Open Joint Stock Company Gazprom

1 StatusThe sole purpose of the issue of the Notes is to provide the funds for the Bank to finance theLoan. The Notes constitute the obligation of the Bank to apply the proceeds from the issue of the Notessolely for financing the Loan and to account to the Noteholders for an amount equivalent to sums ofprincipal, interest and additional amounts (if any) actually received by or for the account of the Bankpursuant to the Loan Agreement.The Trust Deed provides that payments in respect of the Notes equivalent to the sums actuallyreceived by or for the account of the Bank by way of principal, interest or additional amounts (if any)pursuant to the Loan Agreement will be made pro rata among all Noteholders, on the date of, and inthe currency of, and subject to the conditions attaching to, the equivalent payment pursuant to the LoanAgreement. The Bank shall not be liable to make any payment in respect of the Notes other than asexpressly provided herein and in the Trust Deed. As provided therein, the Bank shall be under noobligation to exercise in favour of the Noteholders any rights of set-off or of banker's lien or to combineaccounts or counterclaim that may arise out of other transactions between the Bank and the Borrower.Noteholders have notice of, and have accepted, these Terms and Conditions and the contents ofthe Trust Deed and the Loan Agreement, and have hereby accepted that:(a)(b)(c)(d)(e)(f)neither the Bank nor the Trustee makes any representation or warranty in respect of, orshall at any time have any responsibility for, or, save as otherwise expressly provided in theTrust Deed or in paragraph (f) below, liability or obligation in respect of the performanceand observance by the Borrower of its obligations under the Loan Agreement or therecoverability of any sum of principal or interest (or any additional amounts) due or tobecome due from the Borrower under the Loan Agreement;neither the Bank nor the Trustee shall at any time have any responsibility for, or obligationor liability in respect of, the financial condition, creditworthiness, affairs, status or nature ofthe Borrower;neither the Bank nor the Trustee shall at any time be liable for any representation orwarranty or any act, default or omission of the Borrower under or in respect of the LoanAgreement;neither the Bank nor the Trustee shall at any time have any responsibility for, or liability orobligation in respect of, the performance and observance by the Principal Paying Agent,any of the Paying Agents, the Registrar or the Transfer Agent of their respective obligationsunder the Agency Agreement;the financial servicing and performance of the terms of the Notes depend solely andexclusively upon performance by the Borrower of its obligations under the Loan Agreementand its covenant, credit and financial standing. The Borrower has represented andwarranted to the Bank in the Loan Agreement that the Loan Agreement constitutes a legal,valid and binding obligation of the Borrower; andthe Bank and the Trustee shall be entitled to rely on self-certification of the Borrower as ameans of monitoring whether the Borrower is complying with its obligations under the LoanAgreement and shall not otherwise be responsible for investigating any aspect of theBorrower's performance in relation thereto and, subject as further provided in the TrustDeed, the Trustee will not be liable for any failure to make the usual or any investigationswhich might be made by a security holder in relation to the property which is the subjectof the Trust Deed and held by way of security for the Notes, and shall not be bound toenquire into or be liable for any defect or failure in the right or title of the Bank to theassigned property whether such defect or failure was known to the Trustee or might havebeen discovered upon examination or enquiry or whether capable of remedy or not, nor willit have any liability for the enforceability of the security created by the Security Interestswhether as a result of any failure, omission or defect in registering or filing or otherwiseprotecting or perfecting such security; the Trustee has no responsibility for the value ofsuch security.81