13.07.2015 Views

Open Joint Stock Company Gazprom

Open Joint Stock Company Gazprom

Open Joint Stock Company Gazprom

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

(b)if to the Bank:Salomon Brothers AGFrankfurter WelleReuterweg 1660323 Frankfurt am MainFederal Republic of GermanyTelecopier: (49 69) 232 570Attention:Operations Departmentor to such other address or telecopier number as any party may hereafter specify in writing to theother.14.5 Assignment14.5.1 This Agreement shall inure to the benefit of and be binding upon the parties, theirrespective successors and any permitted assignee or transferee of some or all of aparty's rights or obligations under this Agreement. Any reference in this Agreement toany party shall be construed accordingly and, in particular, references to the exercise ofrights and discretions by the Bank, following the enforcement of the security and/orassignment referred to in sub-Clause 14.5.3 below, shall be references to the exercise ofsuch rights or discretions by the Trustee (as Trustee). Notwithstanding the foregoing, theTrustee shall not be entitled to participate in any discussions between the Bank and<strong>Gazprom</strong> or any agreements of the Bank or <strong>Gazprom</strong> pursuant to sub-Clauses 6.4 or 6.5or Clause 8.14.5.2 <strong>Gazprom</strong> shall not assign or transfer all or any part of its rights or obligations hereunderto any other party except as otherwise expressly permitted herein.14.5.3 The Bank may not assign or transfer, in whole or in part, any of its rights and benefits orobligations under this Agreement except (i) the charge by way of first fixed chargegranted by the Bank in favour of the Trustee (as Trustee) of the Bank's rights and benefitsunder this Agreement and (ii) the absolute assignment by the Bank to the Trustee ofcertain rights, interests and benefits under this Agreement, in each case, pursuant toClause 4 of the Trust Deed.14.6 Currency IndemnityTo the fullest extent permitted by law, the obligation of <strong>Gazprom</strong> in respect of any amount due inDollars under this Agreement shall, notwithstanding any payment in any other currency (whetherpursuant to a judgment or otherwise), be discharged only to the extent of the amount in Dollarsthat the Bank may, in accordance with normal banking procedures, purchase with the sum paidin such other currency (after any premium and costs of exchange) on the Business Dayimmediately following the day on which the Bank receives such payment. If the amount in Dollarsthat may be so purchased for any reason falls short of the amount originally due (the "DueAmount"), <strong>Gazprom</strong> hereby agrees to indemnify and hold harmless the Bank against anydeficiency in Dollars. Any obligation of <strong>Gazprom</strong> not discharged by payment in Dollars shall, tothe fullest extent permitted by applicable law, be due as a separate and independent obligationand, until discharged as provided herein, shall continue in full force and effect. If the amount inDollars that may be purchased exceeds that Due Amount the Bank shall promptly pay the amountof the excess to <strong>Gazprom</strong>.14.7 PrescriptionSubject to the Bank having received the principal amount thereof or interest thereon from<strong>Gazprom</strong>, the Bank shall forthwith repay to <strong>Gazprom</strong> the principal amount or the interest amountthereon, respectively, of any Notes upon such Notes becoming void pursuant to Condition 11 ofthe Notes.77

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!