Common use of Additional Obligations of the Borrower Clause in Contracts

Additional Obligations of the Borrower. 6.1. The Borrower shall submit to the Bank: 6.1.1. a copy of its accounting statements (together with evidence of their acceptance by the territorial tax inspectorate) within 10 (ten) business days of the deadline established for the submission of the relevant accounting statements to the tax inspectorate, and a copy of its interim accounting statements, in accordance with the following time schedule: • accounting statements for the 1st quarter (for a period from January 1 to March 31) – by May 15 of each year; • accounting statements for the 1st half year (for a period from January 1 to June 30) – by August 15 of each year; • accounting statements for 9 months of the year (for a period from January 1 to September 30) – by November 15 of each year. Other financial and statistical statements shall be submitted within 15 (fifteen) business days of the date of receipt by the Borrower of the Bank’s request by fax (the receipt of which must be automatically confirmed by the fax machine) and at the address specified in Clause 10.5 of this Agreement. 6.1.2. Together with the submission of accounting statements in accordance with the time schedule contained in Clause 6.1.1 of Article 6 of this Agreement, the Borrower shall submit the following documents updated up to the accounting reference date and confirmed with the seal and signature of the authorized representative of the Borrower: • letters confirming that the Borrower has or does not have any loan indebtedness (including any overdue loan indebtedness); • accounting forms No. 1 and No. 2 with itemization of the following accounts: loan debts, accounts receivable and accounts payable (letters confirming existence / absence of any overdue debt, the date on which the debt arose and the estimated debt repayment date), main assets, incomplete construction, investments, other meaningful (i.e. containing entries) lines of the statement of the financial results with itemization of the types of income / expenditure as on the most recent accounting date; • information on any attachment of the Borrower’s property, information on pledged/mortgaged property, information on security provided for third persons’ obligations; • a list of accounts opened by the Borrower at lending agencies other than the Bank; • bank account statements showing the credit balances, the account turnover for the most recent quarter, presence / absence of a backlog of unpaid payment orders; • certificates from the tax body confirming compliance by the Borrower with its obligations in respect of the payment of taxes, charges, penalties and fines. 6.1.3. By June 30 of each year during the effective term of this Agreement: submission of the auditor’s report, prepared by an auditing company acceptable to the Bank, on the results of the audit of the annual financial statements of the Borrower for the preceding year, prepared in accordance with the Russian accounting standards. 6.1.4. When opening accounts at other banks, within 60 (sixty) calendar days of the date of the receipt from the Bank of a notification of the selection of the Borrower’s accounts: copies of additional agreements amending the bank account agreements under which the Bank is granted the right to directly debit such accounts for amounts due from the Borrower under this Agreement, without any further authorization from the Borrower, on the basis of orders for collection or payment orders in accordance with established procedures, with a possibility of partial fulfillment of such orders in case the amount standing to the credit of the Borrower’s accounts does not suffice to cover the amount due. 6.1.5. upon occurrence of any of the following events which may render the Borrower incapable of fulfilling its obligations under the Agreement, immediately notify the Bank of such events, if the Borrower is aware or ought to be aware of them, and of the steps being taken by the Borrower for complying with all the terms and conditions of this Agreement notwithstanding the occurrence of such events: 1. a decision is made that may lead to liquidation, re-organization or change of the form of ownership of the Borrower; 2. an insolvency (bankruptcy) petition if filed against the Borrower and is accepted by an arbitration court for consideration. 6.2. The Borrower shall: 6.2.1. inform the Bank of all changes in its banking details, its name or address within 5 (five) business days of such changes taking effect, and shall provide the Bank, within 1 (one) calendar month of the service of the notice of such changes on the Bank, the documents formalizing such changes (a certificate of the registration of a legal entity, a certificate of the registration of changes made to constituent documents, a notarized amendment to the Charter, etc.); 6.2.2. not take any decisions to re-organize or liquidate the Borrower without prior approval by the Bank of the successor to the Borrower’s obligations to this Agreement, and not take any steps that may render the Borrower incapable of fulfilling its payment obligations under this Agreement; 6.2.3. During the effective term of this Agreement, make all payments under the agreements concluded within the framework of the Project, including transactions financed out of the proceeds of the Credit, using the accounts opened by the Borrower at the Bank or at other lending agencies agreed with the Bank. 6.2.4. Within 15 (fifteen) business days after the end of each quarter, submit to the authorized state body the documents required by law and fulfill all other actions required for obtaining a refund of VAT from the budgetary fund in respect of goods, works and services acquired during the period of the Project implementation. 6.2.5. Any funds received by way of VAT refunds in respect of goods, works and services acquired within the framework of the Project, with the exception of the funds received by way of VAT refunds in respect of the assets contributed to the authorized capital of the Borrower: • shall be transferred by the Borrower to its settlement account opened with the Bank; • until the completion of the construction of the Facilities, shall be used by the Borrower to finance the costs related to the Project implementation, which costs shall be subject to prior approval by the Bank; • after the completion of the construction of the Facilities, shall be used by the Borrower to repay and/or service the obligations owed by it to the Bank under Credit Lines No. 2 and No. 3. 6.2.6. By the 20th day of the first month in each quarter next following the accounting quarter, provide the Bank with an extract from account 19 “Value added tax on acquired assets” for the accounting quarter and from account 68 “Settlements in respect of the value added tax” (reference is made here to accounts of the chart of accounts). 6.2.7. Within 10 (ten) business days of the receipt of a VAT refund in respect of the capital expenditure incurred under the Project, notify the Bank in writing of the fact of the VAT refund, specifying the amount refunded. 6.2.8. To obtain prior approval from the Bank of any of the following actions: (1) amendment of the Charter in connection with a change of the amount of the authorized capital of the Borrower; (2) entering into any contracts entailing encumbrance, alienation or possible alienation of assets the value of which exceeds 1 (one) per cent. of the book value of the Borrower’s assets as determined based on the most recent accounting statements; (3) the terms for obtaining and repaying credits and loans, including debt financing through the issuance of securities, and the forms of security to be provided for such credits and loans; (4) provision of guarantees to secure obligations of third persons; (5) amendment of the terms and conditions of earlier obtained credits and loans (except for amendment of the terms and conditions of this Agreement); (6) making decisions on the establishment of new legal entities (subsidiaries); (7) making decisions entailing alienation, acquisition or potential alienation of shares or participatory shares in the authorized capitals of affiliated companies, including alienation in the form of a pledge; (8) transfer of the subsoil license. 6.2.9. Within 60 (sixty) calendar days of the date of the execution of this Agreement, amend the Charter of the Borrower to reflect the increase of the number of members of the Board of Directors of the Borrower to 5 members, ensure that two representatives of the Bank be appointed as members of the Board of Directors of the Borrower and serve in such capacity throughout the effective term of this Agreement, and provide copies of the minutes of the meetings of the Board of Directors or of the General Meeting of Participants containing resolutions on the appointment of at least two representatives of the Bank as members of the Borrower’s Board of Directors within 10 business days of the date on which the minutes of the General Meeting of Shareholders are signed by the chairperson of the General Meeting of Participants and the secretary of the General Meeting of Participants. 6.2.10. Within 15 (fifteen) calendar days of the date of the receipt of the relevant notices from the Bank, pay / reimburse the Bank for all documented costs (including those related to the payment of taxes) incurred by the Bank in connection with preparation and execution of and payments under the agreements with foreign banks concluded for the purpose of funding the Project. 6.2.11. Convert all funds paid under this Agreement into the accounts opened at the Bank using the exchange rates and other tariffs established by the Bank for the date of payment for its corporate clients. 6.2.12. During the effective term of this Agreement, fulfill the agreement concluded with the Supervising Company and pay all costs arising thereunder. Agree with the Bank all changes proposed to be made to the said agreement. If the said agreement is terminated with the consent of the Bank, enter, within 30 (thirty) business days after the date of such termination, into an agreement with another Supervising Company which was approved by the Bank in writing. 6.2.13. During the availability period established under this Agreement, Credit Lines No. 1 and No. 3, fulfill the agreement concluded with the Legal Advisor and pay all costs arising thereunder. Agree with the Bank any changes proposed to be made to the said agreement. If the said agreement is terminated with the consent of the Bank, enter, within 30 (thirty) business days after the date of such termination, into an agreement with another Legal Advisor which was approved by the Bank in writing. 6.2.14. By the 20th (twentieth) day of the second month of each quarter next following the accounting quarter, submit to the Bank reports prepared by the Supervising Company on the progress made in the Project implementation in the form acceptable to the Bank, attaching to that report the necessary confirmatory documents in electronic form. 6.2.15. By the 20th (twentieth) day of the second month of each quarter next following the accounting quarter, submit to the Bank reports prepared by the Legal Advisor on the progress made in the implementation of the Action Plan for the formation of the Borrower in the form acceptable to the Bank, attaching to that report the necessary confirmatory documents. 6.2.16. To provide to the Bank, through its authorized representatives and the Supervising Company, with an opportunity to carry out technical and financial supervision over the Project implementation, and with access to the primary accounting documents and accounting records of the Borrower, as well as to any other documents issued to the Borrower by third persons in connection with the Project implementation, provided the authorized representatives of the Bank and the Supervising Company agree in writing not to disclose any information of confidential nature or any trade secrets or any information of restricted use protected by third persons’ rights or by agreements concluded by the Borrower with third persons. The Borrower shall provide an opportunity to carry out inspections at the construction site subject to receipt of a written request at least 15 (fifteen) business days prior to the planned visit to the construction site or examination of the accounting records of the Borrower. 6.2.17. Within 30 (thirty) business days of the date of the execution of each pledge (subsequent pledge) agreement / each additional agreement amending a pledge (subsequent) agreement, insure all the pledged assets (with the exception of the land / forest land plots, lease rights to land / forest land plots, participatory shares in the authorized capital of the Borrower) with an insurance company approved by the Bank against the risk of loss (destruction) and damage for an amount which is not less than the hypothecation value of such assets. If the sum insured is increased as a result of an increase of the hypothecation value of the pledged assets, enter into the necessary additional agreements introducing the necessary amendments to the relevant insurance contract. 6.2.18. Within 20 (twenty) business days of the date of the execution of each insurance contract, submit to the Bank original insurance policies and a copy of the insurance contract together with documents evidencing payment of the insurance premiums thereunder. Upon expiry of the term of insurance cover, submit documents confirming renewal of the insurance cover together with documents evidencing payment of the insurance premium thereunder. Upon occurrence of an insured event, the Borrower shall be required to preliminarily agree with the Bank the procedures for the payment of the insurance compensation in line with the following general terms and conditions: • in the event of damage of a pledged asset: the insurance compensation shall be made to the Borrower, and the Borrower shall restore / replace the pledged asset within the period of time agreed upon with the Bank in writing; • if it is impossible to restore / replace the pledged asset: the insurance compensation shall be paid to the Bank; the Bank shall treat such insurance compensation as prepayment of the obligations owed by the Borrower to the Bank, provided that the Borrower does not owe any overdue debt to the Bank. The pledged asset shall be excluded from the list of pledged assets and an additional agreement to that effect shall be concluded so as to amend the relevant pledge agreement; 6.2.19. Insure, on an annual basis, with an insurance company acceptable to the Bank (with the submission to the Bank of copies of insurance policies and the documents evidencing payment of insurance premiums) the entire volume of construction works, all construction, assembly, excavation, capital and other works required for the construction of the Facilities, including building materials, constructions, installations and equipment, which is being assemled, and the costs of the clearance of the territory and removal of debris in accordance with the insurance program. 6.2.20. Upon registration of the transfer of lease rights to the forest land plots specified in Annex No. 1 to this Agreement from OJSHC Yakutugol to the Borrower, within 90 (ninety) calendar days of the date of the state registration of the lease rights to the pledged assets under Pledge No. 2, submit to the Bank the following documents pertaining to the pledged assets under Pledge No. 2: • an original extract from the Unified State Register of Rights to Immovable Property and Transactions therewith (EGRP) confirming that such assets are not encumbered, which extract must be issued not earlier than 1 (one) calendar month prior to its submission to the Bank; • an original cadastral passport issued not earlier than 6 (six) months prior to its submission to the Bank; • an original or a notarized copy of the land plot lease agreement and the consent of the owner to the transfer of the pledge over the lease rights to the forest land plot to the Bank or a notice served on the owner of the transfer of the pledge over the lease rights to the Bank (if required by the current legislation of the Russian Federation). 6.2.21. Within 90 (ninety) calendar days of the date of the state registration of the ownership right / lease rights to the pledged assets under Pledge No. 3, submi

Additional Obligations of the Borrower. 6.1. The Borrower shall submit to the Bank: 6.1.1. a copy of its accounting statements (together with evidence of their acceptance by the territorial tax inspectorate) within 10 (ten) business days of the deadline established for the submission of the relevant accounting statements to the tax inspectorate, and a copy of its interim accounting statements, in accordance with the following time schedule: • accounting statements for the 1st quarter (for a period from January 1 to March 31) – by May 15 of each year; • accounting statements for the 1st half year (for a period from January 1 to June 30) – by August 15 of each year; • accounting statements for the first 9 months of the year (for a period from January 1 to September 30) – by November 15 of each year. Other financial and statistical statements shall be submitted within 15 (fifteen) business days of the date of receipt by the Borrower of the Bank’s request by fax (the receipt of which must be automatically confirmed by the fax machine) and at the address specified in Clause 10.5 of this Agreement. 6.1.2. Together with the submission of accounting statements in accordance with the time schedule contained in Clause 6.1.1 of Article 6 of this Agreement, the Borrower shall submit the following documents updated up to the accounting reference date and confirmed with the seal and signature of the authorized representative of the Borrower: • letters confirming that the Borrower has or does not have any loan indebtedness (including any overdue loan indebtedness); • accounting forms No. 1 and No. 2 with itemization of the following accounts: loan debts, accounts receivable and accounts payable (letters confirming existence / absence of any overdue debt, the date on which the debt arose and the estimated debt repayment date), main fixed assets, incomplete constructionconstruction in progress, investments, other meaningful (i.e. containing entries) lines of the statement of the financial results with itemization of the types of income / expenditure as on the most recent accounting date; • information on any attachment of the Borrower’s property, information on pledged/mortgaged property, information on security provided for third persons’ obligations; • a list of accounts opened by the Borrower at lending agencies other than the Bank; • bank account statements showing the credit balances, the account turnover for the most recent quarter, presence / absence of a backlog of unpaid payment orders; • certificates from the tax body confirming compliance by the Borrower with its obligations in respect of the payment of taxes, charges, penalties and fines. 6.1.3. By June 30 of each year during the effective term of this Agreement: submission of the auditor’s report, prepared by an auditing company acceptable to the Bank, on the results of the audit of the annual financial statements of the Borrower for the preceding year, prepared in accordance with the Russian accounting standards. 6.1.4. When opening accounts at other banks, within 60 (sixty) calendar days of the date of the receipt from the Bank of a notification of the selection of the Borrower’s accounts: copies of additional agreements amending the bank account agreements under which the Bank is granted the right to directly debit such accounts for amounts due from the Borrower under this Agreement, without any further authorization from the Borrower, on the basis of orders for collection or payment orders in accordance with established procedures, with a possibility of partial fulfillment of such orders in case the amount standing to the credit of the Borrower’s accounts does not suffice to cover the amount due. 6.1.5. upon occurrence of any of the following events which may render the Borrower incapable of fulfilling its obligations under the Agreement, immediately notify the Bank of such events, if the Borrower is aware or ought to be aware of them, and of the steps being taken by the Borrower for complying with all the terms and conditions of this Agreement notwithstanding the occurrence of such events: 1. a decision is made that may lead to liquidation, re-organization or change of the form of ownership of the Borrower; 2. an insolvency (bankruptcy) petition if filed against the Borrower and is accepted by an arbitration court for consideration. 6.2. The Borrower shall: 6.2.1. inform the Bank of all changes in its banking details, its name or address within 5 (five) business days of such changes taking effect, and shall provide the Bank, within 1 (one) calendar month of the service of the notice of such changes on the Bank, the documents formalizing such changes (a certificate of the registration of a legal entity, a certificate of the registration of changes made to constituent documents, a notarized amendment to the Charter, etc.); 6.2.2. not take any decisions to re-organize or liquidate the Borrower without prior approval by the Bank of the successor to the Borrower’s obligations to this Agreement, and not take any steps that may render the Borrower incapable of fulfilling its payment obligations under this Agreement; 6.2.3. During the effective term of this Agreement, make all payments under the agreements concluded within the framework of the Project, including transactions financed out of the proceeds of the Credit, using the accounts opened by the Borrower at the Bank or at other lending agencies agreed with the Bank. 6.2.4. Within 15 (fifteen) business days after the end of each quarter, submit to the authorized state body the documents required by law and fulfill all other actions required for obtaining a refund of VAT from the budgetary fund in respect of goods, works and services acquired during the period of the Project implementation. 6.2.5. Any funds received by way of VAT refunds in respect of goods, works and services acquired within the framework of the Project, with the exception of the funds received by way of VAT refunds in respect of the assets contributed to the authorized capital of the Borrower: • shall be transferred by the Borrower to its settlement account opened with the Bank; • until the completion of the construction of the Facilities, shall be used by the Borrower to finance the costs related to the Project implementation, which costs shall be subject to prior approval by the Bank; • after the completion of the construction of the Facilities, shall be used by the Borrower to repay and/or service the obligations owed by it to the Bank under Credit Lines No. 2 and No. 3. 6.2.6. By the 20th day of the first month in each quarter next following the accounting quarter, provide the Bank with an extract from account 19 “Value added tax on acquired assets” for the accounting quarter and from account 68 “Settlements in respect of the value added tax” (reference is made here to accounts of the chart of accounts). 6.2.7. Within 10 (ten) business days of the receipt of a VAT refund in respect of the capital expenditure incurred under the Project, notify the Bank in writing of the fact of the VAT refund, specifying the amount refunded. 6.2.8. To obtain prior approval from the Bank of any of the following actions: (1) amendment of the Charter in connection with a change of the amount of the authorized capital of the Borrower; (2) entering into any contracts entailing encumbrance, alienation or possible alienation of assets the value of which exceeds 1 (one) per cent. of the book value of the Borrower’s assets as determined based on the most recent accounting statements; (3) the terms for obtaining and repaying credits and loans, including debt financing through the issuance of securities, and the forms of security to be provided for such credits and loans; (4) provision of guarantees to secure obligations of third persons; (5) amendment of the terms and conditions of earlier obtained credits and loans (except for amendment of the terms and conditions of this Agreement); (6) making decisions on the establishment of new legal entities (subsidiaries); (7) making decisions entailing alienation, acquisition or potential alienation of shares or participatory shares in the authorized capitals of affiliated companies, including alienation in the form of a pledge; (8) transfer of the subsoil license. 6.2.9. Within 60 (sixty) calendar days of the date of the execution of this Agreement, amend the Charter of the Borrower to reflect the increase of the number of members of the Board of Directors of the Borrower to 5 members, ensure that two representatives of the Bank be appointed as members of the Board of Directors of the Borrower and serve in such capacity throughout the effective term of this Agreement, and provide copies of the minutes of the meetings of the Board of Directors or of the General Meeting of Participants containing resolutions on the appointment of at least two representatives of the Bank as members of the Borrower’s Board of Directors within 10 business days of the date on which the minutes of the General Meeting of Shareholders are signed by the chairperson of the General Meeting of Participants and the secretary of the General Meeting of Participants. 6.2.10. Within 15 (fifteen) calendar days of the date of the receipt of the relevant notices from the Bank, pay / reimburse the Bank for all documented costs (including those related to the payment of taxes) incurred by the Bank in connection with preparation and execution of and payments under the agreements with foreign banks concluded for the purpose of funding the Project. 6.2.11. Convert all funds paid under this Agreement into the accounts opened at the Bank using the exchange rates and other tariffs established by the Bank for the date of payment for its corporate clients. 6.2.12. During the effective term of this Agreement, fulfill the agreement concluded with the Supervising Company and pay all costs arising thereunder. Agree with the Bank all changes proposed to be made to the said agreement. If the said agreement is terminated with the consent of the Bank, enter, within 30 (thirty) business days after the date of such termination, into an agreement with another Supervising Company which was approved by the Bank in writing. 6.2.13. During the availability period established under this Agreement, Credit Lines No. 1 and No. 32, fulfill the agreement concluded with the Legal Advisor and pay all costs arising thereunder. Agree with the Bank any changes proposed to be made to the said agreement. If the said agreement is terminated with the consent of the Bank, enter, within 30 (thirty) business days after the date of such termination, into an agreement with another Legal Advisor which was approved by the Bank in writing. 6.2.14. By the 20th (twentieth) day of the second month of each quarter next following the accounting quarter, submit to the Bank reports prepared by the Supervising Company on the progress made in the Project implementation in the form acceptable to the Bank, attaching to that report the necessary confirmatory documents in electronic form. 6.2.15. By the 20th (twentieth) day of the second month of each quarter next following the accounting quarter, submit to the Bank reports prepared by the Legal Advisor on the progress made in the implementation of the Action Plan for the formation of the Borrower in the form acceptable to the Bank, attaching to that report the necessary confirmatory documents. 6.2.16. To provide to the Bank, through its authorized representatives and the Supervising Company, with an opportunity to carry out technical and financial supervision over the Project implementation, and with access to the primary accounting documents and accounting records of the Borrower, as well as to any other documents issued to the Borrower by third persons in connection with the Project implementation, provided the authorized representatives of the Bank and the Supervising Company agree in writing not to disclose any information of confidential nature or any trade secrets or any information of restricted use protected by third persons’ rights or by agreements concluded by the Borrower with third persons. The Borrower shall provide an opportunity to carry out inspections at the construction site subject to receipt of a written request at least 15 (fifteen) business days prior to the planned visit to the construction site or examination of the accounting records of the Borrower. 6.2.17. Within 30 (thirty) business days of the date of the execution of each pledge (subsequent pledge) agreement / each additional agreement amending a pledge (subsequent) agreement, insure all the pledged assets (with the exception of the land / forest land plots, lease rights to land / forest land plots, participatory shares in the authorized capital of the Borrower) with an insurance company approved by the Bank against the risk of loss (destruction) and damage for an amount which is not less than the hypothecation value of such assets. If the sum insured is increased as a result of an increase of the hypothecation value of the pledged assets, enter into the necessary additional agreements introducing the necessary amendments to the relevant insurance contract. 6.2.18. Within 20 (twenty) business days of the date of the execution of each insurance contract, submit to the Bank original insurance policies and a copy of the insurance contract together with documents evidencing payment of the insurance premiums thereunder. Upon expiry of the term of insurance cover, submit documents confirming renewal of the insurance cover together with documents evidencing payment of the insurance premium thereunder. Upon occurrence of an insured event, the Borrower shall be required to preliminarily agree with the Bank the procedures for the payment of the insurance compensation in line with the following general terms and conditions: • in the event of damage of a pledged asset: the insurance compensation shall be made to the Borrower, and the Borrower shall restore / replace the pledged asset within the period of time agreed upon with the Bank in writing; • if it is impossible to restore / replace the pledged asset: the insurance compensation shall be paid to the Bank; the Bank shall treat such insurance compensation as prepayment of the obligations owed by the Borrower to the Bank, provided that the Borrower does not owe any overdue debt to the Bank. The pledged asset shall be excluded from the list of pledged assets and an additional agreement to that effect shall be concluded so as to amend the relevant pledge agreement; 6.2.19. Insure, on an annual basis, with an insurance company acceptable to the Bank (with the submission to the Bank of copies of insurance policies and the documents evidencing payment of insurance premiums) the entire volume of construction works, all construction, assembly, excavation, capital and other works required for the construction of the Facilities, including building materials, constructions, installations and equipment, which is being assemledassembled, and the costs of the clearance of the territory and removal of debris in accordance with the insurance program. 6.2.20. Upon registration of the transfer of lease rights to the forest land plots specified in Annex No. 1 to this Agreement from OJSHC Yakutugol to the Borrower, within 90 (ninety) calendar days of the date of the state registration of the lease rights to the pledged assets under Pledge No. 2, submit to the Bank the following documents pertaining to the pledged assets under Pledge No. 2: • an original extract from the Unified State Register of Rights to Immovable Property and Transactions therewith (EGRP) confirming that such assets are not encumbered, which extract must be issued not earlier than 1 (one) calendar month prior to its submission to the Bank; • an original cadastral passport issued not earlier than 6 (six) months prior to its submission to the Bank; • an original or a notarized copy of the land plot lease agreement and the consent of the owner to the transfer of the pledge over the lease rights to the forest land plot to the Bank or a notice served on the owner of the transfer of the pledge over the lease rights to the Bank (if required by the current legislation of the Russian Federation). 6.2.21. Within 90 (ninety) calendar days of the date of the state registration of the ownership right / lease rights to the pledged assets under Pledge No. 3, submiPledge