|TERRAFORM POWER, INC. filed this Form 10-K on 03/07/2018|
(Name of Applicant)
(Name/Title of Signatory/-ies)
standby letter of credit agreement
In consideration of your opening at our request a standby letter of credit, the terms of which appear on the reverse hereof, we hereby agree with you as follows:
We will pay you on or before the applicable Reimbursement Due Date in lawful money of the United States of America all monies paid by you under or pursuant to said letter of credit, together with interest, commission and all customary charges; we also authorize you to charge any of our accounts with you for all monies so paid or for which you become liable under said letter of credit and we agree, at least forty-five (45) days after the same is due, to provide you with funds to meet all disbursements or payments of any kind or character, together with commission, interest and charges which you have paid or to which you are entitled under or pursuant to said letter of credit.
Neither you nor your correspondents shall be in any way responsible for performance by any beneficiary of its obligations to us, nor for the form, sufficiency, correctness, genuineness, authority of person signing, falsification or legal effect of any documents called for under said letter of credit if such documents on their face appear to be in order.
Subject to the law and customs and practices existing in the area where the beneficiary is located, said letter of credit shall be subject to, and performance by you, your correspondent and the beneficiary thereunder shall be governed by the International Standby Practices, International Chamber of Commerce Publication No. 590 (“ISP98”) or Uniform Customs and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce Publication No. 600 (The “UCP”).
It is agreed that all directions and correspondence relating to the said letter of credit are to be sent at our risk and that you do not assume any responsibility for any inaccuracy, interruption, error or delay in transmission or delivery by post, telex or other electronic medium, or for any inaccuracy of translation.
The undersigned agree that at all times now and hereafter they will indemnify and save you harmless from and against all loss or damage to you arising in connection with said letter of credit, unless due to negligence on your part, and all costs, charges and expenses and all actions or suits, whether groundless or otherwise, including reasonable and documented counsel fees, it being the purpose of this agreement to fully protect you in the premises.
The execution, delivery and performance of this agreement, and the appointment of the undersigned to execute this agreement on behalf of the Applicant, are within the Applicant’s (or each Applicant’s) power and have been duly authorized by all necessary action.