Common use of Conduit Investors and Committed Note Purchasers Clause in Contracts

Conduit Investors and Committed Note Purchasers. Each of the Conduit Investors and each of the Committed Note Purchasers represents and warrants to HVF II and the Group II Administrator, as of the Series 2013-B Restatement Effective Date (or, with respect to each Conduit Investor and each Committed Note Purchaser that becomes a party hereto after the Series 2013-B Restatement Effective Date, as of the date such Person becomes a party hereto), that: a. it has had an opportunity to discuss HVF II’s and the Group II Administrator’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with HVF II and the Group II Administrator and their respective representatives; b. it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2013-B Notes; c. it purchased the Series 2013-B Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (b) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control; d. it understands that the Series 2013-B Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that HVF II is not required to register the Series 2013-B Notes, and that any transfer must comply with the provisions of the Group II Supplement and Article IX of the Series 2013-B Supplement; e. it understands that the Series 2013-B Notes will bear the legend set out in the form of Series 2013-B Notes attached as Exhibit A hereto and be subject to the restrictions on transfer described in such legend and in Section 9.1; f. it will comply with all applicable federal and state securities laws in connection with any subsequent resale of the Series 2013-B Notes; g. it understands that the Series 2013-B Notes may be offered, resold, pledged or otherwise transferred only in accordance with Section 9.3 and only: i. to HVF II, ii. in a transaction meeting the requirements of Rule 144A under the Securities Act,

Conduit Investors and Committed Note Purchasers. Each of the Conduit Investors and each of the Committed Note Purchasers represents and warrants to HVF II the Issuer and the Group II Issuer Administrator, as of the Series 2013-B Restatement Effective Closing Date (or, with respect to each Conduit Investor and each Committed Note Purchaser that becomes a party hereto after the Series 2013-B Restatement Effective Closing Date, as of the date such Person becomes a party hereto), that: a. (a) it has had an opportunity to discuss HVF IIthe Issuer’s and the Group II Issuer Administrator’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with HVF II the Issuer and the Group II Issuer Administrator and their respective representatives; b. (b) it understands that the Issuer Notes will be subject to the restrictions on transfer described in Annex 4 (Selling Restrictions); (c) it will comply with all applicable securities laws in connection with any subsequent resale of the Issuer Notes; (d) it is a Qualifying Noteholder; (e) it is a “qualified purchaser” within the meaning of the Investment Company Act; and (f) it is either (i) not a “U.S. Person” (as defined in Regulation S) or (ii) a “U.S. Person” (as defined in Regulation S) or a U.S. resident (as determined for purposes of the Investment Company Act) and in respect of (ii), (A) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2013-B Issuer Notes; c. , or (B) it purchased is purchasing the Series 2013-B Issuer Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (bf)(ii)(A) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control; d. it understands that the Series 2013-B Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that HVF II is not required to register the Series 2013-B Notes, and that any transfer must comply with the provisions of the Group II Supplement and Article IX of the Series 2013-B Supplement; e. it understands that the Series 2013-B Notes will bear the legend set out in the form of Series 2013-B Notes attached as Exhibit A hereto and be subject to the restrictions on transfer described in such legend and in Section 9.1; f. it will comply with all applicable federal and state securities laws in connection with any subsequent resale of the Series 2013-B Notes; g. it understands that the Series 2013-B Notes may be offered, resold, pledged or otherwise transferred only in accordance with Section 9.3 and only: i. to HVF II, ii. in a transaction meeting the requirements of Rule 144A under the Securities Act,.

Conduit Investors and Committed Note Purchasers. Each of the Conduit Investors and each of the Committed Note Purchasers represents and warrants to HVF II III and the Group II Administrator, as of the Series 20132021-B A Restatement Effective Date (or, with respect to each Conduit Investor and each Committed Note Purchaser that becomes a party hereto after the Series 20132021-B A Restatement Effective Date, as of the date such Person becomes a party hereto), that: a. (i) it has had an opportunity to discuss HVF IIIII’s and the Group II Administrator’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with HVF II III and the Group II Administrator and their respective representatives; b. (ii) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20132021-B A Notes; c. (iii) it purchased the Series 20132021-B A Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (b) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control; d. (iv) it understands that the Series 20132021-B A Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that HVF II III is not required to register the Series 20132021-B A Notes, and that any transfer must comply with the provisions of the Group II Supplement and Article IX of the Series 2013-B Supplement(Transfers, Replacements and Assignments) herein; e. (v) it understands that the Series 20132021-B A Notes will bear the legend set out in the form of Series 20132021-B A Notes attached as Exhibit A-1 (in the case of the Class A Notes), Exhibit A-2 (in the case of the Class B Notes) or Exhibit A-3 (in the case of the Class RR Notes) hereto and be subject to the restrictions on transfer described in such legend and in Section 9.19.1 (Transfer of Series 2021-A Notes); f. (vi) it will comply with all applicable federal and state securities laws in connection with any subsequent resale of the Series 20132021-B A Notes; g. (vii) it understands that the Series 20132021-B A Notes may be offered, resold, pledged or otherwise transferred only in accordance with Section 9.3 (Assignments) and only: i. A. to HVF II, ii. III, B. in a transaction meeting the requirements of Rule 144A under the Securities Act, C. outside the United States to a foreign person in a transaction meeting the requirements of Regulation S under the Securities Act, or D. in a transaction complying with or exempt from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction; notwithstanding the foregoing provisions of this Section 6.1(c) (Conduit Investors and Committed Note Purchasers), it is hereby understood and agreed by HVF III that the applicable Series 2021-A Notes will be pledged by each Conduit Investor pursuant to its related commercial paper program documents, and the applicable Series 2021-A Notes, or interests therein, may be sold, transferred or pledged to its related Committed Note Purchaser or any Program Support Provider or any affiliate of its related Committed Note Purchaser or any Program Support Provider or, any commercial paper conduit administered by its related Committed Note Purchaser or any Program Support Provider or any affiliate of its related Committed Note Purchaser or any Program Support Provider; (viii) if it desires to offer, sell or otherwise transfer, pledge or hypothecate the applicable Series 2021-A Notes as described in clause (B) or (D) of Section 6.1(c)(vii) (Conduit Investors and Committed Note Purchasers), and such sale, transfer or pledge does not fall within the “notwithstanding the foregoing” provision of Section 6.1(c)(vii)(D) (Conduit Investors and Committed Note Purchasers), the transferee of the applicable Series 2021-A Notes will be required to deliver a certificate that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation, and it understands that the registrar and transfer agent for the applicable Series 2021-A Notes will not be required to accept for registration of transfer the applicable Series 2021-A Notes acquired by it, except upon presentation of an executed letter in the form described herein; and (ix) it will obtain from any purchaser of the Series 2021-A Notes substantially the same representations and warranties contained in the foregoing paragraphs.

Conduit Investors and Committed Note Purchasers. Each of the Conduit Investors and each of the Committed Note Purchasers represents and warrants to HVF II and the Group II I Administrator, as of the Series 2013-B A Restatement Effective Date (or, with respect to each Conduit Investor and each Committed Note Purchaser that becomes a party hereto after the Series 2013-B A Restatement Effective Date, as of the date such Person becomes a party hereto), that: a. it has had an opportunity to discuss HVF II’s and the Group II I Administrator’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with HVF II and the Group II I Administrator and their respective representatives; b. it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2013-B A Notes; c. it purchased the Series 2013-B A Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (b) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control; d. it understands that the Series 2013-B A Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that HVF II is not required to register the Series 2013-B A Notes, and that any transfer must comply with the provisions of the Group II I Supplement and Article IX of the Series 2013-B A Supplement; e. it understands that the Series 2013-B A Notes will bear the legend set out in the form of Series 2013-B A Notes attached as Exhibit A hereto and be subject to the restrictions on transfer described in such legend and in Section 9.1; f. it will comply with all applicable federal and state securities laws in connection with any subsequent resale of the Series 2013-B A Notes; g. it understands that the Series 2013-B A Notes may be offered, resold, pledged or otherwise transferred only in accordance with Section 9.3 and only: i. to HVF II, , ii. in a transaction meeting the requirements of Rule 144A under the Securities Act, iii. outside the United States to a foreign person in a transaction meeting the requirements of Regulation S under the Securities Act, or iv. in a transaction complying with or exempt from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction; notwithstanding the foregoing provisions of this Section 3(g), it is hereby understood and agreed by HVF II that the Series 2013-A Notes will be pledged by each Conduit Investor pursuant to its related commercial paper program documents, and the Series 2013-A Notes, or interests therein, may be sold, transferred or pledged to its related Committed Note Purchaser or any Program Support Provider or any affiliate of its related Committed Note Purchaser or any Program Support Provider or, any commercial paper conduit administered by its related Committed Note Purchaser or any Program Support Provider or any affiliate of its related Committed Note Purchaser or any Program Support Provider; provided that, for the avoidance of doubt, HVF II may, in its sole and absolute discretion, withhold its consent with respect to any offer, sale, pledge or other transfer of any Series 2013-A Note to any Person and any such withholding shall be deemed reasonable; h. if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Series 2013-A Notes as described in clause (ii) or (iv) of Section 3(g) of this Annex 1, and such sale, transfer or pledge does not fall within the “notwithstanding the foregoing” provision of Section 3(g)(iv) of this Annex 1, the transferee of the Series 2013-A Notes will be required to deliver a certificate that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation, and it understands that the registrar and transfer agent for the Series 2013-A Notes will not be required to accept for registration of transfer the Series 2013-A Notes acquired by it, except upon presentation of an executed letter in the form described herein; and i. it will obtain from any purchaser of the Series 2013-A Notes substantially the same representations and warranties contained in the foregoing paragraphs.

Conduit Investors and Committed Note Purchasers. Each of the Conduit Investors and each of the Committed Note Purchasers represents and warrants to HVF II and the Group II Administrator, as of the Series 2013-B Restatement Effective Date (or, with respect to each Conduit Investor and each Committed Note Purchaser that becomes a party hereto after the Series 2013-B Restatement Effective Date, as of the date such Person becomes a party hereto), that: a. it has had an opportunity to discuss HVF II’s and the Group II Administrator’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with HVF II and the Group II Administrator and their respective representatives; b. it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2013-B Notes; c. it purchased the Series 2013-B Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (b) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control; d. it understands that the Series 2013-B Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that HVF II is not required to register the Series 2013-B Notes, and that any transfer must comply with WEIL:\95470638\23\52399.0041 the provisions of the Group II Supplement and Article IX of the Series 2013-B Supplement; e. it understands that the Series 2013-B Notes will bear the legend set out in the form of Series 2013-B Notes attached as Exhibit A-1 (in the case of the Class A Notes) or Exhibit A-2 (in the case of the Class B Notes) hereto and be subject to the restrictions on transfer described in such legend and in Section 9.1; f. it will comply with all applicable federal and state securities laws in connection with any subsequent resale of the Series 2013-B Notes; g. it understands that the Series 2013-B Notes may be offered, resold, pledged or otherwise transferred only in accordance with Section 9.3 and only: i. to HVF II, ii. in a transaction meeting the requirements of Rule 144A under the Securities Act,

Conduit Investors and Committed Note Purchasers. Each of the Conduit Investors and each of the Committed Note Purchasers represents and warrants to HVF II III and the Group II Administrator, as of the Series 20132021-B A Restatement Effective Date (or, with respect to each Conduit Investor and each Committed Note Purchaser that becomes a party hereto after the Series 20132021-B A Restatement Effective Date, as of the date such Person becomes a party hereto), that: a. (i) it has had an opportunity to discuss HVF IIIII’s and the Group II Administrator’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with HVF II III and the Group II Administrator and their respective representatives; b. (ii) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20132021-B A Notes; c. (iii) it purchased the Series 20132021-B A Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (b) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control; d. (iv) it understands that the Series 20132021-B A Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that HVF II III is not required to register the Series 20132021-B A Notes, and that any transfer must comply with the provisions of the Group II Supplement and Article IX of the Series 2013-B Supplement(Transfers, Replacements and Assignments) herein; e. (v) it understands that the Series 20132021-B A Notes will bear the legend set out in the form of Series 20132021-B A Notes attached as Exhibit A-1 (in the case of the Class A Notes), Exhibit A-2 (in the case of the Class B Notes) or Exhibit A-3 (in the case of the Class RR Notes) hereto and be subject to the restrictions on transfer described in such legend and in Section 9.19.1 (Transfer of Series 2021-A Notes); f. (vi) it will comply with all applicable federal and state securities laws in connection with any subsequent resale of the Series 20132021-B A Notes; g. (vii) it understands that the Series 20132021-B A Notes may be offered, resold, pledged or otherwise transferred only in accordance with Section 9.3 (Assignments) and only: i. A. to HVF II, ii. III, B. in a transaction meeting the requirements of Rule 144A under the Securities Act, C. outside the United States to a foreign person in a transaction meeting the requirements of Regulation S under the Securities Act, or D. in a transaction complying with or exempt from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction; notwithstanding the foregoing provisions of this Section 6.1(c) (Conduit Investors and Committed Note Purchasers), it is hereby understood and agreed by HVF III that the Series 2021-A Notes will be pledged by each Conduit Investor pursuant to its related commercial paper program documents, and the Series 2021-A Notes, or interests therein, may be sold, transferred or pledged to its related Committed Note Purchaser or any Program Support Provider or any affiliate of its related Committed Note Purchaser or any Program Support Provider or, any commercial paper conduit administered by its related Committed Note Purchaser or any Program Support Provider or any affiliate of its related Committed Note Purchaser or any Program Support Provider; (viii) if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Series 2021-A Notes as described in clause (B) or (D) of Section 6.1(c)(vii) (Conduit Investors and Committed Note Purchasers), and such sale, transfer or pledge does not fall within the “notwithstanding the foregoing” provision of Section 6.1(c)(vii)(D) (Conduit Investors and Committed Note Purchasers), the transferee of the Series 2021-A Notes will be required to deliver a certificate that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation, and it understands that the registrar and transfer agent for the Series 2021-A Notes will not be required to accept for registration of transfer the Series 2021-A Notes acquired by it, except upon presentation of an executed letter in the form described herein; and (ix) it will obtain from any purchaser of the Series 2021-A Notes substantially the same representations and warranties contained in the foregoing paragraphs.

Conduit Investors and Committed Note Purchasers. Each of the Conduit Investors and each of the Committed Note Purchasers represents and warrants to HVF II and the Group II I Administrator, as of the Series 2013-B A Restatement Effective Date (or, with respect to each Conduit Investor and each Committed Note Purchaser that becomes a party hereto after the Series 2013-B A Restatement Effective Date, as of the date such Person becomes a party hereto), that: a. it has had an opportunity to discuss HVF II’s and the Group II I Administrator’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with HVF II and the Group II I Administrator and their respective representatives; b. it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2013-B A Notes; c. it purchased the Series 2013-B A Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (b) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control; d. it understands that the Series 2013-B A Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that HVF II is not required to register the Series 2013-B A Notes, and that any transfer must comply with the provisions of the Group II I Supplement and Article IX of the Series 2013-B A Supplement; e. it understands that the Series 2013-B A Notes will bear the legend set out in the form of Series 2013-B A Notes attached as Exhibit A-1 (in the case of the Class A Notes), Exhibit A-2 (in the case of the Class B Notes) or Exhibit A-3 (in the case of the Class C Notes) hereto and be subject to the restrictions on transfer described in such legend and in Section 9.1;; A1 - 3 WEIL:\96021878\3\52399.0016 f. it will comply with all applicable federal and state securities laws in connection with any subsequent resale of the Series 2013-B A Notes; g. it understands that the Series 2013-B A Notes may be offered, resold, pledged or otherwise transferred only in accordance with Section 9.3 and only: i. to HVF II, , ii. in a transaction meeting the requirements of Rule 144A under the Securities Act, iii. outside the United States to a foreign person in a transaction meeting the requirements of Regulation S under the Securities Act, or iv. in a transaction complying with or exempt from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction; notwithstanding the foregoing provisions of this Section 3(g), it is hereby understood and agreed by HVF II that the Series 2013-A Notes will be pledged by each Conduit Investor pursuant to its related commercial paper program documents, and the Series 2013-A Notes, or interests therein, may be sold, transferred or pledged to its related Committed Note Purchaser or any Program Support Provider or any affiliate of its related Committed Note Purchaser or any Program Support Provider or, any commercial paper conduit administered by its related Committed Note Purchaser or any Program Support Provider or any affiliate of its related Committed Note Purchaser or any Program Support Provider; provided that, for the avoidance of doubt, HVF II may, in its sole and absolute discretion, withhold its consent with respect to any offer, sale, pledge or other transfer of any Series 2013-A Note to any Person and any such withholding shall be deemed reasonable; h. if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Series 2013-A Notes as described in clause (ii) or (iv) of Section 3(g) of this Annex 1, and such sale, transfer or pledge does not fall within the “notwithstanding the foregoing” provision of Section 3(g)(iv) of this Annex 1, the transferee of the Series 2013-A Notes will be required to deliver a certificate that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation, and it understands that the registrar and transfer agent for the Series 2013-A Notes will not be required to accept for registration of transfer the Series A1 - 4 WEIL:\96021878\3\52399.0016 2013-A Notes acquired by it, except upon presentation of an executed letter in the form described herein; and i. it will obtain from any purchaser of the Series 2013-A Notes substantially the same representations and warranties contained in the foregoing paragraphs. A1 - 5 WEIL:\96021878\3\52399.0016

Conduit Investors and Committed Note Purchasers. Each of the Conduit Investors and each of the Committed Note Purchasers represents and warrants to HVF II and the Group II Administrator, as of the Series 2013-B Restatement Effective Closing Date (or, with respect to each Conduit Investor and each Committed Note Purchaser that becomes a party hereto after the Series 2013-B Restatement Effective Closing Date, as of the date such Person becomes a party hereto), that: a. it has had an opportunity to discuss HVF II’s and the Group II Administrator’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with HVF II and the Group II Administrator and their respective representatives; b. it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 2013-B Notes; c. it purchased is purchasing the Series 2013-B Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (b) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control; d. it understands that the Series 2013-B Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that HVF II is not required to register the Series 2013-B Notes, and that any transfer must comply with the provisions of the Group II Supplement and Article IX of the Series 2013-B Supplement; e. it understands that the Series 2013-B Notes will bear the legend set out in the form of Series 2013-B Notes attached as Exhibit A hereto and be subject to the restrictions on transfer described in such legend and in Section 9.1; f. it will comply with all applicable federal and state securities laws in connection with any subsequent resale of the Series 2013-B Notes; g. it understands that the Series 2013-B Notes may be offered, resold, pledged or otherwise transferred only in accordance with Section 9.3 and only: i. to HVF II, ii. in a transaction meeting the requirements of Rule 144A under the Securities Act,

Conduit Investors and Committed Note Purchasers. Each of the Conduit Investors and each of the Committed Note Purchasers represents and warrants to HVF II III and the Group II Administrator, as of the Series 20132021-B Restatement Effective A Closing Date (or, with respect to each Conduit Investor and each Committed Note Purchaser that becomes a party hereto after the Series 20132021-B Restatement Effective A Closing Date, as of the date such Person becomes a party hereto), that: a. (i) it has had an opportunity to discuss HVF IIIII’s and the Group II Administrator’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with HVF II III and the Group II Administrator and their respective representatives; b. (ii) it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20132021-B A Notes; c. (iii) it purchased the Series 20132021-B A Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (b) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control; d. (iv) it understands that the Series 20132021-B A Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that HVF II III is not required to register the Series 20132021-B A Notes, and that any transfer must comply with the provisions of the Group II Supplement and Article IX of the Series 2013-B Supplement(Transfers, Replacements and Assignments) herein; e. (v) it understands that the Series 20132021-B A Notes will bear the legend set out in the form of Series 20132021-B A Notes attached as Exhibit A-1 (in the case of the Class A Notes), Exhibit A-2 (in the case of the Class B Notes) or Exhibit A-3 (in the case of the Class RR Notes) hereto and be subject to the restrictions on transfer described in such legend and in Section 9.19.1 (Transfer of Series 2021-A Notes); f. (vi) it will comply with all applicable federal and state securities laws in connection with any subsequent resale of the Series 20132021-B A Notes; g. (vii) it understands that the Series 20132021-B A Notes may be offered, resold, pledged or otherwise transferred only in accordance with Section 9.3 (Assignments) and only: i. A. to HVF II, ii. III, B. in a transaction meeting the requirements of Rule 144A under the Securities Act, C. outside the United States to a foreign person in a transaction meeting the requirements of Regulation S under the Securities Act, or D. in a transaction complying with or exempt from the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction; notwithstanding the foregoing provisions of this Section 6.1(c) (Conduit Investors and Committed Note Purchasers), it is hereby understood and agreed by HVF III that the Series 2021-A Notes will be pledged by each Conduit Investor pursuant to its related commercial paper program documents, and the Series 2021-A Notes, or interests therein, may be sold, transferred or pledged to its related Committed Note Purchaser or any Program Support Provider or any affiliate of its related Committed Note Purchaser or any Program Support Provider or, any commercial paper conduit administered by its related Committed Note Purchaser or any Program Support Provider or any affiliate of its related Committed Note Purchaser or any Program Support Provider; (viii) if it desires to offer, sell or otherwise transfer, pledge or hypothecate the Series 2021-A Notes as described in clause (B) or (D) of Section 6.1(c)(vii) (Conduit Investors and Committed Note Purchasers), and such sale, transfer or pledge does not fall within the “notwithstanding the foregoing” provision of Section 6.1(c)(vii)(D) (Conduit Investors and Committed Note Purchasers), the transferee of the Series 2021-A Notes will be required to deliver a certificate that an exemption from the registration requirements of the Securities Act applies to such offer, sale, transfer or hypothecation, and it understands that the registrar and transfer agent for the Series 2021-A Notes will not be required to accept for registration of transfer the Series 2021-A Notes acquired by it, except upon presentation of an executed letter in the form described herein; and (ix) it will obtain from any purchaser of the Series 2021-A Notes substantially the same representations and warranties contained in the foregoing paragraphs.

Conduit Investors and Committed Note Purchasers. Each of the Conduit Investors and each of the Committed Note Purchasers represents and warrants to HVF II and the Group II I Administrator, as of the Series 20132014-B A Restatement Effective Date (or, with respect to each Conduit Investor and each Committed Note Purchaser that becomes a party hereto after the Series 20132014-B A Restatement Effective Date, as of the date such Person becomes a party hereto), that: a. it has had an opportunity to discuss HVF II’s and the Group II I Administrator’s business, management and financial affairs, and the terms and conditions of the proposed purchase, with HVF II and the Group II I Administrator and their respective representatives; b. it is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of investing in, and is able and prepared to bear the economic risk of investing in, the Series 20132014-B A Notes; c. it purchased is purchasing the Series 20132014-B A Notes for its own account, or for the account of one or more “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act that meet the criteria described in subsection (b) and for which it is acting with complete investment discretion, for investment purposes only and not with a view to distribution, subject, nevertheless, to the understanding that the disposition of its property shall at all times be and remain within its control; d. it understands that the Series 20132014-B A Notes have not been and will not be registered or qualified under the Securities Act or any applicable state securities laws or the securities laws of any other jurisdiction and is being offered only in a transaction not involving any public offering within the meaning of the Securities Act and may not be resold or otherwise transferred unless so registered or qualified or unless an exemption from registration or qualification is available, that HVF II is not required to register the Series 20132014-B A Notes, and that any transfer must comply with WEIL:\95450705\27\52399.0041 the provisions of the Group II I Supplement and Article IX of the Series 20132014-B A Supplement; e. it understands that the Series 20132014-B A Notes will bear the legend set out in the form of Series 20132014-B A Notes attached as Exhibit A-1 (in the case of the Class A Notes) or Exhibit A-2 (in the case of the Class B Notes) hereto and be subject to the restrictions on transfer described in such legend and in Section 9.1; f. it will comply with all applicable federal and state securities laws in connection with any subsequent resale of the Series 20132014-B A Notes; g. it understands that the Series 20132014-B A Notes may be offered, resold, pledged or otherwise transferred only in accordance with Section 9.3 and only: i. to HVF II, ii. in a transaction meeting the requirements of Rule 144A under the Securities Act,