parties pertaining to the subject matter of this letter. For the avoidance of doubt, except for the July 5 Letter, this letter does not supersede the terms of equity agreements and plans that, as modified where applicable, are referenced herein, and the definitions of Cause and Good Reason used herein are only to be applied to the vesting of the awards under the Existing Grant Agreements.
(b) No Other Amendments. Except as expressly set forth in this letter agreement, the Existing Grant Agreements shall remain in full force and effect and shall not be deemed amended or modified in any way.
(c) Governing Law. All questions concerning the construction, validity and interpretation of this letter agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof.
(d) Counterparts. This letter may be executed as counterparts, each of which will constitute an original and all of which, when taken together, will constitute one agreement.
(e) Severability. The invalidity or unenforceability of any provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of any provision of this Agreement in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.
(f) No Right to Employment. Nothing in this Agreement shall interfere with or limit in any way the right of any SunEdison Company or any TerraForm Company to terminate the Participant’s employment or service at any time, for any reason and with or without Cause.
(g) Binding Agreement; Assignment. This letter agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with the provisions of the Existing Grant Agreements) any part of this Agreement without the prior express written consent of the Company.
* * *
Very truly yours,
/s/ Peter Blackmore_______
TerraForm Power, Inc.
Chairman and Interim Chief Executive Officer
Acknowledged and agreed:
/s/ Rebecca Cranna__________
Name: Rebecca Cranna
TerraForm Power • 7550 Wisconsin Avenue, 9th Floor • Bethesda, Maryland 20814 • www.terraform.com