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Article 6. Method of payment

  1. All amounts payable by the Borrower to the Lender under this Agreement, including, but not limited to, repayments of the Loan, payments of the Interest, the Overdue Interest, the Expens­es, the Management Fee, shall be payable in United State Dollars in net amounts receivable by the Lender and shall be paid by the Borrower in the full amount stated under this Agreement, without deduction or offset for any present or future income or other tax­es, levies, charges or other withholdings or impositions of any na­ture whatsoever. If the Borrower is required to withhold income or other taxes or levies imposed on repayment of the Loan, payment of the Interest, the Overdue Interest, or other payments due to the Lender by or within Russia under this Agreement, the Borrower shall bear the taxes and/or levies regardless of their nature, and pay them to the relevant authorities.

  2. Unless otherwise provided under this Agreement, all payments by the Borrower to the Lender under this Agreement, including, but not limited to repayments of the Loan, payments of the Interest, the Overdue Interest, the Expenses and the Management Fee, shall be made by telegraphic transfer, for good value, in United States Dollars to the Lender’s account No. 34022 with The Chase Manhattan Bank N. A., London, Wollgate House, Coleman Street, London EC2, England not later than 10: 00 a. m. London time on the date each payment is due.

The Borrower shall send pre-payment order by telex which provides amount with its value date to be paid, two business days before each due date to the Lender’s Bank as described above.

Article 7. Disbursement

1. For the purpose of the Loan provided in Article 2, the parties hereto agree that the disbursement shall be made directly to the Seller’s bank account upon the Borrower’s request.

The Borrower shall send the drawdown notice by telefax in the form of Exhibit С attached hereto, the «Drawdown Notice». Such Drawdown Notice must be accompanied by the Seller’s invoice.

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The disbursement shall be made on the fifth business day after, not including, the Lender’s receipt of the Drawdown Notice.

The final Drawdown Date shall not be later than November 29, 200..

2. In case any payment hereunder becomes due on a day which is not a business day, the payment shall be made on the next succeeding business day unless such next succeeding business days fall in the next calendar month, in which case the payment shall be made on the immediate business day. Business day means a day on which banks are open in London and New York for the type of business contemplated by this Agreement.

Article 8. REPRESENTATIONS AND WARRANTIES

The Borrower covenants, represents and warrants that:

  1. This Agreement when executed and delivered does and will con­stitute the legal, valid and binding obligation of the Borrower en­forceable in accordance with its terms.

  2. All sums to be disbursed to and the obligations of the Borrower hereunder rank and will rank pari passu with all other unsecured indebtedness and contingent liabilities of the Borrower.

  3. All acts, conditions and things required to be done and performed and to have happened prior to the execution and delivery of this Agreement in order to constitute all the obligations of the Bor­rower under this Agreement valid and binding obligations in ac­cordance with their terms, have been done, have been performed and have happened in due and strict compliance with all applica­ble laws and regulations and the execution, delivery and perform­ance of this Agreement, have been duly authorized by law and do not and will not violate any provision of any law to which the Bor­rower is subject or result in the breach of any agreement or instru­ment to which the Borrower is a party.

  4. No event has occurred and is continuing or would result from the drawdown of the Loan which constitutes the obligation or which,

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upon a lapse of time or the giving of notice or both, would become one of those events mentioned in Article 9.

5. The Loan under this Agreement shall be used solely for the pay­ment by the Buyer to the Seller for purchase of the Equipment un­der the Addendum.