LOAN AGREEMENT (APPROVAL-BASED) dated as of December 13, 2018 amongLoan Agreement • February 22nd, 2019 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts • New York
This LOAN AGREEMENT (APPROVAL-BASED) (this “Agreement”) dated as of December 13, 2018 (the “Closing Date”), is entered into by and among RHEA BORROWER (HASI) LLC, a Delaware limited liability company (“Borrower HASI”), RHEA BORROWER (HAT I) LLC, a Delaware limited liability company (“Borrower HAT I”), RHEA BORROWER (HAT II) LLC, a Delaware limited liability company (“Borrower HAT II”, and together with Borrower HASI and Borrower HAT I, each a “Borrower” and collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and Bank of America, N.A., as Administrative Agent (together with its successors and permitted assigns in such capacity, the “Administrative Agent”), and Issuing Bank, and the other Issuing Banks party hereto from time to time.
LIMITED GUARANTY (REP-BASED) December 13, 2018Limited Guaranty • February 22nd, 2019 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to Titan Borrower (HASI) LLC, a Delaware limited liability company (“Borrower HASI”), Titan Borrower (HAT I) LLC, a Delaware limited liability company (“Borrower HAT I”), and Titan Borrower (HAT II) LLC, a Delaware limited liability company (“Borrower HAT II”, and together with Borrower HASI and Borrower HAT I, collectively, the “Borrowers”), by the lenders party to that certain Loan Agreement (as defined in Annex A) from time to time, including without limitation Bank of America, N.A. (collectively, the “Lenders”), the undersigned Guarantors (each a “Guarantor” and collectively “Guarantors”), as indirect owners of each Borrower, hereby furnishes their guaranty of the Guaranteed Obligations (as hereinafter defined) as follows for the benefit of Bank of America, N.A., as administrative agent (in such
GUARANTY (APPROVAL-BASED) December 13, 2018Guaranty • February 22nd, 2019 • Hannon Armstrong Sustainable Infrastructure Capital, Inc. • Real estate investment trusts
FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to Rhea Borrower (HASI) LLC, a Delaware limited liability company (“Borrower HASI”), Rhea Borrower (HAT I) LLC, a Delaware limited liability company (“Borrower HAT I”), and Rhea Borrower (HAT II) LLC, a Delaware limited liability company (“Borrower HAT II”, and together with Borrower HASI and Borrower HAT I, collectively, the “Borrowers”), by the lenders party to that certain Loan Agreement (as defined in Annex A) from time to time, including without limitation Bank of America, N.A. (collectively, the “Lenders”), the undersigned Guarantors (each a “Guarantor” and collectively “Guarantors”), as indirect owners of each Borrower, hereby furnishes their guaranty of the Guaranteed Obligations (as hereinafter defined) as follows for the benefit of Bank of America, N.A., as administrative agent (in such cap
