duly executed by their respective officers thereunto
duly authorized, all as of the day and year first above written.
HASI SYB TRUST 2015-1, as Issuer By: BNY Mellon Trust of Delaware, not in its
individual capacity but solely as Owner Trustee, on behalf of the Issuer By:
/s/ JoAnn C. DiOssi
Name:
JoAnn C. DiOssi
Title:
Vice President THE BANK OF NEW YORK MELLON,
as Indenture Trustee By:
/s/ Glenn E. Mitchell
Name:
Glenn E. Mitchell
Title:
Vice President THE BANK OF NEW YORK
MELLON, as Backup Servicer By:
/s/ Glenn E. Mitchell
Name:
Glenn E. Mitchell
Title:
Vice President HANNON ARMSTRONG CAPITAL,
LLC, as Servicer By:
/s/ Jeffrey W. Eckel
Name:
Jeffrey W. Eckel
Title:
President and Chief Executive Officer
[Signature Page to Indenture]
In its capacity as LLE Servicer, Hannon Armstrong Capital is executing this
Indenture to confirm its agreement to the provisions of Section 3.07(a) and
Section 5.03 HANNON ARMSTRONG CAPITAL, LLC, as LLE Servicer By:
/s/ Jeffrey W. Eckel
Name:
Jeffrey W. Eckel
Title:
President and Chief Executive Officer
[Signature Page to Indenture]
Schedule 1
Land Lease Entities
Schedule 2
Standard Lease Transactions
Schedule 3
Hybrid Lease Transactions
Schedule 4
Class A Scheduled Outstanding Bond Balance
Class B Scheduled Outstanding Bond Balance
Schedule 5
Class A Target Balance Supplemental Principal Payment
Schedule 6
Membership Interests
Exhibit A
Form of Bonds
FORM OF [CLASS A] [CLASS B] BOND
[FOR BONDS INITIALLY SOLD OR OTHERWISE REGISTERED FOR TRANSFER TO ANY PERSON
DELIVERING THE CERTIFICATES IN THE FORMS OF EXHIBIT C-1 AND EXHIBIT C-2 TO THE
HEREINAFTER DEFINED INDENTURE]
THIS BOND IS SUBJECT TO THE TERMS AND CONDITIONS OF THE INDENTURE REFERRED TO
BELOW. THIS BOND HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE ISSUER HAS
NOT BEEN REGISTERED UNDER THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS
AMENDED (THE "INVESTMENT COMPANY ACT"). THIS BOND AND INTERESTS HEREIN MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT (A) TO A QUALIFIED
PURCHASER (FOR PURPOSES OF SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT) (A
"QUALIFIED PURCHASER") THAT IS AN ACCREDITED INVESTOR AS DEFINED IN RULE
501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT (AN
"INSTITUTIONAL ACCREDITED INVESTOR") PURCHASING FOR ITS OWN ACCOUNT IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT, IN EACH CASE
SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE,
AND IN EACH CASE WHICH MAY BE EFFECTED WITHOUT LOSS OF ANY APPLICABLE INVESTMENT
COMPANY ACT EXEMPTION, (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION AND (C) IN
AN AUTHORIZED DENOMINATION FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT. EACH
CLOSING DATE PURCHASER OF THIS BOND WILL MAKE THE REPRESENTATIONS AND AGREEMENTS
SET FORTH IN THE APPLICABLE BOND PURCHASE AGREEMENT AND EACH TRANSFEREE
PURCHASER OF THIS BOND WILL BE REQUIRED TO COMPLETE