OR DAMAGES FOR LOST PROFITS OF ANY KIND, IN CONNECTION WITH EITHER THIS
AGREEMENT OR THE TRANSACTIONAL DOCUMENTS.
24.
WAIVER OF IMMUNITY. To the extent that the Seller or Buyer may be
entitled in any jurisdiction to claim for itself or any of its property or
assets immunity in respect of its obligations under the Prepayment Documents
from service of process, jurisdiction, suit, judgment, execution, attachment
(whether before judgment, in aid of execution or otherwise) or legal process or
to the extent that in any jurisdiction there may be attributed to it all or any
of its property or assets immunity of that kind (whether or not claimed), the
Seller and the Buyer irrevocably agree not to claim and irrevocably waive that
immunity.
25.
FORWARD CONTRACT.
EACH PARTY REPRESENTS AND ACKNOWLEDGES TO THE OTHER THAT:‎
‎(A)‎
SUCH PARTY IS AN "ELIGIBLE CONTRACT PARTICIPANT" AS ‎DEFINED IN SECTION
1A (12) OF THE COMMODITY EXCHANGE ACT, AS ‎AMENDED;‎
‎(B)‎
THIS AGREEMENT, INCLUDING ANY CREDIT SUPPORT AND ‎TRANSACTIONS
HEREUNDER, IS A "FORWARD CONTRACT," AND A "MASTER ‎NETTING AGREEMENT," AND/OR A
"SWAP AGREEMENT";‎
‎(C)‎
SUCH PARTY IS A "MASTER NETTING AGREEMENT PARTICIPANT" ‎AND EITHER (i)
A "FORWARD CONTRACT MERCHANT," OR (ii) IS IN THE ‎BUSINESS OF PRODUCING CRUDE
OIL AND SELLING SUCH CRUDE OIL FOR ‎FORWARD DELIVERY TO FORWARD CONTRACT
MERCHANTS FOR PROFIT
48
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‎AND/OR A "SWAP PARTICIPANT," AND/OR A "FINANCIAL PARTICIPANT" IN ‎RESPECT OF
THERETO, AS SUCH TERMS ARE DEFINED IN THE UNITED ‎STATES BANKRUPTCY CODE (THE
"BANKRUPTCY CODE");‎
‎(D)‎
ALL TRANSFERS OF CASH, SECURITIES OR OTHER PROPERTY ‎UNDER OR IN
CONNECTION WITH THIS AGREEMENT, ANY CREDIT SUPPORT ‎AND ANY TRANSACTION
HEREUNDER ARE "MARGIN PAYMENTS," ‎‎"SETTLEMENT PAYMENTS" AND/OR "TRANSFERS" FOR
PURPOSES OF ‎SECTIONS 546(E), (G) AND (J) AND SECTION 548(D)(2) OF THE
BANKRUPTCY ‎CODE;‎
‎(E)‎
EACH OBLIGATION UNDER THIS AGREEMENT, ANY CREDIT ‎SUPPORT OR ANY
TRANSACTION HEREUNDER IS A "TRANSFER ‎OBLIGATION" OR GIVES RISE TO A
"TERMINATION VALUE" OR "PAYMENT ‎AMOUNT" UPON AN EVENT OF DEFAULT SPECIFIED IN
SECTION 14.4 OR 14.5 ‎WITHIN THE MEANING OF SECTIONS 362 AND 561 AND/OR 560 OF
THE ‎BANKRUPTCY CODE; AND
‎(F)‎
THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT ‎CONSTITUTE "CONTRACTUAL
RIGHTS" TO TERMINATE AND/OR LIQUIDATE ‎TRANSACTIONS UPON AN EVENT OF DEFAULT
SPECIFIED IN SECTION 14.4 ‎OR 14.5, AS SUCH TERM IS USED IN SECTIONS 556 AND 561
AND/OR 560 OF ‎THE BANKRUPTCY CODE.‎
AS USED IN THIS SECTION 25, "AND/OR" MEANS THE INCLUSIVE MEANING OF ‎‎"OR."‎
(The next page is the signature page.)
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IN WITNESS WHEREOF, Seller and Buyer have executed and delivered this Agreement
as of the date first written above.
Seller:
KOSMOS ENERGY GULF OF MEXICO OPERATIONS, LLC
Neal Shah
Print Name: Neal Shah
Title: Vice President
Buyer:
TRAFIGURA TRADING LLC
Corey Prologo
Print Name: Corey Prologo
Title: Director
Rodney Malcolm
Print Name: Rodney Malcolm
Title: Director
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Schedule 1
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Schedule 2.1
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Schedule 2.2
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Schedule 2.4
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Schedule 3
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1
83105400v.1
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Schedule 4
Fields
Prospect
Block
Ownership
NRI