the form of definitive notes in fully
registered form without interest coupons, substantially in the form set forth in
Exhibit A
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hereto, and will be sold to the Series 2014-A Noteholders pursuant to and in
accordance with the terms hereof and shall be duly executed by HVF II and
authenticated by the Trustee in the manner set forth in Section 2.4 of the Group
I Supplement.
The Trustee shall, or shall cause the Registrar, to record all Advances and
Decreases such that the principal amount of the Series 2014-A Notes that are
outstanding accurately reflects all such Advances and Decreases.
(a)
Each Series 2014-A Note shall bear the following legend:
THIS SERIES 2014-A NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY STATE SECURITIES OR "BLUE
SKY" LAWS.
THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES FOR THE BENEFIT
OF HVF II THAT SUCH SERIES 2014-A NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND
NOT WITH A VIEW TO DISTRIBUTION AND TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
NOTE ONLY (A) TO HVF II, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED
INVESTOR WITHIN THE MEANING OF RULE 501(A)(1), (2), (3) OR (7) UNDER THE
SECURITIES ACT OR (D) PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH SUCH CASE, IN COMPLIANCE WITH
THE GROUP I INDENTURE, THE SERIES 2014-A 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 2014-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 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 2014-A
Notes except as provided herein.
The Series 2014-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
53
determined by the officers executing such Series 2014-A Notes, as evidenced by
their execution of the Series 2014-A Notes.
The Series 2014-A Notes may be
produced in any manner, all as determined by the officers executing such
Series 2014-A Notes, as evidenced by their execution of such Series 2014-A
Notes.
ARTICLE IX
TRANSFERS, REPLACEMENTS AND ASSIGNMENTS
Section 9.1.
Transfer of Series 2014-A Notes.
(a)
Other than in accordance with this Article IX, the Series 2014-A
Notes