 (Financial statements) in relation to financial statements which are to be delivered after the Closing Date which shall be made only once in respect of each set of financial statements on the date such financial statements are delivered. (b) The representations and the representation and warranty set out warranties in Clause 22.12 24.12 (Financial StatementsNo misleading information) which is are deemed to be made by the Company on the date of this Agreement and on the Closing Syndication Date. (c) The representations and warranties in paragraphs (b) and (c) of Clause 24.13 (Financial statements) are deemed to be made once in respect of each set of financial statements, budget or forecast on the date such financial statements, budgets or forecasts are delivered under this Agreement. (d) The Repeating Representations are deemed to be made by each Obligor on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period (except that those contained in paragraph (b) of Clause 22.12 (Financial Statements) will only be made once in respect of each set of financial statements on the date such financial statements or Budget is delivered under this Agreement)Period. (ce) All the representations and warranties made in Clause 22.2 (Status), Clause 22.3 (Binding obligations), Clause 22.5 (Power and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 (US Representations) The Repeating Representations are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statements. (df) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) 17 are made by each Original Obligor (where applicable) on the date of this Agreement and the Closing Date, except that: (i) the representations and warranties set out in paragraphs (a)(i) to (iv) of Clause 17.11 (No misleading information and Original Financial Statements) which are deemed to be made by each Obligor (where applicable) with respect to the Data Room on the Closing Date except for date of this Agreement; and (ii) the representations and warranties set out in Clause 22.11 17.19 (No misleading informationGood title to assets) which and paragraph (a) of Clause 17.30 (Asset Tape, Quarterly Rent Tape, Ownership Documents and Contracts) are deemed to be made by the Company with respect to the Information Package, each Obligor on the date of this Agreement and on the Closing Date and the representation and warranty set out in Clause 22.12 (Financial Statements) which is deemed to be made by the Company on the date of this Agreement and Agreement, on the Closing Date, and on the date that the Asset Tape and each Quarterly Rent Tape delivered in accordance with this Agreement. (b) The Repeating Representations are deemed to be made by each Obligor (as applicable) on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period (except that those contained in paragraph (b) of Clause 22.12 (Financial Statements) will only be made once in respect of each set of financial statements on the date such financial statements or Budget is delivered under this Agreement)Payment Date. (c) All The Repeating Representations and the representations and warranties made given in Clause 22.2 17.24 (Status), Clause 22.3 (Binding obligations), Clause 22.5 (Power Centre of main interests and Authority) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 (US Representationsestablishments) are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries a Security Provider on the day date on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statementsSecurity Provider. (d) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made. Each representation or warranty relating to information to be delivered or provided by any Obligor on any day shall be deemed to be expressed as of the date on which such information was delivered or provided, or if such information is expressed as of an earlier date, then such earlier date.

Times when representations made. (a) All the representations and warranties in this Clause 22 (Representations) clause 20 are made by each Original Obligor on the date of this Agreement and on the Closing Date except for the representations and warranties set out in Clause 22.11 (a) clause 20.12 (No misleading information) which are deemed to be made by the Company each Obligor with respect to the Information Package, on the date of this Agreement Agreement, on the Utilisation Date and on any later date on which a Report is released to an Arranger and (b) clause 20.21 (Ownership) to the Closing Date extent that it relates to ownership of any member of the Target Group. (b) All the representations and the representation and warranty set out warranties in Clause 22.12 (Financial Statements) which is this clause 20 are deemed to be made by the Company each Obligor on the date of this Agreement Utilisation Date other than clauses 20.12(h) and on the Closing Date20.12(i) (No misleading information). (bc) The Repeating Representations are deemed to be made by each Obligor on the date of each the Utilisation Request, on each the Utilisation Date and on the first day of each Interest Period and, if an Interest Period is longer than six Months, on the dates following at six Monthly intervals after the first day of that Interest Period (except that those contained in paragraph clauses 20.13(a) to 20.13(d) (b) of Clause 22.12 (Original Financial Statements) will only cease to be so made once in respect of each set of subsequent financial statements on the date such financial statements or Budget is have been delivered under this Agreement). (cd) All the representations and warranties made in Clause 22.2 this clause 20 except clause 20.12 (StatusNo misleading information), Clause 22.3 clause 20.24 (Binding obligationsGroup Structure Chart), Clause 22.5 clause 20.27 (Power Acquisition Documents, Disclosures and Authorityother Documents) to Clause 22.7 and clause 20.31 (Governing law and enforcement) inclusive, Clause 22.10 (No default) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 (US RepresentationsHolding Company) are deemed to be made by the Borrower and each Additional Obligor with respect to it and its Restricted Subsidiaries Guarantor on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statementsGuarantor. (de) Each representation and or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

Times when representations made. (a) All the representations and warranties in this Clause 22 Schedule 8 (RepresentationsRepresentations and Warranties) are made by each Original Relevant Obligor on the date of this Agreement Amendment and on the Closing Restatement Effective Date except for the representations and warranties set out in Clause 22.11 paragraph 13 (No misleading information) thereof which are deemed to be made by the Company each Relevant Obligor (i) with respect to each Information Memorandum or supplement thereto, on the date the Information Memorandum or supplement is (or was) approved by the Company and, (ii) with respect to the information provided by or on behalf of an Obligor for the preparation of the Information Package, on the date of this Agreement Amendment and Restatement Effective Date and on any later date on which the Closing Date Information Package (or any part of it) is (or was) released to the Arrangers for distribution in connection with syndication. (b) The representations and the representation warranties in paragraph 13 (No misleading information) of Schedule 8 (Representations and warranty set out in Clause 22.12 (Financial StatementsWarranties) which is are deemed to be made by the Company each Relevant Obligor on the date of this Agreement and on the Closing Syndication Date. (bc) The Repeating Representations are deemed to be made by each Relevant Obligor on on: (i) the date of each Utilisation Request, on ; (ii) each Utilisation Date and on Date; and (iii) the first day of each Interest Period (except that those contained in paragraph (b) of Clause 22.12 (Financial Statements) will only be made once in respect of each set of financial statements on the date such financial statements or Budget is delivered under this Agreement)Period. (cd) All the representations and warranties made in Clause 22.2 Schedule 8 (Status), Clause 22.3 (Binding obligations), Clause 22.5 (Power Representations and AuthorityWarranties) to Clause 22.7 (Governing law and enforcement) inclusive, Clause 22.10 except paragraph 13 (No defaultmisleading information) (in respect of Events of Default only), Clause 22.12 (Financial Statements), and Clause 22.31 (US Representations) thereof are deemed to be made by each Additional Obligor with respect to it and its Restricted Subsidiaries on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor, provided that in respect of Clause 22.12 (Financial Statements) such Additional Obligor shall only be deemed to make a representation and warranty in respect of paragraph (c) of that Clause and only in respect of its most recent financial statements. (de) Each representation and or warranty deemed to be made after the date of this Agreement Amendment and Restatement Effective Date shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.