Open Joint Stock Company Gazprom

5.6 Provisions ExclusiveGazprom may not voluntarily prepay the Loan except in accordance with the express terms ofthis Agreement. Any amount prepaid may not be reborrowed.6 Payments6.1 Making of PaymentsAll payments of principal and interest to be made by Gazprom under this Agreement shall bemade to the Bank not later than 10.00 a.m. (New York City time) one Business Day prior to eachInterest Payment Date or the Repayment Date (as the case may be) in Same-Day Funds to theBank's account no. 7457838400 with the Principal Paying Agent. The Bank agrees with Gazpromthat it will not deposit any other monies into such account and that no withdrawals shall be madefrom such account other than as provided for and in accordance with the Trust Deed and thePaying Agency Agreement.6.2 No Set-Off, Counterclaim or Withholding; Gross-UpAll payments to be made by Gazprom under this Agreement shall be made in full without set-offor counterclaim and (except to the extent required by law) free and clear of and without deductionfor or on account of any Taxes. If Gazprom shall be required by applicable law to make anydeduction or withholding from any payment under this Agreement for or on account of any Taxes,it shall increase any payment due hereunder to such amount as may be necessary to ensure thatthe Bank receives a net amount in Dollars equal to the full amount which it would have receivedhad payment not been made subject to such Taxes, shall account to the relevant authorities forthe relevant amount of such Taxes so withheld or deducted within the time allowed for suchpayment under the applicable law and shall deliver to the Bank without undue delay evidencesatisfactory to the Bank of such deduction or withholding and of the accounting therefor to therelevant taxing authority. If the Bank pays any amount in respect of such Taxes, Gazprom shallreimburse the Bank in Dollars for such payment on demand.6.3 Withholding on NotesIf the Bank notifies Gazprom (setting out in reasonable detail the nature and extent of theobligation with such evidence as Gazprom may reasonably require) that it has become obliged tomake any withholding or deduction for or on account of any Taxes from any payment which it isobliged to make under or in respect of the Notes in circumstances where the Bank is required topay additional amounts pursuant to Condition 8 of the Notes, Gazprom agrees to pay to the Bank,on the date on which payment is due to the Noteholders, such additional amounts as are equalto the said additional amounts which the Bank must pay pursuant to Condition 8 of the Notes;provided, however, that the Bank shall immediately upon receipt from any Paying Agent of anysums paid pursuant to this provision, to the extent that the Noteholders, as the case may be, arenot entitled to such additional amounts pursuant to the terms and conditions of the Notes, paysuch additional amounts to Gazprom (it being understood that neither the Bank, nor the PrincipalPaying Agent nor any Paying Agent shall have any obligation to determine whether anyNoteholder is entitled to such additional amount).6.4 ReimbursementTo the extent that the Bank subsequently obtains or uses any tax credit or allowance or otherreimbursements relating to a deduction or withholding with respect to which Gazprom has madea payment pursuant to this Clause 6 or obtains any reimbursement from the Trustee pursuant tothe terms of the Trust Deed, it shall pay to Gazprom so much of the benefit it received as will leavethe Bank in substantially the same position as it would have been had no additional amount beenrequired to be paid by Gazprom pursuant to this Clause 6 or had no reimbursement been paid tothe Bank pursuant to the Trust Deed; provided, however, that the question of whether any suchbenefit has been received, and accordingly, whether any payment should be made to Gazprom,65