Common use of Transfer Through Restricted Definitive Security Clause in Contracts

Transfer Through Restricted Definitive Security. If the holder of a beneficial interest in a Regulation S Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a Restricted Definitive Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 5(d)(iii), provided, however, that in no event shall the Regulation S Temporary Global Securities be exchanged by the Issuer for Restricted Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Transfer Agent of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Act. Upon receipt by the U.S. Depository of the instructions and certificate set forth below, the U.S. Depository shall promptly forward the same to the Transfer Agent at the Corporate Trust Office. Upon receipt by the Transfer Agent from the U.S. Depository at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the U.S. Depository to cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to that of the beneficial interest in the Global Security to be so transferred and (2) a certificate substantially in the form set forth in or contemplated by Exhibit C given by the transferor of such beneficial interest, the Transfer Agent shall (A) reduce the principal amount of the Regulation S Global Security by an amount equal to the principal amount of the beneficial interest in the Regulation S Global Security to be so transferred, as evidenced by appropriate endorsement on Schedule A of the Regulation S Global Security and (B) cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to the amount by which the principal amount of the Regulation S Global Security was reduced upon such transfer.

Transfer Through Restricted Definitive Security. If the holder of a beneficial interest in a Regulation S Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a Restricted Definitive Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 5(d)(iii5(e)(ii), provided, however, that in no event shall the Regulation S Temporary Global Securities be exchanged by the Issuer for Restricted Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Transfer Agent of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Act. Upon receipt by the U.S. Depository of the instructions and certificate set forth below, the U.S. Depository shall promptly forward the same to the Transfer Agent at the Corporate Trust Office. Upon receipt by the Transfer Agent from the U.S. Depository at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the U.S. Depository to cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred and (2) a certificate substantially in the form set forth in or contemplated by Exhibit C F given by the transferor of such beneficial interest, the Transfer Agent shall (A) reduce the principal amount of the Regulation S Rule 144A Global Security by an amount equal to the principal amount of the beneficial interest in the Regulation S Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsement on Schedule A of the Regulation S Rule 144A Global Security and (B) cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to the amount by which the principal amount of the Regulation S Rule 144A Global Security was reduced upon such transfertransfer and (B) instruct the U.S. Depository to make a corresponding reduction to the transferor’s beneficial interest in the Rule 144A Global Security.

Transfer Through Restricted Definitive Security. If the holder of a beneficial interest in a Regulation S Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a Restricted Definitive Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 5(d)(iii), provided, however, that in no event shall the Regulation S Temporary Global Securities be exchanged by the Issuer for Restricted Definitive Securities prior to (x) the expiration of the Restricted Distribution Compliance Period and (y) the receipt by the Transfer Agent of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Act. Upon receipt by the U.S. Depository of the instructions and certificate set forth below, the U.S. Depository shall promptly forward the same to the Transfer Agent at the Corporate Trust Office. Upon receipt by the Transfer Agent from the U.S. Depository at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the U.S. Depository to cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to that of the beneficial interest in the Global Security to be so transferred and (2) a certificate substantially in the form set forth in or contemplated by Exhibit C given by the transferor of such beneficial interestinterest and, if the transferee is an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), a certificate substantially in the form set forth in or contemplated by Exhibit I given by such transferee, the Transfer Agent shall (A) reduce the principal amount of the Regulation S Global Security by an amount equal to the principal amount of the beneficial interest in the Regulation S Global Security to be so transferred, as evidenced by appropriate endorsement on Schedule A of the Regulation S Global Security and (B) cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to the amount by which the principal amount of the Regulation S Global Security was reduced upon such transfer.

Transfer Through Restricted Definitive Security. If the holder of a beneficial interest in a Regulation S Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a Restricted Definitive Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 5(d)(iii5(e)(ii), provided, however, that in no event shall the Regulation S Temporary Global Securities be exchanged by the Issuer for Restricted Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Transfer Agent of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Act. Upon receipt by the U.S. Depository of the instructions and certificate set forth below, the U.S. Depository shall promptly forward the same to the Transfer Agent at the Corporate Trust Office. Upon receipt by the Transfer Agent from the U.S. Depository at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the U.S. Depository to cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred and (2) a certificate substantially in the form set forth in or contemplated by Exhibit C F given by the transferor of such beneficial interest, the Transfer Agent shall (A) reduce the principal amount of the Regulation S Rule 144A Global Security by an amount equal to the principal amount of the beneficial interest in the Regulation S Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsement on Schedule A of the Regulation S Rule 144A Global Security and (B) cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to the amount by which the principal amount of the Regulation S Rule 144A Global Security was reduced upon such transfertransfer and (B) instruct the U.S. Depository to make a corresponding reduction to the transferor's beneficial interest in the Rule 144A Global Security.

Transfer Through Restricted Definitive Security. If the holder of a beneficial interest in a Regulation S Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a Restricted Definitive Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 5(d)(iii307(d)(iii), provided, however, that in no event shall the Regulation S Temporary Global Securities be exchanged by the Issuer for Restricted Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Transfer Agent of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Act. Upon receipt by the U.S. Depository Depositary of the instructions and certificate set forth below, the U.S. Depository Depositary shall promptly forward the same to the Transfer Agent Security Exchange Agent/Registrar at the Corporate Trust Office. Upon receipt by the Transfer Agent Security Exchange Agent/Registrar from the U.S. Depository Depositary at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member a Participant directing the U.S. Depository Depositary to cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to that of the beneficial interest in the Global Security to be so transferred and (2) a certificate substantially in the form set forth in or contemplated by Exhibit C Section 313(e) given by the transferor of such beneficial interest, the Transfer Agent Security Exchange Agent/Registrar, shall (A) reduce the principal amount of the Regulation S Global Security by an amount equal to the principal amount of the beneficial interest in the Regulation S Global Security to be so transferred, as evidenced by appropriate endorsement on Schedule A of the Regulation S Global Security and (B) cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to the amount by which the principal amount of the Regulation S Global Security was reduced upon such transfer.

Transfer Through Restricted Definitive Security. If the holder of a beneficial interest in a Regulation S Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a Restricted Definitive Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 5(d)(iii5(e)(ii), provided, however, that in no event shall the Regulation S Temporary Global Securities be exchanged by the Issuer for Restricted Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Transfer Agent of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Act. Upon receipt by the U.S. Depository of the instructions and certificate set forth below, the U.S. Depository shall promptly forward the same to the Transfer Agent at the Corporate Trust Office. Upon receipt by the Transfer Agent from the U.S. Depository at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the U.S. Depository to cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred and (2) a certificate substantially in the form set forth in or contemplated by Exhibit C F given by the transferor of such beneficial interestinterest and, if the transferee is an institutional “accredited 13 investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), a certificate substantially in the form set forth in or contemplated by Exhibit I given by such transferee, the Transfer Agent shall (A) reduce the principal amount of the Regulation S Rule 144A Global Security by an amount equal to the principal amount of the beneficial interest in the Regulation S Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsement on Schedule A of the Regulation S Rule 144A Global Security and (B) cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to the amount by which the principal amount of the Regulation S Rule 144A Global Security was reduced upon such transfertransfer and (B) instruct the U.S. Depository to make a corresponding reduction to the transferor’s beneficial interest in the Rule 144A Global Security.

Transfer Through Restricted Definitive Security. If the holder of a beneficial interest in a Regulation S Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a Restricted Definitive Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 5(d)(iii307(e)(iii), provided, however, that in no event shall the Regulation S Temporary Global Securities be exchanged by the Issuer for Restricted Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Transfer Agent of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Act. Upon receipt by the U.S. Depository Depositary of the instructions and certificate set forth below, the U.S. Depository Depositary shall promptly forward the same to the Transfer Agent Security Exchange Agent/Registrar at the Corporate Trust Office. Upon receipt by the Transfer Agent Security Exchange Agent/Registrar from the U.S. Depository Depositary at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member a Participant directing the U.S. Depository Depositary to cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred and (2) a certificate substantially in the form set forth in or contemplated by Exhibit C Section 313(f) given by the transferor of such beneficial interest, the Transfer Agent Security Exchange Agent/Registrar, shall (A) reduce the principal amount of the Regulation S Rule 144A Global Security by an amount equal to the principal amount of the beneficial interest in the Regulation S Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsement on Schedule A of the Regulation S Rule 144A Global Security and (B) cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to the amount by which the principal amount of the Regulation S Rule 144A Global Security was reduced upon such transfertransfer and (B) instruct the Depositary, which shall instruct DTC to make a corresponding reduction to the transferor's beneficial interest in the Rule 144A Global Security.

Transfer Through Restricted Definitive Security. If the holder of a beneficial interest in a Regulation S Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a Restricted Definitive Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 5(d)(iii3.07(d)(iii), provided, however, provided that in no event shall the Regulation S Temporary Global Securities be exchanged by the Issuer Company for Restricted Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Transfer Agent Security Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. Upon receipt by the U.S. Depository Depositary of the instructions and certificate set forth below, the U.S. Depository Depositary shall promptly forward the same to the Transfer Agent Security Exchange Agent/Registrar at the Corporate Trust Office. Upon receipt by the Transfer Agent Security Exchange Agent/Registrar from the U.S. Depository Depositary at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member a Participant directing the U.S. Depository Depositary to cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to that of the beneficial interest in the Global Security to be so transferred and (2) a certificate substantially in the form set forth in or contemplated by Exhibit C Section 3.13(f) given by the transferor of such beneficial interest, the Transfer Agent Security Exchange Agent/Registrar shall (A) reduce the principal amount of the Regulation S Global Security by an amount equal to the principal amount of the beneficial interest in the Regulation S Global Security to be so transferred, as evidenced by appropriate endorsement on Schedule A of the Regulation S Global Security and (B) cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to the amount by which the principal amount of the Regulation S Global Security was reduced upon such transfer.

Transfer Through Restricted Definitive Security. If the holder of a beneficial interest in a Regulation S Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a Restricted Definitive Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 5(d)(iii5(e)(ii), provided, however, that in no event shall the Regulation S Temporary Global Securities be exchanged by the Issuer for Restricted Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Transfer Agent of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Act. Upon receipt by the U.S. Depository of the instructions and certificate set forth below, the U.S. Depository shall promptly forward the same to the Transfer Agent at the Corporate Trust Office. Upon receipt by the Transfer Agent from the U.S. Depository at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the U.S. Depository to cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred and (2) a certificate substantially in the form set forth in or contemplated by Exhibit C F given by the transferor of such beneficial interestinterest and, if the transferee is an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), a certificate substantially in the form set forth in or contemplated by Exhibit I given by such transferee, the Transfer Agent shall (A) reduce the principal amount of the Regulation S Rule 144A Global Security by an amount equal to the principal amount of the beneficial interest in the Regulation S Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsement on Schedule A of the Regulation S Rule 144A Global Security and (B) cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to the amount by which the principal amount of the Regulation S Rule 144A Global Security was reduced upon such transfer.transfer and (B) instruct the U.S. Depository to make a corresponding reduction to the transferor’s beneficial interest in the Rule 144A Global Security. EXHIBIT 4.1

Transfer Through Restricted Definitive Security. If the holder of a beneficial interest in a Regulation S Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a Restricted Definitive Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 5(d)(iii), provided, however, that in no event shall the Regulation S Temporary Global Securities be exchanged by the Issuer for Restricted Definitive Securities prior to (x) the expiration of the Restricted Distribution Compliance Period and (y) the receipt by the Transfer Agent of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Act. Upon receipt by the U.S. Depository of the instructions and certificate set forth below, the U.S. Depository shall promptly forward the same to the Transfer Agent at the Corporate Trust Office. Upon receipt by the Transfer Agent from the U.S. Depository at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the U.S. Depository to cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to that of the beneficial interest in the Global Security to be so transferred and (2) a certificate substantially in the form set forth in or contemplated by Exhibit C given by the transferor of such beneficial interest, the Transfer Agent shall (A) reduce the principal amount of the Regulation S Global Security by an amount equal to the principal amount of the beneficial interest in the Regulation S Global Security to be so transferred, as evidenced by appropriate endorsement on Schedule A of the Regulation S Global Security and (B) cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to the amount by which the principal amount of the Regulation S Global Security was reduced upon such transfer.

Transfer Through Restricted Definitive Security. If the holder of a beneficial interest in a Regulation S Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a Restricted Definitive Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 5(d)(iii5(e)(ii), provided, however, that in no event shall the Regulation S Temporary Global Securities be exchanged by the Issuer for Restricted Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Transfer Agent of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Act. Upon receipt by the U.S. Depository of the instructions and certificate set forth below, the U.S. Depository shall promptly forward the same to the Transfer Agent at the Corporate Trust Office. Upon receipt by the Transfer Agent from the U.S. Depository at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the U.S. Depository to cause to be issued a Restricted Definitive Security to such Person in US-DOCS\147731181.5 a principal amount equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred and (2) a certificate substantially in the form set forth in or contemplated by Exhibit C F given by the transferor of such beneficial interestinterest and, if the transferee is an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), a certificate substantially in the form set forth in or contemplated by Exhibit I given by such transferee, the Transfer Agent shall (A) reduce the principal amount of the Regulation S Rule 144A Global Security by an amount equal to the principal amount of the beneficial interest in the Regulation S Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsement on Schedule A of the Regulation S Rule 144A Global Security and (B) cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to the amount by which the principal amount of the Regulation S Rule 144A Global Security was reduced upon such transfertransfer and (B) instruct the U.S. Depository to make a corresponding reduction to the transferor’s beneficial interest in the Rule 144A Global Security.

Transfer Through Restricted Definitive Security. If the holder of a beneficial interest in a Regulation S Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a Restricted Definitive Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 5(d)(iii5(e)(ii), provided, however, that in no event shall the Regulation S Temporary Global Securities be exchanged by the Issuer for Restricted Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Transfer Agent of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Act. Upon receipt by the U.S. Depository of the instructions and certificate set forth below, the U.S. Depository shall promptly forward the same to the Transfer Agent at the Corporate Trust Office. Upon receipt by the Transfer Agent from the U.S. Depository at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the U.S. Depository to cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred and (2) a certificate substantially in the form set forth in or contemplated by Exhibit C F given by the transferor of such beneficial interestinterest and, if the transferee is an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), a certificate substantially in the form set forth in or contemplated by Exhibit I given by such transferee, the Transfer Agent shall (A) reduce the principal amount of the Regulation S Rule 144A Global Security by an amount equal to the principal amount of the beneficial interest in the Regulation S Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsement on Schedule A of the Regulation S Rule 144A Global Security and (B) cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to the amount by which the principal amount of the Regulation S Rule 144A Global Security was reduced upon such transfertransfer and (B) instruct the U.S. Depository to make a corresponding reduction to the transferor's beneficial interest in the Rule 144A Global Security.

Transfer Through Restricted Definitive Security. If the holder of a beneficial interest in a Regulation S Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a Restricted Definitive Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 5(d)(iii307(e)(iii), provided, however, that in no event shall the Regulation S Temporary Global Securities be exchanged by the Issuer for Restricted Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Transfer Agent of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Act. Upon receipt by the U.S. Depository Depositary of the instructions and certificate set forth below, the U.S. Depository Depositary shall promptly forward the same to the Transfer Agent Security Exchange Agent/Registrar at the Corporate Trust Office. Upon receipt by the Transfer Agent Security Exchange Agent/Registrar from the U.S. Depository Depositary at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member a Participant directing the U.S. Depository Depositary to cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred and (2) a certificate substantially in the form set forth in or contemplated by Exhibit C Section 313(f) given by the transferor of such beneficial interest, the Transfer Agent Security Exchange Agent/Registrar, shall (A) reduce the principal amount of the Regulation S Rule 144A Global Security by an amount equal to the principal amount of the beneficial interest in the Regulation S Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsement on Schedule A of the Regulation S Rule 144A Global Security and (B) cause to be issued a Restricted Definitive Security Se- curity to such Person in a principal amount equal to the amount by which the principal amount of the Regulation S Rule 144A Global Security was reduced upon such transfertransfer and (B) instruct the Depositary, which shall instruct DTC to make a corresponding reduction to the transferor's beneficial interest in the Rule 144A Global Security.

Transfer Through Restricted Definitive Security. If the holder of a beneficial interest in a Regulation S Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a Restricted Definitive Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 5(d)(iii), provided, however, that in no event shall the Regulation S Temporary Global Securities be exchanged by the Issuer for Restricted Definitive Securities prior to (x) the expiration of the Restricted Distribution Compliance Period and (y) the receipt by the Transfer Agent of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Act. Upon receipt by the U.S. Depository of the instructions and certificate set forth below, the U.S. Depository shall promptly forward the same to the Transfer Agent at the Corporate Trust Office. Upon receipt by the Transfer Agent from the U.S. Depository at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the U.S. Depository to cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to that of the beneficial interest in the Global Security to be so transferred and (2) a certificate substantially in the form set forth in or contemplated by Exhibit C given by the transferor of such beneficial interestinterest and, if the transferee is an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act), a certificate substantially in the form set forth in or contemplated by Exhibit I given by such transferee, the Transfer Agent shall (A) reduce the principal amount of the Regulation S Global Security by an amount equal to the principal amount of the beneficial interest in the Regulation S Global Security to be so transferred, as evidenced by appropriate endorsement on Schedule A of the Regulation S Global Security and (B) cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to the amount by which the principal amount of the Regulation S Global Security was reduced upon such transfer.. EXHIBIT 4.1

Transfer Through Restricted Definitive Security. If the holder of a beneficial interest in a Regulation S Rule 144A Global Security wishes at any time to transfer such interest to a Person who wishes to take delivery thereof in the form of a Restricted Definitive Security, such transfer may be effected, subject to the Applicable Procedures, only in accordance with this Section 5(d)(iii3.07(e)(iii), provided, however, that in no event shall the Regulation S Temporary Global Securities be exchanged by the Issuer for Restricted Definitive Securities prior to (x) the expiration of the Restricted Period and (y) the receipt by the Transfer Agent of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Act. Upon receipt by the U.S. Depository Depositary of the instructions and certificate set forth below, the U.S. Depository Depositary shall promptly forward the same to the Transfer Agent Security Exchange Agent/Registrar at the Corporate Trust Office. Upon receipt by the Transfer Agent Security Exchange Agent/Registrar from the U.S. Depository Depositary at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member a Participant directing the U.S. Depository Depositary to cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to that of the beneficial interest in the Rule 144A Global Security to be so transferred and (2) a certificate substantially in the form set forth in or contemplated by Exhibit C Section 3.13(g) given by the transferor of such beneficial interest, the Transfer Agent Security Exchange Agent/Registrar shall (A) reduce the principal amount of the Regulation S Rule 144A Global Security by an amount equal to the principal amount of the beneficial interest in the Regulation S Rule 144A Global Security to be so transferred, as evidenced by appropriate endorsement on Schedule A of the Regulation S Rule 144A Global Security and (B) cause to be issued a Restricted Definitive Security to such Person in a principal amount equal to the amount by which the principal amount of the Regulation S Rule 144A Global Security was reduced upon such transfertransfer and (B) instruct the Depositary, which shall instruct DTC, to make a corresponding reduction to the transferor's beneficial interest in the Rule 144A Global Security.