Disruption Events definition

Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended (i) by replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) by adding the phrase “and/or Hedge Position” after the word “Shares” in clause (X) thereof and (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date”; and provided,, further, that (i) any determination as to whether (A) the adoption of or any change in any applicable law or regulation (including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption or promulgation of new regulations authorized or mandated by existing statute) or (B) the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), in each case, constitutes a “Change in Law” shall be made without regard to Section 9

Disruption Events means the occurrence of a Market Disruption Event or a Force Majeure Event, which in the Investment Manager’s sole and absolute discretion, determines that such event affects the Fund or any Fund Asset. “Force Majeure Event” means an event or circumstance (including, without limitation, a system failure, natural or man-made disaster, act of God, armed conflict, act of terrorism, riot or labour disruption or any similar intervening circumstance) that is beyond the reasonable control of the Investment Manager and that the Investment Manager (in its sole and absolute discretion) determines that such event or circumstance affects the Fund or any Fund Asset. “Market Disruption Event” means any one or more of the following events, which occur in relation to any Fund Asset(s) provided that, in the sole and absolute determination of the Investment Manager, such event is material:

Disruption Events means a Market Disruption Event, a Force Majeure Event or an

Disruption Events. “Disruption Event” means either or both of: 1) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with this Contract; or 2) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of either the Borrower’s Bank or the Borrower’s preventing the Party: i) from performing its payment obligation Non-Disclosure The parties irrevocably agree that they shall not disclose or otherwise reveal directly or indirectly to any to any unauthorized individual or entity any confidential information provided by one Party to another, including but not limited to the CONTRACT terms, product information concerning the identity of the sellers, producers, buyers, Provider of the Finances, Borrowers, brokers, distributors, refiners, manufacturers, technology owners, or the representatives of any of the above, as well as names, addresses, principals or telex / fax / telephone numbers, references to product or technology information and/or any other information deemed to be confidential or privileged within the broadest possible scope of the project or the transaction without prior specific written consent of the Party or parties generating or with the proprietary rights to such information. Non-Circumvention The parties agree not to circumvent or attempt to circumvent this agreement in an effort to gain fees, commissions, remunerations or considerations gained through circumvention would otherwise be deemed the rightful property of any one or several of the parties. Republic of Mozambique, represented by ▇▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Techno-Investment Module Ltd. represented by Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ - CEO Kallo Inc. represented by ▇▇. ▇▇▇▇ ▇▇▇▇▇ – President & CEO The following shall be the schedule of payment for the project as per the Technical Proposal Ref # AF/MZ/NOV-2020/TP-000101/ and Financial Proposal Ref # AF/MZ/NOV-2020/ FP-000101/ As per Schedule E, Binding Term Sheet of this Loan Contract No. ▇▇▇-101220-001-FIN / INV / GOV / MZ. Section 2 – Payment Process: The Finance provider (▇▇▇) shall disperse the Total amount of €1,305,256,575 (One Billion, Three Hundred Five Million, Two Hundred Fifty-Six Thousand Five Hundred Seventy-Five Euros Only) as per the following schedule:

Disruption Events means, Commodity Valuation Date Disruption Events (see section 3 below) and/or Commodity Observation Date Disruption Events (see section 4 below), as applicable.

Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Position” and (iii) replacing the parenthetical beginning after the word “regulation” in the second line thereof with the words “(including, for the avoidance of doubt and without limitation, (x) any tax law or (y) adoption, effectiveness or promulgation of new regulations authorized or mandated by existing statute)”. Failure to Deliver: Applicable Hedging Disruption: Applicable; provided that: (i) Section 12.9(a)(v) of the Equity Definitions is hereby amended by inserting the following two phrases at the end of such Section: “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. And, for the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms.”; (ii) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”; and (iii) it shall not be a Hedging Disruption if such inability occurs solely due to the deterioration of the creditworthiness of the Hedging Party. Increased Cost of Hedging: Not Applicable Hedging Party: For all applicable Additional Disruption Events, Dealer. Determining Party: For all applicable Extraordinary Events, Dealer; provided that when making any determination or calculation as “Determining Party,” Dealer shall be bound by the same obligations relating to required acts of the Calculation Agent as set forth in Section 1.40 of the Equity Definitions and this Confirmation as if Determining Party were the Calculation Agent. Whenever Determining Party is called upon to make a determination, calculation or adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the

Disruption Events. “Disruption Event” means either or both of: 1) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with this Contract; or 2) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of either the Borrower’s Bank or the Borrower’s preventing the Party: i) from performing its payment obligation Party1 _________________ Party2 _________________

Disruption Events means, a Market Disruption Event (as defined in footnote 22 below) or a Force Majeure Event (as defined in footnote 23 below) which affects (in the Investment Manager’s sole and absolute determination) any Portfolio Component, Fund Asset and/or any hedging position of an Approved Counterparty relating to the Portfolio.

Disruption Events. Change in Law: Applicable; provided that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or public announcement of, the formal or informal interpretation”, (ii) replacing the word “Shares” 13