SunEdison Canada, LLC AMENDED AND RESTATED OPERATING AGREEMENT

Exhibit 3.22

SunEdison Canada, LLC

AMENDED AND RESTATED OPERATING AGREEMENT

This Amended and Restated Operating Agreement (“Agreement”) of SunEdison Canada, LLC, a Delaware limited liability company (“Company”), is made and entered into as of July 28, 2009 by and between Company and Sun Edison LLC, a Delaware limited liability company, as the sole member of the Company (“Member”) pursuant to the Delaware Limited Liability Company Act, Title 6, Ch. 18, §§ 18-101 et seq. (“Act”). The Company has operated pursuant to that certain Operating Agreement dated July 11, 2007. The member wishes to amend and restate the Operating Agreement as set forth herein. For and in consideration of the mutual covenants contained in this Agreement, Company and Member hereby agree as follows:

1. The address of Company’s registered office in the State of Delaware is 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000.

2. The name and business address of the agent for service of process in the State of Delaware is The Corporation Trust Company, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxx of Xxx Xxxxxx, Xxxxxxxx 00000.

3. The purpose of Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Act.

4. Company shall be managed by Member (“Manager”).

5. Manager shall promptly make, or arrange to make, such filings as he or she believes necessary or as are required by applicable law to give effect to the provisions of this Agreement and to cause Company to be treated as a limited liability company under the laws of the State of Delaware.

6. Member has assumed the capital account as set forth in the books and records of Company. Member holds a 100% ownership interest in the Company.

7. Ownership Interest Certificate

a. The ownership interest in Company shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware (the “DE UCC”), and shall be evidenced by a certificate in the form attached hereto as Exhibit A, which certificate shall be signed by Manager or other authorized officer of Company. The certificated ownership interest shall be in registered form within the meaning of Article 8 of the UCC and shall bear a legend in substantially the following form: “This certifies that _____________________ is the owner of a fully paid and non-assessable ownership interest in the Company consisting of a ____% ownership interest, all as set forth in the Operating Agreement. This certificate, including the rights attendant thereto, shall be a security governed by Article 8 of the Delaware Uniform Commercial Code.”

b. Company shall issue a new certificate to replace a certificate theretofore issued and alleged to have been lost, destroyed or wrongfully taken, if the owner or the owner’s legal representative: (i) requests replacement thereof in writing; (ii) files with Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of the certificate; and (iii) satisfies such other terms and conditions as Company may from time to time prescribe.

8. Company’s existence as a limited liability company is perpetual.

9. Company shall indemnify and hold harmless Manager from and against any and all claims and demands whatsoever.

10. In all other respects, the business and affairs of Company shall be governed by the provisions of the Act.

11. This is the entire Agreement of Company by the undersigned and may be amended only in writing.

[The remainder of this page is intentionally left blank. Signature page follows.]

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IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the day and date first set forth above.

SUN EDISON LLC
By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Director of Energy, Asst. General Counsel

SUNEDISON CANADA, LLC By: Sun Edison LLC, its sole member and manager
By:		/s/ Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Director of Energy, Asst. General Counsel

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EXHIBIT A

Ownership Interest Certificate

A-1

SunEdison Canada, LLC

A Delaware Limited Liability Company

No. 1 100% Ownership Interest

THIS CERTIFIES THAT Sun Edison LLC holds a one-hundred percent (100%) ownership interest in SunEdison Canada, LLC, a Delaware limited liability company (“Company”), transferable only on the books of the Company by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed.

The ownership interest represented by this Certificate has not been registered and may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Securities Act of 1933, as amended (“Act”), or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company.

Transfer of this ownership interest is subject to restrictions set forth in the Operating Agreement of the Limited Liability Company, dated as of July 11, 2007 by and between Company and Sun Edison LLC, a Delaware limited liability company, as the sole member of Company (“Operating Agreement”)

THIS CERTIFIES THAT SUN EDISON LLC IS THE OWNER OF A FULLY PAID AND NON-ASSESSABLE OWNERSHIP INTEREST IN COMPANY CONSISTING OF A 100% OWNERSHIP INTEREST, ALL AS SET FORTH IN THE OPERATING AGREEMENT. THIS CERTIFICATE, INCLUDING THE RIGHTS ATTENDANT THERETO, SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE DELAWARE UNIFORM COMMERCIAL CODE.

The Company will furnish without charge to each ownership interest holder, upon request, a copy of the Operating Agreement which sets forth the powers, designations, preferences and relative participation rights of ownership interest holders and the qualifications, limitations or restrictions of such rights except as otherwise provided by Delaware law.

IN WITNESS WHEREOF, the said Company has caused this Certificate to be signed by its duly authorized representative(s).

Dated: July 28, 0000

XxxXxxxxx Xxxxxx, LLC By: Sun Edison LLC, its sole member and manager
		/s/    Xxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx
Title:		Director of Energy, Asst. General Counsel

A-2