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Open Joint Stock Company Gazprom

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10.6 Payment of Taxes and Other ClaimsSo long as any amount remains outstanding hereunder, <strong>Gazprom</strong> shall pay or discharge or causeto be paid or discharged, before the same shall become overdue, all taxes, assessments andgovernmental charges levied or imposed upon, or upon the income, profits or property of<strong>Gazprom</strong>; provided that <strong>Gazprom</strong> shall not be required to pay or discharge or cause to be paidor discharged any such tax, assessment, charge or claim (a) whose amount, applicability orvalidity is being contested in good faith by appropriate proceedings and for which adequatereserves in accordance with IAS or other appropriate provision has been made or (b) whoseamount, together with all such other unpaid or undischarged taxes, assessments, charges andclaims, does not in the aggregate exceed U.S.$100,000,000.10.7 Withholding Tax Exemption10.7.1 The Bank shall use its best endeavours to provide <strong>Gazprom</strong> no later than 10 businessdays before the first interest payment date (and thereafter as soon as possible at thebeginning of each calendar year but not later than 10 business days prior to the firstinterest payment date in that year) with the certificate, issued and certified by thecompetent German authorities, confirming that the Bank is resident in Germany,provided that the Bank shall not be responsible for any failure to provide, or any delaysin providing, such residency certificate as a result of any action or inaction of thecompetent German authorities, but shall notify <strong>Gazprom</strong> as soon as practicable aboutany such failure or delay with an indication of the actions taken by the Bank to obtainsuch residency certificate.10.7.2 <strong>Gazprom</strong> and the Bank agree that, should the Russian legislation regulating theprocedure for obtaining an exemption from Russian income tax withholding change thenthe procedure referred to in sub-Clause 10.7.1 will be deemed changed accordingly.10.8 Maintenance of InsuranceSo long as any amount remains outstanding hereunder, <strong>Gazprom</strong> and any Principal Subsidiaryshall keep those of their properties which are of an insurable nature insured with insurers whoimplement good business practices and are believed by <strong>Gazprom</strong> or such Principal Subsidiary,as the case may be, to be responsible against loss or damage to the extent that property ofsimilar character is usually so insured by corporations in the same jurisdictions similarly situated.10.9 Reports10.9.1 So long as any amount remains outstanding hereunder, <strong>Gazprom</strong> will furnish to the Bankcommencing with the year ending 31 December 2001, within 9 months of the relevantyear-end audited annual financial statements prepared in accordance with IAS, includinga report thereon by <strong>Gazprom</strong>'s certified independent accountants.10.9.2 On each Interest Payment Date, <strong>Gazprom</strong> shall deliver to the Bank a written notice in theform of an Officers' Certificate stating whether any Potential Event of Default or Event ofDefault has occurred and, if it has occurred and shall be continuing, what action<strong>Gazprom</strong> is taking or proposes to take with respect thereto.10.9.3 <strong>Gazprom</strong> will on request of the Bank provide the Bank with such further information,other than information which <strong>Gazprom</strong> determines in good faith to be confidential, aboutthe business and financial condition of <strong>Gazprom</strong> and its Subsidiaries as the Bank mayrequire (including pursuant to Clauses 15.5 and 15.12 of the Trust Deed).10.10 Compliance with Terms of Trust DeedThe Bank agrees that it will observe and comply with its obligations set out in the Trust Deed andwill not agree to any amendment to the terms of such Trust Deed without prior consultation, ifreasonably practicable, with <strong>Gazprom</strong>. In addition, the Bank agrees that it will only exercise its72

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