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SUNEDISON, INC. filed this Form S-3ASR on 09/09/2013
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SunEdison, Inc.

September 9, 2013

Page 7


or any collateral, elects remedies that may impair the subrogation rights of the surety or guarantor against the principal or that may impair the value of any collateral, fails to accord the surety or guarantor the protections afforded a debtor under Division 9 of the California UCC or otherwise takes any action that prejudices the surety or guarantor unless, in any such case, the surety or guarantor validly waives such rights or the consequences of any such action. See e.g. California Civil Code Sections 2799 through 2855; California UCC Section 9602; Sumitomo Bank of California v. Iwanski, 70 Cal. 2d 81, 73 Cal. Rptr. 564 (1968); Union Bank v. Gradsky, 265 Cal. App. 2d 40, 71 Cal. Rptr. 63 (1968). While express and specific waivers of a surety’s or guarantor’s right to be exonerated are generally enforceable under California law, we express no opinion as to whether the guarantees under the Indenture contain an express or specific waiver of such exoneration defense a surety or guarantor might assert or as to whether each of the waivers contained in the guarantees under the Indenture is fully enforceable.

We express no opinion with respect to the enforceability of: (i) consents to, or restrictions upon, judicial relief or jurisdiction or venue; (ii) waivers of rights or defenses with respect to stay, extension or usury laws; (iii) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or at law, or other procedural rights; (iv) waivers of broadly or vaguely stated rights; (v) provisions for exclusivity, election or cumulation of rights or remedies; (vi) provisions authorizing or validating conclusive or discretionary determinations; (vii) grants of setoff rights; (viii) provisions for the payment of attorneys’ fees where such payment is contrary to law or public policy; (ix) proxies, powers and trusts; (x) restrictions upon non-written modifications and waivers; (xi) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property; (xii) any provision to the extent it requires any party to indemnify any other person against loss in obtaining the currency due following a court judgment in another currency; and (xiii) provisions for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to the extent such provisions are deemed to constitute a penalty. In addition, we express no opinion with respect to (i) whether acceleration of the Debt Securities may affect the collectability of that portion of the stated principal amount thereof that might be determined to constitute unearned interest thereon, (ii) compliance with laws relating to permissible rates of interest or (iii) the creation, validity, perfection or priority of any security interest or lien.

To the extent that the obligations of the Company under the Indentures, Deposit Agreements, Warrant Agreements, Purchase Contract Agreements or Subscription Rights Agreements (collectively, the “Securities Agreements”) may be dependent on such matters, we assume for purposes of this opinion that the applicable Trustee, Warrant Agent, Depositary, Purchase Contract Agent or Rights Agent (each an “Agent” and collectively, the “Agents”) is duly organized, validly existing and in good standing under the laws of its jurisdiction of