Common use of Exercise of Change of Control Put Option Clause in Contracts

Exercise of Change of Control Put Option. Each Paying Agent shall make available to Noteholders during the Change of Control Put Period (as defined in Condition 6) forms of Change of Control Put Option Notice in the form set out in Schedule 3 upon request during usual business hours at its Specified Office. Each Noteholder wishing to exercise such right of redemption pursuant to Condition 6(D) must submit a duly completed Change of Control Put Option Notice to the Specified Office of the relevant Paying Agent. On the Business Day following the end of the Change of Control Put Period, each Paying Agent who has received duly completed Change of Control Put Option Notices (which may, where the Notes are represented by a Global Certificate and such Global Certificate is held on behalf of Euroclear and/or Clearstream, Luxembourg, be exercised by an accountholder (shown in the records of Euroclear and/or Clearstream, Luxembourg as the Noteholder) by giving notice to a Paying Agent in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg of the principal amount of the Notes in respect of which such Change of Control Put Option is to be exercised) and, in the case of a Change of Control Put Option Notice relating to Definitive Certificates, such Definitive Certificates (in accordance with Condition 6) shall notify the Issuer, RZD and the Trustee in writing thereof indicating the certificate or serial numbers (if any) of the Notes to be redeemed and the aggregate principal amount of such Notes in respect of which the Change of Control Put Option is exercised. Any such Paying Agent with which a Definitive Certificate is deposited shall provide such depositing Noteholder with a non-transferable receipt (a “Change of Control Put Option Receipt”) substantially in the form set out in Schedule 4 and shall hold such Definitive Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the relevant Change of Control Put Settlement Date, when it shall present such Definitive Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 9 and pay such amounts in accordance with the directions of the Noteholder contained in the Change of Control Put Option Notice; provided, however, that if, prior to the Change of Control Put Settlement Date, such Definitive Certificate becomes immediately due and payable or upon due presentation of such Definitive Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Change of Control Put Option Receipt. For so long as any outstanding Definitive Certificate is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Certificate, and not the relevant Paying Agent, shall remain the beneficial owner of such Definitive Certificate for all purposes. Any Paying Agent which receives a Change of Control Put Option Notice in respect of Notes represented by the Global Certificate shall make payment of the relevant redemption moneys and interest accrued to the Change of Control Put Settlement Date in accordance with the Conditions, this Clause 9 and the terms of the Global Certificate.

Exercise of Change of Control Put Option. Each The Principal Paying Agent shall make available to Noteholders during the Change of Control Put Period (as defined in Condition 6) forms will keep a stock of Change of Control Put Option Notice in the form set out in Schedule 3 upon request during usual business hours at its Specified Office. Each Noteholder wishing to exercise such right of redemption pursuant to Condition 6(D) must submit a duly completed Change of Control Put Option Notice to the Specified Office of the relevant Paying Agent. On the Business Day following the end of the Change of Control Put Period, each Paying Agent who has received duly completed Change of Control Put Option Notices (which may, where the Notes are represented by a Global Certificate and such Global Certificate is held on behalf of Euroclear and/or Clearstream, Luxembourg, be exercised by an accountholder (shown in the records of Euroclear and/or Clearstream, Luxembourg as the Noteholder) by giving notice to a Paying Agent in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg of the principal amount of the Notes in respect of which such Change of Control Put Option is to be exercised) and, in the case of a Change of Control Put Option Notice relating to Definitive Certificates, such Definitive Certificates (in accordance with Condition 6) shall notify the Issuer, RZD and the Trustee in writing thereof indicating the certificate or serial numbers (if any) of the Notes to be redeemed and the aggregate principal amount of such Notes in respect of which the Change of Control Put Option is exercised. Any such Paying Agent with which a Definitive Certificate is deposited shall provide such depositing Noteholder with a non-transferable receipt (a “Change of Control Put Option Receipt”) substantially in the form set out in Schedule 4 hereto (the Change of Control Put Notice), and will make such notices available on demand to Holders of Notes, the Conditions of which provide for redemption at the option of Noteholders as specified in Condition 9(g) (Redemption at option of the Noteholders (Change of Control Put Event)). Upon receipt of any Note deposited in the exercise of such option in accordance with the Conditions, the Principal Paying Agent with which such Note is deposited shall hold such Definitive Certificate Note (together with any unmatured Coupons and Talons relating to it deposited with it) on behalf of the depositing Noteholder Relevant Issuer (but shall not, save as provided below or in the Conditionsbelow, release it) until the due date for redemption of the relevant Change Note consequent upon the exercise of Control Put Settlement Datesuch option, when when, subject as provided below, it shall present such Definitive Certificate Note (and any such Coupons and Talons) to itself for payment of the redemption moneys therefor and amount due thereon together with any interest (if any) accrued to due on such date in accordance with the Conditions and Clause 9 and shall pay such amounts monies in accordance with the directions of the Noteholder contained in the relevant Change of Control Put Option Notice; provided, however, that if, prior to . The Principal Paying Agent shall not accept the deposit of any Note without a duly completed relevant Change of Control Put Settlement DateNotice or which does not have attached to it or deposited with it all unmatured Coupons appertaining thereto unless an amount in the currency of the Note equal to the face value of all the missing unmatured Coupons is paid to the Principal Paying Agent at the time of deposit. Any amounts paid shall be submitted to the Principal Paying Agent who shall hold such amounts as if paid to it by the Issuer on the terms of this Agreement. If, prior to such due date for its redemption, such Definitive Certificate Note becomes immediately due and payable or if upon due presentation of such Definitive Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Principal Paying Agent concerned shall mail notification thereof post such Note (together with any such Coupons and Talons) (by uninsured post to, and at the risk of, the relevant Noteholder unless the Noteholder has otherwise requested and paid the costs of such insurance to the Principal Paying Agent at the time of depositing Noteholder at the Notes) to such address as may have been given by such the Noteholder in the relevant Change of Control Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Change of Control Put Option Receipt. For so long as any outstanding Definitive Certificate is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Certificate, and not the relevant Paying Agent, shall remain the beneficial owner of such Definitive Certificate for all purposes. Any Paying Agent which receives a Change of Control Put Option Notice in respect of Notes represented by the Global Certificate shall make payment of the relevant redemption moneys and interest accrued to the Change of Control Put Settlement Date in accordance with the Conditions, this Clause 9 and the terms of the Global CertificateNotice.

Exercise of Change of Control Put Option. Each Paying Agent shall make available to Noteholders during the period specified in Condition 9(g) (Redemption at the option of Noteholders upon a Change of Control Put Period (as defined in Condition 6Event) forms for the deposit of Change of Control Put Option Notices forms of a Change of Control Put Notice in the form set out in Schedule 3 upon request during usual business hours at its Specified Office. Each Noteholder wishing to exercise such right Upon receipt by a Paying Agent of redemption pursuant to Condition 6(D) must submit a duly completed Change of Control Put Option Notice to the Specified Office of the relevant Paying Agent. On the Business Day following the end of the Change of Control Put Period, each Paying Agent who has received duly completed Change of Control Put Option Notices (which may, where the Notes are represented by a Global Certificate and such Global Certificate is held on behalf of Euroclear and/or Clearstream, Luxembourg, be exercised by an accountholder (shown in the records of Euroclear and/or Clearstream, Luxembourg as the Noteholder) by giving notice to a Paying Agent in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg of the principal amount of the Notes in respect of which such Change of Control Put Option is to be exercised) and, in the case of a Change of Control Put Option Notice relating to Definitive CertificatesNotes, such Definitive Certificates (Notes in accordance with Condition 69(g) (Redemption at the option of Noteholders upon a Change of Control Put Event), such Paying Agent shall notify the Issuer, RZD Issuer and (in the Trustee in writing case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) of the Notes to be redeemed and the aggregate principal amount of such the Notes in respect of which the Change of Control Put Option is exercised. Any such Paying Agent with which a Definitive Certificate Note is deposited shall provide such depositing Noteholder with deliver a non-transferable receipt (a “duly completed Change of Control Put Option Receipt”) substantially in Receipt to the form set out in Schedule 4 depositing Noteholder and shall hold such Definitive Certificate Note on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the relevant Change of Control Put Settlement Date, when it shall present such Definitive Certificate Note to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 9 7 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Change of Control Put Option Notice; provided, however, that if, prior to the Change of Control Put Settlement Date, such Definitive Certificate Note becomes immediately due and payable or upon due presentation of such Definitive Certificate Note payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Change of Control Put Option Receipt. For so long as any outstanding Definitive Certificate Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive CertificateNote, and not the relevant Paying Agent, shall remain be deemed to be the beneficial owner bearer of such Definitive Certificate Note for all purposes. Any Paying Agent which receives a Change of Control Put Option Notice in respect of Notes represented by the Permanent Global Certificate Note shall make payment of the relevant redemption moneys and interest accrued to the Change of Control Put Settlement Date in accordance with the Conditions, this Clause 9 7 (Payments to Noteholders) and the terms of the Permanent Global CertificateNote.

Exercise of Change of Control Put Option. Each Paying Agent shall make available to Noteholders Noteholders, during the period specified in Condition 5(c) (Redemption for Change of Control) for the deposit of Change of Control Put Period (as defined in Condition 6) Option Notices, forms of Change of Control Put Option Notice in the form set out in Schedule 3 upon request during usual business hours at its Specified Office. Each Noteholder wishing to exercise such right Upon receipt by a Paying Agent of redemption pursuant to Condition 6(D) must submit a duly completed Change of Control Put Option Notice to the Specified Office of the relevant Paying Agent. On the Business Day following the end of the Change of Control Put Period, each Paying Agent who has received duly completed Change of Control Put Option Notices (which may, where the Notes are represented by a Global Certificate and such Global Certificate is held on behalf of Euroclear and/or Clearstream, Luxembourg, be exercised by an accountholder (shown in the records of Euroclear and/or Clearstream, Luxembourg as the Noteholder) by giving notice to a Paying Agent in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg of the principal amount of the Notes in respect of which such Change of Control Put Option is to be exercised) and, in the case of a Change of Control Put Option Notice relating to Definitive CertificatesNotes evidenced by a Individual Note Certificate, such Definitive Certificates (Individual Note Certificate in accordance with Condition 65(c) (Redemption for Change of Control), such Paying Agent shall notify the Issuer, RZD Issuer and (in the Trustee in writing case of the Paying Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) of the Notes to be redeemed and the aggregate principal amount of such the Notes in respect of which the Change of Control Put Option is exercisedexercised and the serial number of the Note Certificate evidencing such Notes. Any such Paying Agent with which a Definitive an Individual Note Certificate is deposited shall provide such depositing Noteholder with deliver a non-transferable receipt (a “duly completed Change of Control Put Option Receipt”) substantially in Receipt to the form set out in Schedule 4 depositing Noteholder and shall hold such Definitive Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the relevant Change of Control Put Settlement Date, when it shall present such Definitive Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 9 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Change of Control Put Option Notice; provided, however, that if, prior to the such Change of Control Put Settlement Date, the Notes evidenced by such Definitive Individual Note Certificate becomes become immediately due and payable or upon due presentation of such Definitive Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof shall, without prejudice to the depositing exercise of the Change of Control Put Option, return such Note Certificate to the Noteholder by mailing such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Change of Control Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Change of Control Put Option Receipt. For so long as any outstanding Definitive Certificate is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Certificate, and not the relevant Paying Agent, shall remain the beneficial owner of such Definitive Certificate for all purposesNotice. Any Paying Agent which receives a Change of Control Put Option Notice in respect of Notes represented by the Global Note Certificate shall make payment of the relevant redemption moneys and interest accrued to the Change of Control Put Settlement Date in accordance with the Conditions, this Clause 9 8 (Payments to Noteholders) and the terms of the Global Note Certificate.