Exhibit 1.1

EXECUTION VERSION

AMENDMENT NO. 5 TO AMENDED & RESTATED LOAN AGREEMENT

G&I AND AMENDMENT NO. 4 TO AMENDED & RESTATED

INTERCREDITOR AGREEMENT

THIS AMENDMENT NO. 5 TO AMENDED & RESTATED LOAN AGREEMENT (G&I) AND AMENDMENT NO. 4 TO AMENDED & RESTATED INTERCREDITOR AGREEMENT (this “ Fifth Amendment ”), dated as of January 25, 2016, is by and among (i)  HASI CF I Borrower LLC , a Delaware limited liability company (“ Borrower HASI ”), HAT CF I Borrower LLC , a Delaware limited liability company (“ Borrower HAT I ”) and HAT CF II Borrower LLC , a Delaware limited liability company (“ Borrower HAT II ”, and together with Borrower HASI and Borrower HAT I, the “ Borrowers ”), (ii)  Bank of America, N.A. , in its capacity as lender under the A&R Loan Agreement (as defined below) (in such capacity, the “ Lender ”), (iii)  Bank of America, N.A. , in its capacity as administrative agent under the A&R Loan Agreement (in such capacity, the “ Administrative Agent ”) and (iv) for purposes of Sections 3 and 4 only, Bank of America, N.A. , in its capacity as administrative agent under the Other Loan Agreement (in such capacity, the “ Other Administrative Agent ”).

WHEREAS , the Borrowers, the Lender, and the Administrative Agent are parties to an Amended & Restated Loan Agreement (G&I) dated as of August 12, 2014 (as amended, amended and restated, or otherwise modified from time to time, the “ A&R Loan Agreement ”);

WHEREAS , the Administrative Agent and the Other Administrative Agent, together with the Grantors, the PF Collateral Agent and the G&I Collateral Agent (as such parties are defined in the A&R Intercreditor Agreement), are parties to an Intercreditor Agreement dated as of August 12, 2014 (as amended, amended and restated, or otherwise modified from time to time, the “ A&R Intercreditor Agreement ”);

WHEREAS, (a) the Borrowers, the Lender, and the Administrative Agent have agreed to amend certain provisions of the A&R Loan Agreement as more specifically set forth herein, (b) the Other Administrative Agent has agreed to consent to such amendments as more specifically set forth herein and (c) the Borrowers, the Lender, and the Administrative Agent have agreed to amend certain provisions of the following Underlying Financing Specifications: (i) Underlying Financing Specification No. 13 (“ UF 13 ”), (ii) Underlying Financing Specification No. 19 (“ UF 19 ”), (iii) Underlying Financing Specification No. 20 (“ UF 20 ”), and (iv) Underlying Financing Specification No. 25 (“ UF 25 ” and, together with UF 13, UF 19 and UF 20, the “ Specified Financing Specifications ”);

NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto hereby agree as follows:

SECTION 1. Definitions .

Capitalized terms used in this Fifth Amendment but not defined herein shall have the meanings ascribed thereto in the A&R Loan Agreement.

Project Moon (G&I)

Amendment No. 5 to A&R Loan Agreement

SECTION 2. Required Lender.

The Lender holds 100% of the Outstanding Amount and the aggregate unused Commitments under the A&R Loan Agreement and thus constitutes the Required Lender for purposes of the A&R Loan Agreement and this Fifth Amendment.

SECTION 3. A&R Loan Agreement Amendment.

In accordance with Section 15.1.1 of the A&R Loan Agreement and, with respect to the Administrative Agent and the Other Administrative Agent, Section 3.4(c)(i) of the A&R Intercreditor Agreement, and in each case subject to the terms set forth herein, as of the date hereof, the Required Lender, the Administrative Agent, the Other Administrative Agent and each Borrower hereby agree to amend the A&R Loan Agreement as follows:

“$250,000,000 Senior Secured Credit Facility”

“ Aggregate Delayed Draw Exclusion Amount ” means, as of any date of determination, the lesser of (x) the sum of all Delayed Draw Exclusion Amounts for all Delayed Draw Financings and (y) 20% of the Maximum Loan Amount.”

“ Delayed Draw Exclusion Amount ” means, as of any date of determination and solely with respect to a Delayed Draw Financing, an amount equal to the Unfunded Financing Commitment Amount required to be funded by the Applicable Borrower Subsidiary thereunder during the period beginning on the 90 ^th day following the date of such determination and ending on the 570 ^th day following the date of such determination.”

“ Aggregate Usage ” means, as of any date of determination, (a) the Outstanding Amount plus (b) the aggregate Unfunded Financing Commitment Amount, minus (c) the Aggregate Delayed Draw Exclusion Amount.”

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Project Moon (G&I)

Amendment No. 5 to A&R Loan Agreement

“ Maximum Loan Amount ” means $250,000,000.

“Subject to the terms and conditions hereof, including without limitation, Section 4.3 , each Lender agrees to make, on or after the applicable Loan Availability Date pursuant to Section 4.1 , one or more loans (each such loan, a “ Loan ” and collectively, the “ Loans ”) to Borrowers up to an aggregate amount equal to the Commitments; provided that after giving effect to any Loan, (a) the sum of (x) the Outstanding Amount of the Loans attributable to a Lender and (y) the Unfunded Financing Commitment Amount with respect to all Delayed Draw Financings attributable to such Lender minus the Aggregate Delayed Draw Exclusion Amount attributable to such Lender shall not exceed the lesser of (i) such Lender’s Commitment at such time and (ii) such Lender’s Applicable Percentage of the Borrowing Base at such time and (b) the Aggregate Usage shall not exceed the Borrowing Base at such time. In no event shall Lenders have any obligation to honor a request for a Loan if either (I) the Aggregate Usage (after given effect to the making of such Loan) would exceed the Borrowing Base or (II) the Borrowers have failed to comply with the Interest Service Coverage Ratio for the applicable Interest Coverage Calculation Period.”

“(b) the date on which the aggregate principal amount of all Advances made under the Loan Facility since July 19, 2013 (without regard to any prepayment or repayments hereunder), is equal to or greater than $600,000,000 (the “ Maximum Advance Limitation ”), and”

“the Delayed Draw Exclusion Amount”.

“BB Aggregate Value” means, as of any date of determination, an amount equal to (a) the lesser of (i) the sum of all BB Adjusted Values for all Approved Financings that are Eligible Collateral at such time, and (ii) the sum of all BB Nominal Values for all Approved Financings that are Eligible Collateral at such time minus (b) the Aggregate Delayed Draw Exclusion Amount.”

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Project Moon (G&I)

Amendment No. 5 to A&R Loan Agreement

SECTION 4. Intercreditor Agreement Amendment .

The parties hereto agree that the reference to $150 million in the second recital to the A&R Intercreditor Agreement is hereby replaced with “an amount up to the Maximum Loan Amount”.

SECTION 5. Amendments to Certain Specified Financing Specifications .

In accordance with Section 15.1.1 of the A&R Loan Agreement, and subject to the terms set forth herein, as of the date hereof, the Required Lender, the Administrative Agent and each Borrower hereby agree to amend the Specified Financing Specifications as follows:

SECTION 6. Fifth Amendment as Loan Document; Representations .

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Project Moon (G&I)

Amendment No. 5 to A&R Loan Agreement

SECTION 7. Effect of Fifth Amendment .

The amendment set forth herein is limited as written, is effective only in the specific instance and for the specific purpose for which given, and shall not be deemed to be a waiver of or consent to, or modification of in any respect, any other term or condition in the A&R Loan Agreement or any of the documents referred to herein or therein. The terms and provisions set forth in each Loan Document are hereby ratified and confirmed by each Borrower in all respects. Each Borrower acknowledges and agrees that the execution, delivery and performance of this Fifth Amendment by the Administrative Agent and of the Lender does not and shall not create (nor shall Borrowers or any Related Borrower Subsidiary rely upon the existence of or claim or assert that there exists) any obligation of the Lender and the Administrative Agent to consider or agree to any amendment of or waiver or consent with respect to any of the Loan Documents, or any

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Project Moon (G&I)

Amendment No. 5 to A&R Loan Agreement

other instrument or agreement to which the Administrative Agent or the Lender is a party (collectively an “ Amendment or Consent ”), and in the event that the Administrative Agent or the Lender subsequently agrees to consider any requested Amendment or Consent, neither the existence of this Fifth Amendment, nor any other conduct of the Administrative Agent or the Lender related hereto, shall be of any force or effect on the Administrative Agent’s or the Lender’s consideration or decision with respect to any such requested Amendment or Consent, and the Administrative Agent and the Lender shall not have any obligation whatsoever to consider or agree to any such Amendment or Consent.

SECTION 8. Governing Law .

This Fifth Amendment shall be governed by the laws of the State of New York.

SECTION 9. Severability .

Wherever possible, each provision of this Fifth Amendment shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of this Fifth Amendment shall remain in full force and effect.

Exhibit 1.2

EXECUTION VERSION

AMENDMENT NO. 5 TO AMENDED & RESTATED LOAN AGREEMENT PF

THIS AMENDMENT NO. 5 TO AMENDED & RESTATED LOAN AGREEMENT (PF) (this “ Fifth Amendment ”), dated as of January 25, 2016, is by and among (i)  HASI CF I Borrower LLC , a Delaware limited liability company (“ Borrower HASI ”), HAT CF I Borrower LLC , a Delaware limited liability company (“ Borrower HAT I ”) and HAT CF II Borrower LLC , a Delaware limited liability company (“ Borrower HAT II ”, and together with Borrower HASI and Borrower HAT I, the “ Borrowers ”), (ii)  Bank of America, N.A. , in its capacity as lender under the A&R Loan Agreement (as defined below) (in such capacity, the “ Lender ”), (iii)  Bank of America, N.A. , in its capacity as administrative agent under the A&R Loan Agreement (in such capacity, the “ Administrative Agent ”), and (iv) for purposes of Section 3 only, Bank of America, N.A. , in its capacity as administrative agent under the Other Loan Agreement (in such capacity, the “ Other Administrative Agent ”).

WHEREAS , the Borrowers, the Lender, and the Administrative Agent are parties to an Amended & Restated Loan Agreement (PF) dated as of August 12, 2014 (as amended, amended and restated, or otherwise modified from time to time, the “ A&R Loan Agreement ”);

WHEREAS, (a) the Borrowers, the Lender, and the Administrative Agent have agreed to amend certain provisions of the A&R Loan Agreement as more specifically set forth herein and (b) the Other Administrative Agent has agreed to consent to such amendments as more specifically set forth herein.

NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto hereby agree as follows:

SECTION 1. Definitions .

Capitalized terms used in this Fifth Amendment but not defined herein shall have the meanings ascribed thereto in the A&R Loan Agreement.

SECTION 2. Required Lender.

The Lender holds 100% of the Outstanding Amount and the aggregate unused Commitments under the A&R Loan Agreement and thus constitutes the Required Lender for purposes of the A&R Loan Agreement and this Fifth Amendment.

Project Moon (PF)

Amendment No. 5 to A&R Loan Agreement

SECTION 3. A&R Loan Agreement Amendment.

In accordance with Section 15.1.1 of the A&R Loan Agreement and, with respect to the Administrative Agent and the Other Administrative Agent, Section 2.4(c)(i) of the A&R Intercreditor Agreement, and in each case subject to the terms set forth herein, as of the date hereof, the Required Lender, the Administrative Agent, the Other Administrative Agent and each Borrower hereby agree to amend the A&R Loan Agreement as follows:

“$250,000,000 Senior Secured Credit Facility”

“ Maximum Loan Amount ” means $250,000,000.

“(b) the date on which the aggregate principal amount of all Advances made under the Loan Facility since July 19, 2013 (without regard to any prepayment or repayments hereunder), is equal to or greater than $900,000,000 (the “ Maximum Advance Limitation ”), and”

SECTION 4. [RESERVED]

SECTION 5. Fifth Amendment as Loan Document; Representations .

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Project Moon (PF)

Amendment No. 5 to A&R Loan Agreement

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Project Moon (PF)

Amendment No. 5 to A&R Loan Agreement

SECTION 6. Effect of Fifth Amendment .

The amendment set forth herein is limited as written, is effective only in the specific instance and for the specific purpose for which given, and shall not be deemed to be a waiver of or consent to, or modification of in any respect, any other term or condition in the A&R Loan Agreement or any of the documents referred to herein or therein. The terms and provisions set forth in each Loan Document are hereby ratified and confirmed by each Borrower in all respects. Each Borrower acknowledges and agrees that the execution, delivery and performance of this Fifth Amendment by the Administrative Agent and of the Lender does not and shall not create (nor shall Borrowers or any Related Borrower Subsidiary rely upon the existence of or claim or assert that there exists) any obligation of the Lender and the Administrative Agent to consider or agree to any amendment of or waiver or consent with respect to any of the Loan Documents, or any other instrument or agreement to which the Administrative Agent or the Lender is a party (collectively an “ Amendment or Consent ”), and in the event that the Administrative Agent or the Lender subsequently agrees to consider any requested Amendment or Consent, neither the existence of this Fifth Amendment, nor any other conduct of the Administrative Agent or the Lender related hereto, shall be of any force or effect on the Administrative Agent’s or the Lender’s consideration or decision with respect to any such requested Amendment or Consent, and the Administrative Agent and the Lender shall not have any obligation whatsoever to consider or agree to any such Amendment or Consent.

SECTION 7. Governing Law .

This Fifth Amendment shall be governed by the laws of the State of New York.

SECTION 8. Severability .

Wherever possible, each provision of this Fifth Amendment shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of this Fifth Amendment shall remain in full force and effect.

Exhibit 1.3

EXECUTION VERSION

REAFFIRMATION OF GUARANTY

THIS REAFFIRMATION OF GUARANTY (this “ Agreement ”), made as of January 25, 2016, by (i)  Hannon Armstrong Sustainable Infrastructure Capital, Inc. (“ HA INC ”), a Maryland corporation, (ii)  Hannon Armstrong Sustainable Infrastructure, LP (“ HA LP ”), a Delaware limited partnership, (iii)  Hannon Armstrong Capital, LLC (“ HA LLC ”), a Maryland limited liability company, (iv)  HAT Holdings I, LLC (“ HAT Holdings I ”), a Maryland limited liability company, (v)  HAT Holdings II, LLC (“ HAT Holdings II ”), a Maryland limited liability company (each of HA INC, HA LP, HA LLC, HAT Holdings I and HAT Holdings II, a “ Guarantor ” and together, the “ Guarantors ”), for the benefit of the Secured Parties, and (vi)  Bank of America, N.A. , in its capacity as administrative agent under the A&R Loan Agreement (as defined below) (in such capacity, the “ Administrative Agent ”).

WHEREAS , the Borrowers, the Lender, and the Administrative Agent are parties to an Amended & Restated Loan Agreement (G&I) dated as of August 12, 2014 (as amended, amended and restated, or otherwise modified from time to time, the “ A&R Loan Agreement ”);

WHEREAS , HA INC, HA LP and HA LLC are party to that certain Amended & Restated Continuing Guaranty (the “ Continuing Guaranty ”), dated as of August 12, 2014, in favor of the Secured Parties;

WHEREAS , HAT Holdings I is party to that certain Amended & Restated HAT Holdings I Limited Guaranty (the “ HAT I Limited Guaranty ”), dated as of August 12, 2014, in favor of the Secured Parties;

WHEREAS , HAT Holdings II is party to that certain HAT Holdings II Limited Guaranty (the “ HAT II Limited Guaranty ”, and together with the Continuing Guaranty and the HAT I Limited Guaranty, each a “ Guaranty ” and together the “ Guaranties ” ), dated as of August 12, 2014, in favor of the Secured Parties; and

WHEREAS, the Borrowers, the Lender and the Administrative Agent have agreed to amend certain provisions of the A&R Loan Agreement as more specifically set forth in that certain Amendment No. 5 to Amended & Restated Loan Agreement (G&I) and Amendment No. 4 to Amended & Restated Intercreditor Agreement (the “ Loan Amendment ”), dated as of the date hereof, including an increase of the Maximum Loan Amount to $250,000,000.

NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto hereby agree as follows:

SECTION 1. Definitions .

Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed thereto in the applicable Guaranty.

Project Moon (G&I)

Reaffirmation of Guaranty

SECTION 2. [RESERVED]

SECTION 3. Reaffirmation .

Each Guarantor, with respect to itself and the applicable Guaranty, hereby: (a) consents to and approves of all of the terms and provisions of the Guaranty and the Loan Amendment, (b) confirms that the Guaranty is in full force and effect, (c) ratifies, confirms and reaffirms all of its obligations, undertakings, agreements, guaranties, indemnities, covenants, indebtedness and liabilities under the Guaranty and (d) agrees that the Guaranty remains in full force and effect and shall and does continue to constitute the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with the terms thereof and shall not be discharged or affected by the Loan Amendment.

SECTION 4. Representations and Warranties .

Each Guarantor, with respect to itself and the applicable Guaranty, represents and warrants, as of the date hereof, as follows:

(a) The execution, delivery and performance by such Guarantor of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate in any material respect (i) any provision of any Applicable Law with respect to such Guarantor, (ii) any of the Organizational Documents of such Guarantor or (iii) any order, judgment or decree of any court or other agency of government binding on such Guarantor; (b) conflict with, result in a breach of or constitute (immediately or upon the giving of notice) a default in any material respect under any Contractual Obligation of such Guarantor; (c) result in or require the creation or imposition of any material Lien upon any of the properties or assets of such Guarantor (other than any Liens permitted by or created under any of the Loan Documents in favor of Collateral Agent, on behalf of the Secured Parties); or (d) require any approval of stockholders, members or partners of such Guarantor or any approval or consent of any Person under any Contractual Obligations of such Guarantor except such approvals or consents which have been obtained on or prior to the date hereof and are in full force and effect;

(b) Such Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Such Guarantor is duly qualified, authorized to do business and in good standing as a foreign corporation in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect;

(c) Such Guarantor is duly authorized to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate, limited liability company or partnerships, as applicable, action on the part of such Guarantor; and

(d) This Agreement is a legal, valid and binding obligation of such Guarantor, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

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Project Moon (G&I)

Reaffirmation of Guaranty

SECTION 5. Miscellaneous .

Sections 16, 18, 19, 20, 21, 22, 23, 24 and 25 of the Continuing Guaranty are hereby incorporated by reference, mutatis mutandis , as if fully set forth herein.

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Project Moon (G&I)

Reaffirmation of Guaranty

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the day and year first above written.

Solely with respect to the Continuing Guaranty:

[ Signature Page to Reaffirmation of Guaranty (G&I) ]

Solely with respect to the HAT I Limited Guaranty:

[ Signature Page to Reaffirmation of Guaranty (G&I) ]

Solely with respect to the HAT II Limited Guaranty:

[ Signature Page to Reaffirmation of Guaranty (G&I) ]

[ Signature Page to Reaffirmation of Guaranty (G&I) ]

Exhibit 1.4

EXECUTION VERSION

REAFFIRMATION OF GUARANTY

THIS REAFFIRMATION OF GUARANTY (this “ Agreement ”), made as of January 25, 2016, by (i)  Hannon Armstrong Sustainable Infrastructure Capital, Inc. (“ HA INC ”), a Maryland corporation, (ii)  Hannon Armstrong Sustainable Infrastructure, LP (“ HA LP ”), a Delaware limited partnership, (iii)  Hannon Armstrong Capital, LLC (“ HA LLC ”), a Maryland limited liability company, (iv)  HAT Holdings I, LLC (“ HAT Holdings I ”), a Maryland limited liability company, (v)  HAT Holdings II, LLC (“ HAT Holdings II ”), a Maryland limited liability company (each of HA INC, HA LP, HA LLC, HAT Holdings I and HAT Holdings II, a “ Guarantor ” and together, the “ Guarantors ”), for the benefit of the Secured Parties, and (vi)  Bank of America, N.A. , in its capacity as administrative agent under the A&R Loan Agreement (as defined below) (in such capacity, the “ Administrative Agent ”).

WHEREAS , the Borrowers, the Lender, and the Administrative Agent are parties to an Amended & Restated Loan Agreement (PF) dated as of August 12, 2014 (as amended, amended and restated, or otherwise modified from time to time, the “ A&R Loan Agreement ”);

WHEREAS , HA INC, HA LP and HA LLC are party to that certain Amended & Restated Continuing Guaranty (the “ Continuing Guaranty ”), dated as of August 12, 2014, in favor of the Secured Parties;

WHEREAS , HAT Holdings I is party to that certain Amended & Restated HAT Holdings I Limited Guaranty (the “ HAT I Limited Guaranty ”), dated as of August 12, 2014, in favor of the Secured Parties;

WHEREAS , HAT Holdings II is party to that certain HAT Holdings II Limited Guaranty (the “ HAT II Limited Guaranty ”, and together with the Continuing Guaranty and the HAT I Limited Guaranty, each a “ Guaranty ” and together the “ Guaranties ” ), dated as of August 12, 2014, in favor of the Secured Parties; and

WHEREAS, the Borrowers, the Lender and the Administrative Agent have agreed to amend certain provisions of the A&R Loan Agreement as more specifically set forth in that certain Amendment No. 5 to Amended & Restated Loan Agreement (PF) (the “ Loan Amendment ”), dated as of the date hereof, including a decrease of the Maximum Loan Amount to $250,000,000.

NOW, THEREFORE , in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto hereby agree as follows:

SECTION 1. Definitions .

Capitalized terms used in this Agreement but not defined herein shall have the meanings ascribed thereto in the applicable Guaranty.

Project Moon (PF)

Reaffirmation of Guaranty

SECTION 2. [RESERVED]

SECTION 3. Reaffirmation .

Each Guarantor, with respect to itself and the applicable Guaranty, hereby: (a) consents to and approves of all of the terms and provisions of the Guaranty and the Loan Amendment, (b) confirms that the Guaranty is in full force and effect, (c) ratifies, confirms and reaffirms all of its obligations, undertakings, agreements, guaranties, indemnities, covenants, indebtedness and liabilities under the Guaranty and (d) agrees that the Guaranty remains in full force and effect and shall and does continue to constitute the legal, valid and binding obligation of the Guarantor, enforceable against it in accordance with the terms thereof and shall not be discharged or affected by the Loan Amendment.

SECTION 4. Representations and Warranties .

Each Guarantor, with respect to itself and the applicable Guaranty, represents and warrants, as of the date hereof, as follows:

(a) The execution, delivery and performance by such Guarantor of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate in any material respect (i) any provision of any Applicable Law with respect to such Guarantor, (ii) any of the Organizational Documents of such Guarantor or (iii) any order, judgment or decree of any court or other agency of government binding on such Guarantor; (b) conflict with, result in a breach of or constitute (immediately or upon the giving of notice) a default in any material respect under any Contractual Obligation of such Guarantor; (c) result in or require the creation or imposition of any material Lien upon any of the properties or assets of such Guarantor (other than any Liens permitted by or created under any of the Loan Documents in favor of Collateral Agent, on behalf of the Secured Parties); or (d) require any approval of stockholders, members or partners of such Guarantor or any approval or consent of any Person under any Contractual Obligations of such Guarantor except such approvals or consents which have been obtained on or prior to the date hereof and are in full force and effect;

(b) Such Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Such Guarantor is duly qualified, authorized to do business and in good standing as a foreign corporation in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect;

(c) Such Guarantor is duly authorized to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate, limited liability company or partnerships, as applicable, action on the part of such Guarantor; and

(d) This Agreement is a legal, valid and binding obligation of such Guarantor, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

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Project Moon (PF)

Reaffirmation of Guaranty

SECTION 5. Miscellaneous .

Sections 16, 18, 19, 20, 21, 22, 23, 24 and 25 of the Continuing Guaranty are hereby incorporated by reference, mutatis mutandis , as if fully set forth herein.

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Project Moon (PF)

Reaffirmation of Guaranty

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the day and year first above written.

Solely with respect to the Continuing Guaranty:

[ Signature Page to Reaffirmation of Guaranty (PF) ]

Solely with respect to the HAT I Limited Guaranty:

[ Signature Page to Reaffirmation of Guaranty (PF) ]

Solely with respect to the HAT II Limited Guaranty:

[ Signature Page to Reaffirmation of Guaranty (PF) ]

[ Signature Page to Reaffirmation of Guaranty (PF) ]