SUPPLEMENT AND ALL APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION,
SUBJECT TO THE RIGHT OF HVF II, PRIOR TO ANY TRANSFER PURSUANT TO CLAUSE (C), TO
REQUIRE THE DELIVERY TO IT OF A PURCHASER'S LETTER IN THE FORM OF EXHIBIT E TO
THE SERIES 2013-A SUPPLEMENT CERTIFYING, AMONG OTHER THINGS, THAT SUCH PURCHASER
IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT AND SUBJECT TO THE RIGHT OF HVF II,
PRIOR TO ANY TRANSFER PURSUANT TO CLAUSE (D), TO
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REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO IT.
The required legends set forth above shall not be removed from the Series 2013-A
Notes except as provided herein.
The Series 2013-A Notes may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such
Series 2013-A Notes, as evidenced by their execution of the Series 2013-A
Notes.
The Series 2013-A Notes may be produced in any manner, all as determined
by the officers executing such Series 2013-A Notes, as evidenced by their
execution of such Series 2013-A Notes.
ARTICLE IX
TRANSFERS, REPLACEMENTS AND ASSIGNMENTS
Section 9.1.
Transfer of Series 2013-A Notes.
(a)
Other than in accordance with this Article IX, the Series 2013-A
Notes will not be permitted to be transferred, assigned, exchanged or otherwise
pledged or conveyed by the Series 2013-A Noteholders.
(b)
Subject to the terms and restrictions set forth in the Group I
Indenture and this Series 2013-A Supplement (including, without limitation,
Section 9.3), the holder of any Series 2013-A Note may transfer the same in
whole or in part, in an amount equivalent to an authorized denomination, by
surrendering such Series 2013-A Note at the office maintained by the Registrar
for such purpose pursuant to Section 2.5 of the Base Indenture, with the form of
transfer endorsed on it duly completed and executed by, or accompanied by a
written instrument of transfer in form satisfactory to HVF II and the Registrar
by, the holder thereof and accompanied by a certificate substantially in the
form of Exhibit E hereto; provided, that if the holder of any Series 2013-A Note
transfers, in whole or in part, its interest in any Series 2013-A Note pursuant
to (i) an Assignment and Assumption Agreement substantially in the form of
Exhibit G hereto or (ii) an Investor Group Supplement substantially in the form
of Exhibit H hereto, then such Series 2013-A Noteholder will not be required to
submit a certificate substantially in the form of Exhibit E hereto upon transfer
of its interest in such Series 2013-A Note; provided further that,
notwithstanding anything to the contrary contained in this Series 2013-A
Supplement, no Series 2013-A Note shall be transferrable to any Disqualified
Party without the prior written consent