Open Joint Stock Company Gazprom

power to appoint a new Trustee pursuant to Clause 27.1 of the Trust Deed with the consent ofGazprom (such consent not to be unreasonably withheld or delayed).11 Events of Default11.1 Events of DefaultIf one or more of the following events of default (each, an "Event of Default") shall occur and becontinuing, the Bank shall be entitled to the remedies set forth in sub-Clause 11.3.11.1.1 Gazprom fails to pay within three Business Days any amount payable hereunder as andwhen such amount becomes payable in the currency and in the manner specified herein,provided that such default will not be an Event of Default if (i) it occurs by reason only ofadministrative or technical difficulties affecting the transfer of the funds due fromGazprom, (ii) Gazprom issued the appropriate transfer and payment instructions insufficient time to permit the transfer and payment of the amount due to be made on itsdue date and (iii) the Bank receives from Gazprom that amount within six Business Daysafter the due date for payment.11.1.2 Gazprom fails to perform or observe any of its other obligations under this Agreementand (except where in any such case that failure is not capable of remedy when no suchnotices as is hereinafter mentioned will be required) that failure continues for the periodof 30 days (or such longer period as the Bank may permit) next following the submissionby the Bank to Gazprom of notice in writing requesting the same to be remedied.11.1.3 Any representation or warranty of Gazprom or any statement deemed to be made byGazprom in this Agreement or in any other document, certificate or notice delivered tothe Bank in connection with this Agreement or the issue of Notes proves to have beeninaccurate, incomplete or misleading in any material respect at the time it was made orrepeated or deemed to have been made or repeated.11.1.4 Gazprom or any Principal Subsidiary (i) fails to pay any of its Financial Indebtedness asand when such Financial Indebtedness becomes payable, taking into account anyapplicable grace period or (ii) fails to perform or observe any covenant or agreement tobe performed or observed by it contained in any other agreement or in any instrumentevidencing any of its Financial Indebtedness if, as a result of such failure, any other partyto such agreement or instrument is entitled to exercise, and has not irrevocably waived,the right to accelerate the maturity of any amount owing thereunder; provided, that thetotal amount of such Financial Indebtedness unpaid or capable of being acceleratedexceeds U.S.$20,000,000 (or its equivalent in another currency); provided however thatthis sub-Clause 11.1.4 shall not apply to foreign currency Financial Indebtedness owedto Russian Persons.11.1.5 Gazprom or any Principal Subsidiary commences negotiations with its creditorsgenerally with a view to the general readjustment or rescheduling of its indebtedness ormakes a general assignment for the benefit of or a composition with its creditorsgenerally; provided that in the case of a Principal Subsidiary the same could have aMaterial Adverse Effect.11.1.6 Gazprom or any Principal Subsidiary takes any corporate action or any order is made bya competent court for its winding-up, dissolution, external administration or reorganisationwhether by way of voluntary arrangement, scheme of arrangement orotherwise or for the appointment of a liquidator, receiver, administrator, administrativereceiver, conservator, custodian, trustee or similar officer of it or of all or a material partof its revenues and assets.11.1.7 Gazprom or any Principal Subsidiary (i) fails or is unable to pay its debts generally asthey become due or (ii) commences a voluntary case in bankruptcy or any other actionor proceeding for any other relief under any law affecting creditors' rights as is similar to73