6-K - BEPC - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2024

Commission file number 001-39355

BROOKFIELD RENEWABLE CORPORATION

(Exact name of Registrant as specified in its charter)

250 VeseyStreet, 15th Floor

New York, New York 10281

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXHIBIT LIST

Exhibit	Title
99.1	Third Amendment to the Fifth Amended and Restated Master Services Agreement, dated December <br>24, 2024, among Brookfield Corporation, Brookfield Renewable Partners L.P., Brookfield Renewable Energy L.P. and others.
99.2	Rights Agreement, dated December 24, 2024, between Brookfield Corporation and Wilmington Trust, National Association.
99.3	Registration Rights Agreement, dated December 24, 2024, among Brookfield Corporation, Brookfield Renewable Corporation and Brookfield Renewable Partners L.P.
99.4	Pairing Agreement, dated December 24, 2024, among Brookfield Renewable Corporation, Brookfield Renewable Holdings Corporation and Brookfield Renewable Partners L.P.
99.5	Option Agreement, dated December 24, 2024, by and between Brookfield BRP Canada Corp. and Brookfield Renewable Corporation.
99.6	Option Agreement, dated December 24, 2024, by and between Brookfield BRP Holdings (Canada) Inc. and Brookfield Renewable Corporation.
99.7	Amended and Restated Equity Commitment Agreement, dated December 24, 2024 among Brookfield BRP Holdings (Canada) Inc., Brookfield Renewable Corporation and Brookfield Renewable Holdings Corporation.
99.8	Subordinate Credit Agreement, dated December 24, 2024, between Brookfield Renewable Corporation as Borrower and Brookfield BRP Holdings (Canada) Inc. as Lender.
99.9	First Amending Agreement, dated June 1, 2024, to the Amended and Restated Subordinated Credit Agreement between Brookfield BRP Holdings (Canada) Inc. as Borrower and BEP Subco Inc. as Lender.
99.10	First Amending Agreement, dated June 1, 2024, to the Amended and Restated Subordinated Credit Agreement between BEP Subco Inc. as Borrower and Brookfield BRP Holdings (Canada) Inc. as Lender.
99.11	Voting Agreement, dated December 24, 2024, between Brookfield Corporation and Brookfield Wealth Solutions Ltd.
99.12	Notice of Articles and Articles of Brookfield Renewable Corporation.
99.13	Form of Articles of Brookfield Renewable Holdings Corporation.
99.14	Code of Business Conduct and Ethics.
99.15	Notice of Change in Corporate Structure of Brookfield Renewable Corporation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BROOKFIELD RENEWABLE CORPORATION
Date: December 27, 2024	By:	/s/ Jennifer Mazin
		Name: Jennifer Mazin
		Title: General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

BROOKFIELD RENEWABLE PARTNERS L.P.

THIRD AMENDMENT TO THE

FIFTH AMENDED AND RESTATED MASTER SERVICES AGREEMENT

THIS AMENDMENT (this “Amendment”) to the Fifth Amended and Restated Master Services Agreement dated as of May 5, 2023, as amended, among Brookfield Corporation, Brookfield Renewable Partners L.P. (“BEP”) and the other parties thereto (the “Agreement”) is made as of December 24, 2024 by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

WHEREAS, on the date hereof Brookfield Renewable Holdings Corporation (previously, Brookfield Renewable Corporation) (“BEPC Holdings”) has completed a plan of arrangement (the “Arrangement”) pursuant to which, amongst other things, (i) public holders of class A exchangeable subordinate voting shares (the “Old Exchangeable Shares”) of BEPC Holdings received one (1) class A exchangeable subordinate voting share (each, a “Exchangeable Share”) of Brookfield Renewable Corporation (previously, 1505127 B.C. Ltd.) (“New BEPC”) in exchange for each Old Exchangeable Share held and (ii) all of the issued and outstanding Old Exchangeable Shares were transferred by New BEPC to BEPC Holdings in exchange for class A.1 exchangeable subordinate voting shares of BEPC Holdings and cancelled;

AND WHEREAS, the Exchangeable Shares are structured with the intention of providing holders with an economic return equivalent to the limited partnership units of BEP (“BEP Units”), including identical distributions, and are exchangeable for BEP Units on a one-for-one basis (subject to adjustment) (or for the cash equivalent, at the election of New BEPC) in accordance with the terms of the Exchangeable Shares;

AND WHEREAS, the parties desire to amend the Agreement in connection with the Arrangement to reflect the addition of New BEPC as a Service Recipient and make certain other amendments to the terms and conditions of the Agreement as set out herein;

NOWTHEREFORE,

1.	Amendments to Article 1

Section 1.1 is hereby amended by adding the following definitions:

1.1.27.1 “Class A.2 Shares” means class A.2 exchangeable non-voting shares of BEPC Holdings;

1.1.57.1 “New BEPC” means Brookfield Renewable Corporation (previously, 1505127 B.C. Ltd.);

Section 1.1.16 is hereby deleted in its entirety and replaced with the following:

1.1.16 “BEPC Holdings” means Brookfield Renewable Holdings Corporation (previously, Brookfield Renewable Corporation);

Section 1.1.34 is hereby deleted in its entirety and replaced with the following:

1.1.34 “Exchangeable Shares” means class A exchangeable subordinate voting shares in the capital of New BEPC;

Section 1.1.81 is hereby deleted in its entirety and replaced with the following:

1.1.81 “Total Capitalization Value” means, in any Quarter, the sum of (i) the Fair Market Value of a Unit multiplied by the number of Units issued and outstanding on the last trading day of the Quarter (assuming full conversion of any limited partnership interests held by any member of the Brookfield Group in BRELP into Units), plus (ii) for each class or series of Security (and ensuring no double counting) the Fair Market Value of a Security of such class or series multiplied by the number of Securities of such class or series issued and outstanding on the last trading day of the Quarter (calculated on a fully-diluted basis and, for the avoidance of doubt, assuming full conversion of any Class A.2 Shares into Exchangeable Shares), plus (iii) the principal amount of all debt not captured by paragraph (ii) of this Section 1.1.81 owed by each Service Recipient (excluding for this purpose any Operating Entity) on the last trading day of the Quarter to any Person that is not a member of the BEP Group, which debt has recourse to any Service Recipient, less any amount of cash held by all Service Recipients (excluding for this purpose any Operating Entity) on such day;

2.	Amendments to Article 7

Article 7.5.3 is hereby deleted in its entirety and replaced with the following:

7.5.3 BEP will reimburse Brookfield for any and all amounts actually paid to the rights agent (i) pursuant to the Rights Agreement between Brookfield and Wilmington Trust, National Association, dated as of December 24, 2024 (the “Rights Agreement”), including, but not limited to, in respect of services rendered, out-of-pocket expenses, counsel fees and other disbursements incurred in the administration and execution of the Rights Agreement and the exercise and performance of the rights agent’s duties thereunder, and (ii) in respect of any indemnification provided to the rights agent pursuant to the Rights Agreement.

3.	Amendments to Article 8

Section 8.2 is hereby deleted in its entirety and replaced with the following:

8.2 Prior to the issuance by New BEPC of any Exchangeable Shares, New BEPC shall obtain the written consent of Brookfield, which consent shall be provided or withheld in Brookfield’s sole discretion, provided that Brookfield shall deliver its written decision on whether or not to provide such consent within 10 Business Days of receiving a written request from New BEPC, in respect of such issuance. Brookfield shall be entitled to such consent right for as long as Brookfield is a party to the Rights Agreement and the Rights Agreement remains in full force and effect.

4.	Effective Date

This Amendment shall be effective upon the date first written above.

5.	Governing Law

This Amendment shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

6.	General
(a)	Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect.<br>
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(b)	This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original<br>and all of which shall be construed together as one agreement.
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[Remainder of this page left blank intentionally.]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

BROOKFIELD CORPORATION
By:	/s/ Swati Mandava
	Name: Swati Mandava<br> <br>Title: Managing Director,<br>Legal & Regulatory
BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner BROOKFIELD RENEWABLE PARTNERS LIMITED
By:	/s/ James Bodi
	Name: James Bodi<br> <br>Title: President
BROOKFIELD RENEWABLE ENERGY L.P., by its general partner, BREP HOLDING L.P., by its general partner, BRP BERMUDA GP LIMITED
By:	/s/ James Bodi
	Name: James Bodi<br> <br>Title: President
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA) L.P., by its general partner, BROOKFIELD INFRASTRUCTURE GP ULC
By:	/s/ Carl Ching
	Name: Carl Ching<br> <br>Title: Senior Vice<br>President

[Signature Page – BEPC Amendment to the Master Service Agreement]

BROOKFIELD GLOBAL RENEWABLE ENERGY ADVISOR LIMITED
By:	/s/ Philippa Elder
	Name: Philippa Elder<br> <br>Title:<br>Director
BROOKFIELD PRIVATE CAPITAL (DIFC) LIMITED
By:	/s/ Philippa Elder
	Name: Philippa Elder<br> <br>Title:<br>Director
BROOKFIELD CANADA RENEWABLE MANAGER LP, by its general partner, 1388435 B.C. UNLIMITED LIABILITY COMPANY
By:	/s/ Jennifer Mazin
	Name: Jennifer Mazin<br> <br>Title: General Counsel and<br>Corporate Secretary
BROOKFIELD RENEWABLE ENERGY GROUP LLC
By:	/s/ Jennifer Ritchie
	Name: Jennifer Ritchie<br> <br>Title: Senior Vice<br>President

[Signature Page – BEPC Amendment to the Master Service Agreement]

BROOKFIELD BRP HOLDINGS (CANADA) INC.
By:	/s/ Jennifer Mazin
	Name: Jennifer Mazin<br> <br>Title: General Counsel and<br>Corporate Secretary
BRP BERMUDA HOLDINGS I LIMITED
By:	/s/ James Bodi
	Name: James Bodi<br> <br>Title: President
BROOKFIELD BRP CANADA CORP.
By:	/s/ Michael Tebbutt
	Name: Michael Tebbutt<br> <br>Title: Chief Financial<br>Officer
By:	/s/ William Fyfe
	Name: William Fyfe<br> <br>Title: Senior Vice<br>President & Secretary
BROOKFIELD BRP HOLDINGS (US) INC.
By:	/s/ Michael Tebbutt
	Name: Michael Tebbutt<br> <br>Title: Chief Financial<br>Officer & Treasurer

[Signature Page – BEPC Amendment to the Master Service Agreement]

BROOKFIELD BRP OPE HOLDINGS (BERMUDA) LIMITED
By:

BROOKFIELD RENEWABLE POWER PREFERRED EQUITY INC.
By:

BROOKFIELD RENEWABLE PARTNERS ULC
By:

BROOKFIELD POWER US ASSET MANAGEMENT LLC
By:

All values are in Euros.

[Signature Page – BEPC Amendment to the Master Service Agreement]

BROOKFIELD RENEWABLE CORPORATION
By:	/s/ Jennifer Mazin
	Name: Jennifer Mazin<br> <br>Title: General Counsel and<br>Corporate Secretary
BROOKFIELD RENEWABLE HOLDINGS CORPORATION
By:	/s/ Jennifer Mazin
	Name: Jennifer Mazin<br> <br>Title: General Counsel and<br>Corporate Secretary

[Signature Page – BEPC Amendment to the Master Service Agreement]

EX-99.2

Exhibit 99.2

BROOKFIELD CORPORATION

and

WILMINGTON TRUST, NATIONAL ASSOCIATION

Rights Agent

RIGHTS AGREEMENT

Dated as of December 24, 2024

TABLE OF CONTENTS


Section 1.	Certain Definitions	2
Section 2.	Appointment of Rights Agent	5
Section 3.	Secondary Exchange Rights	6
Section 4.	Satisfaction of Secondary Exchange Rights	6
Section 5.	Exercise of Rights	10
Section 6.	Confirmation Procedures	10
Section 7.	BEP Units Record Date	11
Section 8.	Collateral Account	11
Section 9.	Registration of BEP Unit Resales	14
Section 10.	Concerning BN	15
Section 11.	Rights of Action	16
Section 12.	Concerning the Rights Agent	17
Section 13.	Merger or Consolidation or Change of Name of Rights Agent	17
Section 14.	Duties of Rights Agent	18
Section 15.	Change of Rights Agent	22
Section 16.	Notices	22
Section 17.	Supplements and Amendments	23
Section 18.	Successors	24
Section 19.	Benefits of this Agreement; Entire Agreement	24
Section 20.	Severability	24
Section 21.	Governing Law; Forum Selection	24
Section 22.	Counterparts	25
Section 23.	Descriptive Headings	25
Section 24.	Term	25
Section 25.	Administration; Termination	25
Section 26.	No Waiver; Cumulative Rights	25
Section 27.	Fractional Units	26
Section 28.	Book Entry	26

RIGHTS AGREEMENT

This Rights Agreement (this “Agreement”) is dated as of December 24, 2024 between Brookfield Corporation, a corporation existing under the laws of Ontario, Canada (“BN”), and Wilmington Trust, National Association (the “Rights Agent”).

WHEREAS, on July 30, 2020, Brookfield Renewable Partners L.P. (“BEP”) distributed class A exchangeable subordinate voting shares (the “Old Class A Shares”) of Brookfield Renewable Holdings Corporation (previously, Brookfield Renewable Corporation) (“BRHC”) to the holders of BEP Units pursuant to a special distribution, and additionally to BN and its subsidiaries, and in connection therewith BN and the Rights Agent entered into a rights agreement dated July 30, 2020 (the “Initial Rights Agreement”);

WHEREAS, on December 24, 2024, BRHC effected a plan of arrangement pursuant to which, amongst other things, (i) public holders of Old Class A Shares received one (1) class A exchangeable subordinate voting share (each, a “Class A Share”) of Brookfield Renewable Corporation (previously, 1505127 B.C. Ltd.) (the “Company”) for each Old Class A Share held and transferred to the Company and (ii) all of the issued and outstanding Old Class A Shares were cancelled, upon the transfer of such Old Class A Shares by the Company in exchange for class A.1 exchangeable subordinate voting shares of BRHC, following which the Initial Rights Agreement automatically terminates in accordance with its terms;

WHEREAS, certain affiliates of BN became service providers to the Company pursuant to an amendment to the amended and restated master services agreement among BN, BEP, the Company, BRHC and the other parties thereto (the “Master Services Agreement”), which amendment became effective as of December 24, 2024;

WHEREAS, pursuant to the terms of the Company’s Articles, each Class A Shareholder will have the right (the “ExchangeRight”) to require the Company to exchange all or a portion of the Class A Shares held by such Class A Shareholder (such Class A Shares being hereafter referred to as “Subject Class AShares” and such exchanging Class A Shareholder, the “Exchanging Class A Shareholder”) for the BEP Units Amount or the Cash Amount in accordance with the terms and conditions of the Company’s Articles;

WHEREAS, BEP may, in its sole and absolute discretion (including by means of a standing resolution adopted by the board of directors of the general partner of BEP, which may be amended or withdrawn at any time) elect to satisfy the Company’s Exchange Right obligation and acquire the Subject Class A Shares from such Exchanging Class A Shareholder in exchange for the BEP Units Amount or the Cash Amount, in accordance with the terms and conditions of the Company’s Articles;

WHEREAS, BN is willing to provide for the delivery of the BEP Units Amount or, in its sole election, the Cash Amount to satisfy the Class A Shareholders’ Secondary Exchange Right (as hereinafter defined) in the event that, in connection with any Subject Class A Shares, (i) the Company has not satisfied its Exchange Right obligation under the Company’s Articles by delivering the BEP Units Amount or Cash Amount on the Specified Exchange Date (as hereinafter defined) and (ii) BEP has not, upon its election in its sole and absolute discretion, acquired such Subject Class A Shares from the Exchanging Class A Shareholder in exchange for the delivery of the BEP Units Amount or the Cash Amount pursuant to the Company’s Articles on the Specified Exchange Date;

WHEREAS, the Rights Agent desires to serve as agent for the Class A Shareholders with respect to the administration of the Secondary Exchange Rights; and

WHEREAS, BN and the Rights Agent desire to set forth their rights and obligations with respect to the Secondary Exchange Rights and the delivery of the BEP Units Amount or, at BN’s sole election, the Cash Amount in satisfaction of the Secondary Exchange Rights.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

Section 1. Certain Definitions.

For purposes of this Agreement, the following terms have the meanings indicated:

“Affiliate” shall have the meaning ascribed thereto in Rule 12b-2 of the General Rules and Regulations under the Exchange Act, as in effect on the date of this Agreement, including, for the avoidance of doubt, any future Affiliates.

“Agreement” shall have the meaning set forth in the recitals.

“Applicable Procedures” means, with respect to any transfer of securities that are held through DTC or another Depositary, the rules and procedures of DTC or such other Depositary, as applicable, that apply to such transfer or exchange.

“BEP” shall have the meaning set forth in the recitals.

“BEP Unit” shall mean a limited partnership interest in BEP representing a fractional part of all the limited partner interests in BEP as outstanding on the date hereof (or any other class of equity security of BEP into which the limited partnership interests in BEP may be converted after the date hereof), which is designated as a “Unit”, and shall include any limited partnership interest or other equity interest of BEP or any successor to BEP into which such BEP Unit is converted or for which such Unit is exchanged.

“BEP Unit Convertible” shall mean any security, other than the Class A Shares, convertible into or redeemable for BEP Unit(s), provided such conversion or redemption right is freely and immediately exercisable by the holder thereof at any time, including, for the avoidance of doubt and without limitation, redemption-exchange units of Brookfield Renewable L.P.

“BEP Unit Release Price” shall mean, as of the date of withdrawal of any BEP Unit or BEP Unit Convertible from the Collateral Account, an amount in cash or Cash Equivalents equal to one hundred and fifty percent (150%) of the BEP Unit Value of such BEP Units or the BEP Unit Value of the number of BEP Units into which such BEP Unit Convertible may be converted or redeemed for, as of such date.

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“BEP Unit Value” shall have the meaning as provided in the Company’s Articles.

“BEP Units Amount” shall have the meaning as provided in the Company’s Articles.

“BN” shall have the meaning set forth in the recitals.

“BRHC” shall have the meaning set forth in the recitals.

“Business Day” shall mean any day other than a Saturday, Sunday, or a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close.

“Cash Amount” shall have the meaning as provided in the Company’s Articles.

“Cash Equivalents” shall mean (i) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition, (ii) readily marketable direct obligations issued by any state of the United States or any political subdivision of any such state maturing within one year from the date of acquisition thereof and having one of the two highest ratings obtainable from either S&P or Moody’s, (iii) dollar denominated time deposits, certificates of deposit and bankers acceptances of any commercial bank having, or which is the principal banking subsidiary of a bank holding company having, a combined capital and surplus of at least $1,000,000,000 with maturities of not more than one year from the date of acquisition, (iv) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clause (i) above entered into with any bank meeting the qualifications specified in clause (iii) above, and (v) investments in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (i) through (iv) above.

“Class A Shareholder” shall mean any holder of at least one Class A Share.

“Class A Shares” shall have the meaning set forth in the recitals.

“Close of Business” on any given date shall mean 5:00 P.M., New York City time, on such date; provided, however, that if such date is not a Business Day it shall mean 5:00 P.M., New York City time, on the next succeeding Business Day.

“Collateral Account” shall have the meaning as provided in Section 8.

“Collateral Account Balance” shall mean the aggregate of the Collateral Account BEP Unit Balance and the Collateral Account Cash Balance.

“Collateral Account BEP Unit Balance” shall mean, as of any date, (i) the number of BEP Units in the Collateral Account plus (ii) the number of BEP Units issuable upon conversion or redemption of BEP Unit Convertibles in the Collateral Account as of such date.

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“Collateral Account Cash Balance” shall mean, as of any date, a number of BEP Units (rounded down to the nearest whole unit) equal to the quotient of (i) the aggregate amount of cash and Cash Equivalents in the Collateral Account divided by (ii) the BEP Unit Value as of such date; provided that for purposes of Section 8(d) and Section 8(e), the Collateral Account Cash Balance shall equal the aggregate amount of cash and Cash Equivalents in the Collateral Account as of such date.

“Company” shall have the meaning set forth in the recitals.

“Company Notice” shall mean a written notice in substantially the form attached hereto as Exhibit D-1 delivered by the Company to the Rights Agent, BEP and BN, with respect to any Subject Class A Share, stating that (i) the Company has not satisfied its obligation under sections 26.12 and 26.14 of the Company’s Articles with respect to such Subject Class A Share by delivering the Cash Amount or BEP Units Amount on the applicable Specified Exchange Date and (ii) BEP has not, upon its election in its sole and absolute discretion, acquired such Subject Class A Share from the Exchanging Class A Shareholder and delivered the BEP Units Amount or Cash Amount in exchange therefor pursuant to section 26.24 of the Company’s Articles on the Specified Exchange Date.

“Company’s Articles” means the Articles of Incorporation of the Company in the form attached hereto as Exhibit A, as amended from time to time following the date hereof in accordance with its terms.

“Conversion Factor” shall have the meaning as provided in the Company’s Articles.

“Depositary” means a clearing agency registered under the Exchange Act.

“DTC” means The Depository Trust Company.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Exchange Right” shall have the meaning set forth in the recitals.

“Exchanging Class A Shareholder” shall have the meaning set forth in the recitals.

“Exchanging Class A Shareholder Notice” shall mean a written notice in substantially the form attached hereto as Exhibit D-2 delivered by a Class A Shareholder to the Rights Agent and BN and containing a medallion guarantee, with respect to any Subject Class A Share, that (i) the Company has not satisfied its obligation under sections 26.12 and 26.14 of the Company’s Articles by delivering the BEP Units Amount or Cash Amount on the applicable Specified Exchange Date and (ii) BEP has not, upon its election in its sole and absolute discretion, acquired such Subject Class A Share from the Exchanging Class A Shareholder and delivered the BEP Units Amount or Cash Amount in exchange therefor pursuant to section 26.24 of the Company’s Articles on the applicable Specified Exchange Date.

“Master Services Agreement” shall have the meaning set forth in the recitals.

“Old Class A Shares” shall have the meaning set forth in the recitals.

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“Participant” means, with respect to a Depositary, a Person who has an account with the Depositary.

“Person” shall mean any individual, firm, corporation, partnership, limited partnership, limited liability partnership, business trust, limited liability company, unincorporated association or other entity, and shall include any successor (by merger or otherwise) of such entity.

“Received Class A Share Account” shall have the meaning as provided in Section 4(c).

“Registered BEP Unit” shall have the meaning set forth in Section 9.

“Required Collateral Account Balance” shall mean, as of a particular date, a number of BEP Units equal to the product of (i) the total number of Class A Shares outstanding on such date, excluding Class A Shares owned by BN or its Affiliates, multiplied by (ii) the Conversion Factor in effect on such date.

“Required Collateral Account Cash Balance” shall mean, as of a particular date, the product of (i)(a) the Required Collateral Account Balance minus (b) the Collateral Account BEP Unit Balance, multiplied by (ii) one hundred and twenty-five percent (125%) of the BEP Unit Value as of such date.

“Rights Agent” shall have the meaning set forth in the recitals.

“Secondary Exchange Right” shall have the meaning as provided in the Company’s Articles.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Specified Exchange Date” shall have the meaning as provided in the Company’s Articles.

“Subject Class A Shares” shall have the meaning set forth in the recitals.

Section 2. Appointment of Rights Agent.

The Rights Agent is hereby appointed to act as agent for the holders of the Secondary Exchange Rights, as a class and not individually, in accordance with the express terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The obligations of the Rights Agent hereunder shall become effective as of the date hereof. The Rights Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document (including, without limitation, the Company’s Articles or the Class A Shares) other than this Agreement, except to the extent that defined terms set forth in the Company’s Articles are expressly incorporated herein, whether or not an original or a copy of such agreement, instrument, or document has been provided to the Rights Agent; and the Rights Agent shall have no duty to know or inquire as to the performance or nonperformance of any provision of any such agreement, instrument, or document. Except to the extent that defined terms set forth in the Company’s Articles are expressly incorporated herein, references in this Agreement to any other agreement, instrument, or document are for the convenience of the parties and the Rights Agent has no duties or obligations with respect thereto.

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Section 3. Secondary Exchange Rights.

(a) The Secondary Exchange Rights are a part of the terms of the Class A Shares and shall not be transferred or assigned separate or apart from the Class A Shares. The Secondary Exchange Rights shall not be separately evidenced. Any sale, transfer, assignment or other disposition of a Class A Share shall also constitute the sale, transfer, assignment or other disposition of the Secondary Exchange Rights associated with such Class A Share.

(b) Physical certificates for Class A Shares, if any, which become outstanding prior to the Close of Business on the date of termination of this Agreement in accordance with Section 24 shall have impressed on, printed on, written on or otherwise affixed to them the following legend:

This certificate also evidences and entitles the holder hereof to certain Secondary Exchange Rights as set forth in a Rights Agreement between Brookfield Corporation and Wilmington Trust, National Association, as Rights Agent, dated as of December 24, 2024, as it may from time to time be amended or supplemented pursuant to its terms (the “Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. The Company will mail to the holder of this certificate a copy of the Agreement without charge after receipt of a written request therefor. The Secondary Exchange Rights are a part of the terms of the Class A Shares and shall not be transferred or assigned separate or apart from the Class A Shares.

Notwithstanding this Section 3(b), the omission of a legend shall not affect the enforceability of any part of this Agreement or the rights of any holder of the Secondary Exchange Rights.

Section 4. Satisfaction of Secondary Exchange Rights.

(a) BN hereby agrees to satisfy, or cause to be satisfied, the obligations with respect to the Secondary Exchange Rights contained in the Company’s Articles in accordance with the terms of this Agreement in the event that, in connection with any Subject Class A Share, (i) the Company has not satisfied its obligation under sections 26.12 and 26.14 of the Company’s Articles by delivering the BEP Units Amount or Cash Amount on the applicable Specified Exchange Date and (ii) BEP has not, upon its election in its sole and absolute discretion, acquired such Subject Class A Share from the Exchanging Class A Shareholder and delivered the BEP Units Amount or Cash Amount in exchange therefor pursuant to section 26.24 of the Company’s Articles on the applicable Specified Exchange Date.

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(i) In accordance with the Company’s Articles, the Company is required to deliver a Company Notice, which shall be executed by an authorized signatory identified in Exhibit B-1 attached hereto (which exhibit may be updated by the Company from time to time in the Company’s reasonable discretion, provided that such update does not adversely affect any Class A Shareholder or its rights hereunder in any respect), to the Rights Agent and BN on the Specified Exchange Date if the conditions to the exercise of the Secondary Exchange Rights set forth in the immediately preceding sentence with respect to such Subject Class A Shares have been satisfied, which Company Notice shall set forth the BEP Units Amount and the Cash Amount for such Subject Class A Shares and any wire transfer or other delivery instructions necessary to permit the Rights Agent to transfer the BEP Units or the Cash Amount to the Exchanging Class A Shareholder and be in a format that is acceptable to the Rights Agent (determined by the Rights Agent acting reasonably and in good faith). If the Rights Agent shall not have received a signed written notice executed by an authorized signatory identified in Exhibit B-2 attached hereto from BN (which exhibit may be updated by BN from time to time in BN’s reasonable discretion, provided that such update does not adversely affect any Class A Shareholder or its rights hereunder in any respect) by the Close of Business on the Business Day immediately following the date the Rights Agent received the Company Notice, providing that BN has elected, in BN’s sole discretion, to fund the Cash Amount pursuant to Section 4(b) below, the Rights Agent shall exchange (in accordance with Section 4(e) below) such Subject Class A Shares for a number of BEP Units held in the Collateral Account equal to the BEP Units Amount for such Subject Class A Shares set forth in such Company Notice and promptly, and in any event within two Business Days following the receipt of the Company Notice and the Subject Class A Shares in the Received Class A Share Account pursuant to Section 4(c), deliver such BEP Units from the Collateral Account to the Exchanging Class A Shareholder; provided that if there shall not be enough BEP Units in the Collateral Account to satisfy the BEP Units Amount with respect to one or more of such Subject Class A Shares, the Rights Agent shall exchange each such Subject Class A Share for an amount of cash from the Collateral Account equal to the Cash Amount for such Subject Class A Share and promptly, and in any event within two Business Days of receipt of the Company Notice and the Subject Class A Shares in the Received Class A Share Account pursuant to Section 4(c), deliver the Cash Amount to the Exchanging Class A Shareholder. For the avoidance of doubt, if for any given exercise of the Secondary Exchange Rights under this Section 4 there are not enough BEP Units in the Collateral Account to satisfy the BEP Units Amount with respect to all Subject Class A Shares subject to such Secondary Exchange Right, the Rights Agent shall not cause any BEP Units to be exchanged with respect to any such Subject Class A Shares, and shall instead only deliver to the Exchanging Class A Shareholder the Cash Amount with respect to each such Subject Class A Share from the Collateral Account.

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(ii) In the event that, in connection with any Subject Class A Share, (i) the Company has not satisfied its obligation under sections 26.12 and 26.14 of the Company’s Articles by delivering the BEP Units Amount or Cash Amount on the applicable Specified Exchange Date and (ii) BEP has not, upon its election in its sole and absolute discretion, acquired such Subject Class A Share from the Exchanging Class A Shareholder and delivered the BEP Units Amount or Cash Amount in exchange therefor pursuant to section 26.24 of the Company’s Articles on the applicable Specified Exchange Date, the Exchanging Class A Shareholder shall have the right to deliver, or cause to be delivered, an original Exchanging Class A Shareholder Notice to the Rights Agent and BN, which Exchanging Class A Shareholder Notice shall set forth the number of such Subject Class A Shares and any wire transfer or other delivery instructions necessary to permit the Rights Agent to transfer the BEP Units Amount or the Cash Amount to the Exchanging Class A Shareholder and be in a format that is acceptable to the Rights Agent (determined by the Rights Agent acting reasonably and in good faith). As promptly as practicable and in any event on or prior to the Business Day immediately following the date of such Exchanging Class A Shareholder Notice, BN shall provide written notice to the Rights Agent, which notice shall (i) set forth the BEP Units Amount and the Cash Amount for such Subject Class A Shares subject to such Exchanging Class A Shareholder Notice and (ii) either (A) provide that BN has elected, in BN’s sole discretion, to fund the Cash Amount pursuant to Section 4(b) below with respect to such Subject Class A Shares, or (B) instruct the Rights Agent to exchange (in accordance with Section 4(c), and 4(e) below) each Subject Class A Share in accordance with this Section 4(a)(ii), it being understood that BN shall not be obligated to deliver such notice to the Rights Agent if it has determined in good faith that the conditions to the exercise of the Secondary Exchange Right set forth in Section 4(a) have not been satisfied. Upon receipt of an instruction by BN pursuant to clause (ii)(B) of the immediately preceding sentence and receipt of an original Exchanging Class A Shareholder Notice and the Subject Class A Shares in the Received Class A Share Account pursuant to Section 4(c), the Rights Agent shall exchange such Subject Class A Shares for a number of BEP Units held in the Collateral Account equal to the BEP Units Amount for such Subject Class A Shares set forth in such BN instructions and, on or prior to the second Business Day following receipt of such instruction from BN and receipt of an original Exchanging Class A Shareholder Notice, and the Subject Class A Shares in the Received Class A Share Account pursuant to Section 4(c), deliver such BEP Units from the Collateral Account to the Exchanging Class A Shareholder; provided that if there shall not be enough BEP Units in the Collateral Account to satisfy the BEP Units Amount with respect to one of more of such Subject Class A Shares, the Rights Agent shall exchange each such Subject Class A Share for an amount of cash from the Collateral Account equal to the Cash Amount for such Subject Class A Share and, on or prior to the second Business Day following receipt of such instruction from BN and receipt of an original Exchanging Class A Shareholder Notice, and the Subject Class A Shares in the Received Class A Share Account pursuant to Section 4(c), deliver the Cash Amount to the Exchanging Class A Shareholder. The Rights Agent shall not take any action under this Section 4(a)(ii) or otherwise upon receipt of an Exchanging Class A Shareholder Notice unless BN has instructed the Rights Agent to exchange any Subject Class A Share for a number of BEP Units or the Cash Amount, as applicable, as set forth in this Section 4(a)(ii).

(b) With respect to any Company Notice or Exchanging Class A Shareholder Notice, BN shall have the right, in its sole and absolute discretion, to elect that the Rights Agent exchange the Subject Class A Shares for the Cash Amount for each Subject Class A Share by providing written notice of such election to the Rights Agent on or prior to the Close of Business on the Business Day immediately following the date the Rights Agent received the Company Notice or Exchanging Class A Shareholder Notice, as applicable, in accordance with Section 4(a)(i) and Section 4(a)(ii), as applicable. In the event that BN shall make the election described in the immediately preceding sentence and there shall not be an amount of cash in the Collateral Account sufficient to exchange any such Subject Class A Share for the Cash Amount, BN shall deposit an amount of cash into the Collateral Account equal to the Cash Amount with respect to each such Subject Class A Share simultaneously with the delivery of the written notice set forth in the immediately preceding sentence. In the event that BN shall elect that the Rights Agent exchange the Subject Class A Shares for the Cash Amount pursuant to this Section 4(b), the Rights Agent shall deliver the Cash Amount for each Subject Class A Share from the Collateral Account to the Exchanging Class A Shareholder on or before the second Business Day following receipt of the written notice of such election from BN and receipt of an original Exchanging Class A Shareholder Notice (only if applicable per Section 4(a)(ii)) and the Subject Class A Shares in the Received Class A Share Account pursuant to Section 4(c).

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(c) BN shall establish a non-interest bearing trust account in the name of BN that will be administered by the Rights Agent for purposes of receiving any Subject Class A Shares exchanged pursuant to this Agreement (the “Received Class A Share Account”). Such Received Class A Share Account information is as set forth in Exhibits D-1 and D-2. Any Class A Shares received by the Rights Agent pursuant to Section 4(a) or Section 4(b) shall be delivered to the Received Class A Share Account. Any Class A Shares in the Received Class A Share Account shall be transferable to BN or, at BN’s direction, an Affiliate of BN which was the beneficial owner of the BEP Units transferred to the Exchanging Class A Shareholder, pursuant to delivery instructions provided by BN to the Rights Agent (which may be standing written instructions), and shall not be delivered into the Collateral Account, and thereafter BN or such Affiliate, as applicable, shall be the beneficial owner of such Class A Shares with all rights, powers, privileges and preferences appurtenant thereto, including, without limitation, the Exchange Right. Delivery to BN or such Affiliate pursuant to this Section 4(c) shall be accomplished by the Rights Agent instructing the transfer agent for the Class A Shares to record the transfer of the Class A Shares from the Received Class A Shares Account to, and the ownership thereof by, BN or such Affiliate in accordance with the Applicable Procedures. The Rights Agent shall provide BN with online access to view the Received Class A Share Account, which online interface shall be kept reasonably up-to-date by the Rights Agent.

(d) Notwithstanding anything to the contrary contained in this Agreement, BN shall be entitled to cause any of its Affiliates to take any action required to satisfy BN’s obligations with respect to the Secondary Exchange Rights or otherwise pursuant to this Agreement; provided that nothing other than full and complete payment and performance of such obligations shall relieve BN of such obligations.

(e) In connection with an Exchanging Class A Shareholder’s exercise of the Secondary Exchange Right with respect to any Subject Class A Shares held through DTC or another Depositary, such Exchanging Class A Shareholder shall deliver to the Rights Agent such Subject Class A Shares to the Received Class A Share Account pursuant to DTC’s or such other Depositary’s Applicable Procedures. In addition, such Exchanging Class A Shareholder shall deliver to the Rights Agent via email or other appropriate method of communication on the Business Day prior to the delivery of such Subject Class A Shares, a copy of such Exchanging Class A Shareholder’s Exchanging Class A Shareholder Notice; provided that the Rights Agent’s obligations pursuant to Section 4(a)(ii) shall not be affected by such Exchanging Class A Shareholder’s failure to so deliver a copy of such Exchanging Class A Shareholder Notice if such Exchanging Class A Shareholder’s original Exchanging Class A Shareholder Notice is received by the Rights Agent within two Business Days of the date that the Rights Agent receives such Subject Class A Shares pursuant to DTC’s or another Depositary’s Applicable Procedures. In connection with any transfer by an Exchanging Class A Shareholder of any Subject Class A Shares required by this Agreement which are not held through DTC or another Depositary, such Exchanging Class A Shareholder shall take all necessary action to cause such Subject Class A Shares to be delivered to the Received Class A Share Account.

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Section 5. Exercise of Rights.

The Rights Agent shall cause the BEP Units Amount delivered to any Exchanging Class A Shareholder pursuant to Section 4(a) to be delivered to or upon the order of the Exchanging Class A Shareholder, registered in such name or names as such Exchanging Class A Shareholder held such Subject Class A Shares (all as set forth in the Company Notice or the Exchanging Class A Shareholder Notice, as applicable).

Section 6. Confirmation Procedures.

(a) If the BEP Units Amount or the Cash Amount to be delivered pursuant to Section 4 above is to be delivered in a name other than that in which the Subject Class A Shares surrendered in exchange therefor are registered in the stock transfer books or ledger of the Company, the BEP Units Amount or the Cash Amount may be delivered to a Person other than the Person in whose name the Subject Class A Shares so surrendered are registered in the stock transfer books or ledger of the Company only if such Subject Class A Shares are properly endorsed and otherwise in proper form for surrender and transfer and the Person requesting such delivery has paid to BN (or any agent designated by BN) any transfer taxes reasonably expected to be required by reason of the payment of the BEP Units Amount or the Cash Amount to a Person other than the registered holder of such Subject Class A Shares, or established to the reasonable satisfaction of BN (or any agent designated by BN) that such transfer taxes have been paid or are otherwise not payable. Upon satisfaction of the condition in the immediately preceding sentence, BN shall instruct the Rights Agent in writing to deliver such BEP Units Amount or Cash Amount to such other Person. Unless the Rights Agent has received such written instruction from BN pursuant to the immediately preceding sentence prior to the delivery by the Rights Agent of the BEP Units Amount or Cash Amount with respect to such Subject Class A Shares, the Rights Agent shall have no duty or obligation under this Section 6(a) and shall deliver or cause to be delivered the BEP Units Amount or Cash Amount to the party designated in the Company Notice without further inquiry.

(b) All Subject Class A Shares shall be delivered to the Received Class A Share Account free and clear of all liens, claims and encumbrances whatsoever, and should any such liens, claims and encumbrances exist or arise with respect to such Subject Class A Shares, the Exchanging Class A Shareholder shall not be entitled to exercise its Secondary Exchange Rights with respect to such Subject Class A Shares. Each Exchanging Class A Shareholder will pay to BN the amount of any tax withholding due upon the exchange of Subject Class A Shares pursuant to this Agreement and, in the event BN elects to acquire some or all of the Subject Class A Shares from the Exchanging Class A Shareholder in exchange for the Cash Amount in accordance with Section 4(b), will authorize BN to retain such portion of the Cash Amount as BN reasonably determines is necessary to satisfy its tax withholding obligations. In the event BN elects to acquire some or all of the Subject Class A Shares from the Exchanging Class A Shareholder in exchange for the BEP Units Amount, BN may elect to either satisfy the amount of any tax withholding due upon the exchange of Subject Class A Shares by retaining BEP Units with a fair market value, as reasonably determined by BN in good faith, equal to the amount of such obligation, or satisfy such tax withholding obligation using amounts paid by BN, which amounts shall be treated as a loan by BN to the Exchanging Class A Shareholder, in each case, unless the Exchanging Class A Shareholder, at the Exchanging Class A Shareholder’s election, has paid or has made arrangements satisfactory to BN, in its sole discretion, to pay, the amount of any such tax withholding. BN shall notify the Exchanging Class A Shareholder within one Business Day following the date of the Company Notice or the Exchanging Class A Shareholder Notice, as applicable, of BN’s good faith estimate of the amount of any tax withholding due upon the exchange of the Subject Class A Shares subject to such Company Notice or the Exchanging Class A Shareholder Notice, provide the Exchanging Class A Shareholder with sufficient opportunity to provide any forms or other documentation or take such other steps in order to avoid or reduce such withholding, and reasonably cooperate with the Exchanging Class A Shareholder in good faith to attempt to reduce any amounts that would otherwise be withheld pursuant to this Section 6(b); provided that any determination with respect to the withholding shall be made by BN, in its sole discretion exercised in good faith. Notwithstanding anything to the contrary in this Section 6(b), in no event shall an Exchanging Class A Shareholder be subject to withholding both under section 26.19 of the Company’s Articles and under this Section 6(b), and any amounts paid or withheld with respect to a Subject Class A Share pursuant to section 26.19 of the Company’s Articles shall be credited against and deemed to satisfy the Exchanging Class A Shareholder’s withholding obligation pursuant to this Section 6(b).

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Section 7. BEP Units Record Date.

Each former Exchanging Class A Shareholder who receives the BEP Units Amount upon the exercise of the Secondary Exchange Right with respect to any Subject Class A Share pursuant to this Agreement shall for all purposes be deemed to have become the owner of the BEP Units representing the BEP Units Amount for which the Secondary Exchange Right with respect to such Subject Class A Share is exercisable as of the date upon which such Class A Shareholder’s Subject Class A Share is duly surrendered in accordance with this Agreement. Prior to such Class A Shareholder’s surrender of such Subject Class A Share in accordance with this Agreement, the Class A Shareholder shall not be entitled to any rights of a holder of such BEP Units for which the Secondary Exchange Right with respect to such Subject Class A Share shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of BEP with respect to such BEP Units. For the avoidance of doubt, any Class A Shareholder who receives the Cash Amount in satisfaction of the Secondary Exchange Right with respect to any Class A Share pursuant to this Agreement shall not be entitled to any rights of a holder of BEP Units at any time with respect to the BEP Units for which the Secondary Exchange Right with respect to such Subject Class A Share was exercisable prior to the receipt of such Cash Amount.

Section 8. Collateral Account.

(a) BN or one or more Affiliates of BN shall establish one or more non-interest bearing trust accounts in the name of BN or such Affiliates that will be administered by the Rights Agent (together, the “Collateral Account”). The Rights Agent shall requisition the BEP Units Amount or the Cash Amount, as applicable, without any further action or approval from BN, for payment to any Class A Shareholder in accordance with Section 4(a) or Section 4(b) in accordance with the terms and conditions set forth in this Agreement. BN shall be responsible for ensuring that the Collateral Account Balance shall at times equal or exceed the Required Collateral Account Balance. Notwithstanding anything to the contrary contained in this Section 8 and subject to any additional requirements with respect to the Collateral Account Balance contained in this Section 8, in the event that the Collateral Account Balance shall at any time be less than the Required Collateral Account Balance, including, without limitation, as a result of an adjustment to the Conversion Factor or an increase in the BEP Unit Value, within two Business Days, BN shall, or shall cause an Affiliate to, deposit into the Collateral Account either (i) a number of BEP Units or BEP Unit Convertibles or (ii) an amount of cash or Cash Equivalents, in an amount necessary to cause the Collateral Account Balance to be at least equal to the Required Collateral Account Balance. The Rights Agent shall have no duty or obligation to calculate the Required Collateral Account Balance, determine the Conversion Factor, determine if the Collateral Account Balance equals or exceeds the Required Collateral Account Balance, or determine the amounts necessary to cause the Collateral Account Balance to equal or exceed the Required Collateral Account Balance. BN covenants and agrees that it will take all action within its control (including making requests of third parties and enforcing any contractual rights and/or obligations) to convert or redeem any BEP Unit Convertibles if necessary to satisfy any Class A Shareholder’s Secondary Exchange Right in accordance with this Agreement, and any delivery of a BEP Units Amount pursuant to this Agreement shall be made in the form of BEP Units and not, for the avoidance of doubt, in the form of BEP Unit Convertibles. To the extent that conversion or redemption of a BEP Unit Convertible results in the imposition of any fees, payments, premiums or penalties, such fees, payments, premiums or penalties shall be borne by BN, or its applicable Affiliates, and shall either be satisfied directly by BN or such Affiliates or shall be deemed to reduce the Collateral Account Balance. BN shall keep the Rights Agent informed of the Collateral Account Balance and the Required Collateral Account Balance in writing on a regular basis, and shall inform the Rights Agent in writing within two Business Days of any change in the Collateral Account Balance or the Required Collateral Account Balance for any reason, including as a result of an adjustment to the Conversion Factor or an increase in the BEP Unit Value. Any cash held in the Collateral Account or otherwise hereunder shall be held uninvested.

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(b) Prior to or substantially concurrently with the issuance of any Class A Shares by the Company, BN shall, or cause an Affiliate of BN to, deposit BEP Units or BEP Unit Convertibles into the Collateral Account such that, after taking into account the number of BEP Units issued or issuable upon conversion or redemption of such BEP Unit Convertibles, the number of BEP Units deposited into the Collateral Account shall be equal to the product of (i) the number of such Class A Shares issued (excluding any shares issued to BN or its Affiliates) multiplied by (ii) the Conversion Factor. The Rights Agent shall have no duty or obligation to calculate the Conversion Factor, to determine the number of Class A Shares issued, or to determine the number of BEP Units or BEP Unit Convertibles necessary to equal the product of (i) the number of such Class A Shares issued (excluding any shares issued to BN or its Affiliates) multiplied by (ii) the Conversion Factor.

(c) Except as set forth in this Section 8(c), BN and its Affiliates shall not be entitled to withdraw any BEP Unit or BEP Unit Convertible from the Collateral Account.

(i) In the event that the Collateral Account Balance shall exceed the Required Collateral Account Balance, either as a result of a change in the Conversion Factor or a decrease in the number of Class A Shares (excluding Class A Shares owned by BN or its Affiliates) outstanding, BN or an Affiliate of BN shall be entitled to withdraw (pursuant to a written instruction from BN to the Rights Agent) from the Collateral Account a number of BEP Units, or BEP Unit Convertibles that are convertible into or redeemable for a number of BEP Units, up to an amount equal to (i) the Collateral Account Balance minus (ii) the Required Collateral Account Balance. The Rights Agent shall be entitled to conclusively and exclusively rely upon such written instruction from BN in accordance with this Section 8(c)(i) without liability or further inquiry.

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(ii) BN, or any Affiliate of BN, shall be permitted to withdraw from the Collateral Account a BEP Unit, or the number of BEP Unit Convertibles that are convertible into or redeemable for a BEP Unit, upon the deposit by BN or any Affiliate of BN of the BEP Unit Release Price with respect to such BEP Unit, or the number of BEP Unit Convertibles that are convertible into or redeemable for such BEP Unit, in the Collateral Account.

(d) If at any time the Collateral Account Cash Balance shall be less than the Required Collateral Account Cash Balance, BN shall, or shall cause its Affiliates to, within two Business Days, deposit cash or Cash Equivalents (pursuant to a written instruction from BN to the Rights Agent and as selected by BN) in an amount necessary to cause the Collateral Account Cash Balance to be at least equal to the Required Collateral Account Cash Balance.

(e) Except as set forth in this Section 8(e), BN and its Affiliates shall not be entitled to withdraw any cash or Cash Equivalents from the Collateral Account.

(i) If at any time the Collateral Account Cash Balance shall be greater than one hundred and twenty percent (120%) of the Required Collateral Account Cash Balance, either as a result of a change in the Conversion Factor or a decrease in the number of Class A Shares (excluding Class A Shares owned by BN or its Affiliates) outstanding, BN or its Affiliates shall be permitted to withdraw (pursuant to a written instruction from BN to the Rights Agent) cash or Cash Equivalents in an amount not to exceed the excess of (i) the Collateral Account Cash Balance minus (ii) one hundred and twenty percent (120%) of the Required Collateral Account Cash Balance. The Rights Agent shall be entitled to conclusively and exclusively rely upon such written instruction from BN in accordance with this Section 8(e)(i) without liability or further inquiry.

(ii) Upon the deposit in the Collateral Account of a number of BEP Units, or of BEP Unit Convertibles that are convertible into or redeemable for such number of BEP Units, BN, or an Affiliate of BN, shall be permitted to withdraw (pursuant to a written instruction from BN to the Rights Agent) cash or Cash Equivalents from the Collateral Account in an amount equal to the aggregate BEP Unit Value of such number of BEP Units, or of the number of BEP Units issuable upon the conversion or redemption of such BEP Unit Convertibles, as applicable.

(f) For the avoidance of doubt, BN, or its applicable Affiliates, shall remain the beneficial owner of any BEP Units or BEP Unit Convertibles deposited by BN or such Affiliates into the Collateral Account for so long as such BEP Units or BEP Unit Convertibles remain in the Collateral Account, and shall hold all of the rights, powers, privileges and preferences appurtenant to such BEP Units or BEP Unit Convertibles, including, without limitation, the right to distributions on such BEP Units or BEP Unit Convertibles. In the event that the Collateral Account consists of more than one account and (i) the Rights Agent has not received written instructions from BN as to which account to use for any specific transaction described in this Section 8 or (ii) there shall not be an amount within the account designated by BN to satisfy any applicable BEP Units Amount or Cash Amount to be delivered pursuant to this Agreement, in such cases the Rights Agent shall follow an order of account priority, to be provided in writing by BN upon the establishment each new account, when determining which account to use for any of the transactions described in this Section 8. BN also covenants and agrees that it will take all action within its control to ensure that any transfer agent of the BEP Unit certificates and Class A Shares will comply with the Rights Agent’s instructions in carrying out the purposes of this Agreement. BN shall provide the Rights Agent with all necessary information and contact details for each transfer agent for the BEP Unit certificates and Class A Shares. The Rights Agent shall have no liability for the failure of any transfer agent to facilitate or effect any transfers contemplated hereby, or for any delay in doing so, or for the failure of BN of its obligations under this Section 8(f). Prior to any transfer contemplated by this Agreement, BN shall instruct the transfer agents for any BEP Unit certificates and Class A Shares to follow the instructions of the Rights Agent in connection with any exchange of Class A Shares for BEP Units as set forth herein.

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(g) In connection with any transfer by BN of BEP Units or BEP Unit Convertibles into the Collateral Account required by this Agreement which are held through DTC or another Depositary, BN shall deliver to the Rights Agent such BEP Units or BEP Unit Convertibles to the Collateral Account pursuant to DTC’s or such other Depositary’s Applicable Procedures. In connection with any transfer by BN of BEP Units or BEP Unit Convertibles into the Collateral Account required by this Agreement which are not held through DTC or another Depositary, BN shall take all necessary action to cause such BEP Units or BEP Unit Convertibles to be delivered to the Collateral Account.

Section 9. Registration of BEP Unit Resales.

In the event that a shelf registration statement, prospectus or Prospectus Exemption (as defined below) registering or exempting, as applicable, the transfer of BEP Units (including BEP Units that are issuable upon conversion of or redemption for BEP Unit Convertibles in the Collateral Account) from the Collateral Account to an Exchanging Class A Shareholder (or to such other Person as may be entitled thereto pursuant to the terms of this Agreement) has, at any time, not been effective for five (5) consecutive Business Days, BN shall, or shall cause an Affiliate of BN to, deposit in the Collateral Account an amount of cash or Cash Equivalents equal to the BEP Unit Release Price for all BEP Units held in the Collateral Account (including BEP Units that are issuable upon conversion of for redemption for BEP Unit Convertibles in the Collateral Account) that cease to be Registered BEP Units (as defined below) as a result thereof, within five (5) Business Days; provided, however, for the avoidance of doubt, no such deposit is required to the extent all of the BEP Units in the Collateral Account, including BEP Units that are issuable upon conversion of or redemption for BEP Unit Convertibles in the Collateral Account, and the transfer of such BEP Units (including BEP Units that are issuable upon conversion of or redemption for BEP Unit Convertibles in the Collateral Account) from the Collateral Account to an Exchanging Class A Shareholder (or to such other Person as may be entitled thereto pursuant to the terms of this Agreement) are (i) registered under the Securities Act pursuant to an effective shelf registration statement with the Securities and Exchange Commission and (ii) qualified for distribution by BN to Exchanging Class A Shareholders under the securities laws applicable in each of the provinces and territories of Canada through the filing of a prospectus (or exempt from the applicable prospectus requirements in such jurisdictions (a “Prospectus Exemption”)) (each BEP Unit so registered, including BEP Units that are issuable upon conversion of or redemption for BEP Unit Convertibles in the Collateral Account, a “Registered BEP Unit”). The Rights Agent shall have no duty or obligation (and no liability) to determine if any BEP Unit, including BEP Units that are issuable upon conversion of or redemption for BEP Unit Convertibles, or any BEP Unit Convertible held in the Collateral Account or transferred to an Exchanging Class A Shareholder is a Registered BEP Unit freely transferable under the U.S. federal securities laws or the laws applicable in each of the provinces and territories of Canada.

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Section 10. Concerning BN.

(a) BN agrees that any Class A Shareholder may at any time and from time to time, without notice to or further consent of BN, extend the time of payment of the Exchange Rights or Secondary Exchange Rights, and may also make any agreement with the Company, BEP, or any other Person, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between a Class A Shareholder, on the one hand, and the Company, BEP or any such other Person, on the other hand, it being understood that no such action shall impair, affect, alter or increase BN’s obligations under this Agreement or affect the validity or enforceability of this Agreement.

(b) BN agrees that its obligations hereunder shall in no way be terminated, affected or impaired by reason of (a) the assertion by any Class A Shareholder of any rights or remedies which it may have under or with respect to this Agreement or against any Person obligated hereunder, (b) any Class A Shareholder’s failure to exercise, or delay in exercising, any such right or remedy or any right or remedy such Class A Shareholder may have hereunder, (c) any change in the structure or ownership of the Company, (d) any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company, BEP or any other Person, (e) the existence of any claim, set-off or other right that BN may have at any time against the Company, BEP or any of their respective Affiliates, whether in connection with the Exchange Right, the Secondary Exchange Rights or otherwise; (f) the validity or enforceability of the Exchange Right; or (g) any other circumstance whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of the Company with respect to the Exchange Right, in bankruptcy or any other instance, other than as provided herein.

(c) To the fullest extent permitted by applicable law, BN hereby expressly waives any and all rights or defenses arising by reason of any applicable law which would otherwise require any election of remedies by any Class A Shareholder. BN waives promptness, diligence, notice of the acceptance of this Agreement and of the Exchange Right, all defenses that may be available by virtue of any valuation, stay, moratorium law or other similar applicable law now or hereafter in effect, any right to require the marshalling of assets of the Company or any other Person, and all suretyship defenses generally. BN acknowledges that it will receive substantial direct and indirect benefits from the Master Services Agreement and that this Agreement, including specifically the waivers set forth in this Agreement, is knowingly made in contemplation of such benefits and after the advice of counsel.

(d) BN hereby unconditionally waives any rights that it may now have or hereafter acquire against the Company or its subsidiaries that arise from the existence, payment, performance, or enforcement of BN’s obligations under or in respect of this Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification.

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(e) BN hereby represents and warrants that:

(i) the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action, and do not contravene any provision of BN’s organizational documents or any applicable law, order, judgment or contractual restriction binding on BN or its assets;

(ii) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental entity necessary for the due execution, delivery and performance of this Agreement by BN have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental entity is required in connection with the execution, delivery or performance of this Agreement;

(iii) this Agreement constitutes a legal, valid and binding obligation of the BN enforceable against BN in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar applicable laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law); and

(iv) as of the date hereof, BN has the financial capacity to pay and perform its obligations under this Agreement.

Section 11. Rights of Action.

All rights of action in respect of this Agreement, excepting the rights of action given to the Rights Agent under Section 12 hereof, are vested in the Class A Shareholders; and any Class A Shareholder may, without the consent of the Rights Agent or of any other Class A Shareholder, on such holder’s own behalf and for such holder’s own benefit, enforce, and may institute and maintain any suit, action or proceeding against BN to enforce, or otherwise act in respect of, such holder’s right to exercise the Secondary Exchange Rights and the Class A Shareholders’ rights under this Agreement, in each case in the manner provided in the Company’s Articles and in this Agreement. Without limiting the foregoing or any remedies available to the Class A Shareholders, it is specifically acknowledged that the Class A Shareholders would not have an adequate remedy at law for any breach of this Agreement and will be entitled to specific performance of the obligations under, and injunctive relief against actual or threatened violations of the obligations of any Person subject to, this Agreement. BN agrees to pay all expenses, including all reasonable and documented third party costs and out-of-pocket expenses (including reasonable fees of counsel), actually paid or incurred by such Class A Shareholder in enforcing any of such Class A Shareholder’s rights hereunder or otherwise relating to any litigation or other proceeding brought by such Class A Shareholder to enforce such Class A Shareholder’s rights hereunder, if such Class A Shareholder prevails in such litigation or proceeding.

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Section 12. Concerning the Rights Agent.

(a) BN agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with Exhibit C attached hereto and, from time to time, on demand of the Rights Agent, its reasonable and documented out-of-pocket expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. BN also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, or expense, incurred without gross negligence, or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim or liability in connection therewith. The indemnification provided for hereunder shall survive the expiration of the Secondary Exchange Rights and the termination of this Agreement. The costs and expenses of enforcing this right of indemnification shall also be paid by BN. The Rights Agent shall have no right of set-off against any funds in the Collateral Account with respect to any amounts owed to the Rights Agent by BN hereunder.

(b) The Rights Agent may conclusively rely upon and shall be protected and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document reasonably believed by it, in good faith, to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of legal counsel to the Rights Agent (who may be an employee of the Rights Agent or outside legal counsel for the Rights Agent). Notwithstanding anything in this Agreement to the contrary, in no event shall the Rights Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Rights Agent has been advised of the likelihood of such loss or damage and regardless of the form of the action.

Section 13. Merger or Consolidation or Change of Name of Rights Agent.

Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the corporate trust business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such Person would be eligible for appointment as a successor Rights Agent under the provisions of Section 15 hereof. The acquisition of substantially all of the Rights Agent’s assets employed in the exercise of corporate trust powers shall be deemed to be a merger or consolidation for purposes of this Section 13.

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Section 14. Duties of Rights Agent.

The Rights Agent undertakes the duties and obligations expressly set forth in this Agreement which shall be deemed purely ministerial in nature and no implied duties or obligations shall be read into this Agreement against the Rights Agent. Under no circumstances will the Rights Agent be deemed to be a fiduciary to BN, the Company, any Class A Shareholder or any other person under this Agreement. The Rights Agent will not be responsible or liable for the failure of BN, the Company, BEP, any transfer agent, any Class A Shareholder or any other person to perform in accordance with this Agreement. The Rights Agent shall have no liability for any action taken, or errors in judgment made, in good faith by it or any of its officers, employees or agents, unless it shall have been negligent in ascertaining the pertinent facts. The permissive rights of the Rights Agent to do things enumerated herein shall not be construed as a duty and, with respect to such permissive rights (if any), the Rights Agent shall not be answerable for other than its gross negligence or willful misconduct. The Rights Agent shall perform those duties and obligations upon the following terms and conditions:

(a) Before the Rights Agent acts or refrains from acting, it may consult with legal counsel (who may be an employee of the Rights Agent or outside legal counsel for the Rights Agent), and the opinion of such counsel shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion.

(b) Whenever in the performance of its duties under this Agreement the Rights Agent shall deem it necessary or desirable that any fact or matter be proved or established prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by an authorized signatory of BN identified in Exhibit B-2 attached hereto (which exhibit may be updated by BN from time to time in BN’s reasonable discretion, provided that such update does not adversely affect any Class A Shareholder or its rights hereunder in any respect) and delivered to the Rights Agent; and such certificate shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate.

(c) The Rights Agent shall be liable hereunder only for its own gross negligence, or willful misconduct. The Rights Agent shall not be liable, directly or indirectly, for any special, indirect or consequential damages or losses of any kind whatsoever (including without limitation lost profits), even if the Rights Agent has been advised of the possibility of such losses or damages and regardless of the form of action.

(d) The Rights Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Company’s Articles or be required to verify the same.

(e) The Rights Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Rights Agent); nor shall it be responsible for any breach by BN of any covenant or condition contained in this Agreement; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any BEP Units to be issued pursuant to this Agreement or as to whether any BEP Units will, when so issued, be validly authorized and issued, fully paid and nonassessable.

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(f) BN agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement.

(g) The Rights Agent is hereby authorized and directed to accept (and shall be entitled to conclusively and exclusively rely upon, without further inquiry) instructions with respect to the performance of its duties hereunder from any Person reasonably believed by the Rights Agent to be one of the authorized signatories of BN listed on Exhibit B-2 attached hereto (which exhibit may be updated by BN from time to time in BN’s reasonable discretion, provided that such update does not adversely affect any Class A Shareholder or its rights hereunder in any respect), and to apply to such Persons for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such officer. Without limiting the generality of the foregoing, whenever the Rights Agent is unable to decide between alternative courses of action permitted or required by the terms of this Agreement, or in the event that the Rights Agent is unsure as to the application of any provision of this Agreement or believes any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination or discretion by the Rights Agent or is silent or is incomplete as to the course of action that the Rights Agent is required to take with respect to a particular set of facts, the Rights Agent shall promptly give notice (in such form as shall be appropriate under the circumstances) to BN requesting instruction as to the course of action to be adopted, and to the extent the Rights Agent acts in good faith in accordance with any written instructions received from BN the Rights Agent shall not be liable on account of such action to any person. If the Rights Agent shall not have received appropriate instruction within ten (10) days of such notice (or such shorter period as reasonably may be specified in such notice or as may be necessary under the circumstances) it shall be entitled to take no action and shall give prompt written notice of its decision not to take action to BN, to the Company, and to any Exchanging Class A Shareholder that may be affected by such decision not to take action. Any application by the Rights Agent for written instructions from BN may, at the option of the Rights Agent, set forth in writing any action proposed to be taken or omitted by the Rights Agent under this Agreement and the date on or after which such action shall be taken or such omission shall be effective. The Rights Agent shall not be liable for any action taken by, or omission of, the Rights Agent in accordance with a proposal included in any such application on or after the date specified in such application unless, prior to taking any such action (or the effective date in the case of an omission), the Rights Agent shall have received, in response to such application, written instructions with respect to the proposed action or omission specifying a different action to be taken or omitted.

(h) To the extent permitted by applicable law, the Rights Agent and any shareholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Class A Shares or other securities of the Company or become pecuniarily interested in any transaction in which BN or the Company may be interested, or contract with or lend money to BN or the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for BN, the Company or for any other Person.

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(i) The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to BN or the Class A Shareholders resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.

(j) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability (other than expenses and overhead incurred in the ordinary course by the Rights Agent’s performance under this Agreement) in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.

(k) Other than with respect to a Company Notice, Exchanging Class A Shareholder Notice, BN instruction, or deposit of Class A Shares in the Received Class A Share Account in accordance with Section 4, the Rights Agent shall not be required to take notice or be deemed to have notice of any fact, event or determination under this Agreement unless and until the Rights Agent shall be specifically notified in writing by BN of such fact, event or determination.

(l) The Rights Agent shall not be responsible or liable for any failure or delay in the performance of its obligation under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military authority or governmental action; it being understood that the Rights Agent shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances.

(m) The Rights Agent may rely upon and shall not be liable for acting or refraining from acting upon any written notice, instruction or request furnished to it hereunder in accordance with the terms of this Agreement and reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties. The Rights Agent shall be under no duty to inquire into or investigate the validity, accuracy or content of any such document.

(n) Unless subject to reimbursement by BN pursuant to Section 12(a) or reasonably necessary in order for the Rights Agent to perform its express obligations hereunder in accordance herewith, notwithstanding anything contained herein or elsewhere to the contrary, the Rights Agent shall not be required to take any action in any jurisdiction other than in the State of Delaware if the taking of such action will (x) require the Rights Agent in its individual capacity to obtain the consent, approval, authorization or order of or the giving of notice to, or the registration with, or taking of any action in respect of, any state or other governmental authority or agency other than the State of Delaware; (y) result in any fee, tax or other governmental charge under the laws of any jurisdiction other than the State of Delaware becoming payable by the Rights Agent in its individual capacity, or (z) subject the Rights Agent in its individual capacity to personal jurisdiction in any jurisdiction other than the State of Delaware for causes of action arising from acts unrelated to the consummation of the transactions by the Rights Agent contemplated hereby.

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(o) The right of the Rights Agent to perform any discretionary act (if any) enumerated in this Agreement shall not be construed as a duty.

(p) Neither the Rights Agent nor any of its directors, officers, employees, agents or affiliates shall be responsible for nor have any duty to monitor the performance or any action of the BN, the Company, or any other Person referenced herein, or any of their directors, members, officers, agents, affiliates or employee, nor shall it have any liability in connection with the malfeasance or nonfeasance by any such Persons. The Rights Agent may assume performance by all such Persons of their respective obligations. The Rights Agent shall have no enforcement or notification obligations relating to breaches of representations or warranties of any other Person.

(q) In the event that any assets held hereunder shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting such assets, the Rights Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with all writs, orders or decrees so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it, whether with or without jurisdiction. In the event that the Rights Agent obeys or complies with any such writ, order or decree it shall not be liable to any of the parties hereto or to any other Person, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified, annulled, set aside or vacated.

(r) If any conflict, disagreement or dispute arises between, among, or involving any of the parties hereto concerning the meaning or validity of any provision hereunder or concerning any other matter relating to this Agreement, or the Rights Agent is in doubt as to the action to be taken hereunder, the Rights Agent may, at its option, after sending written notice of the same to BN, refuse to act until such time as it (a) receives a final non-appealable order of a court of competent jurisdiction directing delivery of the assets held hereunder or (b) receives a written instruction, executed by each of the parties involved in such disagreement or dispute, in a form reasonably acceptable to the Rights Agent, directing delivery of such assets. The Rights Agent will be entitled to act on any such written instruction or final, non-appealable order of a court of competent jurisdiction without further question, inquiry or consent. The Rights Agent may file an interpleader action in a state or federal court, and upon the filing thereof, the Rights Agent will be relieved of all liability as to the assets held hereunder and will be entitled to recover reasonable and documented out-of-pocket attorneys’ fees, expenses and other costs incurred in commencing and maintaining any such interpleader action.

(s) The Rights Agent shall have no responsibilities (except as expressly set forth herein) as to the validity, sufficiency, value, genuineness, ownership or transferability of the assets held hereunder, written instructions, or any other documents in connection therewith, and will not be regarded as making nor be required to make, any representations thereto.

(t) Notwithstanding anything to the contrary herein, the Rights Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Agreement or any income earned thereon, except for the delivery and filing of tax information reporting forms required to be delivered and filed with the Internal Revenue Service.

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Section 15. Change of Rights Agent.

The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to BN and the Company and to each transfer agent of the Class A Shares and the BEP Units by registered or certified mail. BN may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Class A Shares and the BEP Units by registered or certified mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, BN shall appoint a successor to the Rights Agent. If BN shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by a Class A Shareholder, then any Class A Shareholder may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by BN or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state of the United States, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, including, without limitation, the Collateral Account, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment BN shall file notice thereof in writing with the predecessor Rights Agent, the Company, and each transfer agent of the Class A Shares and the BEP Units. Failure to give any notice provided for in this Section 15, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Section 16. Notices.

Notices or demands authorized by this Agreement to be given or made by the Rights Agent or by any Exchanging Class A Shareholder, other Class A Shareholder, or other holder of a Secondary Exchange Right, to or on BN shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Rights Agent) as follows:

Brookfield Corporation

Brookfield Place, Suite 100

181 Bay Street, P.O. Box 762

Toronto, Ontario, Canada M5J 2T3

Attention: Chief Legal Officer

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Subject to the provisions of Section 15 hereof, any notice or demand authorized by this Agreement to be given or made by BN or by any Exchanging Class A Shareholder, other Class A Shareholder, or other holder of a Secondary Exchange Right to or on the Rights Agent shall be sufficiently given or made if sent by registered or certified mail and shall be deemed given upon receipt and, addressed (until another address is filed in writing with BN) as follows:

Wilmington Trust, National Association

Attn: Joseph Clark

50 South Sixth Street – Suite 1290

Minneapolis, MN 55402

Phone: (212) 941-4439

Email: jhclark@wilmingtontrust.com

Notices or demands authorized by this Agreement to be given or made by BN or the Rights Agent to any Class A Shareholder shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as shown on the registry books of the Company or the transfer agent for the Class A Shares.

Section 17. Supplements and Amendments*.*

BN may from time to time, and the Rights Agent shall, if BN so directs, supplement or amend this Agreement without the approval of any Class A Shareholder in order to cure any ambiguity, to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, to make modifications necessary to reflect changes in applicable law, including, without limitation, tax law, or to make any other change, in each case, provided that such change, amendment, modification or supplementation does not adversely affect any Class A Shareholder or its rights hereunder in any respect. Except (i) as set forth in the immediately preceding sentence, (ii) with respect to amendments or modifications to this Agreement that would reasonably be expected to impact the economic equivalence of a Class A Share with a BEP Unit or (iii) as otherwise contemplated by Section 4(a)(i) or Section 14(b) with respect to updates to Exhibits B-1 and B-2, any amendment or modification to this Agreement shall require (a) pursuant to a consent request duly conducted by, and at the expense of, BN or (b) at a duly called annual or special meeting of the Company’s shareholders, the affirmative consent or vote, as applicable, of holders of at least two-thirds of the outstanding Class A Shares not held by BN, BEP or their controlled Affiliates, voting as a class, and the approval of a majority of the independent directors (within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, as such provisions may be amended from time to time and, if applicable, the listing standards of the securities exchange(s) on which the Class A Shares may then be listed) of the Company. Any amendment or modification to this Agreement that would reasonably be expected to impact the economic equivalence of a Class A Share with a BEP Unit shall require (i) at a duly called annual or special meeting of the Company’s shareholders, the affirmative consent or vote, as applicable, of holders of a majority of the outstanding Class A Shares not held by BN, BEP or their controlled Affiliates, voting as a class, or (ii) in the event that there is more than one independent director of the Company (within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, as such provisions may be amended from time to time and, if applicable, the listing standards of the securities exchange(s) on which the Class A Shares may then be listed) who does not also serve on the board of the general partner of BEP (each a “non-overlapping director”), the approval of a majority of such non-overlapping directors. Any supplement or amendment authorized by this Section 17 shall be evidenced by a writing signed by BN and the Rights Agent. Notwithstanding anything in this Agreement to the contrary, no supplement or amendment that changes the rights and duties of the Rights Agent under this Agreement will be effective against the Rights Agent without the execution of such supplement or amendment by the Rights Agent. In executing any amendment or supplement contemplated hereby, the Rights Agent shall be provided with, and shall be entitled to conclusively and exclusively rely upon, an opinion of counsel (which may be counsel to BN) stating that the execution of such amendment or supplement is authorized or permitted by this Agreement and all conditions precedent to the execution and delivery thereof have been duly satisfied or waived.

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Section 18. Successors.

All the covenants and provisions of this Agreement by or for the benefit of BN or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

Section 19. Benefits of this Agreement; Entire Agreement.

Nothing in this Agreement shall be construed to give to any Person other than BN, the Rights Agent and the Class A Shareholders any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall be for the sole and exclusive benefit of BN, the Rights Agent and the Class A Shareholders. This Agreement and the exhibits hereto set forth the entire agreement and understanding of the parties related to this transaction and supersedes all prior agreements and understandings, oral or written.

Section 20. Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

Section 21. Governing Law; Forum Selection.

This Agreement and the Secondary Exchange Rights issued hereunder shall be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. Each party to this Agreement irrevocably and unconditionally agrees that any action, suit or proceeding arising out of this Agreement, and all the rights and obligations governed by this Agreement, including the rights of the Class A Shareholders in accordance with Section 11, shall be brought and determined exclusively in the Delaware Court of Chancery or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware, or, if both the Delaware Court of Chancery and the federal courts within the State of Delaware decline to accept jurisdiction over a particular matter, any other state court within the State of Delaware, and, in each case, any appellate court therefrom. No action, suit or proceeding relating thereto shall be commenced in any other court. Service of any process, summons, notice or document if delivered or made pursuant to Section 16 shall be effective service of process for any action, suit or proceeding. Each party to this Agreement hereby irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the aforementioned courts and hereby further irrevocably and unconditionally waives all claims, and agrees not to plead or claim in any such court, that any action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO HEREBY WAIVES THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT.

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Section 22. Counterparts.

This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 23. Descriptive Headings.

The table of contents and descriptive headings of the several Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

Section 24. Term

Subject to Section 25, this Agreement shall continue until July 30, 2027 and automatically renew for successive periods of two years unless BN provides the Rights Agent with written notice of termination at least 60 days prior to the expiry of the applicable Term.

Section 25. Administration; Termination.

This Agreement shall terminate on the earliest to occur of (i) the first Business Day where there shall be no Class A Shares outstanding, other than Class A Shares owned by BN or its Affiliates, (ii) (a) pursuant to a consent request duly conducted by, and at the expense of, BN or (b) at a duly called annual or special meeting of the Company’s shareholders, the affirmative consent or vote, as applicable, of holders of at least two-thirds of the outstanding Class A Shares not held by BN, BEP or their controlled Affiliates, voting as a class, and the approval of a majority of the independent directors (within the meaning of the listing standards of the securities exchange on which the Company’s securities may then be listed) of the Company, and (iii) termination in accordance with Section 24. BN shall provide the Rights Agent with written notice of the termination of this Agreement pursuant to section (i) or (ii) above.

Section 26. No Waiver; Cumulative Rights.

No failure on the part of any Class A Shareholder to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by any Class A Shareholder of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder by such Class A Shareholder or any other Class A Shareholder. Each and every right, remedy and power hereby granted to the Class A Shareholders shall be cumulative and not exclusive of any other right, remedy or power, and may be exercised by any Class A Shareholder at any time or from time to time.

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Section 27. Fractional Units.

Class A Shareholders holding a number of Subject Class A Shares which would entitle such holders to receive less than one whole BEP Unit pursuant to this Agreement shall receive cash in lieu of fractional units. Fractional BEP Units shall not be distributed to Class A Shareholders or credited to book-entry accounts. With respect to any delivery of BEP Units to a Class A Shareholder under this Agreement, BN shall promptly instruct the transfer agent for the BEP Units to, as soon as practicable, (a) determine the number of whole BEP Units and fractional BEP Units allocable to each holder of record or beneficial owner of Class A Shares entitled to receive BEP Units at such time, (b) aggregate all such fractional units into whole BEP Units and sell the whole BEP Units obtained thereby in open market transactions, in each case, at then-prevailing trading prices on behalf of holders who would otherwise be entitled to fractional BEP Units, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder or owner’s ratable share of the net proceeds of such sale, based upon the average gross selling price per BEP Unit after making appropriate deductions for any amount required to be withheld for tax purposes and any brokerage fees incurred in connection with these sales of fractional BEP Units. Neither BN nor the Rights Agent will guarantee any minimum sale price for the fractional BEP Units. Neither BN nor the Rights Agent will pay any interest on the proceeds from the sale of fractional BEP Units. The transfer agent of the BEP Units acting on behalf of the applicable party will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional BEP Units and to determine when, how and at what price to sell such units, provided that neither the transfer agent nor the broker-dealers through which the aggregated fractional BEP Units are sold shall be Affiliates of BN.

Section 28. Book Entry.

Reference in this Agreement to certificates for Class A Shares or BEP Units shall include, in the case of uncertificated shares or units, the balances indicated in the book-entry account system of the transfer agent for the Class A Shares or BEP Units, as applicable. Any legend required to be placed on any certificates for Class A Shares or BEP Units may instead be included on any book-entry confirmation or notification to the registered holder of such Class A Shares or BEP Units.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective duly authorized officers as of the day and year first above written.

Brookfield Corporation
By:	/s/ Swati Mandava
	Name:<br> <br>Title:	Swati Mandava<br> <br>Managing Director, Legal and<br>Regulatory
Wilmington Trust, National Association as Rights Agent
By:	/s/ Joseph Clark
	Name:	Joseph Clark
	Title:	Vice President

[Signature Page toRights Agreement]

EXHIBIT A

Company’s Articles

Number: BC1505127

BUSINESS CORPORATIONS ACT

ARTICLES

BROOKFIELD RENEWABLE CORPORATION

TABLE OF CONTENTS


PART 1	INTERPRETATION	1
PART 2	SHARES AND SHARE CERTIFICATES	13
PART 3	ISSUE OF SHARES	15
PART 4	SHARE REGISTERS	16
PART 5	SHARE TRANSFERS	16
PART 6	TRANSMISSION OF SHARES	17
PART 7	PURCHASE, REDEEM OR OTHERWISE ACQUIRE SHARES	18
PART 8	BORROWING POWERS	18
PART 9	ALTERATIONS	18
PART 10	MEETINGS OF SHAREHOLDERS	19
PART 11	PROCEEDINGS AT MEETINGS OF SHAREHOLDERS	21
PART 12	VOTES OF SHAREHOLDERS	25
PART 13	DIRECTORS	28
PART 14	ELECTION AND REMOVAL OF DIRECTORS	30
PART 15	POWERS AND DUTIES OF DIRECTORS	35
PART 16	INTERESTS OF DIRECTORS AND OFFICERS	35
PART 17	PROCEEDINGS OF DIRECTORS	37
PART 18	EXECUTIVE AND OTHER COMMITTEES	39
PART 19	OFFICERS	40
PART 20	INDEMNIFICATION	41
PART 21	DIVIDENDS	42
PART 22	ACCOUNTING RECORDS AND AUDITOR	44
PART 23	NOTICES	44
PART 24	PROHIBITIONS	46
PART 25	FORUM SELECTION	46
PART 26	SPECIAL RIGHTS AND RESTRICTIONS CLASS A EXCHANGEABLE SUBORDINATE VOTING SHARES	47
PART 27	SPECIAL RIGHTS AND RESTRICTIONS CLASS B MULTIPLE VOTING SHARES	55

Number: BC1505127

BUSINESS CORPORATIONS ACT

ARTICLES

BROOKFIELD RENEWABLE CORPORATION

(THE “COMPANY”)

PART 1

INTERPRETATION

Definitions

1.1	In these Articles, unless the context otherwise requires:

(a) “Act” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(b) “affiliate” means with respect to a Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by such Person, or is under common Control of a third Person;

(c) “BEP” means Brookfield Renewable Partners L.P., a Bermuda exempted limited partnership, and is deemed to refer to all successors, including, without limitation, by operation of Law;

(d) “BEP-AffiliatedClass A Shareholder” means BEP or a Person Controlled by BEP to the extent BEP or such other Person holds Class A Shares;

(e) “BEP Distribution Declaration Date” means the date on which the BEP GP declares any distribution on the BEP Units;

(f) “BEP Distributed Right” has the meaning as provided in clause (ii) of the definition of “Conversion Factor” below;

(g) “BEP GP” means the general partner of BEP from time to time;

(h) “BEP Liquidation Event” has the meaning as provided in §26.26;

(i) “BEP Unit” means a limited partnership interest in BEP representing a fractional part of all the limited partnership interests in BEP, other than a preferred limited partnership interest, and which limited partnership interest is designated by BEP as an “Equity Unit” (as defined in the Amended and Restated Limited Partnership Agreement of BEP dated as of May 3, 2016), and includes any limited partnership interest or other equity interest of BEP into which such BEP Unit is converted or for which such BEP Unit is exchanged;

(j) “BEP Unit Value” means, with respect to a BEP Unit on a particular date, the market price of a BEP Unit on such date or, if such date is not a Trading Day, the most recent Trading Day. The market price for each such Trading Day shall be: (i) if the BEP Units are listed on a U.S. National Securities Exchange, the closing price per BEP Unit (or, if no closing price is reported, the average of the last quoted bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices) on such day for such U.S. National Securities Exchange; (ii) if the BEP Units are not listed on a U.S. National Securities Exchange but are listed on the TSX, the U.S. dollar equivalent (calculated using the rate published by the Bank of Canada as of 4:30 p.m., Eastern Time, on such date) of the closing price per BEP Unit (or, if no closing price is reported, the average of the last quoted bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices) on such day for the TSX; (iii) if the BEP Units are not listed or admitted to trading on any U.S. National Securities Exchange or the TSX, the last quoted bid price on such day in the over-the-counter market on such day as reported by OTC Markets Group Inc. or a similar organization; (iv) if the BEP Units are not listed or admitted to trading on any U.S. National Securities Exchange or the TSX and the BEP Units are not quoted in the over-the-counter market, the average of the mid-point of the last quoted bid and ask prices on such day from each of at least three nationally recognized independent investment banking firms selected by the Company for such purpose or (v) if none of the conditions set forth in clauses (i), (ii), (iii) or (iv) is met, then the amount that a holder of one BEP Unit would receive if each of the assets of BEP were sold for its fair market value on such date, BEP were to pay all of its outstanding liabilities and the remaining proceeds were to be distributed to its partners in accordance with the terms of its partnership agreement;

(k) “BEP Units Amount” means, with respect to each Tendered Share, such number of BEP Units equal to the Conversion Factor in effect on the Valuation Date with respect to such Tendered Shares;

(l) “BN” means Brookfield Corporation, a corporation existing under the Laws of the Province of Ontario, and is deemed to refer to all successors, including, without limitation, by operation of Law;

(m) “board of directors”, “directors” and “board” mean the directors or sole director of the Company as applicable;

(n) “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York, United States of America or Toronto, Ontario, Canada are authorized or required by Law to close;

(o) “CashAmount” means (a) with respect to each Tendered Class A Share, an amount in cash equal to the product of (i) the applicable BEP Units Amount for such Tendered Class A Share multiplied by (ii) the BEP Unit Value as of the applicable Valuation Date, and (b) with respect to each Tendered Class B Share, an amount in cash equal to the BEP Unit Value for such Tendered Class B Share;

(p) “Class A Distributed Right” has the meaning as provided in clause (iv) of the definition of “Conversion Factor” below;

(q) “Class A Dividend” has the meaning as provided in §26.2;

(r) “Class A Share” means a class A exchangeable subordinate voting share of the Company;

(s) “Class A Share Value” means, with respect to a Class A Share on a particular date, the market price of a Class A Share on such date or, if such date is not a Trading Day, the most recent Trading Day. The market price for each such Trading Day shall be: (i) if the Class A Shares are listed on a U.S. National Securities Exchange, the closing price per Class A Share (or, if no closing price is reported, the average of the last quoted bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices) on such day for such U.S. National Securities Exchange; (ii) if the Class A Shares are not listed on a U.S. National Securities Exchange but are listed on the TSX, the U.S. dollar equivalent (calculated using the rate published by the Bank of Canada as of 4:30 p.m., Eastern Time, on such date) of the closing price per Class A Share (or, if no closing price is reported, the average of the last quoted bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices) on such day for the TSX; (iii) if the Class A Shares are not listed or admitted to trading on any U.S. National Securities Exchange or the TSX, the last quoted bid price on such day in the over-the-counter market on such day as reported by OTC Markets Group Inc. or a similar organization; (iv) if the Class A Shares are not listed or admitted to trading on any U.S. National Securities Exchange or the TSX and the Class A Shares are not quoted in the over-the-counter market, the average of the mid-point of the last quoted bid and ask prices on such day from each of at least three nationally recognized independent investment banking firms selected by the Company for such purpose or (v) if none of the conditions set forth in clauses (i), (ii), (iii) or (iv) is met then the amount that a holder of one Class A Share would receive if each of the assets of the Company were sold for its fair market value on such date, the Company were to pay all of its outstanding liabilities and the remaining proceeds were to be distributed to its shareholders in accordance with the terms of these Articles;

(t) “Class A Shareholder” means a holder of Class A Shares;

(u) “Class A.1 Share” means a class A.1 exchangeable subordinate voting share of Brookfield Renewable Corporation (to be renamed Brookfield Renewable Holdings Corporation);

(v) “Class A.2 Share” means a class A.2 exchangeable non-voting share of Brookfield Renewable Corporation (to be renamed Brookfield Renewable Holdings Corporation);

(w) “Class B Retraction Amount” has the meaning as provided in §27.11;

(x) “Class B Retraction Right” has the meaning as provided in §27.11;

(y) “Class B Share” means a class B multiple voting share of the Company;

(z) “Class B Shareholder” means a holder of Class B Shares;

(aa) “Close of Business” means 5:00 p.m., Eastern Time;

(bb) “Company” means Brookfield Renewable Corporation;

(cc) “Control” means the control by one Person of another Person in accordance with the following: a Person (“A”) controls another Person (“B”) where A has the power to determine the management and policies of B by contract or status (for example, the status of A being the general partner of B) or by virtue of the beneficial ownership of or control over a majority of the voting interests in B; and, for certainty and without limitation, if A owns or has control over shares or other securities to which are attached more than 50% of the votes permitted to be cast in the election of directors of the Governing Body of B or A is the general partner of B, a limited partnership, then in each case A controls B for this purpose;

(dd) “Conversion Factor” means 1.0; provided that in the event that:

(i) BEP (a) declares or pays a distribution on its outstanding BEP Units wholly or partly in BEP Units; (b) splits or subdivides its outstanding BEP Units or (c) effects a reverse unit split or otherwise combines or reclassifies its outstanding BEP Units into a smaller number of BEP Units, the Conversion Factor shall be adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Record Date for such event by a fraction, (x) the numerator of which shall be the number of BEP Units issued and outstanding as of the Close of Business on the Record Date for such distribution or the Effective Date for such split, subdivision, reverse split, combination or reclassification, as applicable (assuming for such purpose that such distribution, split, subdivision, reverse split, combination or reclassification has occurred as of such time), and (y) the denominator of which shall be the actual number of BEP Units (determined without the above assumption) issued and outstanding as of the Close of Business on the Record Date for such distribution or the Effective Date for such split, subdivision, reverse split, combination or reclassification, as applicable.

Any adjustment under this clause (i) shall become effective immediately after the Open of Business on the Record Date for such distribution, or immediately after the Open of Business on the Effective Date for such split, subdivision, reverse split, combination or reclassification, as applicable. If such distribution of the type described in this clause (i) is declared but not so paid or made and will not be so paid or made, the Conversion Factor shall be immediately readjusted, effective as of the date the BEP GP determines not to pay such distribution, to the Conversion Factor that would be in effect if such distribution had not been declared.

(ii) BEP distributes any rights, options or warrants to all or substantially all holders of BEP Units to convert into, exchange for or subscribe for or to purchase or to otherwise acquire BEP Units (or other securities convertible into, exchangeable for or exercisable for BEP Units) (each a “BEP Distributed Right”), then, as of the Record Date for the distribution of such BEP Distributed Rights or, if later, the time such BEP Distributed Rights become exercisable, the Conversion Factor shall be adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Record Date by a fraction (A) the numerator of which shall be the number of BEP Units issued and outstanding as of the Close of Business on the Record Date (or, if later, the date such BEP Distributed Rights become exercisable) plus the maximum number of BEP Units deliverable or purchasable under such BEP Distributed Rights and (B) the denominator of which shall be (x) the number of BEP Units issued and outstanding as of the Close of Business on the Record Date plus (y) such number of BEP Units determined by dividing the minimum aggregate cash purchase price under such BEP Distributed Rights of the maximum number of BEP Units purchasable under such BEP Distributed Rights by the average of the BEP Unit Value for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance (or, if later, the date such BEP Distributed Rights become exercisable); provided, however, that, if any such BEP Distributed Rights expire or become no longer exercisable, then the Conversion Factor shall be adjusted, effective retroactive to the Record Date of the BEP Distributed Rights, to reflect a reduced maximum number of BEP Units or any change in the minimum aggregate purchase price for the purposes of the above fraction.

Any adjustment under this clause (ii) will be made successively whenever such rights, options or warrants are issued and shall become effective immediately after the Open of Business on the Record Date for such issuance (or, if later, the date such rights, options or warrants become exercisable). To the extent that the BEP Units are not delivered and will not be delivered after the exercise of such rights, options or warrants, the Conversion Factor shall be decreased to the Conversion Factor that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of BEP Units actually delivered. If such rights, options or warrants are not so issued, the Conversion Factor shall be decreased, effective as of the date the BEP GP determines not to issue such rights, options or warrants, to the Conversion Factor that would then be in effect if such Record Date for such issuance had not occurred.

In determining the minimum aggregate purchase price under such BEP Distributed Rights, there shall be taken into account any consideration received by BEP for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the BEP GP.

(iii) (A) BEP distributes to all or substantially all holders of BEP

Units evidences of its indebtedness or assets (including securities, but excluding distributions paid exclusively in cash, distributions referred to in clauses (i) or (ii) above or any Spin-off referred to in clause (iii)(B) below) or rights, options or warrants to convert into, exchange for or subscribe for or to purchase or to otherwise acquire such securities (but excluding distributions referred to in clause (ii) above), the Conversion Factor shall be adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Record Date for such distribution by a fraction (a) the numerator of which shall be the average of the BEP Unit Value over the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately prior to the Ex-Dividend Date for such distribution and (b) the denominator of which shall be the average of the BEP Unit Value over the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately prior to the Ex-Dividend Date for such distribution less the fair market value on the Record Date for such distribution (as determined by the BEP GP) of the portion of the evidences of indebtedness or assets, rights, options or warrants so distributed applicable to one BEP Unit.

Any adjustment under this clause (iii)(A) will become effective immediately after the Open of Business on the Record Date for such distribution. If such distribution is not paid or made, the Conversion Factor shall be decreased, effective as of the date the BEP GP determines not to pay or make such distribution, to be the Conversion Factor that would then be in effect if such distribution had not been declared.

Notwithstanding the foregoing, if the fair market value (as determined by the BEP GP) of the portion of the evidences of indebtedness or assets, rights, options or warrants distributable to one BEP Unit is equal to or greater than the average BEP Unit Value referenced above in this clause (iii)(A), in lieu of the foregoing adjustment, each Class A Shareholder shall receive from the Company, in respect of each Class A Share, a distribution of cash payable out of the funds legally available therefor (at the same time as holders of the BEP Units), that in the determination of the Company, is comparable as a whole in all material respects with the amount of BEP indebtedness or assets or rights, options or warrants to convert into, exchange for or subscribe for or to purchase or to otherwise acquire such securities that such holder would have received if such holder owned a number of BEP Units equal to the Conversion Factor in effect immediately prior to the Record Date.

(B)

Where there has been a Spin-off, the Conversion Factor shall be adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Record Date for such Spinoff by a fraction (a) the numerator of which shall be the average of the Last Reported Sale Prices of the share capital or similar equity interest applicable to one BEP Unit distributed to BEP Unit holders over the Valuation Period plus the average of the BEP Unit Value over the Valuation Period and (b) the denominator of which shall be the average of the BEP Unit Value over the Valuation Period; provided that, the Company may elect to pay cash in lieu of making an adjustment to the Conversion Factor provided by this clause (iii)(B), in which case the Company shall be required to pay to the Class A Shareholders and the Class A Shareholders shall be entitled to receive, cash on the third (3rd) Business Day immediately following the last Trading Day of the Valuation Period in an amount in respect of each Class A Share held, calculated by multiplying the BEP Unit Value on the Record Date of such Spin-off by the amount the Conversion Factor would have increased as a result of such Spin-off if no such cash payment was made.

Any adjustment under this clause (iii)(B) will be made immediately after the Close of Business on the last Trading Day of the Valuation Period, but will be given effect as of the Open of Business on the Record Date for such Spin-off.

Notwithstanding the foregoing, in respect of any exchange by a Class A Shareholder during the Valuation Period, references contained in the definition of Valuation Period to “ten (10) consecutive Trading Days” shall be deemed for the purposes of the foregoing for such holder to be replaced with such lesser number of Trading Days as have elapsed between the Record Date of such Spin-off and the Trading Day immediately preceding the Exchange Date in determining the Conversion Factor. If any such Spin-off does not occur, the Conversion Factor shall be decreased, effective as of the date the BEP GP determines not to proceed with the Spin-off, to be the Conversion Factor that would then be in effect if such Spin-off had not been pursued.

(iv) BEP or one of its subsidiaries makes a payment in respect of a tender or exchange offer for the BEP Units (but excluding for all purposes any tender or exchange offer involving an offer to exchange BEP Units for Class A Shares or any other security that is economically equivalent to BEP Units), to the extent that the cash and value of any other consideration included in the payment per BEP Unit exceeds the average of the BEP Unit Value over the ten (10) consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Date”), then the Conversion Factor shall be adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Trading Day next succeeding the Expiration Date by a fraction (a) the numerator of which shall be (x) the sum of the aggregate value of all cash and any other consideration (as determined by the BEP GP) paid or payable in respect of BEP Units in such tender or exchange offer plus (y) the average of the BEP Unit Value over the ten (10) consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration Date multiplied by the number of BEP Units issued and outstanding immediately after the Expiration Date (after giving effect to the purchase of all BEP Units accepted for purchase or exchange in such tender or exchange offer, without duplication), and (b) the denominator of which shall be the number of BEP Units issued and outstanding immediately prior to the Expiration Date (before giving effect to the purchase of all BEP Units accepted for purchase or exchange in such tender or exchange offer) multiplied by the average of the BEP Unit Value over the ten (10) consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration Date.

For greater certainty, no adjustment under this clause (iv) will be made for any normal course issuer bid or similar stock buyback. Any adjustment under this clause (iv) will be made immediately after the Close of Business on the tenth (10th) Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date and shall be given effect as of the Open of Business on the day next succeeding the Expiration Date.

Notwithstanding the foregoing, in respect of any exchange by a Class A Shareholder during the Valuation Period, references above to “ten (10) consecutive Trading Days” shall be deemed for such holder to be replaced with such lesser number of Trading Days as have elapsed between the Expiration Date and the Trading Day immediately preceding the Exchange Date in determining the Conversion Factor.

(v) the Company (a) declares or pays a dividend on its outstanding Class A Shares wholly or partly in Class A Shares; (b) splits or subdivides its outstanding Class A Shares or (c) effects a reverse share split or otherwise combines or reclassifies its outstanding Class A Shares into a smaller number of Class A Shares, the Conversion Factor shall be adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Record Date for such event by a fraction, (x) the numerator of which shall be the number of Class A Shares issued and outstanding as of the Close of Business on the Record Date for such dividend or the Effective Date for such split, subdivision, reverse split, combination or reclassification, as applicable (determined without the assumption for such purpose that such dividend, split, subdivision, reverse split, combination or reclassification has occurred as of such time), and (y) the denominator of which shall be the actual number of Class A Shares (assuming the above assumption has occurred) issued and outstanding as of the Close of Business on the Record Date for such dividend or the Effective Date for such split, subdivision, reverse split, combination or reclassification, as applicable.

Any adjustment under this clause (v) shall become effective immediately after the Open of Business on the Record Date for such dividend, or immediately after the Open of Business on the Effective Date for such split, subdivision, reverse split, combination or reclassification, as applicable. If such dividend of the type described in this clause (v) is declared but not so paid or made and will not be so paid or made, the Conversion Factor shall be immediately readjusted, effective as of the date the board of directors determines not to pay such dividend, to the Conversion Factor that would be in effect if such dividend had not been declared.

(vi) the Company distributes any rights, options or warrants to all or substantially all holders of Class A Shares to convert into, exchange for or subscribe for or to purchase or to otherwise acquire Class A Shares (or other securities convertible into, exchangeable for or exercisable for Class A Shares) at a price per share that is less than the average of the Class A Share Value for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance (each a “Class A Distributed Right”), then, as of the Record Date for the distribution of such Class A Distributed Rights or, if later, the time such Class A Distributed Rights become exercisable, the Conversion Factor shall be adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Record Date by a fraction (A) the numerator of which shall be (x) the number of Class A Shares issued and outstanding as of the Close of Business on the Record Date (or, if later, the date such Class A Distributed Rights become exercisable) plus (y) such number of Class A Shares determined by dividing the minimum aggregate cash purchase price under such Class A Distributed Rights of the maximum number of Class A Shares purchasable under such Class A Distributed Rights by the average of the Class A Share Value for the ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance (or, if later, the date such Class A Distributed Rights become exercisable) and (B) the denominator of which shall be the number of Class A Shares issued and outstanding as of the Close of Business on the Record Date (or, if later, the date such Class A Distributed Rights become exercisable) plus the maximum number of Class A Shares purchasable under such Class A Distributed Rights; provided, however, that, if any such Class A Distributed Rights expire or become no longer exercisable, then the Conversion Factor shall be adjusted, effective retroactive to the Record Date of the Class A Distributed Rights, to reflect a reduced maximum number of Class A Shares or any change in the minimum aggregate purchase price for the purposes of the above fraction.

Any adjustment under this clause (vi) will be made successively whenever such rights, options or warrants are issued and shall become effective immediately after the Open of Business on the Record Date (or, if later, the date such Class A Distributed Rights become exercisable) for such issuance. To the extent that the Class A Shares are not delivered and will not be delivered after the exercise of such rights, options or warrants, the Conversion Factor shall be increased to the Conversion Factor that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of Class A Shares actually delivered. If such rights, options or warrants are not so issued, the Conversion Factor shall be increased, effective as of the date the board of directors determines not to issue such rights, options or warrants, to the Conversion Factor that would then be in effect if such Record Date for such issuance had not occurred.

In determining the minimum aggregate purchase price under such Class A Distributed Rights, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the board of directors.

Any adjustment to the Conversion Factor shall be calculated up to four (4) decimal places. Within ten (10) Business Days of the effectiveness of any adjustment or readjustment of the Conversion Factor, the Company shall make a public announcement of such adjustment or readjustment.

Notwithstanding the foregoing, the Conversion Factor shall not be adjusted in connection with (a) an event described in clauses (i) through (iv) above (other than clause (iii)(B) above) if, in connection with such event, the Company makes a distribution of cash, Class A Shares, BEP Units and/or rights, options or warrants to acquire Class A Shares and/or BEP Units with respect to all applicable Class A Shares, splits or subdivides the Class A Shares, distributes to all or substantially all holders of Class A Shares evidences of its indebtedness or assets or effects a reverse split of, or otherwise combines or makes an offer for, the Class A Shares, as applicable, that, in the determination of the Company, is comparable as a whole in all material respects with such event, (b) a Spin-off as described in clause (iii)(B) above if the Company makes a distribution of the share capital or similar equity interests distributed to BEP Unit holders in the Spin-off in an amount and on terms that are comparable in all material respects to such Spin-off, or (c) an event described in clauses (v) through (vi) above if, in connection with such event, BEP makes a distribution of cash, Class A Shares, BEP Units and/or rights, options or warrants to acquire Class A Shares and/or BEP Units with respect to all BEP Units, splits or subdivides the BEP Units or effects a reverse split of, or otherwise combines or makes an offer for, the BEP Units, as applicable, that, in the determination of the Company, is comparable as a whole in all material respects with such event;

(ee) “Conversion Notice” has the meaning as provided in §26.32;

(ff) “Effective Date” means, with respect to an event described in clauses (i) and (v) of the definition of “Conversion Factor” above, the first date on which the BEP Units or Class A Shares, as applicable, trade on the applicable exchange or in the applicable market, in a regular way, reflecting the relevant unit or share split, subdivision, reserve split, combination or reclassification, as applicable;

(gg) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended;

(hh) “Exchange Consideration” has the meaning as provided in §26.14;

(ii) “Exchange Date” means the date upon which a Tendering Class A Shareholder’s Exchange Right has been satisfied by the delivery of the Exchange Consideration to such Tendering Class A Shareholder with respect to its Tendered Class A Shares;

(jj) “Exchange-Redemption Call Right” has the meaning as provided in §26.24;

(kk) “Exchange Right” has the meaning as provided in §26.12;

(ll) “Ex-Dividend Date” means, in respect of a dividend or distribution on the applicable securities, (a) the date on which such securities are traded without an entitlement to such dividend or distribution or (b) where such securities trade on a due bill basis, the date on which such dividend or distribution is paid;

(mm) “Expiration Date” has the meaning as provided in clause (iv) of the definition of “Conversion Factor” above;

(nn) “Governing Body” means (i) with respect to a corporation or limited company, the board of directors of such corporation or limited company, (ii) with respect to a limited liability company, the manager(s), director(s) or managing partner(s) of such limited liability company, (iii) with respect to a partnership, the board, committee or other body of each general partner or managing partner of such partnership, respectively, that serves a similar function (or if any such general partner is itself a partnership, the board, committee or other body of such general or managing partner’s general or managing partner that serves a similar function), and (iv) with respect to any other Person, the body of such Person that serves a similar function, and in the case of each of (i) through (iv) includes any committee or other subdivision of such body and any Person to whom such body has delegated any power or authority, including any officer or managing director;

(oo) Interpretation Act” means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;

(pp) “Last Reported Sale Price” means with respect to a security on a particular date, the market price of such security on such date or, if such date is not a Trading Day, the most recent Trading Day. The market price for each such Trading Day shall be: (i) if such security is listed on a U.S. National Securities Exchange, the closing price per security (or, if no closing price is reported, the average of the last quoted bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices) on such day for such U.S. National Securities Exchange (or, if listed on more than one U.S. National Securities Exchange, the U.S. National Securities Exchange with the greatest volume of trading by dollar value over the 12-month period preceding the date of the calculation); (ii) if such security is not listed on a U.S. National Securities Exchange but is listed on the TSX, the U.S. dollar equivalent (calculated using the rate published by the Bank of Canada as of 4:30 p.m., Eastern Time, on such date) of the closing price per security (or, if no closing price is reported, the average of the last quoted bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices) on such day for the TSX; (iii) if such security is not listed or admitted to trading on any U.S. National Securities Exchange or the TSX, the last quoted bid price on such day in the over-the-counter market on such day as reported by OTC Markets Group Inc. or a similar organization; or (iv) if such security is not listed or admitted to trading on any U.S. National Securities Exchange or the TSX and such security is not quoted in the over-the-counter market, the average of the mid-point of the last quoted bid and ask prices on such day from each of at least three nationally recognized independent investment banking firms selected by the Company for such purpose;

(qq) “Laws” means all federal, provincial, state, municipal, regional and local laws (including common law), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, certificates, ordinances, judgments, injunctions, determinations, awards, decrees, legally binding codes, policies or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any governmental entity, and the term “applicable” with respect to such Laws and in a context that refers to one or more Persons, means such Laws as are binding upon or applicable to such Person or its assets;

(rr) “legal personalrepresentative” means the personal or other legal representative of the shareholder;

(ss) “Liquidation Amount” has the meaning as provided in §26.26;

(tt) “Liquidation Call Consideration” has the meaning as provided in §26.29;

(uu) “Liquidation Call Right” has the meaning as provided in §26.29;

(vv) “Liquidation Date” has the meaning as provided in §26.26;

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(ww) “Liquidation Event” has the meaning as provided in §26.26;

(xx) “Liquidation Reference Date” has the meaning as provided in §26.26;

(yy) “Non-Affiliated Holders” means the holders of Class A Shares other than BEP-Affiliated Class A Shareholders;

(zz) “Notice of Class A Redemption” means a Notice of Redemption substantially in the form set forth on Exhibit B hereto;

(aaa) “Notice of Class BRetraction” means a Notice of Retraction substantially in the form set forth on Exhibit C hereto;

(bbb) “Notice ofExchange” means a Notice of Exchange substantially in the form set forth on Exhibit A hereto (or notice of the exercise of Exchange Rights in such other form as may be acceptable to the Company);

(ccc) “Open of Business” means 9:00 a.m., Eastern Time;

(ddd) “Person” means any natural person, partnership, limited partnership, limited liability partnership, joint venture, syndicate, sole proprietorship, company or corporation (with or without share capital), limited liability corporation, unlimited liability company, joint stock company, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, governmental entity or other entity however designated or constituted and pronouns have a similarly extended meaning;

(eee) “Record Date” means with respect to any dividend, distribution or other transaction or event in which the holders of BEP Units and/or Class A Shares have the right to receive any cash, securities, assets or other property or in which BEP Units and/or Class A Shares are exchanged for or converted into any combination of securities, cash, assets or other property, the date fixed for determination of holders of BEP Units and/or Class A Shares entitled to receive such cash, securities, assets or other property (whether such date is fixed by the board of directors or the BEP GP, as applicable, or a duly authorized committee thereof, or as determined pursuant to any statute, constating document, contract or otherwise);

(fff) “Redemption Consideration” has the meaning as provided in §26.22;

(ggg) “registered address” of a shareholder means the shareholder’s address as recorded in the central securities register;

(hhh) “Rights Agent” means Wilmington Trust, National Association or any successor thereto as rights agent for the Secondary Exchange Amount;

(iii) “Rights Agreement” means that certain Rights Agreement to be entered into by and between BN and the Rights Agent on or prior to the initial issuance of Class A Shares by the Company as it may be amended or modified from time to time in accordance with the terms thereof;

(jjj) “Secondary Exchange Amount” means, with respect to a Tendered Share, the BEP Units Amount for such Tendered Share or, at the election of BN, the Cash Amount for such Tendered Share, in each case, on the terms and subject to the conditions of the Rights Agreement;

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(kkk) “Secondary Exchange Date” means, with respect to any Class A Share, the date that is two (2) Business Days following the Specified Exchange Date or Specified Class A Redemption Date, as applicable, with respect to such Class A Share;

(lll) “Secondary Exchange Right” has the meaning set forth in §26.17;

(mmm) “share” means a share in the share structure of the Company;

(nnn) “special majority” means the number of votes described in §11.2 which is required to pass a special resolution;

(ooo) “Specified Class A Redemption Date” means, with respect to the Notice of Class A Redemption, the sixtieth (60th) day following delivery of such Notice of Class A Redemption to the Class A Shareholder or such later day specified in such Notice of Class A Redemption;

(ppp) “Specified Class B Retraction Date” means, with respect to each Notice of Class B Retraction, the thirtieth (30th) day following receipt of such Notice of Class B Retraction by the Company;

(qqq) “Specified Exchange Date” means, with respect to each Notice of Exchange for which an Exchange Date has not occurred prior thereto, the tenth (10th) Business Day following the receipt of such Notice of Exchange by the Transfer Agent;

(rrr) “Spin-off” means a payment by BEP of a distribution of shares of any class or series, or similar equity interest, of or relating to a subsidiary or business unit of BEP, that are, or, when issued, will be, listed or admitted for trading on a U.S. National Securities Exchange or the TSX;

(sss) “Tendered Class A Shares” has the meaning as provided in §26.12;

(ttt) “Tendered Class B Shares” has the meaning as provided in §27.11;

(uuu) “Tendered Shares” means the Tendered Class A Shares, Tendered Class B Shares, as applicable;

(vvv) “Tendering Class A Shareholder” has the meaning as provided in §26.12;

(www) “Tendering Class B Shareholder” has the meaning as provided in §27.11;

(xxx) “Trading Day” means a day on which (a) trading in the applicable securities generally occurs on a U.S. National Securities Exchange or, if the applicable securities are not then listed on a U.S. National Securities Exchange, on the TSX or such other market on which the applicable securities are then traded and (b) a Last Reported Sale Price for the applicable securities is available on such securities exchange or market. If the applicable securities are not so listed, or in the case of unlisted securities, so traded, “Trading Day” means a “Business Day”;

(yyy) “Transfer” means any sale, assignment, surrender, gift or transfer of ownership of, the granting or foreclosure of a pledge, mortgage, charge, security interest, hypothecation or other encumbrance, whether voluntary, involuntary, by operation of law or otherwise, or the entry into of any contract, option or other arrangement or understanding with respect to the foregoing;

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(zzz) “Transfer Agent” means Computershare Investor Services Inc., and includes any person who becomes a successor or replacement transfer agent is deemed to refer to all successors, including, without limitation, by operation of law of such transfer agent;

(aaaa) “TSX” means Toronto Stock Exchange;

(bbbb) “Unpaid Dividends” has the meaning as provided in §26.3;

(cccc) “U.S. National Securities Exchange” means an exchange registered with the U.S. Securities and Exchange Commission under Section 6(a) of the Exchange Act on which the applicable securities are listed, or if the applicable securities are not listed on an exchange so registered with the U.S. Securities and Exchange Commission, any other U.S. exchange, whether or not so registered, on which the applicable securities are listed;

(dddd) “Valuation Date” means (i) the date of receipt by the Transfer Agent of a Notice of Exchange, or by the Company of a Notice of Class B Retraction, or, if such date is not a Trading Day, the first (1st) Trading Day thereafter; or (ii) the day immediately preceding the date the Company issues a Notice of Class A Redemption, or, if such day is not a Business Day, the Trading Day immediately preceding such day; and

(eeee) “Valuation Period” means, with respect to any Spin-off, the ten (10) consecutive Trading Day period commencing on, and including, the Ex-Dividend Date of the Spin-off.

Act and Interpretation Act Definitions Applicable

1.2 The definitions in the Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and except as the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Act will prevail. If there is a conflict or inconsistency between these Articles and the Act, the Act will prevail.

Actions on Non-Business Days

1.3 Whenever any payment to be made or action to be taken hereunder is required to be made or taken on a day other than a Business Day, such payment shall be made or action taken on the next following Business Day.

Currency

1.4 Except where otherwise expressly provided herein, all amounts are stated in U.S. currency.

PART 2

SHARES AND SHARECERTIFICATES

Authorized Share Structure

2.1 The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

Form of Share Certificate

2.2 Each share certificate issued by the Company must comply with, and be signed as required by, the Act.

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Shareholder Entitled to Certificate, Acknowledgment or Written Notice

2.3 Unless the shares of which the shareholder is the registered owner are uncertificated shares, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or (b) a nontransferable written acknowledgment of the shareholder’s right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders’ duly authorized agents will be sufficient delivery to all. If a shareholder is the registered owner of uncertificated shares, the Company must send to a holder of an uncertificated share a written notice containing the information required by the Act within a reasonable time after the issue or transfer of such share.

Delivery by Mail

2.4 Any share certificate or non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

Replacement of Worn Out or Defaced Certificate or Acknowledgement

2.5 If a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate is worn out or defaced, the Company must, on production of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as are deemed fit:

(a) cancel the share certificate or acknowledgment; and

(b) issue a replacement share certificate or acknowledgment.

Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment

2.6 If a share certificate or a non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate is lost, stolen or destroyed, the Company must issue a replacement share certificate or acknowledgment, as the case may be, to the person entitled to that share certificate or acknowledgment, if it receives:

(a) proof satisfactory to it of the loss, theft or destruction; and

(b) any indemnity the directors consider adequate.

Splitting Share Certificates

2.7 If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

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Certificate Fee

2.8 There must be paid to the Company, in relation to the issue of any share certificate under §2.5, §2.6 or §2.7, the amount, if any, not exceeding the amount prescribed under the Act, determined by the directors.

Recognition of Trusts

2.9 Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

PART 3

ISSUE OF SHARES

Directors Authorized

3.1 Subject to the Act and the rights, if any, of the holders of issued shares of the Company, the Company may allot, issue, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the consideration (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

Commissions and Discounts

3.2 The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person’s purchase or agreement to purchase shares of the Company from the Company or any other person’s procurement or agreement to procure purchasers for shares of the Company.

Brokerage

3.3 The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

Conditions of Issue

3.4 Except as provided for by the Act, no share may be issued until it is fully paid. A share is fully paid when:

(a) consideration is provided to the Company for the issue of the share by one or more of the following:

(i) past services performed for the Company;

(ii) property;

(iii) money; and

(b) the value of the consideration received by the Company equals or exceeds the issue price set for the share under §3.1.

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Share Purchase Warrants and Rights

3.5 Subject to the Act and the rights if any, of the holders of issued shares of the Company, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

PART 4

SHARE REGISTERS

Central SecuritiesRegister

4.1 As required by and subject to the Act, the Company must maintain a central securities register and may appoint an agent to maintain such register. The directors may appoint one or more agents, including the agent appointed to keep the central securities register, as transfer agent for shares or any class or series of shares and the same or another agent as registrar for shares or such class or series of shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place. If the directors designate a location outside British Columbia as the location at which the company maintains its central securities register, the central securities register must be available for inspection and copying in accordance with the Act at a location inside British Columbia by means of a computer terminal or other electronic technology.

PART 5

SHARE TRANSFERS

Registering Transfers

5.1 A transfer of a share must not be registered unless the Company or the transfer agent or registrar for the class or series of shares to be transferred has received:

(a) except as exempted by the Act, a duly signed proper instrument of transfer in respect of the share;

(b) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate;

(c) if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment; and

(d) such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of share to be transferred may require to prove the title of the transferor or the transferor’s right to transfer the share, the due signing of the instrument of transfer and the right of the transferee to have the transfer registered.

Form of Instrument of Transfer

5.2 The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates of that class or series or in some other form that may be approved by the directors.

Transferor Remains Shareholder

5.3 Except to the extent that the Act otherwise provides, the transferor of a share is deemed to remain the holder of it until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

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Signing of Instrument of Transfer

5.4 If a shareholder, or the shareholder’s duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:

(a) in the name of the person named as transferee in that instrument of transfer; or

(b) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

Enquiry as to Title Not Required

5.5 Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares transferred, of any interest in such shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

Transfer Fee

5.6 There must be paid to the Company, in relation to the registration of a transfer, the amount, if any, determined by the directors.

PART 6

TRANSMISSION OF SHARES

Legal PersonalRepresentative Recognized on Death

6.1 In case of the death of a shareholder, the legal personal representative of the shareholder, or in the case of shares registered in the shareholder’s name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative of a shareholder, the Company shall receive the documentation required by the Act.

Rights of Legal Personal Representative

6.2 The legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Act and the directors have been deposited with the Company. This §6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the name of the shareholder and the name of another person in joint tenancy.

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(b) increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class of shares or establish a maximum number of shares that the Company is authorized to issue out of any class of shares for which no maximum is established;

(d) if the Company is authorized to issue shares of a class of shares with par value:

(i) decrease the par value of those shares; or

(ii) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

(e) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;

(f) alter the identifying name of any of its shares; or

(g) otherwise alter its shares or authorized share structure when required or permitted to do so by the Act where it does not specify by a special resolution;

and, if applicable, alter its Notice of Articles and Articles accordingly.

Special Rights or Restrictions

9.2 Subject to the Act and in particular those provisions of the Act relating to the rights of holders of outstanding shares to vote if their rights are prejudiced or interfered with, the Company may by ordinary resolution:

(a) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class of shares, whether or not any or all of those shares have been issued; or

(b) vary or delete any special rights or restrictions attached to the shares of any class of shares, whether or not any or all of those shares have been issued,

and alter its Notice of Articles and Articles accordingly.

Change of Name

9.3 The Company may by directors resolution authorize an alteration of its Notice of Articles in order to change its name or adopt or change any translation of that name.

OtherAlterations

9.4 If the Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by ordinary resolution alter these Articles.

PART 10

MEETINGS OF SHAREHOLDERS

AnnualGeneral Meetings

10.1 Unless an annual general meeting is deferred or waived in accordance with the Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

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Resolution Instead of Annual General Meeting

10.2 If all the shareholders who are entitled to vote at an annual general meeting consent in writing by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this §10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting. A unanimous resolution passed in writing under this §10.2 may be by signed document, fax, email or any other method of transmitting legibly recorded messages. Any electronic signature on a unanimous resolution, whether digital or encrypted, shall be deemed to have the same force and effect as a manual signature. A unanimous resolution in writing may be in two or more counterparts which together are deemed to constitute one unanimous resolution in writing.

Calling of Meetings of Shareholders

10.3 The directors may, at any time, call a meeting of shareholders.

Notice for Meetings of Shareholders

10.4 The Company must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as a special resolution and any notice to consider approving a continuation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting), in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(a) if the Company is a public company, 21 days;

(b) otherwise, 10 days.

Record Date forNotice

10.5 The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(a) if the Company is a public company, 21 days;

(b) otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

Record Date for Voting

10.6 The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

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Failure to Give Notice and Waiver of Notice

10.7 The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive that entitlement or may agree to reduce the period of that notice. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Notice of Special Business at Meetings of Shareholders

10.8 If a meeting of shareholders is to consider special business within the meaning of §11.1, the notice of meeting must:

(a) state the general nature of the special business; and

(b) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

(i) at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and

(ii) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

Place of Meetings

10.9 In addition to any location in British Columbia, any general meeting may be held in any location outside British Columbia approved by a resolution of the directors, or if so approved by a resolution of the directors, any general meeting may be held entirely by means of an electronic or other communication facility that permits all persons participating in the meeting to communicate adequately with each other to the extent permitted by the Act.

PART 11

PROCEEDINGS ATMEETINGS OF SHAREHOLDERS

Special Business

11.1 At a meeting of shareholders, the following business is special business:

(a) at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;

(b) at an annual general meeting, all business is special business except for the following:

(i) business relating to the conduct of or voting at the meeting;

(ii) consideration of any financial statements of the Company presented to the meeting;

(iii) consideration of any reports of the directors or auditor;

(iv) the setting or changing of the number of directors;

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(v) the election or appointment of directors;

(vi) the appointment of an auditor;

(vii) the setting of the remuneration of an auditor;

(viii) business arising out of a report of the directors not requiring the passing of a special resolution;

(ix) any other business which, under these Articles or the Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

Special Resolutions

11.2 The number of votes required for the Company to pass a special resolution at a general meeting of shareholders is two-thirds of the votes cast on the resolution.

Ordinary Resolutions

11.3 The number of votes required for the Company to pass an ordinary resolution at a general meeting of shareholders is a majority of the votes cast on the resolution.

Quorum

11.4 Subject to the special rights or restrictions attached to the shares of any class or series of shares, and to §11.6, the quorum for the transaction of business at a meeting of shareholders is at least one holder of Class A Shares and one holder of Class B Shares, whether present in person or represented by proxy, in the aggregate, hold at least 25% of the votes attached to the shares entitled to be voted at the meeting. At any time that no Class A Shares are outstanding, the quorum will be at least one holder of Class B Shares.

11.5 Where a separate vote by a class or series or classes or series is required, the quorum for that matter is at least two shareholders who, whether present in person or represented by proxy, in the aggregate, hold at least 25% of the votes attached to the shares of such class or series or classes or series entitled to vote on that matter.

One Shareholder May Constitute Quorum

11.6 If there is only one shareholder entitled to vote at a meeting of shareholders:

(a) the quorum is one person who is, or who represents by proxy, that shareholder, and

(b) that shareholder, present in person or by proxy, may constitute the meeting.

Persons Entitled to Attend Meeting

11.7 In addition to those persons who are entitled to vote at a meeting of shareholders, the only other persons entitled to be present at the meeting are the directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company, any persons invited to be present at the meeting by the directors or by the chair of the meeting and any persons entitled or required under the Act or these Articles to be present at the meeting; but if any of those persons does attend the meeting, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

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Requirement of Quorum

11.8 No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

Lack of Quorum

11.9 If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(a) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

(b) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place specified in the notice calling the meeting unless otherwise determined by an ordinary resolutions of those shareholders present and for which notification is provided to all shareholders entitled to attend such meeting.

Lack of Quorum at Succeeding Meeting

11.10 If, at the meeting to which the meeting referred to in §11.9(b) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy one or more shareholders, entitled to attend and vote at the meeting shall be deemed to constitute a quorum.

Chair

11.11 The following individual is entitled to preside as chair at a meeting of shareholders:

(a) the chair of the board, if any; or

(b) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

Selection of Alternate Chair

11.12 If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present may choose either one of their number or the lawyer of the Company to be chair of the meeting. If all of the directors present decline to take the chair or fail to so choose or if no director is present or the lawyer of the Company declines to take the chair, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

Adjournments

11.13 The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

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Notice of Adjourned Meeting

11.14 It is not necessary to give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

Decisions by Show of Hands or Poll

11.15 Subject to the Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by any shareholder entitled to vote who is present in person or by proxy.

Declaration of Result

11.16 The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under §11.15, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

MotionNeed Not be Seconded

11.17 No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

Casting Vote

11.18 In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

Manner of Taking Poll

11.19 Subject to §11.20, if a poll is duly demanded at a meeting of shareholders:

(a) the poll must be taken:

(i) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

(ii) in the manner, at the time and at the place that the chair of the meeting directs;

(b) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

Demand for Poll on Adjournment

11.20 A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

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Chair Must Resolve Dispute

11.21 In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and the determination of the chair made in good faith is final and conclusive.

Casting of Votes

11.22 On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

No Demand for Poll on Election of Chair

11.23 No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

Demand for Poll Not to Prevent Continuance of Meeting

11.24 The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

Retention of Ballots and Proxies

11.25 The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxy holder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

PART 12

VOTES OFSHAREHOLDERS

Number of Votes by Shareholder or by Shares

12.1 Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under §12.3:

(a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

(b) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

Votes of Persons in Representative Capacity

12.2 A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

Votes by Joint Holders

12.3 If there are joint shareholders registered in respect of any share:

(a) any one of the joint shareholders may vote at any meeting of shareholders, personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or

(b) if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

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Legal Personal Representatives as Joint Shareholders

12.4 Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of §12.3, deemed to be joint shareholders registered in respect of that share.

Representative of a Corporate Shareholder

12.5 If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(a) for that purpose, the instrument appointing a representative must be received:

(i) at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of Business Days specified in the notice for the receipt of proxies, or if no number of days is specified, two Business Days before the day set for the holding of the meeting or any adjourned meeting; or

(ii) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting;

(b) if a representative is appointed under this §12.5:

(i) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

(ii) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

Proxy Provisions Do Not Apply to All Companies

12.6 If and for so long as the Company is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply, then §12.7 to §12.15 are not mandatory, however the directors of the Company are authorized to apply all or part of such sections or to adopt alternative procedures for proxy form, deposit and revocation procedures to the extent that the directors deem necessary in order to comply with securities laws applicable to the Company.

Appointment of Proxy Holders

12.7 Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

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Alternate Proxy Holders

12.8 A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

Proxy Holder Need Not Be Shareholder

12.9 A proxy holder need not be a shareholder of the Company.

Deposit of Proxy

12.10 A proxy for a meeting of shareholders must:

(a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of Business Days specified in the notice, or if no number of days is specified, two Business Days before the day set for the holding of the meeting or any adjourned meeting; or

(b) unless the notice provides otherwise, be received, at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages, including through Internet or telephone voting or by email, if permitted by the notice calling the meeting or the information circular for the meeting.

Validity of Proxy Vote

12.11 A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(a) at the registered office of the Company, at any time up to and including the last Business Day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or

(b) at the meeting or any adjourned meeting by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.

Form of Proxy

12.12 A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[name of company]

(the “Company”)

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

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Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the undersigned):

Signed [month, day, year]
[Signature of shareholder]
[Name of shareholder—printed]

Revocation of Proxy

12.13 Subject to §12.14, every proxy may be revoked by an instrument in writing that is received:

(a) at the registered office of the Company at any time up to and including the last Business Day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or

(b) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.

Revocation of Proxy Must Be Signed

12.14 An instrument referred to in §12.13 must be signed as follows:

(a) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or the shareholder’s legal personal representative or trustee in bankruptcy;

(b) if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under §12.5.

Productionof Evidence of Authority to Vote

12.15 The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

PART 13

DIRECTORS

First Directors;Number of Directors

13.1 The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Act. The number of directors, excluding additional directors appointed under §14.8, is set at:

(a) subject to §(b) and §(c), the number of directors that is equal to the number of the Company’s first directors;

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(b) if the Company is a public company, the greater of three and the most recently set of:

(i) the number of directors set by a resolution of the directors (whether or not previous notice of the resolution was given); and

(ii) the number of directors in office pursuant to §14.4;

(i) the number of directors set by a resolution of the directors (whether or not previous notice of the resolution was given); and

(ii) the number of directors in office pursuant to §14.4.

Change in Number of Directors

13.2 If the number of directors is set under §13.1(b)(i) or §13.1(c)(i), subject to any restrictions in the Act and to §14.8, the board of directors may appoint the directors needed to fill any vacancies in the board of directors up to that number.

Directors’ Acts Valid Despite Vacancy

13.3 An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

Qualifications of Directors

13.4 A director is not required to hold a share in the share structure of the Company as qualification for his or her office but must be qualified as required by the Act to become, act or continue to act as a director.

Remuneration of Directors

13.5 The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders.

Reimbursement of Expenses of Directors

13.6 The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

Special Remuneration forDirectors

13.7 If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, he or she may be paid remuneration fixed by the directors, or at the option of the directors, fixed by ordinary resolution, and such remuneration will be in addition to any other remuneration that he or she may be entitled to receive.

Gratuity, Pension or Allowance on Retirement of Director

13.8 Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

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Directors May Fill Casual Vacancies

14.5 Any casual vacancy occurring in the board of directors may be filled by the directors.

Remaining Directors Power to Act

14.6 The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Act, for any other purpose.

Shareholders May Fill Vacancies

14.7 If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

Additional Directors

14.8 Notwithstanding §13.1, §13.2, and §14.1, between annual general meetings or by unanimous resolutions contemplated by §10.2, the directors may appoint one or more additional directors but the number of additional directors appointed under this §14.8 must not at any time exceed one-third of the number of the current directors who were elected or appointed as directors other than under this §14.8. Any director so appointed ceases to hold office immediately before the next election or appointment of directors under §14.1(a), but is eligible for re-election or reappointment.

Ceasing to bea Director

14.9 A director ceases to be a director when:

(a) the term of office of the director expires;

(b) the director dies;

(d) the director is removed from office pursuant to §14.10 or §14.11.

Removal of Director by Shareholders

14.10 The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

Removal of Director by Directors

14.11 The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

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Nomination of Directors

14.12

(a) Subject only to the Act, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting):

(i) by or at the direction of the board or an authorized officer of the Company, including pursuant to a notice of meeting;

(ii) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act or a requisition of the shareholders made in accordance with the provisions of the Act; or

(iii) by any person (a “NominatingShareholder”) (A) who, at the close of business on the date of the giving of the notice provided for below in this §14.12 and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and (B) who complies with the notice procedures set forth below in this §14.12.

(b) In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, such person must be given

(i) timely notice thereof in proper written form to an officer of the Company of the Company at the principal executive offices of the Company in accordance with this §14.12 and

(ii) the representation and agreement with respect to each candidate for nomination as required by, and within the time period specified in §14.12(c).

(c) To be timely under §14.12(b)(i), a Nominating Shareholder’s notice to an officer of the Company, being either the Chief Executive Officer, the Chief Financial Officer, or the Corporate Secretary (singularly, “an officer of the Company”), must be made:

(i) in the case of an annual meeting of shareholders, not less than 40 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is called for a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the tenth (10th) day following the Notice Date; and

(ii) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

(iii) Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this §14.12(c).

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(d) To be in proper written form, a Nominating Shareholder’s notice to an officer of the Company, under §14.12(b) must set forth:

(i) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as of the record date for the Meeting of Shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, (D) a statement as to whether such person would be “independent” of the Company (within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, as such provisions may be **** amended from time to time and, if applicable, the listing standards of the securities exchange(s) on which the Class A Shares may then be listed) if elected as a director at such meeting and the reasons and basis for such determination and (E) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws; and

(ii) as to the Nominating Shareholder giving the notice, (A) any information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws, and (B) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the Nominating Shareholder as of the record date for the Meeting of Shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice.

(e) No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this §14.12; provided, however, that nothing in this §14.12 shall be deemed to preclude discussion by a shareholder (as distinct from nominating directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

(f) For purposes of this §14.12:

(i) “Applicable Securities Laws” means the Securities Act (British Columbia) and the equivalent legislation in the other provinces and in the territories of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each of the applicable provinces and territories of Canada;

(ii) “Associate”, when used to indicate a relationship with a specified person, shall mean (A) any corporation or trust of which such person owns beneficially, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of such corporation or trust for the time being outstanding, (B) any partner of that person, (C) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, (D) a spouse of such specified person, (E) any person of either sex with whom such specified person is living in conjugal relationship outside marriage or (F) any relative of such specified person or of a person mentioned in clauses (D) or (E) of this definition if that relative has the same residence as the specified person;

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(iii) “Derivatives Contract” shall mean a contract between two parties (the “Receiving Party” and the “Counterparty”) that is designed to expose the Receiving Party to economic benefits and risks that correspond substantially to the ownership by the Receiving Party of a number of shares in the capital of the Company or securities convertible into such shares specified or referenced in such contract (the number corresponding to such economic benefits and risks, the “Notional Securities”), regardless of whether obligations under such contract are required or permitted to be settled through the delivery of cash, shares in the capital of the Company or securities convertible into such shares or other property, without regard to any short position under the same or any other Derivatives Contract. For the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate governmental authority shall not be deemed to be Derivatives Contracts;

(iv) “Meeting of Shareholders” shall mean such annual shareholders meeting or special shareholders meeting, whether general or not, at which one or more persons are nominated for election to the board by a Nominating Shareholder;

(v) “owned beneficially” or “owns beneficially” means, in connection with the ownership of shares in the capital of the Company by a person, (A) any such shares as to which such person or any of such person’s affiliates or Associates owns at law or in equity, or has the right to acquire or become the owner at law or in equity, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, upon the exercise of any conversion right, exchange right or purchase right attaching to any securities, or pursuant to any agreement, arrangement, pledge or understanding whether or not in writing; (B) any such shares as to which such person or any of such person’s affiliates or Associates has the right to vote, or the right to direct the voting, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any contingency or the making of any payment, pursuant to any agreement, arrangement, pledge or understanding whether or not in writing; (C) any such shares which are beneficially owned, directly or indirectly, by a Counterparty (or any of such Counterparty’s affiliates or Associates) under any Derivatives Contract (without regard to any short or similar position under the same or any other Derivatives Contract) to which such person or any of such person’s affiliates or Associates is a Receiving Party; provided, however that the number of shares that a person owns beneficially pursuant to this clause (C) in connection with a particular Derivatives Contract shall not exceed the number of Notional Securities with respect to such Derivatives Contract; provided, further, that the number of securities owned beneficially by each Counterparty (including their respective affiliates and Associates) under a Derivatives Contract shall for purposes of this clause be deemed to include all securities that are owned beneficially, directly or indirectly, by any other Counterparty (or any of such other Counterparty’s affiliates or Associates) under any Derivatives Contract to which such first Counterparty (or any of such first Counterparty’s affiliates or Associates) is a Receiving Party and this proviso shall be applied to successive Counterparties as appropriate; and (D) any such shares which are owned beneficially within the meaning of this definition by any other person with whom such person is acting jointly or in concert with respect to the Company or any of its securities; and

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(vi) “public announcement” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company or its agents under its profile on the System of Electronic Document Analysis and Retrieval at www.sedarplus.ca.

(g) Notwithstanding any other provision to this §14.12, notice or any delivery given to an officer of the Company pursuant to this §14.12 may only be given by personal delivery, facsimile transmission, email or other electronic transmission method made available by the Company, and shall be deemed to have been given and made only at the time it is served by personal delivery, email, electronic transmission or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to an officer of the Company at the address of the principal executive offices of the Company; provided that if such delivery or electronic communication is made on a day which is a not a Business Day or later than 5:00 p.m. (Vancouver time) on a day which is a Business Day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a Business Day.

14.13 In no event shall any adjournment or postponement of a Meeting of Shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described in §14.12(c).

PART 15

POWERS ANDDUTIES OF DIRECTORS

Powers of Management

15.1 The directors must, subject to the Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Act or by these Articles, required to be exercised by the shareholders of the Company.

Appointment of Attorney of Company

15.2 The directors may from time to time, by power of attorney or other instrument, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

PART 16

INTERESTS OFDIRECTORS AND OFFICERS

Obligation to Account for Profits

16.1 A director or senior officer who holds a disclosable interest (as that term is used in the Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Act.

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Restrictions on Voting by Reason of Interest

16.2 A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

Interested Director Counted in Quorum

16.3 A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

Disclosure of Conflict ofInterest or Property

16.4 A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Act.

Director Holding Other Office in the Company

16.5 A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

No Disqualification

16.6 No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

Professional Services by Director or Officer

16.7 Subject to the Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

Director or Officer in Other Corporations

16.8 A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

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Notice of Meetings

17.7 Other than for meetings held at regular intervals as determined by the directors pursuant to §17.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors by any method set out in §23.1 or orally or by telephone.

When Notice Not Required

17.8 It is not necessary to give notice of a meeting of the directors to a director if:

(a) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or

(b) the director has waived notice of the meeting.

Meeting Valid Despite Failure to Give Notice

17.9 The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director, does not invalidate any proceedings at that meeting.

Waiver of Notice of Meetings

17.10 Any director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director. Attendance of a director at a meeting of the directors is a waiver of notice of the meeting unless that director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Quorum

17.11 The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be a majority of the directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

Validity of Acts Where Appointment Defective

17.12 Subject to the Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

Consent Resolutions in Writing

17.13 A resolution of the directors or of any committee of the directors may be passed without a meeting:

(a) in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or

(b) in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who have not made such a disclosure consents in writing to the resolution.

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A consent in writing under this §17.13 may be by signed document, fax, email or any other method of transmitting legibly recorded messages. Any electronic signature on a consent, whether digital or encrypted, shall be deemed to have the same force and effect as a manual signature. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution of the directors or of any committee of the directors passed in accordance with this §17.13 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

PART 18

EXECUTIVE ANDOTHER COMMITTEES

Appointment and Powers of Executive Committee

18.1 The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’ powers, except:

(a) the power to fill vacancies in the board of directors;

(b) the power to remove a director;

(d) such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.

Appointment and Powers of Other Committees

18.2 The directors may, by resolution:

(a) appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;

(b) delegate to a committee appointed under §(a) any of the directors’ powers, except:

(i) the power to fill vacancies in the board of directors;

(ii) the power to remove a director;

(iii) the power to change the membership of, or fill vacancies in, any committee of the directors; and

(iv) the power to appoint or remove officers appointed by the directors; and

(c) make any delegation referred to in §(b) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

Obligations of Committees

18.3 Any committee appointed under §18.1 or §18.2, in the exercise of the powers delegated to it, must:

(a) conform to any rules that may from time to time be imposed on it by the directors; and

(b) report every act or thing done in exercise of those powers at such times as the directors may require.

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Powers of Board

18.4 The directors may, at any time, with respect to a committee appointed under §18.1 or §18.2

(a) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

(b) terminate the appointment of, or change the membership of, the committee; and

Committee Meetings

18.5 Subject to §18.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under §18.1 or §18.2:

(a) the committee may meet and adjourn as it thinks proper;

(b) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

(d) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

PART 19

OFFICERS

Directors May AppointOfficers

19.1 The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

Functions, Duties and Powers of Officers

19.2 The directors may, for each officer:

(a) determine the functions and duties of the officer;

(b) entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and

Qualifications

19.3 No person may be appointed as an officer unless that person is qualified in accordance with the Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board, chair of a committee of the board or lead independent director, if any, must be a director. Any other officer need not be a director.

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Remuneration and Terms of Appointment

19.4 All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors thinks fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

PART 20

INDEMNIFICATION

Definitions

20.1 In this Part 20:

(a) “eligibleparty”, in relation to a company, means an individual who:

(i) is or was a director or officer of the Company;

(ii) is or was a director or officer of another corporation

(A) at a time when the corporation is or was an affiliate of the Company, or

(B) at the request of the Company; or

(iii) at the request of the Company, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity,

and includes, except in the definition of “eligible proceeding” and Sections 163(1)(c) and (d) and 165 of the Act, the heirs and personal or other legal representatives of that individual;

(b) “eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

(c) “eligible proceeding” means a proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Company or an associated corporation

(i) is or may be joined as a party; or

(ii) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

(d) “expenses” has the meaning set out in the Act and includes costs, charges and expenses, including legal and other fees, but does not include judgments, penalties, fines or amounts paid in settlement of a proceeding; and

(e) “proceeding” includes any legal proceeding or investigative action, whether current, threatened, pending or completed.

Mandatory Indemnification of EligibleParties

20.2 Subject to the Act, the Company must indemnify each eligible party and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each eligible party is deemed to have contracted with the Company on the terms of the indemnity contained in this §20.2.

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Indemnification of Other Persons

20.3 Subject to any restrictions in the Act, the Company may agree to indemnify and may indemnify any person (including an eligible party) against eligible penalties and pay expenses incurred in connection with the performance of services by that person for the Company.

Authority to Advance Expenses

20.4 The Company may advance expenses to an eligible party to the extent permitted by and in accordance with the Act.

Non-Compliance with Act

20.5 Subject to the Act, the failure of an eligible party of the Company to comply with the Act or these Articles or, if applicable, any former CompaniesAct or former Articles does not, of itself, invalidate any indemnity to which he or she is entitled under this Part 20.

Company May PurchaseInsurance

20.6 The Company may purchase and maintain insurance for the benefit of any eligible party (or the heirs or legal personal representatives of any eligible party) against any liability incurred by any eligible party.

PART 21

DIVIDENDS

Payment of Dividends Subjectto Special Rights

21.1 The provisions of this Part 21 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

Declaration of Dividends

21.2 Subject to the Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

No Notice Required

21.3 The directors need not give notice to any shareholder of any declaration under §21.2.

Record Date

21.4 The directors must set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months.

Manner of Paying Dividend

21.5 A resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company or any other entity, or in any one or more of those ways.

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Settlement of Difficulties

21.6 If any difficulty arises in regard to a distribution under §21.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(a) set the value for distribution of specific assets;

(b) determine that money in substitution for all or any part of the specific assets to which any shareholders are entitled may be paid to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

When Dividend Payable

21.7 Any dividend may be made payable on such date as is fixed by the directors.

Dividends to be Paid in Accordance with Number of Shares

21.8 All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

Receipt by Joint Shareholders

21.9 If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

Dividend Bears No Interest

21.10 No dividend bears interest against the Company.

Fractional Dividends

21.11 If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

Payment of Dividends

21.12 Any dividend or other distribution payable in money in respect of shares may be paid (i) by cheque, made payable to the order of the person to whom it is sent, and mailed to the registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing or (ii) by wire transfer or other electronic means. In the case of payment of a dividend by cheque, mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority. In the case of payment of a dividend by wire transfer or other electronic means, the initiation of such payment by the Company will, to the extent of the sum represented by the transfer (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless the amount of tax so deducted is not paid to the appropriate taxing authority.

Capitalization of Retained Earningsor Surplus

21.13 Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus so capitalized or any part thereof.

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(f) physical delivery to the intended recipient.

Press Release

23.2 Unless the Act or these Articles provide otherwise, a Notice to be sent to a shareholder shall be deemed conclusively to have been given or made, and the obligation to give any Notice shall, unless otherwise required by applicable laws and regulations, be deemed conclusively to have been fully satisfied upon issuing a press release complying with applicable laws and regulations if deemed by the board of directors to be a reasonable or appropriate means of providing such Notice.

Deemed Receipt of Mailing

23.3 A notice, statement, report or other record that is:

(a) mailed to a person by ordinary mail to the applicable address for that person referred to in §23.1 is deemed to be received by the person to whom it was mailed on the day (Saturdays, Sundays and holidays excepted) following the date of mailing;

(b) faxed to a person to the fax number provided by that person under §23.1 is deemed to be received by the person to whom it was faxed on the day it was faxed;

(c) emailed to a person to the e-mail address provided by that person under §23.1 is deemed to be received by the person to whom it was e-mailed on the day that it was emailed; and

(d) sent to a person by other means of electronic transmission under §23.1 is deemed to be received by the person to whom it was transmitted on the day that such transmission occurred.

Certificate of Sending

23.4 A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was sent in accordance with §23.1 is conclusive evidence of that fact.

Notice toJoint Shareholders

23.5 A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing such record to the joint shareholder first named in the central securities register in respect of the share.

Notice to Legal Personal Representativesand Trustees

23.6 A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(a) mailing the record, addressed to them:

(i) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and

(ii) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or

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(b) if an address referred to in §23.6(a)(ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

Undelivered Notices

23.7 If on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to §23.1 and on each of those occasions any such record is returned because the shareholder cannot be located, the Company shall not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.

PART 24

PROHIBITIONS

Definitions

24.1 In this Part 24:

(a) “designated security” means:

(i) a voting security of the Company;

(ii) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or

(iii) a security of the Company convertible, directly or indirectly, into a security described in §(a) or §(b);

(b) “security” has the meaning assigned in the SecuritiesAct (British Columbia); and

(i) is not a debt security; and

(ii) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

Application

24.2 §24.3 does not apply to the Company if and for so long as it is a public company, a private company which is no longer eligible to use the private issuer exemption under the Securities Act (British Columbia) or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or a company to which the Statutory Reporting Company Provisions apply.

Consent Required for Transfer of Shares or Designated Securities

24.3 No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

PART 25

FORUM SELECTION

25.1 Unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

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Nothing in this 25.1 shall be deemed to apply to any suits brought to enforce any liability or duty created by the Exchange Act. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of this §25.1.

PART 26

SPECIAL RIGHTSAND RESTRICTIONS

CLASS A EXCHANGEABLE SUBORDINATE VOTING SHARES

Special Rights and Restrictions

26.1 The Class A Shares as a class shall have attached thereto the special rights and restrictions specified in this Part 26.

DIVIDENDS

Dividend Rights

26.2 Each Class A Shareholder shall be entitled to receive, and the Company shall pay thereon, as and when declared by the board of directors, a dividend on each Class A Share in an amount in cash for each Class A Share equal to the cash distribution declared on each BEP Unit on each BEP Distribution Declaration Date occurring after the first date of issuance of the Class A Shares multiplied by the Conversion Factor in effect on the Record Date of such dividend (the “Class A Dividend”), it being understood that Class A Shareholders will not be entitled to any dividends other than the Class A Dividend.

Unpaid Dividends

26.3 If the full amount of a Class A Dividend is not declared on a BEP Distribution Declaration Date, or is declared but is not paid on the payment date, then such Class A Dividend shall accrue and accumulate, whether or not the Company has earnings, whether or not there are funds legally available for the payment thereof and whether or not such distributions are earned or authorized (such amounts, the “Unpaid Dividends”). Any dividend payment made on the Class A Shares shall first be credited against the earliest Unpaid Dividends due with respect to such Class A Shares which remains payable.

Payment of Dividends

26.4 Cheques of the Company, wire transfers or other electronic means of payment may be issued or initiated, as applicable, in respect of all Class A Dividends contemplated by §26.2 and the sending of such cheque, wire transfer or other electronic means of payment, as applicable, to each Class A Shareholder will satisfy the cash dividend represented thereby unless, in the case of a cheque, the cheque is not paid on presentation. Subject to the requirements of applicable Law with respect to unclaimed property, no Class A Shareholder will be entitled to recover by action or other legal process against the Company any dividend that is represented by a cheque that has not been duly presented to the Company’s bankers for payment or that otherwise remains unclaimed for a period of two years from the date on which such dividend was first payable.

Record and Payment Dates

26.5 The Record Date with respect to any Class A Dividend declared by the board of directors and the payment date of such Class A Dividend will be the same dates as the Record Date and the payment date, respectively, for the corresponding distribution declared on the BEP Units, each as approved by the board of directors.

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RANKING

Ranking of the Class A Shares

26.6 The Class A Shares shall, as to the payment of dividends and return of capital in a Liquidation Event, rank senior to the Class B Shares and any other shares ranking junior to the Class A Shares with respect to priority in payment of dividends and return of capital in a Liquidation Event.

VOTING

Voting Rights

26.7 Except as expressly provided herein, each Class A Shareholder will be entitled to receive notice of, and to attend and vote at, all meetings of shareholders of the Company, except for meetings at which only holders of another specified class or series of shares are entitled to vote separately as a class or series. Each Class A Shareholder shall be entitled to cast one vote for each Class A Share held at the record date for the determination of shareholders entitled to vote on any matter.

26.8 Except as otherwise expressly provided herein or as required by Law, the Class A Shareholders and Class B Shareholders will vote together and not as separate classes.

26.9 The holders of the outstanding Class A Shares and Class B Shares, voting together, shall be entitled to vote in respect of the election of all directors of the Company.

Amendment with Approval of Class A Shareholders

26.10 In addition to any other approvals required by Law, any approval given by the Class A Shareholders to add to, change or remove any right, privilege, restriction or condition attaching to the Class A Shares or any other matter requiring the approval or consent of the Class A Shareholders as a separate class will be deemed to have been sufficiently given if it will have been given in accordance with applicable Law, subject to a minimum requirement that such amendment be approved by not less than 66 2/3% of the votes cast on such amendment at a meeting of Class A Shareholders duly called and held at which the Class A Shareholders holding at least 10% of the outstanding Class A Shares at that time are present or represented by proxy; provided that such approval must be given also by the affirmative vote of holders of not less than 66 2/3% of the Non-Affiliated Holders represented in person or by proxy at the meeting. If at any such meeting the Class A Shareholders holding at least 10% of the outstanding Class A Shares as of the Record Date of such meeting are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting will be adjourned to such date not less than five days thereafter and to such time and place as may be designated by the chairman of such meeting. At such reconvened meeting, the Class A Shareholders present or represented by proxy thereat may transact the business for which the meeting was originally called and a resolution passed thereat by the affirmative vote of not less than 66 2/3% of the votes cast on such amendment at such reconvened meeting by the Non-Affiliated Holders shall be effective. Notwithstanding the foregoing, any approval given by the Class A Shareholders to add to, change or remove any right, privilege, restriction or condition attaching to the Class A Shares or any other matter that would reasonably be expected to impact the economic equivalence of a Class A Share with a BEP Unit shall require (i) at a duly called annual or special meeting of the Class A Shareholders, the affirmative consent or vote, as applicable, of holders of a majority of the outstanding Class A Shares held by Non-Affiliated Holders voting as a class, or (ii) in the event that there is more than one independent director of the Company (within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, as such provisions may be amended from time to time and, if applicable, the listing standards of the securities exchange(s) on which the Class A Shares may then be listed) who does not also serve on the board of the BEP GP (each a “non-overlapping director”), the approval of a majority of such non-overlapping directors.

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Approval of Issuance of Senior Securities to Affiliates

26.11 Notwithstanding anything in these Articles to the contrary, approval of holders of a majority of the outstanding Class A Shares held by Non-Affiliated Holders, voting as a class, shall be required prior to the Company’s issuance to BN or BEP or any of their affiliates of any preferred or equity securities (including any share purchase, warrants, options and other rights convertible into, exchangeable for or exercisable for such securities) that rank senior to the Class A Shares with respect to payment of dividends or return of capital in the event of liquidation, dissolution or winding-up of the Company.

EXCHANGE RIGHTS

Exchange at the Option of the Class A Shareholder

26.12 Subject to applicable Law and the due exercise by BEP of the Exchange-Redemption Call Right, at any time from and after the date of the issuance of the Class A Shares, each Class A Shareholder shall have the right (the “Exchange Right”) to require the Company to redeem all or such portion of the Class A Shares registered in the name of such Class A Shareholder specified in a Notice of Exchange delivered to the Transfer Agent by or on behalf of such Class A Shareholder (such Class A Shares being hereafter referred to as “Tendered Class A Shares” and such Class A Shareholder, the “Tendering Class A Shareholder”) for the BEP Units Amount per Tendered Class A Share or, if the Company elects in its sole and absolute discretion, the Cash Amount (in lieu of the BEP Units Amount per Tendered Class A Share), plus, in either case, a cash amount equal to any Unpaid Dividends per Tendered Class A Share.

Notice of Exchange

26.13 A Class A Shareholder must deliver a Notice of Exchange either electronically (by electronic mail or by any other electronic procedure that may be established by the Transfer Agent and communicated to the Class A Shareholders by the Company or the Transfer Agent) or physically (by mail, courier, hand delivery or otherwise) to any office of the Transfer Agent prior to the issuance by the Company of a Notice of Class A Redemption or the announcement of a Liquidation Event in order to exercise his, her or its Exchange Right. The Transfer Agent shall promptly notify the Company, BEP and, until such time as the Rights Agreement has been terminated, BN, of the receipt of a Notice of Exchange.

Satisfaction of Exchange Rights

26.14 Upon receipt by the Transfer Agent of a Notice of Exchange and such additional documents and instruments as the Company or the Transfer Agent may reasonably require, and provided that BEP has not exercised the Exchange-Redemption Call Right, the Company will redeem the applicable Tendered Class A Shares on or prior to the Specified Exchange Date. The Company will deliver or cause to be delivered to the Tendering Class A Shareholder, at the address of the holder recorded in the register of the Company for the Class A Shares or at the address specified in the holder’s Notice of Exchange, either (i) the BEP Units Amount, or (ii) the Cash Amount, as the Company may determine in its sole and absolute discretion, together with a cash amount for each Tendered Class A Share equal to any Unpaid Dividends per Tendered Class A Share ((i) or (ii), plus such Unpaid Dividends collectively being the “Exchange Consideration”) and such delivery of such Exchange Consideration by or on behalf of the Company by the Transfer Agent will be deemed to be payment of and will satisfy and discharge all liability for the Exchange Rights so exercised. Should the Company elect to satisfy Exchange Rights by delivering the Cash Amount, then the payment of such amount shall be made in the manner set forth in §26.4.

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26.15 Any Tendering Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares redeemed, repurchased or exchanged, to receive any dividends on Class A Shares with a Record Date on or after the date on which the Transfer Agent receives such Notice of Exchange. Each Tendering Class A Shareholder shall continue to own each Class A Share subject to any Notice of Exchange, and be treated as a Class A Shareholder with respect to each such Class A Share for all other purposes of these Articles, until such Class A Share has been redeemed in accordance with §26.14 or repurchased or exchanged in accordance with the Rights Agreement, as applicable, for the Secondary Exchange Amount in accordance with §26.17. A Tendering Class A Shareholder shall have no rights as a unitholder of BEP with respect to any BEP Units to be received by such Tendering Class A Shareholder in exchange for Tendered Class A Shares pursuant to §26.12 until the Transfer Agent has issued such BEP Units to such Tendering Class A Shareholder.

26.16 Notwithstanding anything to the contrary set forth herein, the Company will not be obligated to redeem Tendered Class A Shares to the extent that such redemption would be contrary to solvency requirements or other provisions of applicable Law. If the Company believes that it would not be permitted by any such requirements or other provisions to redeem the Tendered Class A Shares, and BEP has not exercised its Exchange-Redemption Call Right with respect to the Tendered Class A Shares, the Company will only be obligated to redeem the maximum number of Tendered Class A Shares (rounded down to a whole number of Class A Shares) that would not be contrary to such requirements or other provisions. The Company will notify any such Tendering Class A Shareholder at least one Business Day prior to the Specified Exchange Date as to the number of Tendered Class A Shares that will be redeemed by the Company. Where there is more than one Tendering Class A Shareholder, the Company will redeem the maximum number of Tendered Class A Shares that would not be contrary to such requirements or other provisions among such Tendering Class A Shareholders on a pro rata basis.

Secondary Exchange Rights

26.17 For so long as the Rights Agreement has not been terminated, if a Tendering Class A Shareholder has not received the Exchange Consideration with respect to any Tendered Class A Shares by the Close of Business on the applicable Specified Exchange Date for any reason, then, on the terms and subject to the conditions set forth in the Rights Agreement, which the Class A Shareholders shall have a right to enforce, such Tendering Class A Shareholder shall be entitled to receive from BN the Secondary Exchange Amount with respect to each such Tendered Class A Share no later than the applicable Secondary Exchange Date (the “Secondary Exchange Right”). The Company shall send to BN and to the Rights Agent on the applicable Specified Exchange Date a notice to the effect that the Tendering Class A Shareholder has not received the Exchange Consideration and such notice will set forth the identity of the Tendering Class A Shareholder, the number of Tendered Class A Shares, the amounts of such Exchange Consideration then not paid and will be otherwise consistent with the definition of “Company Notice” in the Rights Agreement.

No Fractional BEP Units

26.18 Notwithstanding anything to the contrary set forth herein, no fractional BEP Units shall be issued in connection with the satisfaction of Exchange Rights, in connection with a redemption of a Class A Share or in connection with a Liquidation Event. In lieu of any fractional BEP Units to which the Tendering Class A Shareholder would otherwise be entitled, the Company shall pay a cash amount equal to the BEP Unit Value on the Trading Day immediately preceding the Exchange Date multiplied by such fraction of a BEP Unit. In lieu of any fractional BEP Units to which the Tendering Class A Shareholder would otherwise be entitled pursuant to the Rights Agreement, the Rights Agent shall pay a cash amount as determined in accordance with the terms and conditions of the Rights Agreement.

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Withholding Taxes

26.19 Each Tendering Class A Shareholder shall be required to pay to the Company the amount of any tax withholding due upon the redemption of Tendered Class A Shares pursuant to §26.12 to §26.14 and will be deemed to have authorized the Company to retain such portion of the Exchange Consideration as the Company reasonably determines is necessary to satisfy its tax withholding obligations. Before making any withholding pursuant to this §26.19, the Company shall give each Tendering Class A Shareholder within three (3) Business Days after the Company’s receipt of a Notice of Exchange from such Tendering Class A Shareholder, notice of the Company’s good faith estimate of the amount of any anticipated tax withholding (together with the legal basis therefor) due upon the redemption of the Tendered Class A Shares subject to such Notice of Exchange, provide the Tendering Class A Shareholder with sufficient opportunity to provide any forms or other documentation or take such other steps in order to avoid or reduce such tax withholding, and reasonably cooperate with the Tendering Class A Shareholder in good faith to attempt to reduce any amounts that would otherwise be withheld pursuant to this §26.19; provided that any determination with respect to the tax withholding shall be made by the Company, BEP or an affiliate of BEP, as applicable, in its sole discretion exercised in good faith.

COMPANY REDEMPTION RIGHTS

Company Redemption

26.20 If the Company delivers or causes to be delivered a Notice of Class A Redemption to the Class A Shareholders, it shall redeem all of the issued and outstanding Class A Shares on the Specified Class A Redemption Date. The Company may deliver a Notice of Class A Redemption at any time, in its sole discretion and subject to applicable Law, including in any of the following circumstances:

(a) the total number of Class A Shares outstanding decreases by 50% or more over any 12- month period;

(b) a Person acquires 90% of the BEP Units in a take-over bid (as defined by Applicable Securities Laws);

(d) the holders of BEP Units approve a restructuring or other reorganization of BEP;

(e) there is a sale of all or substantially all the assets of BEP;

(f) there is a change of Law (whether by legislative, governmental or judicial action), administrative practice or interpretation, or a change in circumstances of the Company and the shareholders of the Company, that may result in adverse tax consequences for the Company or the shareholders of the Company; or

(g) the board, in its good faith, concludes that the holders of BEP Units or the Class A Shareholders are adversely impacted by a fact, change, or other circumstance relating to the Company.

Right of Class B Shareholders to Cause Redemption of Class A Shares

26.21 The Class B Shareholders may, at any time and in their sole discretion, deliver a notice to the Company specifying a date upon which the Company shall redeem all of the issued and outstanding Class A Shares (provided that such specified date is no less than 60 days from the date on which the Class B Shareholders deliver such notice), and as soon as reasonably practicable after the receipt of such notice, the Company shall, subject to applicable Law, deliver a Notice of Class A Redemption to the Class A Shareholders and, without the consent of the Class A Shareholders, shall redeem all of the Class A Shares on the Specified Class A Redemption Date.

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Redemption Procedure

26.22 In the event of a redemption of the Class A Shares, each Class A Shareholder shall be considered a Tendering Class A Shareholder and each Class A Share shall be considered a Tendered Class A Share for the purposes of §26.20 to §26.23, and the Company shall, at or prior to Close of Business on the Specified Class A Redemption Date, pay to each Tendering Class A Shareholder the BEP Units Amount, together with a cash amount for each Tendered Class A Share equal to any Unpaid Dividends per Tendered Class A Share (the BEP Units Amount, plus such Unpaid Dividends collectively being the “Redemption Consideration”) and such delivery of such Redemption Consideration by or on behalf of the Company by the Transfer Agent will be deemed to be payment of and will satisfy and discharge all liability for the redemption of the Class A Shares.

26.23 §26.15 to §26.16 and §26.18 to §26.19 shall apply in their entirety, mutatis mutandis, to a redemption of the Class A Shares.

Exchange-Redemption Call Right

26.24 Notwithstanding the provisions in §26.12 to §26.23 above,

(a) in the event the Company receives a Notice of Exchange from a Tendering Class A Shareholder, BEP shall have an overriding right to acquire, or cause its affiliate to acquire all, but not less than all, of the Tendered Class A Shares from the Tendering Class A Shareholder by delivering the Exchange Consideration (the form of Exchange Consideration to be determined by BEP in its sole and absolute discretion) in accordance with §26.12 to §26.19 and §26.19 to §26.19, mutatis mutandis, in satisfaction of the obligations of the Company, and

(b) in the event the Company provides a Notice of Class A Redemption to each Class A Shareholder, BEP shall have an overriding right to acquire, or cause its affiliate to acquire all, but not less than all, of the Class A Shares from each Class A Shareholder by delivering the Redemption Consideration in accordance with §26.20 to §26.23, mutatismutandis, in satisfaction of the obligations of the Company as set out therein (the right in either (a) or (b) being the “Exchange- Redemption Call Right”), and in the event of the exercise by BEP of the Exchange-Redemption Call Right, each Tendering Class A Shareholder will be obligated to sell all Tendered Class A Shares held by such Tendering Class A Shareholder to BEP (or its affiliate, as applicable) on delivery by BEP (or its affiliate, as applicable) to such Tendering Class A Shareholder of the Exchange Consideration or the Redemption Consideration, as applicable, and the Company will have no obligation to pay any Exchange Consideration or Redemption Consideration to the holders of such Class A Shares so purchased by BEP (or its affiliate, as applicable).

26.25 In order to exercise its Exchange-Redemption Call Right, BEP must notify the Transfer Agent in writing, as agent for the holders of Class A Shares, and the Company, of its intention to exercise such right at least 3 days before the Specified Exchange Date or at least 10 days before the Specified Class A Redemption Date, as applicable. Delivery by BEP to the Transfer Agent of a standing direction as to any exercise of the Exchange-Redemption Call Right in respect of the exercise of Exchange Rights shall satisfy the notification requirements set forth in this §26.25.

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LIQUIDATION

Liquidation Rights

26.26 Upon any liquidation, dissolution, winding up of the Company or any other distribution of its assets among its shareholders, whether voluntary or involuntary (a “Liquidation Event”), including where substantially concurrent with the liquidation, dissolution, or winding up of BEP, whether voluntary or involuntary (a “BEP Liquidation Event”), each Class A Shareholder shall, subject to the exercise of the Liquidation Call Right, be entitled to be paid out of the assets of the Company legally available for distribution on the effective date of the Liquidation Event (the “Liquidation Date”) an amount in cash per Class A Share then held by them equal to the BEP Unit Value on the Trading Day immediately preceding the public announcement of the Liquidation Event (the “Liquidation Reference Date”) multiplied by the Conversion Factor (and together with a cash amount for each Class A Share equal to any Unpaid Dividends per Class A Share, the “Liquidation Amount”). Notwithstanding the foregoing, in connection with a Liquidation Event, including where substantially concurrent with a BEP Liquidation Event, if the Company, in its sole and absolute discretion elects, it may, subject to applicable Law, redeem all of the outstanding Class A Shares in exchange for such number of BEP Units per Class A Share equal to the Conversion Factor in effect on the Liquidation Reference Date, together with a cash amount per Class A Share equal to any Unpaid Dividends per Class A Share in accordance with §26.22 and §26.23, in lieu of paying the Liquidation Amount.

26.27 The rights of the Class A Shareholders to receive the amount set forth in §26.26 is subject to:

(a) the prior rights of holders of any class of shares ranking in priority with the Class A Shares;

(b) prior payment in full to each Tendering Class A Shareholder that submitted a Notice of Exchange at least 10 days prior to the date of the Liquidation Event of the Exchange Consideration; and

(c) prior payment in full to each Tendering Class B Shareholder that submitted a Notice of Class B Retraction at least 30 days prior to the date of the Liquidation Event of the Class B Retraction Amount.

26.28 If, upon any such Liquidation Event, the assets of the Company are insufficient to make payment in full to all Class A Shareholders of the foregoing amounts set forth in §26.26 with respect to the Liquidation Event, then such assets (or consideration) shall be distributed among the Class A Shareholders at the time outstanding, rateably in proportion to the full amounts to which they would otherwise be respectively entitled to receive under §26.26.

BEP Liquidation Call Right

26.29 Notwithstanding §26.26, BEP will have the overriding right (the “Liquidation Call Right”), in the event of and notwithstanding the occurrence of any Liquidation Event, to purchase from, or cause its affiliate to purchase from, all but not less than all of the Class A Shareholders on the Liquidation Date all but not less than all of the Class A Shares held by each such holder in exchange for the issuance by BEP of such number of BEP Units per Class A Share equal to the Conversion Factor in effect on the Liquidation Reference Date (and together with a cash amount for each Class A Share equal to any Unpaid Dividends per Class A Share, the “Liquidation Call Consideration”). In the event of the exercise of a Liquidation Call Right, each such Class A Shareholder will be obligated on the Liquidation Date to sell all the Class A Shares held by such holder to BEP on the Liquidation Date upon issuance by BEP to the holder of the Liquidation Call Consideration for each such Class A Share and the Company will have no obligation to pay any Liquidation Amount to the holders of such Class A Shares so purchased by BEP.

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26.30 In order to exercise the Liquidation Call Right, BEP must notify the Transfer Agent in writing, as agent for the Class A Shareholders and the Company, of its intention to exercise such right at least 30 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding up of the Company and at least five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding up of the Company. If BEP exercises the Liquidation Call Right in accordance with this §26.30, all obligations of the Company under §26.26 to §26.28 will terminate and on the Liquidation Date BEP will purchase and Class A Shareholders will sell all of their Class A Shares then outstanding for a price per unit equal to the Liquidation Call Consideration.

Automatic Redemption Rights

26.31 Subject to the exercise of the Liquidation Call Right, in connection with a BEP Liquidation Event, including where substantially concurrent with a Liquidation Event, the Company shall, subject to applicable Law, redeem all outstanding Class A Shares on the day prior to the effective date of the BEP Liquidation Event, and immediately following the automatic redemption by Brookfield Renewable Corporation (to be renamed Brookfield Renewable Holdings Corporation) of the Class A.1 Shares and Class A.2 Shares (or exercise by BEP of the Liquidation Call Right in respect thereof), in exchange for, in its sole and absolute discretion, (i) an amount in cash per share equal to the BEP Unit Value on the Trading Day immediately preceding the public announcement of the BEP Liquidation Event multiplied by the Conversion Factor (together with a cash amount for each Class A Share equal to any Unpaid Dividends per Class A Share), or (ii) such number of BEP Units equal to the Conversion Factor in effect on the Trading Day immediately preceding the public announcement of the BEP Liquidation Event (together with a cash amount for each Class A Share equal to any Unpaid Dividends per Class A Share).

OTHER RIGHTS AND RESTRICTIONS

Conversion of Class A Shares

26.32 Any BEP-Affiliated Class A Shareholder shall be entitled at any time to have any or all of such BEP-Affiliated Class A Shareholder’s Class A Shares converted into Class B Shares at a conversion rate equal to one Class B Share for each Class A Share in respect of which the conversion right is exercised.

The right of conversion herein provided for may be exercised by notice in writing given to the Transfer Agent (a “Conversion Notice”), which notice shall specify the number of Class A Shares that the BEP- Affiliated Class A Shareholder desires to have converted. Upon receipt of a Conversion Notice, the Company shall, subject to applicable Law, promptly issue to the converting BEP-Affiliated Class A Shareholder the requisite number of Class B Shares and the Transfer Agent shall cancel the converted Class A Shares subject to the Conversion Notice effective concurrently therewith.

Call Rights

26.33 Each Class A Shareholder, whether a registered holder or a beneficial holder, by virtue of becoming and being such a holder will be deemed to acknowledge each of the Exchange-Redemption Call Right and the Liquidation Call Right, in each case, in favour of BEP, and the overriding nature thereof in connection with the exercise of Exchange Rights, the liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, or the retraction or redemption of Class A Shares, as the case may be, and to be bound thereby in favour of BEP as herein provided.

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Transfer Restrictions

26.34 No Class A Shareholder shall transfer to any Person such number of Class A Shares such that, after giving effect to the transfer, the transferee, together with its affiliates, would hold a direct and/or indirect interest in voting securities carrying 10% or more of the voting rights attached to all voting securities of the Company without the prior approval of the Federal Energy Regulatory Commission, to the extent required.

PART 27

SPECIAL RIGHTS AND RESTRICTIONS CLASS B MULTIPLE VOTING SHARES

Special Rights and Restrictions

27.1 The Class B Shares as a class shall have attached thereto the special rights and restrictions specified in this Part 27.

Dividend Rights

27.2 Class B Shareholders shall be entitled to receive, as and when declared by the board of directors, out of any assets of the Company legally available therefor, such dividends as may be declared from time to time by the board of directors. The Class B Shareholders shall not be entitled to receive dividends (i) unless and until the Company has paid any Unpaid Dividends, and (ii) unless and until the Company has paid all of the Exchange Consideration owing to any Tendering Class A Shareholders who have submitted Notices of Exchange before the date the board of directors declares a dividend on the Class B Shares. The record and payment dates for dividends on Class B Shares shall be such date that the board of directors shall designate for the payment of such dividends.

Stock Dividends

27.3 In the event a dividend is declared and paid on the Class A Shares consisting of Class A Shares, the board shall, subject to applicable Law, contemporaneously declare and pay an equivalent dividend on the Class B Shares consisting of Class B Shares.

Ranking of the Class B Shares

27.4 The Class B Shares shall, as to the payment of dividends and return of capital in a Liquidation Event, rank junior to the Class A Shares and senior to any shares ranking junior to the Class B Shares with respect to priority in payment of dividends and return of capital in a Liquidation Event.

Voting Rights

27.5 Except as expressly provided herein, each Class B Shareholder will be entitled to receive notice of, and attend and vote at, all meetings of shareholders of the Company, except for meetings at which only holders of another specified class or series of shares are entitled to vote separately as a class or series. Each Class B Shareholder will be entitled to cast a number of votes per Class B Share equal to: (i) the number that is three times the number of Class A Shares then issued and outstanding, divided by (ii) the number of Class B Shares then issued and outstanding.

27.6 Except as otherwise expressly provided herein or as required by Law, the Class A Shareholders and the Class B Shareholders will vote together and not as separate classes.

27.7 At any time that no Class A Shares are outstanding or for any vote held only in respect of the Class B Shares, each Class B Shareholder will be entitled to cast one vote per Class B Share.

27.8 The holders of the outstanding Class A Shares and Class B Shares, voting together, shall be entitled to vote for the election of all directors of the Company.

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Amendment with Approval of Class B Shareholders

27.9 In addition to any other approvals required by Law, the rights, privileges, restrictions and conditions attached to the Class B Shares as a class may be added to, changed or removed but only with the approval of the Class B Shareholders given as hereinafter specified.

27.10 The approval of the Class B Shareholders to add to, change or remove any right, privilege, restriction or condition attaching to the Class B Shares as a class or in respect of any other matter requiring the consent of the Class B Shareholders may be given in such manner as may then be required by Law, subject to a minimum requirement that such approval be given by resolution signed by all the Class B Shareholders or passed by the affirmative vote of at least two thirds of the votes cast at a meeting of the Class B Shareholders duly called for that purpose. On every poll taken at every meeting of the Class B Shareholders as a class, each Class B Shareholder entitled to vote thereat shall have one vote in respect of each Class B Share held.

Retraction at the Option of the Class B Shareholder

27.11 Subject to applicable Law, at any time from and after the date of the issuance of the Class B Shares, each Class B Shareholder shall have the right (the “Class B Retraction Right”) to require the Company to redeem all or such portion of the Class B Shares registered in the name of such Class B Shareholder specified in a Notice of Class B Retraction delivered to the Company by or on behalf of such Class B Shareholder (such Class B Shares being hereafter referred to as “Tendered Class B Shares” and such Class B Shareholder, the “Tendering Class BShareholder”) for the Cash Amount (the “Class B Retraction Amount”).

Notice of Class B Retraction

27.12 A Class B Shareholder must deliver a Notice of Class B Retraction to the registered office of the Company in order to exercise his, her or its Class B Retraction Right.

Satisfaction of Retraction Right

27.13 Upon receipt by Company of a Notice of Class B Retraction and such additional documents and instruments as the Company may reasonably require, the Company shall redeem the Tendered Class B Shares on or prior to the Specified Class B Retraction Date. The Company will deliver or cause to be delivered to the Tendering Class B Shareholder, at the address of the holder recorded in the register of the Company for the Class B Shares or at the address specified in the holder’s Notice of Class B Retraction, the Class B Retraction Amount, and such delivery of such Class B Retraction Amount by or on behalf of the Company, will be deemed to be payment of and will satisfy and discharge all liability for the Class B Retraction Right so exercised.

27.14 Each Tendering Class B Shareholder shall continue to own each Class B Share subject to any Notice of Class B Retraction, and be treated as a Class B Shareholder with respect to each such Class B Share for all other purposes of these Articles, until such Class B Share has been redeemed by the Company in accordance with §27.11 to §27.16.

27.15 Notwithstanding anything to the contrary set forth herein, the Company will not be obligated to redeem Tendered Class B Shares to the extent that such redemption would be contrary to solvency requirements or other provisions of applicable Law.

Withholding Taxes

27.16 Each Tendering Class B Shareholder shall be required to pay to the Company the amount of any tax withholding due upon the redemption of Tendered Class B Shares pursuant to §27.11 to §27.13 and will be deemed to have authorized the Company to retain such portion of the Class B Retraction Amount as the Company reasonably determines is necessary to satisfy its tax withholding obligations. Before making any withholding pursuant to this §27.16, the Company shall give each Tendering Class B Shareholder within three (3) Business Days after the Company’s receipt of a Notice of Class B Retraction from such Tendering Class B Shareholder, notice of the Company’s good faith estimate of the amount of any anticipated tax withholding (together with the legal basis therefor) due upon the redemption of the Tendered Class B Shares subject to such Notice of Class B Retraction, provide the Tendering Class B Shareholder with sufficient opportunity to provide any forms or other documentation or take such other steps in order to avoid or reduce such tax withholding, and reasonably cooperate with the Tendering Class B Shareholder in good faith to attempt to reduce any amounts that would otherwise be withheld pursuant to this §27.16; provided that any determination with respect to the tax withholding shall be made by the Company in its sole discretion exercised in good faith.

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Liquidation Rights

27.17 Upon any Liquidation Event, including where substantially concurrent with a BEP Liquidation Event, the Class B Shareholders shall be entitled to receive on the Liquidation Date the assets and property of the Company remaining, if any, after the prior payments of the amounts set forth in §27.18.

27.18 The rights of the Class B Shareholders to receive the amount set forth in §27.17 is subject to the prior payment of the amounts set forth in §26.27(b) and §26.27(c) and to the prior rights of holders of all Class A Shares and any other class of shares ranking in priority or rateably with the Class B Shares.

Transfer Restrictions

27.19 The Class B Shares may not be Transferred to any Person other than to BEP or a Person Controlled by BEP. If any Class B Shares are Transferred in contravention of the preceding sentence, (i) such Transfer shall be null and void, and the Company shall not register or otherwise recognize the Transfer of the Class B Shares to the transferee, (ii) any rights to vote attaching to the Class B Shares so Transferred may not be exercised by any Person, (iii) any payment by the Company on the Class B Shares so Transferred shall be prohibited and any such payment shall be forfeited, and (iv) any rights that an ineligible transferee may have as a result of being a holder of Class B Shares shall be null and void, in each case, until such time as such Transfer is cancelled.

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EXHIBIT “A”

Notice of Exchange

NOTICE OF EXCHANGE

To: Computershare Investor Services Inc. (the “Transfer Agent”)

PLEASE DELIVER YOUR EXCHANGE REQUEST BY ONE OF THE OPTIONS BELOW:

<br> Via PDF Email (recommended)*:	<br> Via Mail:
onlinedeposits@computershare.com<br> <br><br><br><br>* You can either scan this document via PDF or take a picture with your phone (send a CLEAR<br>picture of all pages, both front and back within the same email)	Computershare Investor Services Inc.<br> <br>P.O.<br>Box 7021<br> <br>31 Adelaide St E<br> <br>Toronto, ON M5C 3H2<br><br><br>Attn: Corporate Actions

This notice is given pursuant to Section 26.13 of the articles (the “Articles”) of Brookfield Renewable Corporation (the “Company”). All capitalized words and expressions used in this notice that are defined in the Articles have the meanings ascribed to such words and expressions in the Articles.

The undersigned hereby notifies the Company that the undersigned desires to have the Company redeem in accordance with the Articles:

☐	all Class A Share(s) registered in the name of the undersigned; or
☐	Class A Share(s) registered in the name of the undersigned.<br>
---	---

The undersigned acknowledges the Exchange-Redemption Call Right of Brookfield Renewable Partners L.P. (“BEP”) or an affiliate of BEP to acquire all, but not less than all, of the Tendered Class A Shares from the undersigned and that this notice is and will be deemed to be an offer by the undersigned to sell the Tendered Class A Shares to BEP in accordance with the Exchange-Redemption Call Right on or prior to the Specified Exchange Date for the Exchange Consideration or Redemption Consideration and on the other terms and conditions set out in the Articles.

The undersigned acknowledges that the Exchange Consideration for the Tendered Class A Shares may be satisfied by the delivery of an equivalent number of BEP Units (subject to adjustment to reflect certain capital events) or its cash equivalent. The form of payment is to be determined by the Company or BEP in its respective sole and absolute discretion. It is the intention of the Company and BEP to satisfy payment of the Exchange Consideration for Tendered Class A Shares through the delivery of BEP Units rather than the Cash Amount.

The undersigned acknowledges that the Company will not be obligated to redeem Tendered Class A Shares to the extent that such redemption would be contrary to solvency requirements or other provisions of applicable Law. If the Company believes that it would not be permitted by any such requirements or other provisions to redeem the Tendered Class A Shares, provided that BEP

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has not exercised its Exchange-Redemption Call Right with respect to the Tendered Class A Shares, the Company will only be obligated to redeem the maximum number of Tendered Class A Shares (rounded down to a whole number of Class A Shares) that would not be contrary to such provisions.

The undersigned hereby represents and warrants to the Company and BEP that the undersigned has good title to, and owns, the Class A Share(s) to be acquired by the Company, BEP or an affiliate of BEP as the case may be, free and clear of all liens, claims and encumbrances whatsoever.

(Date)
(Signature of Tendering Class A Shareholder)
(Guarantee of Signature)
CURRENCY ELECTION<br> <br><br><br><br>(only if exchange or acquisition of the Tendered Class A Shares is satisfied by the Cash Amount)<br><br><br><br> <br>Shareholders domiciled in Canada will receive the Cash Amount inCanadian dollars (CAD) and shareholders domiciled in the United States and all other countries will receive the Cash Amount in U.S. dollars (USD), unless otherwise elected below:<br><br><br><br> <br>☐ Issue my cash<br>entitlement payment(s) in U.S. dollars (USD).<br> <br><br><br><br>☐ Issue my cash entitlement payment(s) in Canadian dollars (CAD).<br><br><br><br> <br>By electing to receive payment in another currency, the undersigned acknowledges that<br>(a) the exchange rate used will be the rate established by the Transfer Agent, in its capacity as foreign exchange service provider to the Company, on the date the funds are converted; (b) the risk of any fluctuation in such rate will be<br>borne by the undersigned; and (c) the Transfer Agent may earn commercially reasonable spread between its exchange rate and the rate used by any counterparty from which it purchases the elected currency.
---
Payment Delivery Instruction
☐ Please check this box if the Cash Amount, if applicable, resulting from the exchange or<br>acquisition of the Tendered Class A Shares is to be paid by cheque and mailed to the last address of the Tendering Class A Shareholder as it appears on the register of the Company or as instructed below in Exhibit A. ALL CHEQUE<br>PAYMENTS WILL BE ISSUED TO THE REGISTERED NAME AS IT CURRENTLY APPEARS.<br> <br><br><br><br>☐ Please check this box if the Cash Amount, if applicable, resulting from the exchange or<br>acquisition of the Tendered Class A Shares is to be paid by cheque and held for pick-up by the Tendering Class A Shareholder at the principal transfer office of the Transfer Agent in Toronto,<br>Ontario.<br> <br><br> <br>☐ Please<br>check this box if the Cash Amount, if applicable, resulting from the exchange or acquisition of the Tendered Class A Shares is to be paid electronically to the Tendering Class A Shareholder using the electronic payment information as it<br>appears on the dividend register of the Company or as instructed below in Exhibit B.

NOTE: This panel must be completed and such additional documents as the Transfer Agent may require must be deposited with the Transfer Agent at its principal transfer office in Toronto, Ontario. The BEP Units Amount and any payment resulting from the exchange or acquisition of the Tendered Class A Shares will be issued and registered in, and made payable to respectively, the name of the Tendering Class A Shareholder as it appears on the register of the Company and the BEP Units Amount and payment resulting from such exchange or acquisition will be delivered to such Tendering Class A Shareholder as indicated above, unless the form appearing immediately below is duly completed.

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EXHIBIT A:

Cheque Delivery Information

Date:
Name of Person in Whose Name Payment is to be Delivered (please print)
Street Address or P.O. Box
City, Province and Postal Code
Signature of Tendering Class A Shareholder

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EXHIBIT B

BROOKFIELD RENEWABLE CORPORATION

EXCHANGE WIRE PAYMENT FORM* ****

** Beneficiary Name(s) that appears on the account at your financial institution – this MUST be the same name and address that yourshares are registered to

**Beneficiary Address (Note: PO Boxes will not be accepted)	**City	**Province/State	**Postal Code/Zip Code
**Beneficiary Bank/Financial Institution
---
Bank Address City Province/State<br> Postal Code/Zip Code
---

PLEASE ONLY COMPLETE THE APPLICABLE BOXES BELOW, AS PROVIDED BY YOUR FINANCIAL INSTITUTION. YOU ARE NOT REQUIRED TO COMPLETE ALL BOXES

**Bank Account No.	Bank No. & Transit No. (Canadian Banks)	ABA/Routing No. (US Banks)
	(3 digits & 5 digits)	(9 digits)
SWIFT or BIC Code	IBAN Number	Sort Code (GBP)
---	---	---
(11 characters – if you only have eight, put ‘XXX’ for the last three)

Additional Notes and special routing instructions:

*****PLEASE NOTE THAT THERE IS A $100 BANKING FEE ON WIRE PAYMENTS. ALTERNATIVELY, CHEQUE PAYMENTS ARE ISSUED AT NO ADDITIONAL COST. IF WIRE DETAILS ARE INCORRECT OR INCOMPLETE, COMPUTERSHARE WILL ATTEMPT TO CONTACT YOU AND CORRECT THE ISSUE. HOWEVER, IF WE CANNOT CORRECT THE ISSUE PROMPTLY, A CHEQUE WILL BE AUTOMATICALLY ISSUED AND MAILED TO THE ADDRESS ON RECORD. NO FEES WILL BE CHARGED

******MANDATORY FIELD

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EXHIBIT “B”

Notice of Class A Redemption

NOTICE OF CLASS A REDEMPTION

To: Class A Shareholders of Brookfield Renewable Corporation (the “Company”)

This notice is given pursuant to Section 26.20 of the articles of the Company (the “Articles”). All capitalized words and expressions used in this notice that are defined in the Articles have the meanings ascribed to such words and expressions in such Articles.

The Company hereby notifies the Class A Shareholders that the Company desires to redeem all of the issued and outstanding Class A Shares in accordance with the Articles.

The Company acknowledges that this notice is and will be deemed to be an irrevocable offer by the Company to redeem all of the Class A Shares on the Specified Class A Redemption Date for the Redemption Consideration and on the other terms and conditions set out in the Articles.

Brookfield Renewable Corporation
(Date)

EXHIBIT “C”

Notice of Class B Retraction

NOTICE OF CLASS B RETRACTION

To: Brookfield Renewable Corporation (the “Company”)

This notice is given pursuant to Section 27.12 of the articles of the Company (the “Articles”). All capitalized words and expressions used in this notice that are defined in the Articles have the meanings ascribed to such words and expressions in such Articles.

The undersigned hereby notifies the Company that the undersigned desires to have the Company redeem in accordance with the Articles:

all Class B Share(s) registered in the name of the undersigned; or
Class B Share(s) registered in the name of the undersigned.

The undersigned acknowledges that this notice is and will be deemed to be an irrevocable offer by the undersigned to sell the Tendered Class B Shares to the Company on or prior to the Specified Class B Retraction Date for the Class B Retraction Amount and on the other terms and conditions set out in the Articles.

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The undersigned acknowledges that the Company will not be obligated to redeem Tendered Class B Shares to the extent that such redemption would be contrary to solvency requirements or other provisions of applicable Law. If the Company believes that it would not be permitted by any such requirements or other provisions to redeem the Tendered Class B Shares, the Company will only be obligated to redeem the maximum number of Tendered Class B Shares (rounded down to a whole number of Class B Shares) that would not be contrary to such provisions.

The undersigned hereby represents and warrants to the Company that the undersigned has good title to, and owns, the Class B Share(s) to be acquired by the Company, free and clear of all liens, claims and encumbrances whatsoever.

Date:
(Signature of Tendering Class B Shareholder)
(Guarantee of Signature)

☐ Please check this box if the Cash Amount resulting from the acquisition of the Tendered Class B Shares is to be mailed to the last address of the Tendering Class B Shareholder as it appears on the register of the Company.

NOTE: This panel must be completed and this certificate, together with such additional documents as the Company may require, must be delivered to the registered office of the Company in Vancouver, British Columbia. Any payment resulting from the acquisition of the Tendered Class B Shares will be made payable to the name of the Tendering Class B Shareholder as it appears on the register of the Company and payment resulting from such acquisition will be delivered to such Tendering Class B Shareholder as indicated above, unless the form appearing immediately below is duly completed.

Date:
Name of Person in Whose Name Payment is to be<br><br><br>Delivered (please print)
---
Street Address or P.O. Box
City, Province and Postal Code
Signature of Tendering Class B Shareholder

NOTE: If this Notice of Class B Retraction is for less than all of the Class B Share(s) represented by this certificate, a certificate representing the remaining Class B Shares of the Company will be issued and registered in the name of the Tendering Class B Shareholder as it appears on the register of the Company.

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EXHIBIT B-1

Authorized Signatures for Brookfield Renewable Corporation (“BEPC”)

under Rights Agreement dated as of December 24, 2024

BEPC certifies that the names, titles, telephone numbers and e-mail addresses set forth in this Exhibit B-1 identify the persons authorized to provide the Company Notice.

Name, Title, Telephone Number,and e-mail address for person(s) designated to provide

the Company Notice

Name	Title	Telephone Number	E-mail Address	Signature

EXHIBIT B-2

Authorized Signatures for Brookfield Corporation (“BN”)

under Rights Agreement dated as of December 24, 2024

BN certifies that the names, titles, telephone numbers and e-mail addresses set forth in this Exhibit B-2 identify the persons authorized to provide direction and initiate or confirm transactions, including funds equity transfer instructions, on behalf of the corporation.

Name, Title, Telephone Number, and e-mail address for person(s) designated to provide

direction, including but not limited to funds/equity transfer instructions, and to otherwise

direct Wilmington Trust, National Association, as Rights Agent

Name	Title	Telephone Number	E-mail Address	Signature

EXHIBIT C

Terms of Compensation of Rights Agent

In consideration for the services of the Rights Agent under the Rights Agreement dated as of December 24, 2024 with Brookfield Corporation the Rights Agent shall receive the following compensation from the Liquidating Trust Assets:

Initial Acceptance Fee (one time, payable in advance on the Effective Date) account opening, document negotiation, KYC solicitation, client onboarding	$	15,000	****
Administration Fee (payable annually, in advance on the Effective Date and each anniversary thereof) establishment of books and records, account maintenance, coordination with all professionals including legal,tax, BEP, BN, DTC, etc.	$	70,000	****
Custody Fee (charged quarterly in arrears based on average daily market value of assets in account) *custody fee waived if funds held in cash, money market funds, BEP Units or BEP Unit Convertible	****	1.0 basis points	*
Contingent Fee (billed only as required if the Rights Agent is required to process an exchange as contemplated by the Agreement) Fee inclusive of administrative effort and all wire charges orfree delivery of shares through DTC	$	300/exchange/ExchangingClass A Shareholder	****

Out-of-Pocket Expenses:

In addition to the fees listed above, all reasonable out-of-pocket expenses will be billed and payable at cost. Out-of-pocket expenses include, but are not limited to, reasonable fees of counsel or other outside professional firms (legal counsel, tax advisor) retained by the Rights Agent (including fees and expenses incurred in litigation), reasonable travel expenses of bank officers to attend closings.

EXTRAORDINARY ADMINISTRATION CHARGES (ONLY IF APPLICABLE):

In the event of extraordinary circumstances requiring administrative time beyond the scope of typical account duties set forth in the Instruments and supporting documents relevant to our appointment, including but not limited to, default and/or bankruptcy administration, additional charges shall accrue at an hourly rate, as follows:

Assistant Vice President, Vice President, Managing Director, Senior Vice President, or Member of Senior Management: $ 375.00 per hour

EXHIBIT D-1

Form of Company Notice

To:	Brookfield Corporation

Attn: Investor Relations

Brookfield Place, Suite 100

181 Bay Street, P.O. Box 762

Toronto, Ontario, Canada M5J 2T3

Phone: 1-866-989-0311

Email: enquiries@brookfield.com

Brookfield Renewable Partners L.P.

73 Front Street, 5th Floor

Hamilton, HM 12, Bermuda

Phone: (441) 294-3309

Email: bip.enquiries@brookfield.com

Wilmington Trust, N.A.

Attn: Joseph Clark

50 South Sixth Street – Suite 1290

Minneapolis, MN 55402

Tel. (212) 941-4439

Email: jhclark@wilmingtontrust.com

Wilmington Trust, National Association:

Reference is made to that certain Rights Agreement, dated as of December 24, 2024, between Brookfield Corporation, and Wilmington Trust, National Association (the “Rights Agreement”). Capitalized terms that are not otherwise defined in this Exchanging Class A Shareholder Notice shall have the meanings given to them in the Rights Agreement.

THE DTC FREE DELIVERY OF THE SUBJECT CLASS A SHARES SHOULD BE DIRECTED TO THE RIGHTS AGENT’S DTC PARTICIPANT NUMBER 990, FOR FURTHERCREDIT OF THE RECEIVED CLASS A SHARE ACCOUNT, ACCOUNT NUMBER [WT TO INSERT].

The Company represents and warrants that, with respect to ______________ Subject Class A Share(s):

(i) the Company has not satisfied its obligation under sections 26.12 and 26.14 of the Company’s Articles by delivering the BEP Units Amount or Cash Amount on the applicable Specified Exchange Date; and

(ii) BEP has not, upon its election in its sole and absolute discretion, acquired such Subject Class A Share(s) from the Exchanging Class A Shareholder and delivered the BEP Units Amount or Cash Amount in exchange therefor pursuant to section 26.24 of the Company’s Articles on the applicable Specified Exchange Date.

The BEP Units Amount and the Cash Amount for such Subject Class A Share(s) are as follows:

BEP Units Amount:_______________________

Cash Amount:____________________________

The BEP Units Amount or the Cash Amount, as applicable, shall be issued or paid to the Exchanging Class A Shareholder, whose information is as follows:

Please insert social security

or other identifying number

(Please print name and address)

Delivery instructions for BEP Units Amount:

[Please insert complete instructions including recipient’s DTC participant number and the account number at the participant.]

Delivery instructions for Cash Amount:

[Please insert complete wire transfer instructions.]

Dated: _____________ __, ______

BROOKFIELD RENEWABLE CORPORATION, a British Columbia corporation
By:
Name:
Title:

EXHIBIT D-2

Form of Exchanging Class A Shareholder Notice

To:	Brookfield Corporation

Attn: Investor Relations

Brookfield Place, Suite 100

181 Bay Street, P.O. Box 762

Toronto, Ontario, Canada M5J 2T3

Phone: 1-866-989-0311

Email: enquiries@brookfield.com

Wilmington Trust, N.A.

Attn: Joseph Clark

50 South Sixth Street – Suite 1290

Minneapolis, MN 55402

Phone: (212) 941-4439

Email: jhclark@wilmingtontrust.com

Wilmington Trust, National Association:

The undersigned (the “Holder”) represents and warrants that, with respect to ______________ Subject Class A Share(s):

Pursuant to and in accordance with the terms and conditions of the Rights Agreement, the Holder irrevocably elects to exercise its Secondary Exchange Rights for the Holder’s Subject Class A Shares identified above. The BEP Units Amount or the Cash Amount, as applicable, shall be issued or paid to:

Please insert social security

or other identifying number

(Please print name and address)

Delivery instructions for BEP Units Amount:

[Please insert complete instructions including recipient’s DTC participant number and the account number at the participant.]

Delivery instructions for Cash Amount:

[Please insert complete wire transfer instructions.]

Dated: _____________ __, ______

Signature

Signature Medallion Guaranteed:

Signatures should be guaranteed by an eligible guarantor institution (bank, stock broker or savings and loan association with membership in an approved signature medallion program).

EX-99.3

Exhibit 99.3

BROOKFIELD CORPORATION

- and -

BROOKFIELDRENEWABLE CORPORATION

- and –

BROOKFIELD RENEWABLE PARTNERS L.P.

REGISTRATIONRIGHTS AGREEMENT

December 24, 2024

TABLE OF CONTENTS


ARTICLE 1 INTERPRETATION		1
1.1	Definitions.	1
1.2	Headings and Table of Contents	5
1.3	Interpretation	5
1.4	Invalidity of Provisions	6
1.5	Entire Agreement	6
1.6	Waiver, Amendment	7
1.7	Governing Law	7
ARTICLE 2 REGISTRATION RIGHTS		7
2.1	Demand Registration	7
2.2	Piggyback Registrations.	10
2.3	Short-Form Filings	12
2.4	Registration Procedures	12
2.5	Suspension of Dispositions	17
2.6	Registration Expenses	18
2.7	Indemnification	18
2.8	Transfer of Registration Rights	21
2.9	Current Public Information	21
2.10	Preservation of Rights	22
2.11	Obligations of BEP	22
ARTICLE 3 TERMINATION		22
3.1	Termination	22
ARTICLE 4 MISCELLANEOUS		23
4.1	Enurement	23
4.2	Notices	23
4.3	Authority	24
4.4	Further Assurances	24
4.5	Counterparts	24

REGISTRATION RIGHTS AGREEMENT

THIS AGREEMENT made as of December 24, 2024

B E T W E E N:

BROOKFIELDCORPORATION (“Brookfield”)

and -

BROOKFIELD RENEWABLE CORPORATION (“BEPC”)

and -

BROOKFIELDRENEWABLE PARTNERS L.P. (“BEP”)

RECITALS:

WHEREAS, BEPC (previously, 1505127 B.C. Ltd.) desires to provide the Holders (as defined herein) with the registration rights specified in this Agreement with respect to Registrable Shares (as defined herein) on the terms and subject to the conditions set forth herein.

NOW THEREFORE in consideration of the premises, mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree, each with the other, as follows:

ARTICLE 1

INTERPRETATION

1.1	Definitions

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

1.1.1 “Adverse Effect” has the meaning assigned to such term in Section 2.1.5;

1.1.2 “Advice” has the meaning assigned to such term in Section 2.5;

1.1.3 “Affiliate” means, with respect to a Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by such Person, or is under common Control of a third Person;

1.1.4 “Agreement” means this Registration Rights Agreement;

1.1.5 “Arrangement” means the plan of arrangement effected by Brookfield Renewable Holdings Corporation (formerly Brookfield Renewable Corporation) on the date hereof, pursuant to which, amongst other things, public holders of Old Shares received one Share in exchange for each Old Share held;

1.1.6 “BEP” has the meaning assigned to such term in the preamble;

1.1.7 “BEPC” has the meaning assigned to such term in the preamble;

1.1.8 “Brookfield” has the meaning assigned to such term in the preamble;

1.1.9 “Business Day” means every day except a Saturday or Sunday, or a day which is a statutory or civic holiday in the Province of Ontario or the State of New York;

1.1.10 “Canadian Commissions” means the securities commissions or other securities regulatory authorities in each of the provinces and territories of Canada and any successor regulatory authorities having similar powers and, to the extent applicable, in any such province or territory, a federal securities commission or similar regulatory authority;

1.1.11 “Canadian Securities Laws” means, collectively, the applicable securities legislation, regulations, rules, policies, blanket rulings, decisions and orders of each of the provinces and territories of Canada and the Canadian Commissions;

1.1.12 “Control” means the control by one Person of another Person in accordance with the following: a Person (“A”) controls another Person (“B”) where A has the power to determine the management and policies of B by contract or status (for example, the status of A being the general partner of B) or by virtue of the beneficial ownership of or control over a majority of the voting interests in B; and, for greater certainty and without limitation, if A owns or has control over shares or other securities to which are attached more than 50% of the votes permitted to be cast in the election of directors to the Governing Body of B, or A is the general partner of B, a limited partnership, then in each case A Controls B for this purpose; and the term “Controlled” has the corresponding meaning;

1.1.13 “Demand Registration” has the meaning assigned to such term in Section 2.1.1(a);

1.1.14 “Demand Request” has the meaning assigned to such term in Section 2.1.1(a);

1.1.15 “Demanding Shareholders” has the meaning assigned to such term in Section 2.1.1(a);

1.1.16 “Effective” means, in the case of a Registration Statement, a declaration by the SEC that such registration statement is effective, and in the case of a Prospectus, the issuance by the applicable Canadian Commission of a receipt for the final prospectus;

1.1.17 “Effective Date” means the date a Registration Statement or Prospectus becomes Effective;

1.1.18 “Excluded Registration” means a registration of (i) securities pursuant to one or more Demand Registrations pursuant to Section 2.1 hereof, (ii) securities registered under the U.S. Securities Act on Form S-8, (iii) securities registered to effect the acquisition of, or combination with, another Person and (iv) securities pursuant to an exchange offer or any employee benefit or dividend reinvestment plan;

1.1.19 “FINRA” means Financial Industry Regulatory Authority, Inc.;

1.1.20 “Governing Body” means (i) with respect to a corporation or limited company, the board of directors of such corporation or limited company, (ii) with respect to a limited liability company, the manager(s), director(s) or managing partner(s) of such limited liability company, (iii) with respect to a partnership, the board, committee or other body of each general partner or managing partner of such partnership that serves a similar function (or if any such general partner or managing partner is itself a partnership, the board, committee or other body of such general or managing partner’s general or managing partner that serves a similar function), and (iv) with respect to any other Person, the body of such Person that serves a similar function, and in the case of each of (i) through (iv) includes any committee or other subdivision of such body and any Person to whom such body has delegated any power or authority, including any officer or managing director;

1.1.21 “Holder” means (i) Brookfield, (ii) any subsidiary of Brookfield holding Registrable Shares, and (iii) any direct or indirect transferee of Brookfield or any of its subsidiaries who shall become a party to this Agreement in accordance with Section 2.8 and has agreed in writing to be bound by the terms of this Agreement, provided that “Holder” shall not include BEPC, Brookfield Renewable Holdings Corporation and their respective subsidiaries;

1.1.22 “Inspectors” has the meaning assigned to such term in Section 2.4(m);

1.1.23 “Old Shares” means the class A exchangeable subordinate voting shares of Brookfield Renewable Holdings Corporation (formerly Brookfield Renewable Corporation) that were outstanding prior to the effective date of the Arrangement;

1.1.24 “Person” means any natural person, partnership, limited partnership, limited liability partnership, joint venture, syndicate, sole proprietorship, company or corporation (with or without share capital), limited liability company, unlimited liability company, joint stock company, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or entity however designated or constituted and pronouns have a similarly extended meaning;

1.1.25 “Piggyback Registration” has the meaning assigned to such term in Section 2.2.1;

1.1.26 “POP Issuer” means an issuer eligible to use the POP System or equivalent system established from time to time by the Canadian Commissions;

1.1.27 “POP System” means the prompt offering prospectus qualification system under National Instrument 44-101 of the Canadian Securities Administrators entitled “Short Form Prospectus Distributions”;

1.1.28 “Prospectus” means a prospectus (including a Shelf Prospectus), including any amendment or supplement thereto, prepared in accordance with applicable Canadian Securities Laws for the purpose of qualifying securities for distribution to the public in any province or territory of Canada;

1.1.29 “Records” has the meaning assigned to such term in Section 2.4(m);

1.1.30 “register,” “registered” and “registration” refers to (i) a registration effected by preparing and filing a registration statement in compliance with the U.S. Securities Act, and the declaration or ordering of the effectiveness of such registration statement, and (ii) a qualification for distribution under Canadian Securities Laws effected by preparing and filing a Prospectus;

1.1.31 “Registrable Shares” means the Shares owned by Holders from time to time, including Shares issuable to Holders on the conversion of securities convertible, exchangeable or exercisable into Shares (including for greater certainty class A.2 exchangeable non-voting shares of Brookfield Renewable Holdings Corporation) owned by a Holder, together with any securities owned by Holders issued with respect to such Shares by way of dividend or split or in connection with a combination of shares, recapitalization, merger, consolidation, amalgamation, arrangement or other reorganization; provided, however, that Shares that, pursuant to Section 3.1, no longer have registration rights hereunder shall not be considered Registrable Shares;

1.1.32 “Registration Statement” means a registration statement under the U.S. Securities Act (which includes any preliminary prospectus, prospectus, prospectus supplement or free writing prospectus used in connection therewith);

1.1.33 “Requesting Holders” shall mean any Holder(s) requesting to have its (their) Registrable Shares included in any Demand Registration or Shelf Registration;

1.1.34 “Required Filing Date” has the meaning assigned to such term in Section 2.1.1(b);

1.1.35 “SEC” means the U.S. Securities and Exchange Commission or any other federal agency at the time administering the U.S. Securities Act;

1.1.36 “Securities Laws” means Canadian Securities Laws and/or U.S. Securities Laws, as applicable;

1.1.37 “Seller Affiliates” has the meaning assigned to such term in Section 2.7.1;

1.1.38 “Shares” means class A exchangeable subordinate voting shares of BEPC;

1.1.39 “Shelf Prospectus” means a shelf prospectus of BEPC filed with the Canadian Commissions under Canadian Securities Laws for offers and secondary sales of Registrable Shares on a continuous basis;

1.1.40 “Shelf Registration” means a registration of the Registrable Shares under a registration statement pursuant to Rule 415 under the U.S. Securities Act;

1.1.41 “Suspension Notice” has the meaning assigned to such term in Section 2.5;

1.1.42 “U.S. ExchangeAct” means the United States Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations promulgated by the SEC thereunder;

1.1.43 “U.S. Securities Act” means the United States Securities Act of 1933, as amended, or any similar federal statute and the rules and regulations promulgated by the SEC thereunder; and

1.1.44 “U.S. Securities Laws” means, collectively, the securities laws of the United States, including the U.S. Exchange Act, the U.S. Securities Act, state securities or “blue sky” laws within the United States, and all rules, regulations and ordinances promulgated thereunder.

1.2	Headings and Table of Contents

The inclusion of headings and a table of contents in this Agreement are for convenience of reference only and will not affect the construction or interpretation hereof.

1.3	Interpretation

In this Agreement, unless the context otherwise requires:

1.3.1 words importing the singular shall include the plural and vice versa, words importing gender shall include all genders or the neuter, and words importing the neuter shall include all genders;

1.3.2 the words “include”, “includes”, “including”, or any variations thereof, when following any general term or statement, are not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as referring to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;

1.3.3 references to any Person include such Person’s successors and permitted assigns;

1.3.4 except as otherwise provided in this Agreement, any reference in this Agreement to a statute, regulation, policy, rule or instrument shall include, and shall be deemed to be a reference also to, all rules and regulations made under such statute, in the case of a statute, all amendments made to such statute, regulation, policy, rule or instrument and to any statute, regulation, policy, rule or instrument that may be passed which has the effect of supplementing or superseding the statute, regulation, policy, rule or instrument so referred to;

1.3.5 any reference to this Agreement or any other agreement, document or instrument shall be construed as a reference to this Agreement or, as the case may be, such other agreement, document or instrument as the same may have been, or may from time to time be, amended, varied, replaced, amended and restated, supplemented or otherwise modified;

1.3.6 in the event that any day on which any amount is to be determined or any action is required to be taken hereunder is not a Business Day, then such amount shall be determined or such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day; and

1.3.7 except where otherwise expressly provided, all amounts in this Agreement are stated and shall be paid in U.S. currency.

1.4	Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction will not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable law, the parties waive any provision of law which renders any provision of this Agreement invalid or unenforceable in any respect. The parties will engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces.

1.5	Entire Agreement

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement. There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Agreement. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneous with, or after entering into this Agreement, or any amendment or supplement hereto, by any party to this Agreement or its directors, officers, employees or agents, to any other party to this Agreement or its directors, officers, employees or agents, except to the extent that the same has been reduced to writing and included as a term of this Agreement, and none of the parties to this Agreement has been induced to enter into this Agreement or any amendment or supplement by reason of any such warranty, representation, opinion, advice or assertion of fact. Accordingly, there will be no liability, either in tort or in contract, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, except to the extent contemplated above.

1.6	Waiver, Amendment

Except as expressly provided in this Agreement, no waiver of this Agreement will be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Agreement will constitute a waiver of any other provision nor will any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. A party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right. This Agreement may not be amended or modified in any respect except by a written agreement signed by BEPC, BEP and Brookfield (so long as Brookfield owns any Shares) and the Holders of a majority of the then outstanding Registrable Shares.

1.7	Governing Law

This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or any argument that such court provides an inconvenient forum.

ARTICLE 2

REGISTRATION RIGHTS

2.1	Demand Registration
2.1.1	Request for Registration
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(a)	Commencing on the date hereof, any Holder shall have the right to require BEPC to file a Registration Statement<br>and/or a Prospectus for a public offering of all or part of its Registrable Shares (a “Demand Registration”), by delivering to BEPC written notice stating that such right is being exercised, naming the Holders whose Registrable<br>Shares are to be included in such registration (collectively, the “Demanding Shareholders”), specifying the number of each such Demanding Shareholder’s Registrable Shares to be included in such registration and, subject to<br>Section 2.1.3 hereof, describing the intended method of distribution thereof (a “Demand Request”).
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(b)	Each Demand Request shall specify the aggregate number of Registrable Shares proposed to be sold. Subject to<br>Section 2.1.6, BEPC shall file a Registration Statement and/or Prospectus in respect of a Demand Registration as soon as practicable and, in any event, within forty-five (45) days after receiving a Demand Request (the “RequiredFiling Date”) and shall use reasonable best efforts to cause the same to be declared Effective as promptly as practicable after such filing; provided, however, that:
(i)	BEPC shall not be obligated to file a Registration Statement or a Prospectus in respect of a Demand<br>Registration pursuant to Section 2.1.1(a) within sixty (60) days after the Effective Date of a previous Demand Registration, other than a Shelf Registration pursuant to this Article 2; and
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(ii)	BEPC shall not be obligated to file a Registration Statement or a Prospectus in respect of a Demand<br>Registration pursuant to Section 2.1.1(a) unless the Demand Request is for (A) a number of Registrable Shares with a market value that is equal to at least $50,000,000 as of the date of such Demand Request, or (B) all of the<br>Registrable Shares then held by the Demanding Shareholder.
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2.1.2 Shelf Registration. With respect to any Demand Registration, the Requesting Holders may request BEPC to file a Shelf Prospectus or effect a Shelf Registration, provided that BEPC is permitted to do so under Canadian Securities Laws and/or U.S. Securities Laws, as applicable.

2.1.3 Selection of Underwriters. At the request of a Requesting Holder, the offering of Registrable Shares pursuant to a Demand Registration shall be in the form of a “firm commitment” underwritten offering. The Requesting Holder shall select the investment banking firm or firms to manage the underwritten offering; provided that such selection shall be subject to the consent of BEPC, which consent shall not be unreasonably withheld or delayed. No Holder may participate in any registration pursuant to Section 2.1.1 unless such Holder (a) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements described above and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of Registrable Shares to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with Securities Laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion thereto, and provided, further, that such liability will be limited to the net amount received by such Holder from the sale of its Registrable Shares pursuant to such registration.

2.1.4 Rights of Non-Requesting Holders. Upon receipt of any Demand Request, BEPC shall promptly (but in any event within ten (10) days) give written notice of such proposed Demand Registration to all other Holders, who shall have the right, exercisable by written notice to BEPC within twenty (20) days of their receipt of BEPC’s notice, to elect to include in such Demand Registration such portion of their Registrable Shares as they may request. All Holders requesting to have their Registrable Shares included in a Demand Registration in accordance with the preceding sentence and all Demanding Shareholders shall be deemed to be “Requesting Holders” for purposes of this Section 2.1. BEPC shall also have the right to issue and sell Shares in such Demand Registration, subject to Section 2.1.5.

2.1.5 Priority on Demand Registrations. No securities to be sold for the account of any Person (including BEPC) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders in writing that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “Adverse Effect”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons (including BEPC) pursuant to the immediately preceding sentence, the amount of Registrable Shares proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Shares of the Requesting Holders to be included in such Demand Registration shall equal the number of Registrable Shares which the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such Registrable Shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Shares requested to be included in such registration by each such Requesting Holder.

2.1.6 Deferral of Filing. BEPC may defer the filing (but not the preparation) of a Registration Statement or Prospectus, as applicable, required by Section 2.1 until a date not later than ninety (90) days after the Required Filing Date if (a) at the time BEPC receives the Demand Request, BEPC is engaged in confidential negotiations or other confidential activities, disclosure of which would be required in such Registration Statement or Prospectus, as applicable (but would not be required if such Registration Statement or Prospectus, as applicable, were not filed), and the Board of Directors of BEPC determines in good faith that such disclosure would be materially detrimental to BEPC and its shareholders, (b) prior to receiving the Demand Request, BEPC had determined to effect a registered underwritten public offering of BEPC’s securities for BEPC’s account and BEPC has taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering, or (c) at the time BEPC receives the Demand Request, BEPC is currently engaged in a self-tender or exchange offer and the filing of a Registration Statement or Prospectus, as applicable, would cause a violation of applicable Securities Laws. A deferral of the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 shall be lifted, and the requested Registration Statement or Prospectus, as applicable, shall be filed forthwith, if, in the case of a deferral pursuant to clause (a) of the preceding sentence, the negotiations or other activities are disclosed, otherwise become publicly known, or are terminated, or, in the case of a deferral pursuant to clause (b) of the preceding sentence, the proposed registration for BEPC’s account is abandoned. In order to defer the filing of a Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6, BEPC shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to the Requesting Holders a certificate signed by an officer of BEPC or the Board of Directors of BEPC stating that BEPC is deferring such filing pursuant to this Section 2.1.6 and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the Requesting Holder may withdraw such Demand Request by giving notice to BEPC; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. BEPC may defer the filing of a particular Registration Statement or Prospectus, as applicable, pursuant to this Section 2.1.6 only once.

2.2	Piggyback Registrations

2.2.1 Right to Piggyback. Each time BEPC proposes to (a) register any of its equity securities (other than pursuant to an Excluded Registration) under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BEPC or the account of any securityholder of BEPC) or (b) sell any of its equity securities (other than pursuant to an Excluded Registration) and with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, (clause (a) and (b) are each referred to as a “Piggyback Registration”), BEPC shall give prompt written notice to each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BEPC in writing (stating the number of Registrable Shares desired to be registered) within three (3) days after the date of such notice from BEPC (or within one (1) Business Day in the case of a “bought deal” financing). Any Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BEPC of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BEPC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BEPC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BEPC concerning a proposed Piggyback Registration pursuant to this Section 2.2.1 until such information becomes available in the public domain.

2.2.2	Priority on Piggyback Registrations
(a)	If a Piggyback Registration is an underwritten offering, and if the managing underwriter advises BEPC that the<br>inclusion of Registrable Shares requested to be included in a Registration Statement, Shelf Registration or Prospectus, as applicable, would cause an Adverse Effect, BEPC shall only be required to include such number of Registrable Shares in such<br>Registration Statement, Shelf Registration or Prospectus, as applicable, as such underwriter advises in writing would not cause an Adverse Effect, with priority given as follows: (i) first, the securities BEPC proposes to sell,<br>(ii) second, the Registrable Shares requested to be included in such Registration Statement, Shelf Registration or Prospectus, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each<br>such Holder, and (iii) third, any other securities requested to be included in such Registration Statement, Shelf Registration or Prospectus. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to<br>include all Registrable Shares in a Registration Statement, Shelf Registration or Prospectus that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such Registration<br>Statement, Shelf Registration or Prospectus, as applicable.
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(b)	No Holder may participate in any Registration Statement, Shelf Registration or Prospectus, as applicable, in<br>respect of a Piggyback Registration hereunder unless such Holder (i) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by BEPC and (ii) completes and executes all<br>questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to<br>make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Shares to be sold or transferred free and clear of all liens,<br>claims, and encumbrances, (B) such Holder’s power and authority to effect such transfer, and (C) such matters pertaining to compliance with applicable Securities Laws as may be reasonably requested; provided, further, however, that<br>the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion thereto,<br>and provided, further, that such liability will be limited to the net amount received by such Holder from the sale of its Registrable Shares pursuant to such Registration Statement, Shelf Registration or Prospectus.
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2.3	Short-Form Filings
(a)	Shelf Registration Statement. BEPC shall use its reasonable best efforts to cause Demand Registrations<br>in the United States to be registered on a shelf registration statement on an appropriate form (including, but not limited to, Form F-10, Form F-3 or Form S-3, as may be applicable, or their successor forms, but excluding Form S-8, Form S-4 or Form<br>F-4, or their successor forms, or any other form for a similar purpose) once BEPC becomes eligible to use any such form, and BEPC shall use its reasonable best efforts to remain so eligible to use any such<br>form.
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(b)	Short-Form Prospectus. BEPC shall use its reasonable best efforts to cause Demand Registrations in<br>Canada to be qualified by way of a short-form Prospectus prepared pursuant to the POP System if, at the time of such Demand Registration, BEPC is a POP Issuer and is able to do so in all of the provinces and territories in which the Demand<br>Registration is to be effected. For greater certainty, it is acknowledged that in the event that BEPC is not a POP Issuer or is unable to utilize the POP System in one or more Canadian provinces or territories in which the Demand Registration is to<br>be effected, BEPC shall proceed by way of long-form Prospectus.
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2.4	Registration Procedures
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Whenever any Holder has requested that any Registrable Shares be registered pursuant to this Agreement, BEPC will use its reasonable best efforts to effect the registration and the sale of such Registrable Shares in accordance with the intended method of disposition thereof as promptly as is practicable, and pursuant thereto BEPC will as expeditiously as possible:

(a)

prepare and file, pursuant to Section 2.1.1(b) with respect to any Demand Registration, subject to Section 2.3, a Registration Statement or Prospectus, as applicable, with respect to such Registrable Shares and use its reasonable best efforts to cause such Registration Statement or Prospectus, as applicable, to become Effective; provided that as far in advance as practicable before filing such Registration Statement or Prospectus, as applicable, or any amendment or supplement thereto, BEPC will furnish to the selling Holders copies of reasonably complete drafts of all such documents prepared to be filed (including exhibits), and any such Holder shall have the opportunity to object to any information contained therein and BEPC will make corrections reasonably requested by such Holder with respect to such information prior to filing any such Registration Statement or Prospectus, as applicable, or any amendment or supplement thereto;

(b)	except in the case of a Shelf Registration or Shelf Prospectus, prepare and file with the SEC or the applicable<br>Canadian Commissions, such amendments, post-effective amendments and supplements to such Registration Statement or Prospectus, as applicable, as may be necessary to keep such Registration Statement or Prospectus, as applicable, effective for a<br>period of not less than one hundred eighty (180) days (or such lesser period as is necessary for the underwriters in an underwritten offering to sell unsold allotments) and comply with the provisions of the applicable Securities Laws with<br>respect to the disposition of all securities covered by such Registration Statement or Prospectus, as applicable, during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration<br>Statement or Prospectus, as applicable;
(c)	in the case of a Shelf Registration or Shelf Prospectus, prepare and file with the SEC or the applicable<br>Canadian Commissions, as applicable, such amendments and supplements to such Shelf Registration or Shelf Prospectus, as applicable, as may be necessary to keep such Shelf Registration or Shelf Prospectus, as applicable, effective and to comply with<br>the provisions of the applicable Securities Laws with respect to the disposition of all Registrable Shares subject thereto for a period ending on the earlier of (i) twenty four (24) months after the Effective Date and (ii) the date on<br>which all the Registrable Shares subject thereto have been sold pursuant to such Shelf Registration or Shelf Prospectus, as applicable;
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(d)	furnish to each seller of Registrable Shares and the underwriters of the securities being registered such<br>number of copies of such Registration Statement, Shelf Registration or Prospectus, as applicable (in the English language and, if required, the French language), each amendment and supplement thereto, any documents incorporated by reference therein<br>and such other documents as such seller or underwriters may reasonably request in order to facilitate the disposition of the Registrable Shares owned by such seller or the sale of such securities by such underwriters (it being understood that,<br>subject to Section 2.5 and the requirements of the applicable Securities Laws, BEPC consents to the use of the Registration Statement, Shelf Registration and Prospectus, as applicable, and any amendment or supplement thereto by each seller and<br>the underwriters in connection with the offering and sale of the Registrable Shares covered by the Registration Statement, Shelf Registration or Prospectus, as applicable);
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(e)	use its reasonable best efforts to register or qualify such Registrable Shares under such other securities or<br>“blue sky” laws of such jurisdictions as the managing underwriter reasonably requests (or, in the event the Registration Statement, Shelf Registration or Prospectus, as applicable, does not relate to an underwritten offering, as the<br>holders of a majority of such Registrable Shares may reasonably request); use its reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which such Registration Statement,<br>Shelf Registration or Prospectus, as applicable, is required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable each seller to consummate the disposition of the Registrable Shares<br>owned by such seller in such jurisdictions (provided, however, that BEPC will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph,<br>(ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction);
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(f)	notify each seller of Registrable Shares and each underwriter and (if requested by any such Person) confirm<br>such notice in writing (i) when any supplement or amendment to the Registration Statement, Shelf Registration or Prospectus, as applicable, has been filed following the Effective Date, and when the same has become effective, (ii) of the<br>issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Shares under state securities or “blue sky” laws or the initiation of any<br>proceedings for that purpose, and (iii) of the happening of any event which makes any statement made in the Registration Statement, Shelf Registration or Prospectus, as applicable, untrue or which requires the making of any changes in such<br>Registration Statement, Shelf Registration or Prospectus, as applicable, or documents so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the<br>statements therein not misleading, and, as promptly as practicable thereafter, prepare and file with the SEC and the applicable Canadian Commissions (as applicable) and furnish a supplement or amendment to such Registration Statement, Shelf<br>Registration or Prospectus, as applicable, so that, as thereafter deliverable to the purchasers of such Registrable Shares, such Registration Statement, Shelf Registration or Prospectus, as applicable, will not contain any untrue statement of a<br>material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(g)	permit any selling Holder, which in such Holder’s sole and exclusive judgment, might reasonably be deemed<br>to be an underwriter or a controlling person of BEPC, to participate in the preparation of such Registration Statement, Shelf Registration or Prospectus, as applicable, and to require the insertion therein of material, furnished to BEPC in writing,<br>which in the reasonable judgment of such Holder and its counsel should be included;
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(h)	make reasonably available personnel, as selected by the Holders of a majority of the Registrable Shares<br>included in such registration, for assistance in the selling effort relating to the Registrable Shares covered by such registration, including, but not limited to, the participation of such members of BEPC’s management in road show<br>presentations;
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(i)	otherwise use its reasonable best efforts to comply with all applicable Securities Laws, and make generally<br>available to BEPC’s securityholders an earnings statement satisfying the provisions of Section 11(a) of the U.S. Securities Act no later than thirty (30) days after the end of the twelve (12) month period beginning with the first<br>day of BEPC’s first fiscal quarter commencing after the Effective Date, which earnings statement shall cover said twelve (12) month period, and which requirement will be deemed to be satisfied if BEPC timely files complete and accurate<br>information on Forms 20-F and 6-K under the Exchange Act which otherwise complies with Rule 158 under the U.S. Securities Act;
(j)	if requested by the managing underwriter or any seller of Registrable Shares, promptly incorporate in a<br>prospectus supplement or post-effective amendment such information as the managing underwriter or any seller reasonably requests to be included therein, including, without limitation, with respect to the Registrable Shares being sold by such seller,<br>the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Shares to be sold in such offering, and promptly make all required filings of such prospectus supplement<br>or post-effective amendment;
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(k)	after filing of any document which is incorporated by reference into the Registration Statement or Prospectus,<br>as applicable (in the form in which it was incorporated), deliver a copy of each such document to each seller of Registrable Shares;
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(l)	cooperate with the sellers of Registrable Shares and the managing underwriter to facilitate the timely<br>preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any Registration Statement or Prospectus, as applicable, and enable such securities to be<br>in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to BEPC’s transfer agent prior to the Effective Date a supply of such certificates;<br>
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(m)	make available for inspection by any seller of Registrable Shares, any underwriter participating in any<br>disposition pursuant to any Registration Statement or Prospectus, as applicable, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all<br>financial and other records, pertinent corporate documents and properties of BEPC (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause BEPC’s<br>officers, directors and employees to supply all information requested by any such Inspector in connection with such Registration Statement or Prospectus, as applicable; provided, however, that, unless the disclosure of such Records is necessary to<br>avoid or correct a misstatement or omission in the Registration Statement or Prospectus, as applicable, or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, BEPC shall not be<br>required to provide any information under this subparagraph (m) if (i) BEPC believes, after consultation with counsel for BEPC, that to do so would cause BEPC to forfeit an attorney-client privilege that was applicable to such information<br>or (ii) if either (x) BEPC has requested and been granted from the SEC or a Canadian Commission confidential treatment of such information contained in any filing with the SEC or a Canadian Commission or documents provided supplementally<br>or otherwise or (y) BEPC reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing, unless prior to furnishing any such information with respect to clause (ii) such Holder of<br>Registrable Shares requesting such information agrees to enter into a confidentiality agreement in customary form and subject to customary exceptions; and provided, further, that each Holder of Registrable Shares agrees that it will, upon learning<br>that disclosure of such Records is sought in a court of competent jurisdiction, give notice to BEPC and allow BEPC, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;
(n)	furnish to each seller of Registrable Shares and underwriter a signed counterpart of (i) an opinion or<br>opinions of counsel to BEPC, (ii) a comfort letter or comfort letters from BEPC’s independent auditors, addressed to the underwriters, each in customary form and covering such matters of the type customarily covered by opinions or comfort<br>letters, as the case may be, as the managing underwriter reasonably requests, and (iii) if a Prospectus is filed in Quebec, opinions of Quebec counsel to BEPC and the auditors of BEPC addressed to the Holder and the underwriter or underwriters<br>of such distribution relating to the translation of the Prospectus;
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(o)	cause the Registrable Shares included in any Prospectus or Registration Statement, as applicable, to be listed<br>on the Toronto Stock Exchange and on the New York Stock Exchange;
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(p)	provide and cause to be maintained a transfer agent and registrar for all Registrable Shares registered<br>hereunder;
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(q)	cooperate with each seller of Registrable Shares and each underwriter participating in the disposition of such<br>Registrable Shares and their respective counsel in connection with any filings required to be made with FINRA;
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(r)	during the period when the Registration Statement or Prospectus, as applicable, is required to be delivered<br>under the applicable Securities Laws, promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act or with the Canadian Commissions pursuant to Canadian Securities Laws;<br>
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(s)	notify each seller of Registrable Shares promptly of any request by the SEC or a Canadian Commission for the<br>amending or supplementing of such Registration Statement or Prospectus, as applicable, or for additional information;
(t)	enter into such agreements (including underwriting agreements in the managing underwriter’s customary<br>form) as are customary in connection with an underwritten registration; and
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(u)	advise each seller of such Registrable Shares, promptly after it shall receive notice or obtain knowledge<br>thereof, of the issuance of any stop order or ruling by the SEC or a Canadian Commission suspending the effectiveness of such Registration Statement or Prospectus, as applicable, or the initiation or threatening of any proceeding for such purpose<br>and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.
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2.5	Suspension of Dispositions
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Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from BEPC of the happening of any event of the kind described in Section 2.4(f)(iii) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or until it is advised in writing (the “Advice”) by BEPC that the use of the Registration Statement or Prospectus, as applicable, may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Registration Statement or Prospectus, as applicable, and, if so directed by BEPC, such Holder will deliver to BEPC all copies, other than permanent file copies then in such Holder’s possession, of the Registration Statement or Prospectus, as applicable, covering such Registrable Shares current at the time of receipt of such notice. In the event BEPC shall give any such notice, the time period regarding the effectiveness of Registration Statements or Prospectuses, as applicable, set forth in Sections 2.4(b) and 2.4(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement or Prospectus, as applicable, shall have received the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or the Advice. BEPC shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

2.6	Registration Expenses

All fees and expenses incident to any registration including, without limitation, BEPC’s performance of or compliance with this Article 2, all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” and of its counsel), as may be required by the rules and regulations of FINRA, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable Shares), rating agency fees, printing expenses (including expenses of printing certificates for the Registrable Shares and of printing prospectuses), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable Shares, fees and expenses of counsel for BEPC and its independent auditors (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), the fees and expenses of any special experts retained by BEPC in connection with such registration, and the fees and expenses of other persons retained by BEPC, will be borne by BEPC (unless paid by a security holder that is not a Holder for whose account the registration is being effected) whether or not any Registration Statement or Prospectus becomes Effective; provided, however, that any underwriting discounts, commissions, or fees attributable to the sale of the Registrable Shares will be borne by the Holders pro rata on the basis of the number of Shares so registered and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be borne by such Holder.

2.7	Indemnification

2.7.1 BEPC agrees to indemnify and reimburse, to the fullest extent permitted by law, each seller of Registrable Shares, and each of its employees, advisors, agents, representatives, partners, officers, and directors and each Person who Controls such seller and any agent or investment advisor thereof (collectively, the “Seller Affiliates”) (a) against any and all losses, claims, damages, liabilities, and expenses, joint or several (including, without limitation, reasonable attorneys’ fees and disbursements except as limited by Section 2.7.3) based upon, arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) against any and all loss, liability, claim, damage, and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission, and (c) against any and all costs and expenses (including reasonable fees and disbursements of counsel) as may be reasonably incurred in investigating, preparing, or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission, or violation of the Securities Laws, to the extent that any such expense or cost is not paid under subparagraph (a) or (b) above; except insofar as any such statements are made in reliance upon and in strict conformity with information furnished in writing to BEPC by such seller or any Seller Affiliate for use therein or arise from such seller’s or any Seller Affiliate’s failure to deliver a copy of the Registration Statement or Prospectus or any amendments or supplements thereto after BEPC has furnished such seller or Seller Affiliate with a sufficient number of copies of the same. The reimbursements required by this Section 2.7.1 will be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred.

2.7.2 In connection with any Registration Statement or Prospectus in which a seller of Registrable Shares is participating, each such seller will furnish to BEPC and/or BEP in writing such information and affidavits as BEPC and/or BEP reasonably requests for use in connection with any such Registration Statement or Prospectus, as applicable, **** and, to the fullest extent permitted by law, each such seller will indemnify BEPC, BEP and each of their respective employees, advisors, agents, representatives, partners, officers and directors and each Person who Controls BEPC or BEP, as applicable (excluding such seller or any Seller Affiliate) and any agent or investment advisor thereof against any and all losses, claims, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees and disbursements except as limited by Section 2.7.3) resulting from any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus, as applicable, or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information or affidavit so furnished in writing by such seller or any of its Seller Affiliates specifically for inclusion in the Registration Statement or Prospectus, as applicable; provided that the obligation to indemnify will be several, not joint and several, among such sellers of Registrable Shares, and the liability of each such seller of Registrable Shares will be in proportion to, and will be limited to, the net amount received by such seller from the sale of Registrable Shares pursuant to such Registration Statement or Prospectus, as applicable; provided, however, that such seller of Registrable Shares shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or Prospectus, as applicable, or amendment thereof or supplement thereto, such seller has furnished in writing to BEPC and/or BEP information expressly for use in such Registration Statement or Prospectus, as applicable, or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to BEPC and/or BEP.

2.7.3 Any Person entitled to indemnification hereunder will (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give such notice shall not limit the rights of such Person) and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such person unless (i) the indemnifying party has agreed to pay such fees or expenses, (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such person, or (iii) such counsel has been retained due to a conflict as described below. If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed). If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (A) such settlement or compromise contains a full and unconditional release of the indemnified party without any admission of liability on the part of such indemnified party or (B) the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim (together with appropriate local counsel), unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels.

2.7.4 Each party hereto agrees that, if for any reason the indemnification provisions contemplated by Section 2.7.1 or Section 2.7.2 are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities, or expenses (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, liabilities, or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the actions which resulted in the losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.7.4 were determined by pro rata allocation (even if the Holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 2.7.4. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities, or expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or, except as provided in Section 2.7.3, defending any such action or claim. Notwithstanding the provisions of this Section 2.7.4, no Holder shall be required to contribute an amount greater than the dollar amount by which the net proceeds received by such Holder with respect to the sale of any Registrable Shares exceeds the amount of damages which such Holder has otherwise been required to pay by reason of any and all untrue or alleged untrue statements of material fact or omissions or alleged omissions of material fact made in any Registration Statement or Prospectus, as applicable, or any amendment thereof or supplement thereto related to such sale of Registrable Shares. No person guilty of fraudulent misrepresentation shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations in this Section 2.7.4 to contribute shall be several in proportion to the amount of Registrable Shares registered by them and not joint.

2.7.5 If indemnification is available under this Section 2.7, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 2.7.1 and Section 2.7.2 without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in Section 2.7.4 subject, in the case of the Holders, to the limited dollar amounts set forth in Section 2.7.2.

2.7.6 The indemnification and contribution provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, or controlling Person of such indemnified party and will survive the transfer of securities.

2.8	Transfer of Registration Rights

The rights of each Holder under this Agreement may, in the Holder’s discretion, be assigned, in whole or in part, to (i) any direct or indirect transferee of all or any portion of such Holder’s Registrable Shares or (ii) any other Person who holds Registrable Shares that were issued to such Person pursuant to the Arrangement in exchange for Old Shares that were directly or indirectly transferred to such Person by the Holder, in each case who agrees in writing to be subject to and bound by all the terms and conditions of this Agreement. For greater certainty, in the case of a transfer of less than all of such Holder’s Registrable Shares, no such assignment will limit or otherwise impair the transferor’s rights under this Agreement.

2.9	Current Public Information

BEPC will file the reports required to be filed by it under applicable Securities Laws (or, if BEPC is not required to file such reports, will, upon the request of the Holders, make publicly available other information) and will take such further action as any of the Holders may reasonably request, all to the extent required from time to time to enable the Holders to sell Registrable Securities without registration under, and subject to the limitations of, applicable Securities Laws. Upon the reasonable request of any Holder, BEPC will deliver to such parties a written statement as to whether it has complied with such requirements and will, at its expense, forthwith upon the request of any such Holder, deliver to such Holder a certificate, signed by an officer, stating (a) BEPC’s name, address and telephone number (including area code), (b) BEPC’s Internal Revenue Service identification number and Business Number issued by the Canada Revenue Agency, (c) BEPC’s SEC and SEDAR+ file numbers, (d) the number of Shares outstanding as shown by the most recent report or statement published by BEPC, and (e) whether BEPC has filed the reports required to be filed under the applicable Securities Laws for a period or at least ninety (90) days prior to the date of such certificate and in addition has filed the most recent annual report required to be filed thereunder.

2.10	Preservation of Rights

BEPC will not directly or indirectly (a) grant any registration rights to third parties which are more favorable than or inconsistent with the rights granted hereunder or (b) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the Holders in this Agreement.

2.11	Obligations of BEP

Whenever any Holder has requested that any Registrable Shares be registered in accordance with the terms of this Agreement, BEP shall (i) cooperate with BEPC to satisfy BEPC’s obligations pursuant to this Agreement and participate in the preparation, as necessary, of a Registration Statement and/or Prospectus by BEPC and (ii) take any and all such actions as may be required under this Agreement and/or applicable Securities Laws to register the underlying limited partnership units of BEP that may be issued upon an exchange, redemption or purchase of Shares, or as a result of the liquidation, dissolution or winding up of BEPC or BEP. The provisions of the registration rights agreement between BEP and Brookfield Renewable Power Inc. dated November 28, 2011 (as amended, the “BEP-BRPI RegistrationRights Agreement”), other than sections 2.1.1(b)(i) and 2.1.1(b)(ii) thereof, shall apply to the registration of any underlying limited partnership units of BEP that may be delivered by Brookfield to a holder of Shares upon an exchange of Shares, mutatis mutandis, and the preparation of a Registration Statement and/or Prospectus by BEP in connection therewith shall be deemed to be a “Demand Registration” under the BEP-BRPI Registration Rights Agreement without the need for Brookfield to take any further action thereunder.

ARTICLE 3

TERMINATION

3.1	Termination

The Holders may exercise the registration rights granted hereunder in such manner and proportions as they shall agree among themselves. The registration rights hereunder shall cease to apply to any particular Registrable Shares when: (a) a Registration Statement or Prospectus, as applicable, with respect to the sale of such Shares (or other securities) shall have become Effective and such Shares shall have been disposed of in accordance with such Registration Statement or Prospectus, as applicable; (b) such Shares (or other securities) shall have been sold to the public pursuant to an exemption under applicable Securities Laws; (c) such Shares (or other securities) shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by BEPC and subsequent public distribution of them shall not require registration under applicable Securities Laws; (d) such Shares (or other securities) shall have ceased to be outstanding; or (e) such Registrable Shares are eligible for sale pursuant to Rule 144(b)(1) (without the requirement for BEPC to be in compliance with the current public information required under Rule 144) under the U.S. Securities Act. BEPC shall promptly upon the request of any Holder furnish to such Holder evidence of the number of Registrable Shares then outstanding.

ARTICLE 4

MISCELLANEOUS

4.1	Enurement

This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

4.2	Notices

Any notice or other communication required or permitted to be given hereunder will be in writing and will be given by prepaid first-class mail, by facsimile or other means of electronic communication, including e-mail, or by hand-delivery as hereinafter provided. Any such notice or other communication, if mailed by prepaid first-class mail at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, will be deemed to have been received on the fourth Business Day after the post-marked date thereof, or if sent by facsimile or other means of electronic communication, will be deemed to have been received on the Business Day following the sending, or if delivered by hand will be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address will also be governed by this section. In the event of a general discontinuance of postal service due to strike, lock-out or otherwise, notices or other communications will be delivered by hand or sent by facsimile or other means of electronic communication and will be deemed to have been received in accordance with this section. Notices and other communications will be addressed as follows:

4.2.1 if to Brookfield:

Brookfield Corporation

Brookfield Place, 181 Bay Street

Suite 100, P.O. Box 762

Toronto, Ontario M5J 2T3

Attention: Chief Legal Officer

4.2.2 if to BEPC:

Brookfield Renewable Corporation

250 Vesey Street, 15th Floor

New York, NY 10281-1023

Attention: Chief Financial Officer

4.2.3 if to BEP:

Brookfield Renewable Partners L.P.

73 Front Street, 5th Floor

Hamilton HM12, Bermuda

Attention: Chief Financial Officer

or to such other addresses as a party may from time to time notify the other in accordance with this Section 4.2.

If to any other Holder, the address indicated for such Holder in BEPC’s stock transfer records with copies, so long as Brookfield owns any Registrable Shares, to Brookfield as provided above.

4.3	Authority

Each of the parties hereto represents to the other that (a) it has the corporate power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate action and no such further action is required, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

4.4	Further Assurances

Each of the parties hereto will promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purpose of giving effect to this Agreement and will use commercially reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.

4.5	Counterparts

This Agreement may be signed in counterparts and each of such counterparts will constitute an original document and such counterparts, taken together, will constitute one and the same instrument.

IN WITNESS WHEREOF the parties have executed this Agreement as of the day and year first above written.

BROOKFIELD CORPORATION
By:	/s/ Swati Mandava
	Name: Swati Mandava<br> <br>Title: Managing Director,<br>Legal and Regulatory
BROOKFIELD RENEWABLE CORPORATION
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By:	/s/ Jennifer Mazin
	Name: Jennifer Mazin<br> <br>Title: General Counsel and<br>Corporate Secretary
BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED
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By:	/s/ James Bodi
	Name: James Bodi<br> <br>Title: President

[Signature page to Registration Rights Agreement]

EX-99.4

Exhibit 99.4

PAIRING AGREEMENT

THISAGREEMENT made as of December 24, 2024

B E T W E E N:

BROOKFIELD RENEWABLE CORPORATION

and -

BROOKFIELD RENEWABLEHOLDINGS CORPORATION

and -

BROOKFIELD RENEWABLE PARTNERS L.P.

RECITALS:

WHEREAS on March 31, 2020, Brookfield Renewable Partners L.P. (“BEP”) distributed class A exchangeable subordinate voting shares (the “Old Class A Shares”) of Brookfield Renewable Holdings Corporation (previously, Brookfield Renewable Corporation) (“BEPC Holdings”) to the holders of non-voting limited partnership units of BEP (each, a “Unit”) pursuant to a special distribution;

AND WHEREAS on December 24, 2024, BEPC Holdings effected a plan of arrangement pursuant to which, amongst other things, (i) public holders of Old Class A Shares received one (1) class A exchangeable subordinate voting share (each, an “Exchangeable Share”) of Brookfield Renewable Corporation (“BEPC”) in exchange for each Old Class A Share held, (ii) all such Old Class A Shares were transferred by BEPC to BEPC Holdings in exchange for an equal number of class A.1 exchangeable subordinate voting shares of BEPC Holdings (each, a “Class A.1 Share”) and such Old Class A Shares were cancelled, and (iii) the Old Class A Shares held by Brookfield Corporation and its subsidiaries (the “Brookfield Group”) were exchanged for an equal number of class A.2 exchangeable non-voting shares of BEPC Holdings (each, a “Class A.2 Share”) and such Old Class A Shares were cancelled;

AND WHEREAS the Exchangeable Shares, Class A.1 Shares and Class A.2 Shares have been structured with the intention of providing an economic return equivalent to a Unit;

AND WHEREAS Class A.1 Shares have terms that are largely identical to those of the Exchangeable Shares, including with respect to exchange mechanics, dividend rights, voting rights and rights on liquidation, and it is intended that BEPC at all times hold such number of Class A.1 Shares equal to the number of Exchangeable Shares that are outstanding in order to support the duties and obligations of BEPC to holders of Exchangeable Shares (the “Pairing Principle”);

AND WHEREAS each Exchangeable Share is exchangeable at the option of the holder at any time, subject to certain restrictions, for one Unit per Exchangeable Share multiplied by a factor initially equal to one (or its cash equivalent based on the closing price of the Units on the New York Stock Exchange as at the date of receipt by BEPC of the applicable notice of exchange), subject to certain adjustments, plus Unpaid Dividends (as defined in the BEPC Articles), if any, with the form of payment to be determined at BEPC’s election (the “Exchangeable Share Exchange Right”);

AND WHEREAS each Class A.1 Share is exchangeable at the option of the holder at any time, subject to certain restrictions, for one Unit per Class A.1 Share multiplied by a factor (the “Conversion Factor”) initially equal to one (or its cash equivalent based on the closing price of the Units on the New York Stock Exchange as at the date of receipt by BEPC Holdings of the applicable notice of exchange), subject to certain adjustments, plus Unpaid Class A.1 Dividends (as defined in the BEPC Holdings Articles), if any, with the form of payment to be determined at BEPC Holdings’ election (the “Class A.1 Exchange Right”);

AND WHEREAS each Class A.2 Share is exchangeable or convertible, as the case may be, at the option of the holder at any time, subject to certain restrictions, (i) for one Exchangeable Share per Class A.2 Share multiplied by the Conversion Factor, subject to certain adjustments, plus Unpaid Class A.2 Dividends (as defined in the BEPC Holdings Articles), if any, with the form of payment to be determined at BEPC Holdings’ election (subject to an ownership cap that limits the exchange by Brookfield Group of Class A.2 Shares such that exchanges by the Brookfield Group may not result in the Brookfield Group owning 9.5% or more of the aggregate fair market value of all issued and outstanding shares of BEPC), (ii) for one Unit per Class A.2 Share multiplied by the Conversion Factor, subject to certain adjustments, plus Unpaid Class A.2 Dividends, if any, with the form of payment to be determined at BEPC Holdings’ election, or (iii) if such Class A.2 Share is held by a BEP-Affiliated Class A.2 Shareholder (as defined in the BEPC Holdings Articles), into one Class A.1 Share or one class C non-voting share of BEPC Holdings (the “Class A.2 Exchange Right”);

AND WHEREAS the Parties wish to enter into this Agreement to evidence certain arrangements between them in furtherance of the Pairing Principle.

NOW THEREFORE in consideration of one dollar ($1.00) and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties covenant and agree, each with the other, as follows:

ARTICLE 1

INTERPRETATION

1.1	Definitions

In this Agreement, except where the context otherwise requires, the following terms will have the following meanings:

1.1.1 “Agreement” means this Pairing Agreement;

1.1.2 “BEP” has the meaning ascribed thereto in the Recitals;

1.1.3 “BEPC” has the meaning ascribed thereto in the Recitals;

1.1.4 “BEPC Articles” means the **** articles **** of BEPC;

1.1.5 “BEPC Holdings” has the meaning ascribed thereto in the Recitals;

1.1.6 “BEPC Holdings Articles” means the articles of BEPC Holdings;

1.1.7 “Business Day” means a day, other than a Saturday, Sunday or statutory or civic holiday in Ontario or British Columbia, when banks are generally open for the transaction of business in both Toronto, Ontario and Vancouver, British Columbia;

1.1.8 “Class A.1 Exchange Right” has the meaning ascribed thereto in the Recitals;

1.1.9 “Class A.1 Shares” has the meaning ascribed thereto in the Recitals;

1.1.10 “Class A.2 Exchange Right” has the meaning ascribed thereto in the Recitals;

1.1.11 “Class A.2 Shares” has the meaning ascribed thereto in the Recitals;

1.1.12 “ConversionFactor” has the meaning ascribed thereto in the Recitals;

1.1.13 “Exchangeable Share Exchange Right” has the meaning ascribed thereto in the Recitals;

1.1.14 “Exchangeable Shares” has the meaning ascribed thereto in the Recitals;

1.1.15 “Old Class A Shares” has the meaning ascribed thereto in the Recitals;

1.1.16 “Pairing Principle” has the meaning ascribed thereto in the Recitals;

1.1.17 “Parties” means BEPC, BEPC Holdings and BEP, and “Party” means any one of them; and

1.1.18 “Units” has the meaning ascribed thereto in the Recitals.

1.2	Headings

The inclusion of headings in this Agreement are for convenience of reference only and will not affect the construction or interpretation hereof.

1.3	Interpretation

In this Agreement, unless the context otherwise requires:

1.3.1 words importing the singular shall include the plural and vice versa, words importing gender shall include all genders or the neuter, and words importing the neuter shall include all genders;

1.3.3 references to any person include such person’s successors and permitted assigns;

1.3.4 except as otherwise provided in this Agreement, any reference in this Agreement to a statute, regulation, policy, rule or instrument shall include, and shall be deemed to be a reference also to, all rules and regulations made under such statute, in the case of a statute, all amendments made to such statute, regulation, policy, rule or instrument, and any statute, regulation, policy, rule or instrument that may be passed which has the effect of supplementing or superseding the statute, regulation, policy, rule or instrument so referred to;

1.4	Invalidity of Provisions

Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction will not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable law, the Parties waive any provision of law which renders any provision of this Agreement invalid or unenforceable in any respect. The Parties will engage in good faith negotiations to replace any provision which is declared invalid or unenforceable with a valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces.

1.5	Entire Agreement

This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement. There are no warranties, conditions, or representations (including any that may be implied by statute) and there are no agreements in connection with such subject matter except as specifically set forth or referred to in this Agreement. No reliance is placed on any warranty, representation, opinion, advice or assertion of fact made either prior to, contemporaneous with, or after entering into this Agreement, or any amendment or supplement hereto, by any Party or its directors, officers, employees or agents, to any other Parties or its directors, officers, employees or agents, except to the extent that the same has been reduced to writing and included as a term of this Agreement, and none of the Parties to this Agreement has been induced to enter into this Agreement or any amendment or supplement by reason of any such warranty, representation, opinion, advice or assertion of fact. Accordingly, there will be no liability, either in tort or in contract, assessed in relation to any such warranty, representation, opinion, advice or assertion of fact, except to the extent contemplated above.

1.6	Waiver, Amendment

Except as expressly provided in this Agreement, no amendment or waiver of this Agreement will be binding unless executed in writing by the Party to be bound thereby. No waiver of any provision of this Agreement will constitute a waiver of any other provision nor will any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

1.7	Governing Law

This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or any argument that such court provides an inconvenient forum.

ARTICLE 2

COVENANTS

2.1	Pairing Principle

The Parties acknowledge and agree to promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as may be reasonably required from time to time for the purpose of giving effect to and maintaining the Pairing Principle, including without limitation:

2.1.1 if and to the extent that BEPC raises funds from time to time by way of the issuance of Exchangeable Shares for cash (including for greater certainty pursuant to a dividend reinvestment plan), BEPC shall, unless otherwise agreed by BEP, utilize such funds to subscribe for an equivalent number of Class A.1 Shares;

2.1.2 if and to the extent that BEPC from time to time repurchases any Exchangeable Shares (whether pursuant to a normal course issuer bid or otherwise), BEPC Holdings shall, unless otherwise agreed by BEP, redeem (or otherwise repurchase from BEPC) an equivalent number of Class A.1 Shares;

2.1.3 BEPC Holdings shall not, unless substantially concurrent with the redemption of Exchangeable Shares by BEPC, and unless otherwise agreed by BEP and BEPC, redeem any Class A.1 Shares held by BEPC;

2.1.4 if and to the extent any holders of Exchangeable Shares from time to time exercise the Exchangeable Share Exchange Right in respect of such Exchangeable Shares, and in connection therewith BEP does not exercise its overriding call right to acquire such Exchangeable Shares, BEPC shall, unless otherwise agreed by BEP, exercise the Class A.1 Exchange Right in respect of an equivalent number of Class A.1 Shares held by BEPC and, immediately after receipt of such Units, deliver the Units received in consideration for such Class A.1 Shares to such tendering holders of Exchangeable Shares in consideration for their respective Exchangeable Shares;

2.1.5 except as contemplated pursuant to Section 2.1.4, BEPC shall not, unless otherwise agreed by BEP, exercise the Class A.1 Exchange Right in respect of any Class A.1 Shares held by BEPC;

2.1.6 if and to the extent that any holders of Class A.2 Shares from time to time exercise the Class A.2 Exchange Right in respect of such Class A.2 Shares and the consideration for such Class A.2 Shares is Exchangeable Shares, BEPC shall, upon receipt of such Class A.2 Shares, and unless otherwise agreed by BEP, exercise the Class A.2 Exchange Right in respect of such Class A.2 Shares (as owned by BEPC) to convert such Class A.2 Shares into Class A.1 Shares; and

2.1.7 if at any time there is a BEP Liquidation Event (as defined in the BEPC Holdings Articles and BEPC Articles) and in connection therewith there is an automatic redemption of the Class A.1 Shares in accordance with the terms of the BEPC Holdings Articles and an automatic redemption of the Exchangeable Shares in accordance with the terms of the BEPC Articles, it is acknowledged and agreed that the automatic redemption of the Class A.1 Shares shall occur immediately prior to the automatic redemption of the Exchangeable Shares and that BEPC shall deliver any Units received in respect of its Class A.1 Shares to holders of Exchangeable Shares.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1	Representations and Warranties of BEPC

BEPC represents and warrants to BEPC Holdings that:

3.1.1 it is validly organized and existing under the relevant laws governing its formation and existence;

3.1.2 it has the power, capacity and authority to enter into this Agreement and to perform its duties and obligations hereunder;

3.1.3 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

3.1.4 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its articles, by-laws, constituent documents or other organizational documents;

3.1.5 no authorization, consent or approval, or filing with or notice to any person is required in connection with the execution, delivery or performance by it of this Agreement; and

3.1.6 this Agreement constitutes a valid and legally binding obligation of it enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally, and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

3.2	Representations and Warranties of the Parties

Each of the Parties represents and warrants that:

3.2.1 it is validly organized and existing under the relevant laws governing its formation and existence;

3.2.2 it has the power, capacity and authority to enter into this Agreement and to perform its duties and obligations hereunder;

3.2.3 it has taken all necessary action to authorize the execution, delivery and performance of this Agreement;

3.2.4 the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its articles, by-laws, constituent documents or other organizational documents;

3.2.5 no authorization, consent or approval, or filing with or notice to any person is required in connection with the execution, delivery or performance by it of this Agreement; and

3.2.6 this Agreement constitutes a valid and legally binding obligation of it enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally, and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

ARTICLE 4

TERMINATION

4.1	Term

The obligations of the Parties under this Agreement will begin on the date hereof and will continue in full force and effect until each of the Parties consent to the termination of this Agreement in writing.

ARTICLE 5

GENERAL PROVISIONS

5.1	Assignment

5.1.1 None of the rights or obligations hereunder shall be assignable or transferable by any Party without the prior written consent of the other Parties.

5.1.2 Any purported assignment of this Agreement in violation of this Section 5.1 shall be null and void.

5.2	Enurement

This Agreement will enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

5.3	Notices

Any notice or other communication required or permitted to be given hereunder will be in writing and will be given by prepaid first-class mail, by facsimile or other means of electronic communication or by hand-delivery as hereinafter provided. Any such notice or other communication, if mailed by prepaid first-class mail at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, will be deemed to have been received on the fourth Business Day after the post-marked date thereof, or if sent by facsimile or other means of electronic communication, will be deemed to have been received on the Business Day following the sending, or if delivered by hand will be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address will also be governed by this section. In the event of a general discontinuance of postal service due to strike, lock-out or otherwise, notices or other communications will be delivered by hand or sent by facsimile or other means of electronic communication and will be deemed to have been received in accordance with this section. Notices and other communications will be addressed as follows:

5.3.1	if to BEPC:

Brookfield Renewable Corporation

Brookfield Place, 181 Bay Street

Suite 300,

Toronto, Ontario

M5J 2T3

Attention:	Secretary
5.3.2	if to BEPC Holdings :
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Brookfield Renewable Holdings Corporation

Brookfield Place, 181 Bay Street

Suite 300,

Toronto, Ontario

M5J 2T3

Attention:	Secretary ****
5.3.3	if to BEP:
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Brookfield Renewable Partners L.P.

73 Front Street

5^th^ Floor

Hamilton HM12 Bermuda

Attention:	Secretary ****

or to such other addresses as a Party may from time to time notify the others in accordance with this Section 5.3.

5.4	Counterparts

This Agreement may be signed in counterparts and each of such counterparts will constitute an original document and such counterparts, taken together, will constitute one and the same instrument.

[NEXT PAGE IS SIGNATURE PAGE]

IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

BROOKFIELD RENEWABLE CORPORATION
By:	/s/ Jennifer Mazin
	Name: Jennifer Mazin<br> <br>Title: General Counsel and<br>Corporate Secretary
BROOKFIELD RENEWABLE HOLDINGS CORPORATION
By:	/s/ Jennifer Mazin
	Name: Jennifer Mazin<br> <br>Title: General Counsel and<br>Corporate Secretary
BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED
By:	/s/ James Bodi
	Name: James Bodi<br> <br>Title: President

[Signature Page - Pairing Agreement]

EX-99.5

Exhibit 99.5

December 24, 2024

Brookfield Renewable Corporation

250 Vesey Street, 15^th^ Floor

New York, NY 10281

RE:	Option to purchase class B multiple voting shares and class Cnon-voting shares in the capital of Brookfield Renewable Holdings Corporation

Brookfield BRP Canada Corp (“BBCC”) currently holds, and may from time to time acquire, certain class B multiple voting shares (“Class B Shares”) and/or class C non-voting shares (“Class C Shares”) in the capital of Brookfield Renewable Holdings Corporation (“BEPC Holdings”).

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, BBCC hereby grants Brookfield Renewable Corporation (“BEPC”) the right, at BEPC’s sole option, exercisable by BEPC at any time and from time to time from and after the date hereof, to purchase all or any portion of the Class B Shares and/or Class C Shares held by BBCC (the “Purchase Option”).

The purchase price payable by BEPC to BBCC in respect of any Class B Share or Class C Share purchased by BEPC pursuant to the Purchase Option shall be the fair market value of such Class B Share or Class C Share, as applicable. BEPC shall satisfy the purchase price payable to BBCC by issuing such number of class B shares in the capital of BEPC to BBCC with an aggregate fair market value equal to the purchase price.

If requested by BBCC, BBCC and BEPC shall jointly elect in prescribed form and within the prescribed time under section 85 of the Income Tax Act (Canada), and the corresponding provisions of applicable provincial income tax statutes, in order that the provisions of subsection 85(1) of the Income Tax Act (Canada) apply to any purchase and sale of Class B Shares or Class C Shares pursuant to the Purchase Option.

In order to exercise the Purchase Option, BEPC shall deliver a notice of exercise to BBCC that specifies (i) the number of Class B Shares and/or Class C Shares that BEPC is electing to purchase, (ii) BEPC’s determination of the purchase price payable to BBCC in respect of such purchased shares, and (iii) the closing date for such purchase, which shall be not less than five (5) business days and not more than ten (10) business days after the date such notice of exercise is delivered to BBCC.

All Shares purchased pursuant to the Purchase Option shall be free and clear of all encumbrances at the time of purchase. BBCC hereby represents and warrants to BEPC that except for this agreement and the applicable terms of the articles of BEPC Holdings, there are no options, warrants or other rights, agreements or arrangements or commitments (preemptive, contingent or otherwise) as of the date hereof, and will be no such options, warrants or other rights, agreements or arrangements or commitments on the closing date of any purchase of Class B Shares or Class C Shares pursuant to the Purchase Option, obligating BBCC to sell any Class B Shares or Class C Shares or otherwise limiting or restricting the transfer of Class B Shares or Class C Shares to BEPC. Notwithstanding the foregoing, BBCC may at any time transfer any Class B Shares or Class C Shares that it holds to any other person provided that, as a condition precedent to such transfer, the transferee of such Class B Shares or Class C Shares agrees in writing, in form and substance satisfactory to BEPC acting reasonably, to be bound by all of the terms of this agreement as though an original party hereto.

This agreement constitutes the entire agreement between BEPC and BBCC and supersedes all prior agreements with respect to the subject matter of this agreement. BEPC and BBCC will execute and deliver or cause to be executed and delivered all such further documents and instruments and do or cause to be done all further acts and things as may be reasonably required to give effect to the full intent and meaning of this agreement and the provisions hereof and the exercise of the Purchase Option by BEPC from time to time, including applying for and obtaining any required approvals from the Toronto Stock Exchange and New York Stock Exchange.

BEPC may at any time assign its rights under this agreement to one or more subsidiaries of BEPC, provided that no such assignment shall relieve BEPC of its payment obligations hereunder.

The Purchase Option may be exercised by BEPC for so long as BBCC holds any Class B Shares or Class C Shares. This agreement will automatically terminate at any time that BBCC no longer holds any Class B Shares and Class C Shares.

This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. This agreement may be amended or modified only by an instrument in writing executed by Brookfield BRP Canada Corp and Brookfield Renewable Corporation.

Please confirm your agreement with the foregoing by executing in the space indicated below.

BROOKFIELD BRP CANADA CORP
By:	/s/ Michael Tebbutt
	Name: Michael Tebbutt
	Title: Chief Financial<br>Officer
By:	/s/ William Fyfe
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	Name: William Fyfe
	Title: Senior Vice President,<br>General<br>Counsel &<br>Secretary

Accepted and agreed as of the date first written above:

BROOKFIELD RENEWABLE CORPORATION
By:	/s/ Jennifer Mazin
	Name: Jennifer Mazin
	Title: General Counsel and Corporate Secretary

[Signature Page - Option Agreement (BEPC BBCC)]

EX-99.6

Exhibit 99.6

December 24, 2024

Brookfield Renewable Corporation

250 Vesey Street, 15^th^ Floor

New York, NY 10281

RE:	Option to purchase class B multiple voting shares and class Cnon-voting shares in the capital of Brookfield Renewable Holdings Corporation

Brookfield BRP Holdings (Canada) Inc. (“Canholdco”) currently holds, and may from time to time acquire, certain class B multiple voting shares (“Class B Shares”) and/or class C non-voting shares (“Class C Shares”) in the capital of Brookfield Renewable Holdings Corporation (“BEPC Holdings”).

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Canholdco hereby grants Brookfield Renewable Corporation (“BEPC”) the right, at BEPC’s sole option, exercisable by BEPC at any time and from time to time from and after the date hereof, to purchase all or any portion of the Class B Shares and/or Class C Shares held by Canholdco (the “Purchase Option”).

The purchase price payable by BEPC to Canholdco in respect of any Class B Share or Class C Share purchased by BEPC pursuant to the Purchase Option shall be the fair market value of such Class B Share or Class C Share, as applicable. BEPC shall satisfy the purchase price payable to Canholdco by issuing such number of class B shares in the capital of BEPC to Canholdco with an aggregate fair market value equal to the purchase price.

If requested by Canholdco, Canholdco and BEPC shall jointly elect in prescribed form and within the prescribed time under section 85 of the Income Tax Act (Canada), and the corresponding provisions of applicable provincial income tax statutes, in order that the provisions of subsection 85(1) of the IncomeTax Act (Canada) apply to any purchase and sale of Class B Shares or Class C Shares pursuant to the Purchase Option.

In order to exercise the Purchase Option, BEPC shall deliver a notice of exercise to Canholdco that specifies (i) the number of Class B Shares and/or Class C Shares that BEPC is electing to purchase, (ii) BEPC’s determination of the purchase price payable to Canholdco in respect of such purchased shares, and (iii) the closing date for such purchase, which shall be not less than five (5) business days and not more than ten (10) business days after the date such notice of exercise is delivered to Canholdco.

All Shares purchased pursuant to the Purchase Option shall be free and clear of all encumbrances at the time of purchase. Canholdco hereby represents and warrants to BEPC that except for this agreement and the applicable terms of the articles of BEPC Holdings, there are no options, warrants or other rights, agreements or arrangements or commitments (preemptive, contingent or otherwise) as of the date hereof, and will be no such options, warrants or other rights, agreements or arrangements or commitments on the closing date of any purchase of Class B Shares or Class C Shares pursuant to the Purchase Option, obligating Canholdco to sell any Class B Shares or Class C Shares or otherwise limiting or restricting the transfer of Class B Shares or Class C Shares to BEPC. Notwithstanding the foregoing, Canholdco may at any time transfer any Class B Shares or Class C Shares that it holds to any other person provided that, as a condition precedent to such transfer, the transferee of such Class B Shares or Class C Shares agrees in writing, in form and substance satisfactory to BEPC acting reasonably, to be bound by all of the terms of this agreement as though an original party hereto.

This agreement constitutes the entire agreement between BEPC and Canholdco and supersedes all prior agreements with respect to the subject matter of this agreement. BEPC and Canholdco will execute and deliver or cause to be executed and delivered all such further documents and instruments and do or cause to be done all further acts and things as may be reasonably required to give effect to the full intent and meaning of this agreement and the provisions hereof and the exercise of the Purchase Option by BEPC from time to time, including applying for and obtaining any required approvals from the Toronto Stock Exchange and New York Stock Exchange.

BEPC may at any time assign its rights under this agreement to one or more subsidiaries of BEPC, provided that no such assignment shall relieve BEPC of its payment obligations hereunder.

The Purchase Option may be exercised by BEPC for so long as Canholdco holds any Class B Shares or Class C Shares. This agreement will automatically terminate at any time that Canholdco no longer holds any Class B Shares and Class C Shares.

Please confirm your agreement with the foregoing by executing in the space indicated below.

BROOKFIELD BRP HOLDINGS(CANADA) INC.
By:	/s/ Jennifer Mazin
	Name: Jennifer Mazin
	Title: General Counsel and<br> Corporate Secretary

Accepted and agreed as of the date first written above:

BROOKFIELD RENEWABLE CORPORATION
By:	/s/ Jennifer Mazin
	Name: Jennifer Mazin
	Title: General Counsel and Corporate Secretary

[Signature Page –Option Agreement (BEPC CanHoldco)]

EX-99.7

Exhibit 99.7

AMENDED AND RESTATED EQUITY COMMITMENT AGREEMENT

THIS AGREEMENT made as of the 24th day of December, 2024.

B E T W E E N:

BROOKFIELD BRPHOLDINGS (CANADA) INC.

(“Canada HoldCo”), a corporation existing under the laws of the Province of Ontario

- and -

BROOKFIELDRENEWABLE CORPORATION

(“BEPC”), a corporation existing under the laws of the Province of British Columbia

- and -

BROOKFIELDRENEWABLE HOLDINGS COPORATION

(“BEPC Holdings”), a corporation existing under the laws of the Province of British Columbia

- and -

BROOKFIELD RENEWABLE PARTNERS L.P.

(“BEP Partnership”), a limited partnership existing under the laws of Bermuda

RECITALS:

A.	WHEREAS on July 30, 2020 Canada Holdco, BEPC Holdings (formerly Brookfield Renewable Corporation)<br>and BEP Partnership entered into an equity commitment agreement (the “Original Agreement”) pursuant to which Canada HoldCo agreed to subscribe for, or cause one of its Affiliates (as defined below) to subscribe for, BEPC Holdings<br>Class C Shares (as defined below), on the terms and conditions set forth in the Original Agreement and, as applicable, the articles of incorporation of BEPC Holdings, as the same may be amended and/or restated from time to time;<br>
B.	WHEREAS BEPC Holdings intends to call on Canada HoldCo’s Commitment, from time to time and as<br>necessary, to fund growth capital investments and acquisitions, or for working capital purposes;
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C.	WHEREAS BEP Partnership provided a covenant in the Original Agreement not to declare or pay any<br>distributions on its limited partnership units if certain conditions are met; and
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D.	WHEREAS Canada Holdco, BEPC Holdings and BEP Partnership desire to amend and restate the Original<br>Agreement in its entirety to (i) add BEPC as a party thereto in order to receive the benefit of the covenants of the BEP Partnership in Section 8 and (ii) make certain other amendments to the terms and conditions of the Original<br>Agreement as reflected herein; and
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E.	WHEREAS BEP Partnership has declared a distribution payable on December 31 2024 to holders of BEP<br>Units of record as of November 29, 2024 and BEPC Holdings has declared an equivalent dividend payable on December 31, 2024 to holders of Former BEPC Holdings Class A Shares (as defined below) of record as of November 29, 2024 and<br>BEPC Holdings will have sufficient money or other assets to enable the payment, in accordance with applicable law (including directors’ fiduciary duties) and all contracts to which BEPC Holdings is a party, of such dividend on the Former BEPC<br>Holdings Class A Shares as of the payment date.
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NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

1.	Interpretation
1.1	Definitions. In this Equity Commitment Agreement, the following terms shall have the following meanings:<br>
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1.1.1	“ Affiliate ” means, with respect to a Person, any other Person that, directly or<br>indirectly, through one or more intermediaries, Controls or is Controlled by such Person, or is under common Control of a third Person; ****
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1.1.2	“BEP Group” means the BEP Partnership, the Renewable Partnership, the Holding Entities, the<br>Operating Entities and any other direct or indirect Subsidiary of a Holding Entity, other than any member of the BEPC Group;
1.1.3	“BEP Partnership” has the meaning assigned thereto in the preamble;
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1.1.4	“BEP Unit” means a limited partnership unit in the BEP Partnership;
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1.1.5	“BEPC” has the meaning assigned thereto in the preamble;
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1.1.6	“BEPC Class A Shares” means the class A exchangeable subordinate voting<br>shares in the capital of BEPC;
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1.1.7	“BEPC Group” means BEPC, BEPC Holdings and any of their direct or indirect Subsidiaries;<br>
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1.1.8	“BEPC Holdings” has the meaning assigned thereto in the preamble and formerly known as<br>Brookfield Renewable Corporation;
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1.1.9	“BEPC Holdings Class C Shares” means the class C non-voting shares in the capital of BEPC Holdings;
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1.1.10	“Business Day” means any day that the Principal Stock Exchange is open for trading, other than<br>any legal holiday recognized as such in the Province of Ontario or the Province of British Columbia;
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1.1.11	“Canada HoldCo” has the meaning assigned thereto in the preamble;
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1.1.12	“Commitment” has the meaning assigned thereto in Section 2.1;
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1.1.13	“Commitment Period” means the period commencing on July 30, 2020 and ending on the tenth<br>anniversary thereof;
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1.1.14	“Control” means the control of one Person of another Person in accordance with the following:<br>a Person (“A”) controls another Person (“B”) where A has the power to determine the management and policies of B by contract or status (for example the status of A being the general partner of B) or by virtue of beneficial<br>ownership of a majority of the voting interests in B; and for certainty and without limitation, if A owns shares to which are attached more than 50% of the votes permitted to be cast in the election of directors to the board of B or A is the general<br>partner of B, a limited partnership, then in each case A Controls B for this purpose;
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1.1.15	“Draw-Down Notice” means a notice to Canada HoldCo of a draw-down on the Commitment;<br>
1.1.16	“Equity Commitment Agreement” means this amended and restated equity commitment agreement<br>dated December 24, 2024 as it may be further amended or restated from time to time;
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1.1.17	“Former BEPC Holdings Class A Shares” means the former class A exchangeable<br>subordinate voting shares in the capital of BEPC Holdings;
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1.1.18	“Holding Entity” has the meaning assigned thereto in the BEP Partnership Agreement;<br>
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1.1.19	“Operating Entity” has the meaning assigned thereto in the BEP Partnership Agreement;<br>
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1.1.20	“Original Agreement” has the meaning assigned thereto in the preamble;
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1.1.21	“Person” means any individual, partnership, limited partnership, joint venture, syndicate,<br>sole proprietorship, company or corporation with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency,<br>authority or entity however designated or constituted;
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1.1.22	“Principal Stock Exchange” means the New York Stock Exchange or if the BEPC Class A<br>Shares are not listed on the New York Stock Exchange, the principal stock exchange on which the BEPC Class A Shares are listed;
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1.1.23	“Renewable Partnership” means Brookfield Renewable Energy L.P.;
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1.1.24	“Subscriber” means Canada HoldCo or any other member of the BEP Group that Canada HoldCo<br>causes to subscribe for BEPC Holdings Class C Shares pursuant to this Equity Commitment Agreement;
1.1.25	“Subscription Payment” has the meaning assigned thereto in Section 2.2;<br>
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1.1.26	“Subscription Payment Date” means a date specified in a Draw-Down Notice on which a<br>Subscription Payment is to be made to BEPC Holdings;
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1.1.27	“ Subsidiary ” means, with respect to any Person, (i) any other Person that<br>is directly or indirectly Controlled by such Person, (ii) any trust in which such Person holds all of the beneficial interests or (iii) any partnership, limited liability company or similar entity in which such Person holds all of the<br>interests other than the interests of any general partner, managing member or similar Person; and
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1.1.28	“US$” means United States dollars.
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1.2	Headings. The inclusion of headings and a table of contents in this Equity Commitment Agreement are for<br>convenience of reference only and will not affect the construction or interpretation hereof.
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1.3	Gender and Number. In this Equity Commitment Agreement, unless the context otherwise requires, words<br>importing the singular include the plural and vice versa, words importing gender include all genders or the neuter, and words importing the neuter include all genders.
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1.4	Invalidity of Provisions. Each of the provisions contained in this Equity Commitment Agreement is<br>distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction will not affect the validity or enforceability of any other provision hereof. To the extent<br>permitted by applicable law, the parties waive any provision of law which renders any provision of this Equity Commitment Agreement invalid or unenforceable in any respect. The parties will engage in good faith negotiations to replace any provision<br>which is declared invalid or unenforceable with a valid and enforceable provision, the economic effect of which comes as close as possible to that of the invalid or unenforceable provision which it replaces.
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1.5

Currency. Except where otherwise expressly provided, all amounts in this Equity Commitment Agreement are stated and shall be paid in US$. BEPC Holdings shall call all Subscription Payments in US$. Canada HoldCo shall make all Subscription Payments in US$ or in the equivalent amount of Canadian Dollars on the basis of rates quoted by appropriate financial institutions of repute or by internationally recognized financial publications or news services. If it is necessary for any amounts to be converted from another currency into US$, then BEPC Holdings will convert the amount using rates quoted by appropriate financial institutions of repute or by internationally recognized financial publications or news services.

1.6

Waiver, Amendment.

---

Any amendment, modification or waiver to this Equity Commitment Agreement that would reasonably be expected to impact the economic equivalence of a BEPC Class A Share with a BEP Unit shall require (i) at a duly called annual or special meeting of BEPC’s shareholders, the affirmative consent or vote, as applicable, of holders of a majority of the outstanding BEPC Class A Shares not held by Brookfield Corporation, the BEP Partnership or their controlled Affiliates, voting as a class (“BEPC Class A Shareholder Approval”), or (ii) in the event that there is more than one independent director of BEPC (within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, as such provisions may be amended from time to time and, if applicable, the listing standards of the securities exchange(s) on which the BEPC Class A Shares may then be listed) who does not also serve on the board of the general partner of the BEP Partnership (each a “non-overlapping director”), the approval of a majority of such non-overlapping directors. BEPC shall, if requested by BEPC Holdings in connection with a proposed amendment, modification or waiver of this Equity Commitment Agreement that would reasonably be expected to impact the economic equivalence of a BEPC Class A Share with a BEP Unit, call a special meeting of BEPC shareholders for purposes obtaining BEPC Class A Shareholder Approval. Except as expressly provided in this Equity Commitment Agreement, no amendment, modification or waiver of this Equity Commitment Agreement will be binding unless executed in writing by the party to be bound thereby. No waiver of any provision of this Equity Commitment Agreement will constitute a waiver of any other provision nor will any waiver of any provision of this Equity Commitment Agreement constitute a continuing waiver unless otherwise expressly provided.

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1.7	Governing Law

This Equity Commitment Agreement shall be governed by and construed in accordance with the laws of Ontario and the federal laws of Canada applicable therein.

2.	The Commitment
2.1	The aggregate commitment of Canada HoldCo to subscribe for BEPC Holdings Class C Shares pursuant to this<br>Equity Commitment Agreement is $1 billion (the “Commitment”).
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2.2	Each draw-down shall not exceed $250,000,000, unless Canada HoldCo otherwise agrees, and each subsequent<br>draw-down shall be made a minimum of 120 days after the receipt of the last Draw-Down Notice from BEPC Holdings.
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2.3	Subject to Sections 3 and 4, on each Subscription Payment Date, the Subscriber ** shall pay to BEPC<br>Holdings an amount of cash set out in a Draw-Down Notice (the “Subscription Payment**”) in exchange for the issuance of BEPC Holdings Class C Shares pursuant to Section 6.
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2.4	The amount of the Commitment shall be permanently reduced by the amount of any Subscription Payment made to<br>BEPC Holdings.
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3.	Subscription Payments on Draw-Downs
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3.1	Canada HoldCo shall cause one or more Subscribers to make a Subscription Payment to BEPC Holdings following<br>receipt of a Draw-Down Notice from BEPC Holdings and in such amount as BEPC Holdings shall specify in the Draw-Down Notice; provided that no Subscription Payment shall be less than $10 million or in excess of the undrawn amount of the<br>Commitment at the time the Subscription Payment is to be made.
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3.2	BEPC Holdings shall give the Draw-Down Notice to Canada HoldCo in the manner specified in Section 12<br>hereof. The Draw-Down Notice shall:
3.2.1	specify (i) the place at which such Subscription Payment is to be made, including, if applicable, the<br>account of BEPC Holdings or one or more of its subsidiaries to which such Subscription Payment should be made, (ii) the security to be issued, (iii) the amount of such Subscription Payment to be made, and (iv) the Subscription Payment<br>Date and time at which such Subscription Payment is to be made, which shall not be earlier than 12:00 p.m., Toronto **** time, generally on the tenth Business Day, but in no event earlier than the fifth Business Day, after the giving of the<br>Draw-Down Notice; and
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3.2.2	confirm that (i) BEPC Holdings is able to pay its liabilities as they become due; and (ii) there has<br>been no material adverse effect with respect to^^BEPC Holdings or its affairs or financial condition.
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3.3	If BEPC Holdings deems it advisable, BEPC Holdings may reduce the amount of or cancel any call for a<br>Subscription Payment by giving notice to Canada HoldCo in accordance with Section 12, subject to Section 3.1.
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4.	Conditions Precedent
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Canada HoldCo’s obligations pursuant to Section 3.1 are subject to compliance, as of the Subscription Payment Date, with each of the following conditions precedent which are for the sole and exclusive benefit of Canada HoldCo and may be waived by Canada HoldCo in its sole discretion:

4.1	The BEP Group shall directly or indirectly Control BEPC Holdings and the BEP Group shall have the ability,<br>directly or indirectly, to elect a majority of the directors of BEPC Holdings;
4.2	a Draw-Down Notice shall have been provided to Canada HoldCo in accordance with Section 3.2; and<br>
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4.3	a majority of the directors of BEPC Holdings shall have authorized the issuance of BEPC Holdings Class C<br>Shares pursuant to Section 6.
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5.	Expiration of the Commitment Period

Upon the earlier of (i) the expiration of the Commitment Period, subject to the ongoing obligation to satisfy a previously issued Draw-Down Notice, and (ii) the making of Subscription Payments equal to the full amount of the Commitment, no Subscriber shall be required to make Subscription Payments pursuant to this Equity Commitment Agreement.

6.	Issuance of BEPC Holdings Class C Shares

Upon making a Subscription Payment to BEPC Holdings, BEPC Holdings shall issue a number of BEPC Holdings Class C Shares with an aggregate fair market value equal to the cash amount of the Subscription Payment.

7.	Representations and Warranties
7.1	Canada HoldCo hereby represents and warrants to BEPC, BEPC Holdings and the BEP Partnership that:<br>
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7.1.1	it is validly organized and existing under the laws of the Province of Ontario;
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7.1.2	it has the power, capacity and authority to enter into this Equity Commitment Agreement and to perform its<br>duties and obligations hereunder;
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7.1.3	it has taken all necessary action to authorize the execution, delivery and performance of this Equity<br>Commitment Agreement;
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7.1.4	the execution and delivery of this Equity Commitment Agreement by it and the performance by it of its<br>obligations hereunder do not and will not contravene, breach or result in any default under its articles, by-laws, constituent documents or other organizational documents;
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7.1.5	no authorization, consent or approval, or filing with or notice to any Person is required in connection with<br>the execution, delivery or performance by it of this Equity Commitment Agreement; and
7.1.6	this Equity Commitment Agreement constitutes a valid and legally binding obligation of it enforceable against<br>it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally<br>and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a<br>proceeding at law or in equity.
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7.2	BEPC hereby represents and warrants to **** BEPC Holdings, Canada HoldCo and the BEP Partnership that:<br>
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7.2.1	it is validly organized and existing under the laws of the Province of British Columbia;
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7.2.2	it has the power, capacity and authority to enter into this Equity Commitment Agreement and to perform its<br>duties and obligations hereunder;
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7.2.3	it has taken all necessary action to authorize the execution, delivery and performance of this Equity<br>Commitment Agreement;
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7.2.4	the execution and delivery of this Equity Commitment Agreement by it and the performance by it of its<br>obligations hereunder do not and will not contravene, breach or result in any default under its articles, by-laws, constituent documents or other organizational documents;
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7.2.5	no authorization, consent or approval, or filing with or notice to any Person is required in connection with<br>the execution, delivery or performance by it of this Equity Commitment Agreement; and
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7.2.6	this Equity Commitment Agreement constitutes a valid and legally binding obligation of it enforceable against<br>it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally<br>and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a<br>proceeding at law or in equity.
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7.3	BEPC Holdings hereby represents and warrants to **** BEPC, Canada HoldCo and the BEP Partnership that:<br>
7.3.1	it is validly organized and existing under the laws of the Province of British Columbia;
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7.3.2	it has the power, capacity and authority to enter into this Equity Commitment Agreement and to perform its<br>duties and obligations hereunder;
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7.3.3	it has taken all necessary action to authorize the execution, delivery and performance of this Equity<br>Commitment Agreement;
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7.3.4	the execution and delivery of this Equity Commitment Agreement by it and the performance by it of its<br>obligations hereunder do not and will not contravene, breach or result in any default under its articles, by-laws, constituent documents or other organizational documents;
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7.3.5	no authorization, consent or approval, or filing with or notice to any Person is required in connection with<br>the execution, delivery or performance by it of this Equity Commitment Agreement; and
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7.3.6	this Equity Commitment Agreement constitutes a valid and legally binding obligation of it enforceable against<br>it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally<br>and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a<br>proceeding at law or in equity.
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7.4	The BEP Partnership hereby represents and warrants to **** BEPC, BEPC Holdings and Canada HoldCo that:<br>
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7.4.1	it is validly organized and existing under the laws of Bermuda;
7.4.2	it has the power, capacity and authority to enter into this Equity Commitment Agreement and to perform its<br>duties and obligations hereunder;
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7.4.3	it has taken all necessary action to authorize the execution, delivery and performance of this Equity<br>Commitment Agreement;
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7.4.4	the execution and delivery of this Equity Commitment Agreement by it and the performance by it of its<br>obligations hereunder do not and will not contravene, breach or result in any default under its limited partnership agreement, constituent documents or other organizational documents;
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7.4.5	no authorization, consent or approval, or filing with or notice to any Person is required in connection with<br>the execution, delivery or performance by it of this Equity Commitment Agreement; and
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7.4.6	this Equity Commitment Agreement constitutes a valid and legally binding obligation of it enforceable against<br>it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally<br>and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a<br>proceeding at law or in equity.
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8.	Covenants of the BEP Partnership
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The BEP Partnership covenants to BEPC and agrees that, from the date of this Equity Commitment Agreement until the termination of this Equity Commitment Agreement:

(a) it will not declare any distribution on the BEP Units if on such date BEPC does not have sufficient money or other assets, taking into account any dividends declared on or about such date by BEPC Holdings on the class A.1 exchangeable subordinate voting shares of BEPC Holdings held by BEPC, to enable the declaration and payment, in accordance with applicable law (including directors’ fiduciary duties) and all contracts to which BEPC is a party, of the equivalent (calculated per BEPC Class A Share) dividend on the BEPC Class A Shares; and

(b) it will not pay any distribution that is declared after the date of this Equity Commitment Agreement on the BEP Units if on such payment date BEPC does not have sufficient money or other assets, taking into account any dividends to be received by BEPC on the class A.1 subordinate voting shares of BEPC Holdings held by BEPC on or about the date of the proposed distribution, to enable the payment, in accordance with applicable law (including directors’ fiduciary duties) and all contracts to which BEPC is a party, of the equivalent (calculated per BEPC Class A Share) dividend on the BEPC Class A Shares.

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9.	Termination

This Equity Commitment Agreement shall terminate and no longer be of any effect in the event that all of the outstanding BEPC Class A Shares are held by Brookfield Corporation, the BEP Partnership or their controlled Affiliates.

10.	Further Assurances

Each of the parties hereto shall promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purpose of giving effect to this Equity Commitment Agreement and shall use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Equity Commitment Agreement.

11.	Successors and Assigns

No party may assign its right or benefits under this Equity Commitment Agreement without the prior written consent of the other parties hereto provided that Canada HoldCo may assign its rights and benefits under this Equity Commitment Agreement to any member of the BEP Group without obtaining the prior written consent of the other parties. This provision of this Equity Commitment Agreement shall enure to the benefit of and be binding on the parties to this Equity Commitment Agreement and their respective successors and assigns.

-13-

12.	Notice

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be given by prepaid mail, by facsimile or other means of electronic communication or by delivery as hereafter provided. Any such notice or other communication, if mailed by prepaid mail at any time other than during a general discontinuance of postal service due to strike, lockout or otherwise, shall be deemed to have been received on the fourth Business Day after the post-marked date thereof, or if sent by facsimile or other means of electronic communication, shall be deemed to have been received on the Business Day following the sending, or if delivered by hand shall be deemed to have been received at the time it is delivered to the applicable address noted below either to the individual designated below or to an individual at such address having apparent authority to accept deliveries on behalf of the addressee. Notice of change of address shall also be governed by this section. In the event of a general discontinuance of postal service due to strike, lock-out or otherwise, notices or other communications shall be delivered by hand or sent by facsimile or other means of electronic communication and shall be deemed to have been received in accordance with this section. Notices and other communications shall be addressed as follows:

(a)	if to Canada HoldCo:

Brookfield Place, Suite 100

181 Bay Street

Toronto, ON M5J 2T3

(b)	if to BEPC:

Brookfield Renewable Corporation

Brookfield Place

250 Vesey Street, 15th Floor

New York NY 10281

(c)	if to BEPC Holdings:

Brookfield Renewable Corporation

Brookfield Place

250 Vesey Street, 15th Floor

New York NY 10281

(d)	if to the BEP Partnership:

Brookfield Renewable Partners L.P.

73 Front Street, 5th Floor

Hamilton

HM12

Bermuda

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13.	Benefits of this Equity Commitment Agreement

Nothing in this Equity Commitment Agreement shall be construed to give to any Person other than the parties hereto any legal or equitable right, remedy or claim under this Equity Commitment Agreement.

14.	Counterparts

This Equity Commitment Agreement may be signed in counterparts and each of such counterparts shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.

[NEXT PAGE IS THE SIGNATURE PAGE]

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IN WITNESS WHEREOF the parties hereto have executed this agreement as of the date first written above.

BROOKFIELD BRP HOLDINGS (CANADA) INC.
By:	/s/ Jennifer Mazin
	Name: Jennifer Mazin<br> <br>Title: General Counsel<br>and Corporate Secretary
BROOKFIELD RENEWABLECORPORATION
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By:	/s/ Jennifer Mazin
	Name: Jennifer Mazin<br> <br>Title: General Counsel<br>and Corporate Secretary
BROOKFIELD RENEWABLE HOLDINGSCORPORATION
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By:	/s/ Jennifer Mazin
	Name: Jennifer Mazin<br> <br>Title: General Counsel<br>and Corporate Secretary
BROOKFIELD RENEWABLE PARTNERSL.P., by its general partner BROOKFIELDRENEWABLE PARTNERS LIMITED
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By:	/s/ James Bodi
	Name: James Bodi<br> <br>Title:<br>President

[Amended and RestatedEquity Commitment Agreement – Signature Page]

EX-99.8

Exhibit 99.8

SUBORDINATE CREDIT AGREEMENT

between

BROOKFIELDRENEWABLE CORPORATION

as Borrower

AND

BROOKFIELD BRPHOLDINGS (CANADA) INC.

as Lender

Effective as of December 24, 2024

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS			1
1.1	Defined Terms		1
1.2	Terms Generally		17
1.3	Accounting Terms; GAAP		17
1.4	Time		17
1.5	Borrowers Jointly and Severally Liable		18
1.6	Borrowers Bound by Delivered Certificates and Notices		18
1.7	Currency Equivalents		18
1.8	Amount of Credit		18
1.9	Divisions		19
1.10	Benchmark Replacement Disclaimer		19
1.11	Exhibits		19
ARTICLE 2 THE CREDIT FACILITY			20
2.1	Establishment of Credit Facility		20
2.2	Loans and Borrowings		20
2.3	Requests for Borrowings		20
2.4	Interest		21
2.5	Evidence of Debt		23
2.6	Automatic Renewal, Termination and Reduction of Credit Facility		23
2.7	Mandatory Repayments of Excess Drawn Amounts		23
2.8	Voluntary Prepayments and Cancellation		24
2.9	Breakage Costs		24
2.10	Alternate Rate of Interest		24
2.11	Benchmark Replacement		25
2.12	Canadian Benchmark Replacement		27
2.13	Increased Costs; Illegality		28
2.14	Payments Generally		29
2.15	Addition of Borrowers		30
2.16	Withholding Tax		30
ARTICLE 3 REPRESENTATIONS AND WARRANTIES			31
3.1	Organization; Powers		31
3.2	Authorization; Enforceability		31
3.3	Governmental Approvals; No Conflicts		31
3.4	Financial Information		31
3.5	Litigation		32
3.6	Compliance with Laws and Agreements		32
3.7	Taxes		32
3.8	Pension Plans		32
3.9	No Order or Judgments		32
3.10	Insurance		32
3.11	Solvency		33
3.12	Environmental Matters	33
---	---	---
3.13	Money Laundering Laws	33
3.14	Office of Foreign Assets Control	33
3.15	Survival of Representations and Warranties	33
3.16	Deemed Repetition	33
ARTICLE 4 CONDITIONS PRECEDENT TO LOANS		34
4.1	Conditions Precedent to Loans	34
ARTICLE 5 AFFIRMATIVE COVENANTS		34
5.1	Financial Statements and Other Information	34
5.2	Existence; Conduct of Business	35
5.3	Timely Payment	35
5.4	Books and Records	35
5.5	Compliance with Laws	35
5.6	Insurance	35
5.7	Operation of Business	35
5.8	Maintenance of Assets	36
5.9	Payment of Taxes	36
5.10	Use of Proceeds	36
ARTICLE 6 NEGATIVE COVENANTS		36
6.1	Fundamental Changes	36
ARTICLE 7 EVENTS OF DEFAULT		37
7.1	Events of Default	37
7.2	Legal Proceedings	40
7.3	Non-Merger	40
ARTICLE 8 SUBORDINATION AND DEPOSITS		41
8.1	Subordination	41
ARTICLE 9 MISCELLANEOUS		42
9.1	Addition of Lenders	42
9.2	Agreement between Lenders	42
9.3	Notices	42
9.4	Waivers	43
9.5	Expenses; Indemnity	43
9.6	Currency Indemnity	44
9.7	Successors and Assigns	45
9.8	Survival	45
9.9	Counterparts; Integration; Effectiveness	45
9.10	Severability	45
9.11	Right of Set Off	46
9.12	Governing Law; Jurisdiction	46
9.13	Waiver of Jury Trial	46

ii -

9.14	Headings	46
9.15	Limited Recourse	46
Exhibit A FORM OF BORROWING REQUEST
Exhibit B FORM OF CONFIRMATION OF SUBORDINATION

iii -

SUBORDINATE CREDIT AGREEMENT

THIS SUBORDINATE CREDIT AGREEMENT is effective as of December 24, 2024, and is entered into between Brookfield Renewable Corporation, as the initial Borrower, such Persons as become Borrowers hereunder from time to time, and Brookfield BRP Holdings (Canada) Inc., as Lender.

The parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1	Defined Terms

As used in this Agreement, the following terms have the meanings specified below:

“Adjusted Daily Compounded CORRA” means, for purposes of any calculation, the rate per annum equal to (a) Daily Compounded CORRA for such calculation plus (b) the Daily Compounded CORRA Adjustment.

“Adjusted Term CORRA” means, for purposes of any calculation, the rate per annum equal to (a) Term CORRA for such calculation plus (b) the Term CORRA Adjustment.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment.

“Agreement” means this subordinate credit agreement and all exhibits attached hereto, as amended, restated or supplemented from time to time.

“Applicable Law” means, in respect of any Person, property, transaction, event or other matter, as applicable, all Laws relating or applicable to such Person, property, transaction, event or matter.

“Applicable Margin” means, with respect to any Loan, the applicable rate per annum, expressed as a percentage, set forth in the relevant column and row of the table below:

Type of Loan
Canadian Prime Rate Loan	0.80	%
U.S. Base Rate Loan	0.80	%
CORRA Loan	1.80	%
SOFR Loan	1.80	%

“Authorization” means, with respect to any Person, any authorization, order, permit, approval, grant, licence, consent, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decree, by-law, rule or regulation of any Governmental Authority having jurisdiction over such Person and legally binding on such Person.

“Available Amount” means the amount of the Credit Facility as set out in Section 2.1 as reduced from time to time in accordance with the provisions of this Agreement.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.11.4.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, as applicable, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.11.1.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Lender on the applicable Benchmark Replacement Date:

(a)

the sum of: (i) Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment; or

(b)

the sum of: (i) the alternate benchmark rate that has been selected by the Lender and the Borrowers giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (ii) the related Benchmark Replacement Adjustment;

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If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Financing Documents.

“Benchmark ReplacementAdjustment” means, with respect to any replacement of the then current Benchmark with an Unadjusted Benchmark Replacement:

(a)

for purposes of clause (a) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Lender: (i) the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) as of the time that such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor; or (ii) the spread adjustment (which may be a positive or negative value or zero) as of the time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(b)

for purposes of clause (b) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Lender and the Borrowers giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

“Benchmark Replacement Conforming Changes” means, with respect to the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “U.S. Base Rate”, the definition of “Business Day”, the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operational matters) that the Lender decides, in consultation with the Borrowers, may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Lender in a manner substantially consistent with market practice (or, if the Lender decides that adoption of any portion of such market practice is not administratively feasible or if the Lender determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Lender decides, in consultation with the Borrowers, is reasonably necessary in connection with the administration of this Agreement and the other Financing Documents).

“BenchmarkReplacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a)

in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); and

(b)

in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

Notwithstanding anything herein to the contrary, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a)	a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the<br>published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time<br>of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(b)	a public statement or publication of information by the regulatory supervisor for the administrator of such<br>Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with<br>jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of<br>such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor<br>administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
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(c)	a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the<br>published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer,<br>or as of a specified future date will no longer be, representative or do not, or as a specified future date will not, comply with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.<br>
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Notwithstanding anything herein to the contrary, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 2.11 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 2.11.

“Borrowers” means, collectively, Brookfield Renewable Corporation and each Person that agrees to be bound hereunder as a Borrower hereunder pursuant to Section 2.15.

“Borrowing” means any availment of the Credit Facility and includes a rollover or conversion of any outstanding Loan.

“Borrowing Request” means a request by any Borrower for a Borrowing pursuant to Section 2.3.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Toronto, Ontario or New York, New York are authorized or required by Applicable Law to remain closed and, (a) in the case of any SOFR Loan, is also not a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities, and (b) for the limited purpose of calculating Term CORRA or Daily Compounded CORRA in respect of any CORRA Loan, “Business Day” shall only include any day that is not a Saturday, Sunday or any day on which commercial banks are authorized or required by Applicable Law to close in Toronto, Ontario.

“Canadian Available Tenor” means, as of any date of determination and with respect to the then-current Canadian Benchmark, as applicable, (a) if the then current Canadian Benchmark is a term rate, any tenor for such Canadian Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Canadian Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Canadian Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Canadian Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.12.4.

“Canadian Benchmark” means, initially, the Term CORRA Reference Rate or Daily Compounded CORRA, as the case may be; provided that if a Canadian Benchmark Transition Event has occurred with respect to the Term CORRA Reference Rate, Daily Compounded CORRA, or the then-current Canadian Benchmark, then “Canadian Benchmark” means the applicable Canadian Benchmark Replacement to the extent that such Canadian Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.12.1.

“Canadian Benchmark Replacement” means, with respect to any Canadian Benchmark Transition Event:

(a)

where a Canadian Benchmark Transition Event has occurred with respect to Term CORRA Reference Rate, Daily Compounded CORRA; and

(b)

where a Canadian Benchmark Transition Event has occurred with respect to a Canadian Benchmark other than the Term CORRA Reference Rate, the sum of: (i) the alternate benchmark rate that has been selected by the Lender and the Borrowers giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Canadian Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Canadian Benchmark for Canadian Dollar-denominated syndicated credit facilities and (ii) the related Canadian Benchmark Replacement Adjustment.

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If the Canadian Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Canadian Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Financing Documents.

“Canadian Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Canadian Benchmark with a Canadian Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Lender and the Borrowers giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Canadian Benchmark with the applicable Canadian Unadjusted Benchmark Replacement by the Relevant Canadian Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Canadian Benchmark with the applicable Canadian Unadjusted Benchmark Replacement for Canadian Dollar-denominated syndicated credit facilities at such time.

“Canadian Benchmark Replacement Conforming Changes” means, with respect to the use or administration of a Canadian Benchmark or the use, administration, adoption or implementation of any Canadian Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Canadian Prime Rate,” the definition of “Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of Borrowings or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.13 and other technical, administrative or operational matters) that the Lender decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Lender in a manner substantially consistent with market practice (or, if the Lender decides that adoption of any portion of such market practice is not administratively feasible or if the Lender determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Lender decides is reasonably necessary in connection with the administration of this Agreement and the other Financing Documents).

“Canadian Benchmark Replacement Date” means, the earliest to occur of the following events with respect to the then-current Canadian Benchmark:

(a)

in the case of clause (a) or (b) of the definition of “Canadian Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Canadian Available Tenors of such Canadian Benchmark (or such component thereof); or

(b)

in the case of clause (c) of the definition of “Canadian Benchmark Transition Event,” the first date on which such Canadian Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Canadian Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Canadian Available Tenor of such Canadian Benchmark (or such component thereof) continues to be provided on such date.

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For the avoidance of doubt, the “Canadian Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Canadian Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Canadian Available Tenors of such Canadian Benchmark (or the published component used in the calculation thereof).

“Canadian Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Canadian Benchmark:

(a)

a public statement or publication of information by or on behalf of the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Canadian Available Tenors of such Canadian Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Canadian Available Tenor of such Canadian Benchmark (or such component thereof);

(b)

a public statement or publication of information by the regulatory supervisor for the administrator of such Canadian Benchmark (or the published component used in the calculation thereof), the Bank of Canada, an insolvency official with jurisdiction over the administrator for such Canadian Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Canadian Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Canadian Benchmark (or such component), which states that the administrator of such Canadian Benchmark (or such component) has ceased or will cease to provide all Canadian Available Tenors of such Canadian Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Canadian Available Tenor of such Canadian Benchmark (or such component thereof); or

(c)

a public statement or publication of information by the regulatory supervisor for the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) announcing that all Canadian Available Tenors of such Canadian Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

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For the avoidance of doubt, a “Canadian Benchmark Transition Event” will be deemed to have occurred with respect to any Canadian Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Canadian Available Tenor of such Canadian Benchmark (or the published component used in the calculation thereof).

“Canadian Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Canadian Benchmark Replacement Date has occurred if, at such time, no Canadian Benchmark Replacement has replaced the then-current Canadian Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 2.12 and (b) ending at the time that a Canadian Benchmark Replacement has replaced the then-current Canadian Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 2.12.

“Canadian Dollars” and “Cdn$” refer to lawful money of Canada.

“Canadian Prime Borrowing” means a Borrowing comprised of one or more Canadian Prime Rate Loans.

“Canadian Prime Rate” means, on any day, the annual rate of interest equal to the greater of (a) the annual rate of interest announced by the Canadian Reference Lender and in effect as its prime rate at its principal office in Toronto, Ontario on such day for determining interest rates on Canadian Dollar-denominated commercial loans in Canada, and (b) the annual rate of interest equal to the sum of the one-month Adjusted Term CORRA in effect on such day plus 1.0% per annum. If the Canadian Prim Rate is less than the Floor at any time, it shall be deemed to be the Floor.

“Canadian Prime Rate Loan” means a Loan denominated in Canadian Dollars which bears interest at a rate based upon the Canadian Prime Rate.

“Canadian Reference Lender” means such bank that is listed on Schedule I of the Bank Act (Canada) that is selected by the Lender by giving written notice thereof to the Borrowers.

“Canadian Unadjusted Benchmark Replacement” means the applicable Canadian Benchmark Replacement excluding the related Canadian Benchmark Replacement Adjustment.

“Change in Control” means the acquisition by any Person other than Brookfield Corporation or its Affiliates (or any combination thereof) of Control of any Borrower.

“Change in Law” means (a) the adoption of any new Law after the date of this Agreement, (b) any change in any existing Law or in the official interpretation or application thereof by any Governmental Authority after the date of this Agreement, or (c) compliance by the Lender or any of its lenders with any request, guideline or directive (whether or not having the force of law, but in the case of a request, guideline or directive not having the force of law, being a request, guideline or directive with which Persons customarily, and are expected by the relevant Governmental Authority to, comply and nevertheless considered to be binding on a Person or such Person’s property) of any Governmental Authority made or issued after the date of this Agreement.

“Control” and similar expressions mean a relationship between two Persons wherein one of such Persons has the power, through the ownership of Equity Securities, by contract or otherwise, to directly or indirectly direct the management and policies of the other of such Persons, and includes, without limitation: (a) in the case of a corporation or a trust, the ownership, either directly or indirectly through one or more Persons, of Equity Securities of such corporation or trust carrying more than 50% of the votes that may be cast to elect the directors or trustees of such corporation or trust or the Control of the corporate trustee of such trust, either under all circumstances or under some circumstances that have occurred and are continuing, (other than Equity Securities held as collateral for a bona fide debt where the holder thereof is not entitled to exercise the voting rights attached thereto unless a default has occurred), provided that such votes, if exercised, are sufficient to elect a majority of the directors or trustees of such corporation or trust or corporate trustee; and (b) in the case of a general partnership or limited partnership, the power, through the ownership of Equity Securities, by contract or otherwise, to act as the managing partner appointed in respect of such general partnership or the general partner appointed in respect of such limited partnership, or to otherwise Control such managing partner or general partner, as applicable.

“CORRA” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator).

“CORRA Borrowing” means a Term CORRA Borrowing or a Daily Compounded CORRA Borrowing, as applicable.

“CORRA Loan” means a Term CORRA Loan or a Daily Compounded CORRA Loan, as applicable.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Credit Facility” means the revolving credit facility established pursuant to Section 2.1.1.

“Daily Compounded CORRA” means, for any day (a “Daily Compounded CORRA Rate Day”), a rate per annum (with interest accruing on a compounded daily basis) equal to CORRA for the day (such day, the “Daily Compounded CORRA Determination Day”), that is five (5) Business Days prior to (a) if such Daily Compounded CORRA Rate Day is a Business Day, such Daily Compounded CORRA Rate Day or (b) if such Daily Compounded CORRA Rate Day is not a Business Day, the Business Day immediately preceding such Daily Compounded CORRA Rate Day, in each case, as CORRA is published by the administrator; provided, however, that if as of 5:00 p.m. (Toronto time) on any Daily Compounded CORRA Determination Day, CORRA has not been published by the administrator and a Canadian Benchmark Replacement Date with respect to Daily Compounded CORRA has not occurred, then Daily Compounded CORRA will be CORRA as published by the administrator on the first preceding Business Day for which CORRA was published by the administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Daily Compounded CORRA Determination Day; and provided further, that to the extent Daily Compounded CORRA as so determined shall, at any time, be less than the Floor, such rate shall be deemed to be Floor for all purposes herein.

“Daily Compounded CORRA Adjustment” means (a) a percentage equal to 0.29547% (29.547 basis points) per annum for one-month’s tenor, and (b) a 0.32138% (32.138 bps) per annum for three-months’ tenor.

“Daily Compounded CORRA Determination Day” has the meaning set forth in the definition of “Daily Compounded CORRA”.

“Daily Compounded CORRA Borrowing” means a Borrowing comprised of one or more Daily Compounded CORRA Loans.

“Daily Compounded CORRA Loan” means a Loan made by the Lender to a Borrower that bears interest at a rate based on Adjusted Daily Compounded CORRA.

“Daily Compounded CORRA Rate Day” has the meaning set forth in the definition of “Daily Compounded CORRA”.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Lender in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that, if the Lender decides that any such convention is not administratively feasible for the Lender, then the Lender may establish another convention in its reasonable discretion.

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“Default” means any event or condition which constitutes an Event of Default or which, upon notice, lapse of time or both, would, unless cured or waived, become an Event of Default.

“DollarAmount” means at any time with respect to outstanding Loans under the Credit Facility, the aggregate of (a) the amount in Dollars of all Loans that are denominated in Dollars, and (b) the Dollar Equivalent at such time of all Loans that are denominated in Canadian Dollars.

“Dollar Equivalent” means, at the date of determination, the amount of Dollars that the Lender could purchase, in accordance with its normal practice, with a specified amount of Canadian Dollars based on the Exchange Rate on such date.

“Dollars” and “$” refer to lawful money of the United States unless otherwise indicated.

“ Effective Date ” means December 24, 2024, being the date the Credit Facility was first established.

“Environmental Laws” means all applicable federal, provincial, local or foreign laws, rules, regulations, codes, ordinances, orders, decrees, judgements, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, having the force of law and relating to the environment, health and safety, or health protection, including the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling, release, threatened release or disposal of any hazardous or regulated material.

“Equity Securities” means, with respect to any Person, any and all shares, units, interests, participations, rights in, or other equivalents (however designated and whether voting and non-voting) of, such Person’s capital, whether outstanding on the date hereof or issued after the date hereof, including without limitation any interest in a partnership, limited partnership or other similar Person and any unit or beneficial interest in a trust, and any and all rights, warrants, options or other rights exchangeable for or convertible into any of the foregoing.

“Event of Default” has the meaning specified in Section 7.1.

“Exchange Rate” means, on any day, the rate at which Canadian Dollars may be exchanged into Dollars as set forth at approximately 11:00 a.m. New York City time on such date on the relevant Reuters screen for Canadian Dollars; provided that if such rate does not appear on any Reuters screen on any date, the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be reasonably selected by the Lender.

“FATCA” means Sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any intergovernmental agreement or foreign legislation (including official administrative rules or practices) implemented to give effect to any intergovernmental agreements entered into thereunder and any agreements entered into pursuant to Section 1471(b) of the IRC.

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“Federal Funds (Effective) Rate” means, for any period, a fluctuating rate of interest per annum equal for each day during such period to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the NYFRB, or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Lender from three federal funds brokers of recognized standing selected by it. Notwithstanding the foregoing, if the Federal Funds (Effective) Rate is less than the Floor, it shall be deemed to be the Floor hereunder.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.

“Financing Documents” means this Agreement and the Borrowing Requests, together with any other document, instrument or agreement now or hereafter entered into pursuant to or in connection with this Agreement, as such documents, instruments or agreements may be amended, modified or supplemented from time to time.

“Floor” means 0.00% per annum.

“GAAP” means generally accepted accounting principles in Canada or the United States in effect from time to time which, for clarity, will include IFRS.

“Governmental Authority” means the Government of Canada or the United States, any other nation or any political subdivision thereof, whether provincial, state, territorial or local, and any agency, authority, instrumentality, regulatory body, court or other ether entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Hostile Acquisition” means a proposed acquisition by any Borrower or any Subsidiary in circumstances in which the Person subject to such acquisition will not have, as of the date of the acquisition notice in respect of such acquisition, evidenced its agreement or agreement in principle to such acquisition.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board and as in effect from time to time.

“Indemnitee” has the meaning specified in Section 9.5.2.

“Interest Payment Date” means, (a) in the case of any Canadian Prime Rate Loan or U.S. Base Rate Loan, the first Business Day of each month, and (b) in the case of any CORRA Loan or SOFR Loan, the last day of the Interest Period relating to such Loan, provided that if an Interest Period for any such Loan exceeds three months, then “Interest Payment Date” shall also include each date which occurs at each three month interval during such Interest Period.

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“Interest Period” means (a) with respect to any SOFR Loan, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter or such other periods thereafter as may from time to time be agreed to by the applicable Borrower requesting such Loan and the Lender, and (b) with respect to any CORRA Loan, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one or three months thereafter or such other periods thereafter as may from time to time be agreed to by the applicable Borrower requesting such Loan and the Lender; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the immediately succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (iii) no Interest Period shall extend beyond the Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a converted or continued Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. No tenor that is subsequently permanently removed as part of any Benchmark Replacement Conforming Changes or Canadian Benchmark Replacement Conforming Changes, as applicable, shall be available for specification in any Borrowing Request.

“IRC” means the Internal Revenue Code of 1986, as amended from time to time.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Laws” means all applicable federal, state, provincial, municipal, foreign and international statutes, acts, codes, ordinances, decrees, treaties, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards or any provisions of the foregoing, and all policies, practices, directives and guidelines in each case of any Governmental Authority and having the force of law; and “Law” means any one or more of the foregoing.

“Lender” means, collectively, Brookfield BRP Holdings (Canada) Inc. and each Person that becomes a Lender hereunder from time to time.

“Loan” means any SOFR Loan, Canadian Prime Rate Loan, CORRA Loan or U.S. Base Rate Loan made by the Lender to a Borrower pursuant to this Agreement.

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“Material Adverse Effect” means any event, development or circumstance which has had or would have (a) a material adverse effect on the business, assets, properties, operations or financial condition of the Borrowers and their Subsidiaries taken as a whole, or (b) a material adverse effect on the ability of the Borrowers (taken as a whole) to perform their obligations under this Agreement.

“Maturity Date” means the date that is ten (10) years from the Effective Date, as such date may be extended in accordance with Section 2.6.

“MoneyLaundering Laws” has the meaning specified in Section 3.13.

“NYFRB” means the Federal Reserve Bank of New York.

“Obligations” means all present and future debts, liabilities and obligations of the Borrowers to the Lender under this Agreement, whether absolute or contingent, due or to become due, existing on the Effective Date or thereafter arising, including without limitation with respect to all Loans, and all interest and fees owing hereunder (including those that accrue after the commencing by or against a Borrower of any insolvency or similar proceeding).

“OFAC” has the meaning specified in Section 3.14.

“OFAC Lists” has the meaning specified in Section 3.14.

“Periodic Term CORRA Determination Date” has the meaning set forth in the definition of “Term CORRA”.

“Person” includes any natural person, corporation, company, limited liability company, unlimited liability company, trust, joint venture, association, incorporated organization, partnership, limited partnership, Governmental Authority or other entity.

“RBSL” means Refinitiv Benchmark Services (UK) Limited.

“Relevant Canadian Governmental Body” means the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successor thereto.

“Relevant Governmental Body” means the Federal Reserve Board or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board or the NYFRB, or any successor thereto.

“ResponsibleOfficer” means, in respect of a Borrower, any director or officer of such Person or the general or managing partner of such Person.

“Senior Debt” has the meaning given to that term in Section 8.1(a).

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

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“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the NYFRB, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Borrowing” means a Borrowing comprised of one or more SOFR Loans.

“SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “U.S. Base Rate”.

“Specified Threshold Amount” means, as at any date, the greater of (a) $125,000,000 and (b) an amount equal to 10% of the Borrowers’ consolidated equity as at such date.

“Subsidiaries” means, collectively, the subsidiaries of the Borrowers, and “Subsidiary” means any of them.

“s ubsidiary” means, with respect to any Person at any date, any corporation, limited liability company, partnership, limited partnership, trust or other entity of which securities or other ownership interests representing more than 50% of the combined voting stock are owned, directly or indirectly, by such Person or by any one or more subsidiaries of such Person.

“Taxes” means all present and future taxes, charges, fees, levies, imposts, surtaxes, duties and other assessments, including all income, sales, use, goods and services, value added, capital, capital gains, alternative, net worth, transfer, profits, withholding, payroll, employer health, excise, real property and personal property taxes, and any other taxes, customs duties, fees, assessments, or similar charges of any nature, imposed by any Governmental Authority and whether disputed or not.

“Term CORRA” means, for any calculation with respect to a Term CORRA Loan, the Term CORRA Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term CORRA Determination Day”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term CORRA Administrator; provided, however, that if as of 1:00 p.m. (Toronto time) on any Periodic Term CORRA Determination Day the Term CORRA Reference Rate for the applicable tenor has not been published by the Term CORRA Administrator and a Canadian Benchmark Replacement Date with respect to the Term CORRA Reference Rate has not occurred, then Term CORRA will be the Term CORRA Reference Rate for such tenor as published by the Term CORRA Administrator on the first preceding Business Day for which such Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Periodic Term CORRA Determination Day. Notwithstanding the foregoing, to the extent Term CORRA is less than the Floor at any given time, it shall be deemed to be the Floor.

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“Term CORRA Adjustment” means (a) a percentage equal to 0.29547% (29.547 basis points) per annum for one-month’s tenor, and (b) a 0.32138% (32.138 bps) per annum for three-months’ tenor.

“Term CORRA Administrator” means Candeal Benchmark Administration Services Inc., TSX Inc., or any successor administrator.

“Term CORRA Borrowing” means a Borrowing comprised of one or more Term CORRA Loans.

“Term CORRA Loan” means a Loan denominated in Canadian Dollars which bears interest at a rate based upon Adjusted Term CORRA other than pursuant to clause (b) of the definition of “Canadian Prime Rate”.

“Term CORRA Reference Rate” means the forward-looking term rate based on CORRA.

“Term SOFR” means, for the applicable tenor, the Term SOFR Reference Rate on the day (such day, the “Term SOFR Determination Day”) that is two (2) Business Days prior to the first day of such applicable Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Term SOFR Determination Day, provided, that if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Adjustment” means a percentage equal to 0.10% per annum.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Lender in its reasonable discretion).

“Term SOFR ReferenceRate” means the forward-looking term rate based on SOFR.

“Type”, when used in reference to any Loan or Borrowing, refers to whether such Loan or Borrowing is a U.S. Base Rate Loan, Canadian Prime Rate Loan, SOFR Loan or CORRA Loan or a U.S. Base Rate Borrowing, Canadian Prime Borrowing, SOFR Borrowing or CORRA Borrowing, as the case may be.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

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“U.S. Base Rate” means, on any day, the annual rate of interest equal to the greater of (a) the annual rate of interest announced by a commercial Canadian or U.S. bank selected by the Lender and in effect as its base rate at its principal office in Toronto, Ontario on such day for determining interest rates on Dollar-denominated commercial loans in Canada, (b) the Federal Funds (Effective) Rate in effect on such day plus 0.50% per annum, and (c) the Adjusted Term SOFR for a one-month term in effect on such day plus 1.00%. Any change in the U.S. Base Rate due to a change in the applicable base rate, the Federal Funds (Effective) Rate or such Adjusted Term SOFR shall be effective from and including the effective date of such change in the applicable base rate, the Federal Funds (Effective) Rate or such Adjusted Term SOFR, respectively.

“U.S. Base Rate Borrowing” means a Borrowing comprised of one or more U.S. Base Rate Loans.

“U.S. Base Rate Loan” means a Loan denominated in Dollars which bears interest at a rate based upon the U.S. Base Rate.

“Withholdings” has the meaning given to that term in Section 2.16.

1.2	Terms Generally

The definitions of terms herein will apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun will include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” will be deemed to be followed by the phrase “without limitation”. Unless the context requires otherwise: (a) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (b) any reference herein to any statute or any Section thereof will, unless otherwise expressly stated, be deemed to be a reference to such statute or Section as amended, restated or re-enacted from time to time; (c) any reference herein to any Person will be construed to include such Person’s successors and permitted assigns; (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, will be construed to refer to this Agreement in its entirety and not to any particular provision hereof; (e) all references herein to Articles, Sections and Exhibits will be construed to refer to Articles and Sections of, and Exhibits to, this Agreement; and (f) the words “asset” and “property” will be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contractual rights.

1.3	Accounting Terms; GAAP

Except as otherwise expressly provided herein, all terms of an accounting or financial nature will be construed in accordance with GAAP, as in effect from time to time.

1.4	Time

All time references herein will, unless otherwise specified, be references to local time in Toronto, Ontario, Canada. Time is of the essence of this Agreement.

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1.5	Borrowers Jointly and Severally Liable

Each Person that becomes a Borrower is jointly and severally liable for all Obligations, including the obligation to pay all amounts owing hereunder to the Lender on the dates such amounts are due and on the Maturity Date. Each Borrower agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory repayment, by acceleration or otherwise), the Borrowers will, jointly and severally, promptly pay the same without any demand or notice whatsoever and each Borrower jointly and severally irrevocably and unconditionally accepts joint and several liability with respect to the payment and performance of all Obligations of each other Borrower, it being the intention of the parties hereto that all Obligations be joint and several obligations of each Borrower without preference or distinction among them. Each Borrower agrees that delivery of funds to any Borrower under this Agreement shall constitute valuable consideration and reasonably equivalent value to all Borrowers for purposes of binding them and their assets on a joint and several basis for the Obligations hereunder. Each Borrower agrees that it will not seek payment, directly or indirectly, from any other Borrower through a claim of indemnity, contribution, subrogation or otherwise until all Obligations have been repaid in full and the Credit Facility has terminated.

1.6	Borrowers Bound by Delivered Certificates and Notices

Each Borrower hereby authorizes each other Borrower to deliver or submit to the Lender on behalf of such Borrower (and all other Borrowers) any Borrowing Request, notice or certificate required or permitted to be delivered or submitted by it or on its behalf hereunder and agrees that it will be bound by, and shall be responsible for any information set forth in any such Borrowing Request, notice or certificate to the same extent as if such Borrowing Request, notice or certificate had been executed by a Responsible Officer of such Borrower and delivered or submitted by such Borrower.

1.7	Currency Equivalents

For purposes of determining (a) whether the amount of any Borrowing, together with all other Borrowings then outstanding or to be borrowed at the same time as such Borrowing, would exceed the Available Amount, (b) the unutilized amount of the Credit Facility, and (c) the outstanding principal amount of any Borrowing, the outstanding principal amount of any Loan that is denominated in Canadian Dollars shall be deemed to be the Dollar Equivalent of such amount determined as of the applicable determination date.

1.8	Amount of Credit

Any reference herein to the amount of credit outstanding means, at any particular time:

(a)	in the case of a Canadian Prime Rate Loan or CORRA Loan, the Dollar Equivalent of the principal amount thereof;<br>and
(b)	in the case of a SOFR Loan or U.S. Base Rate Loan, the principal amount of such Loan.
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1.9	Divisions

For all purposes of this Agreement, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person; and (b) if any Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Securities at such time.

1.10	Benchmark Replacement Disclaimer

The Lender does not warrant or accept responsibility for, and shall not have any liability with respect to the continuation of, administration of, submission of, calculation of or any other matter related to CORRA, Daily Compounded CORRA, Term CORRA, Term SOFR, Daily Simple SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Canadian Benchmark Replacement or Benchmark Replacement, as applicable), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Canadian Benchmark Replacement or Benchmark Replacement, as applicable) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as CORRA, Daily Compounded CORRA, Term CORRA, Term SOFR, Daily Simple SOFR, or any other Canadian Benchmark or Benchmark, as applicable, prior to its discontinuance or unavailability. The Lender and its affiliates or other related entities may engage in transactions that affect the calculation of CORRA, Daily Compounded CORRA, Term CORRA, Term SOFR, Daily Simple SOFR, or any alternative, successor or replacement rate (including any Canadian Benchmark Replacement or Benchmark Replacement, as applicable) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Lender may select information sources or services in its reasonable discretion to ascertain CORRA, Daily Compounded CORRA, Term CORRA, Term SOFR, Daily Simple SOFR, or any other Canadian Benchmark or Benchmark, as applicable, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

1.11	Exhibits

The following are the Exhibits annexed hereto, incorporated by reference and deemed to be a part hereof:

Exhibits:	A	-	Borrowing Request
	B	-	Form of Confirmation of Subordination

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ARTICLE 2

THE CREDIT FACILITY

2.1	Establishment of Credit Facility
2.1.1	Subject to the terms and conditions set forth herein, the Lender hereby establishes in favour of the Borrowers<br>a Credit Facility in the amount of $150,000,000 (the “Available Amount”) and commits to make Loans to the Borrowers from time to time during the period commencing on the Effective Date and ending on the Maturity Date, provided that<br>the aggregate outstanding principal amount of all such Loans will not at any time exceed the Available Amount. Subject to the terms and conditions of this Agreement, the Borrowers may borrow, repay and<br>re-borrow Loans.
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2.1.2	Advances under the Credit Facility are to be used by the Borrowers for their general corporate purposes,<br>provided that in no event will the Credit Facility be used to finance a Hostile Acquisition without the consent of the Lender.
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2.2	Loans and Borrowings
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Each Borrowing under the Credit Facility will be comprised of U.S. Base Rate Borrowings or SOFR Borrowings in Dollars, or Canadian Prime Borrowings or CORRA Borrowings in Canadian Dollars, as any Borrower may request in accordance herewith. Each Borrowing will be in an aggregate amount that is an integral multiple of $10,000 and not less than $100,000 for each Borrowing.

2.3	Requests for Borrowings
2.3.1	To request a Borrowing under the Credit Facility, any Borrower shall notify the Lender of such request by<br>written Borrowing Request substantially in the form of Exhibit A not later than 11:00 a.m. (Toronto time) four (4) Business Days before the date of the proposed Borrowing or such shorter period as the Lender may agree to. Each Borrowing Request<br>shall be irrevocable. The Lender is entitled to rely upon and act upon any Borrowing Request given or purportedly given by any Borrower, and each Borrower hereby waives the right to dispute the authenticity and validity of any such transaction once<br>the Lender has advanced funds, based on such Borrowing Request. Each Borrowing Request shall specify the following information:
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(a)	the aggregate amount of the requested Borrowing;
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(b)	the date of such Borrowing, which shall be a Business Day;
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(c)	whether such Borrowing is to be a U.S. Base Rate Borrowing, a SOFR Borrowing, a Canadian Prime Borrowing or a<br>CORRA Borrowing;
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(d)	in the case of a CORRA Borrowing or SOFR Borrowing, the initial Interest Period to be applicable to such<br>Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and
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(e)	the location and number of the applicable Borrower’s account to which funds are to be disbursed.<br>
2.3.2	Each CORRA Borrowing and SOFR Borrowing under the Credit Facility initially shall have the Interest Period<br>specified in the applicable Borrowing Request. Thereafter, a Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and elect a new Interest Period therefor. A Borrower may elect different options with respect<br>to different portions of the affected Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. To make an election pursuant to this Section 2.3.2, a Borrower shall notify the Lender of such election by<br>delivering a Borrowing Request required under Section 2.3.1 as if such Borrower were requesting a Borrowing to be made on the effective date of such election. Each such Borrowing Request shall be irrevocable. In addition to the information<br>specified in Section 2.3.1, each Borrowing Request delivered pursuant to this Section 2.3.2 shall specify the Loan to which such request applies and, if different options are elected with respect to different portions thereof, the portions<br>thereof to be allocated to each resulting Borrowing. If no election is made pursuant to this Section 2.3.2 at the end of an Interest Period applicable to any CORRA Loan or SOFR Loan, the applicable Borrower shall be deemed to have elected an<br>Interest Period of one month for such CORRA Loan or SOFR Loan for the immediately following Interest Period. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Lender so notifies the<br>Borrowers, then so long as an Event of Default is continuing (a) no outstanding Loan may be converted to or continued as a CORRA Borrowing or SOFR Borrowing and (b) unless repaid, each CORRA Loan and SOFR Loan shall be converted to a<br>Canadian Prime Borrowing or U.S. Base Rate Borrowing, respectively, at the end of the then-current Interest Period applicable thereto.
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2.3.3	Each CORRA Borrowing and SOFR Borrowing will be subject to Sections 2.10, 2.12 and 2.13.
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2.4	Interest
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2.4.1	The Loans under the Credit Facility comprising each U.S. Base Rate Borrowing and Canadian Prime Borrowing shall<br>bear interest (computed on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the U.S. Base Rate and Canadian Prime Rate, respectively, plus the Applicable Margin from<br>time to time in effect.
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2.4.2	The Loans under the Credit Facility comprising each CORRA Borrowing shall bear interest (computed on the basis<br>of the actual number of days in the relevant Interest Period over a year of 365 days) at Adjusted Term CORRA or Adjusted Daily Compounded CORRA, as applicable, for the Interest Periods in effect for such CORRA Loans plus the Applicable Margin.<br>
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2.4.3	The Loans under the Credit Facility comprising each SOFR Borrowing shall bear interest (computed on the basis<br>of the actual number of days in the relevant Interest Period over a year of 360 days) at Adjusted Term SOFR for the Interest Periods in effect for such SOFR Loans plus the Applicable Margin from time to time in effect.
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2.4.4	It is understood and agreed that if at any time after the date hereof the Lender’s cost of borrowing is<br>increased, the Lender will be entitled, after consultation with the Borrowers, to increase the Applicable Margin that is applicable to all or any Types of Loans or Borrowings to reflect the Lender’s increased cost of making such Loans or<br>Borrowings available to the Borrowers.
2.4.5	The applicable U.S. Base Rate, Canadian Prime Rate, Adjusted Term SOFR, Adjusted Term CORRA and Adjusted Daily<br>Compounded CORRA shall be determined by the Lender, and such determination shall, absent manifest error, constitute prima facie evidence thereof.
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2.4.6	Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date and upon termination of<br>the Credit Facility, and in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment together with all applicable breakage costs.<br>
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2.4.7	All interest hereunder shall be payable for the actual number of days elapsed (including the first day but<br>excluding the last day). Any Loan that is repaid on the same day on which it is made shall bear interest for one day.
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2.4.8	For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any<br>fee to be paid hereunder or in connection herewith is to be calculated on the basis of any period of time that is less than a calendar year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used<br>multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360, 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The<br>principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.
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2.4.9	If any provision of this Agreement would oblige any Borrower to make any payment of interest or other amount<br>payable to the Lender in an amount or calculated at a rate which would be prohibited by Law or would result in a receipt by the Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code<br>(Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a<br>receipt by the Lender of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:
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(a)	first, by reducing the amount or rate of interest required to be paid to the Lender under this<br>Section 2.4; and
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(b)	thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lender<br>which would constitute interest for purposes of Section 347 of the Criminal Code (Canada).
2.4.10	Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, the Loans will bear<br>interest to the extent permitted by Applicable Law, after as well as before judgment, at a rate per annum equal to 2.0% plus the rate otherwise applicable to such Loans. All other amounts owing under this Agreement will bear interest at an interest<br>rate equal to the one month Adjusted Term SOFR plus 4.0% per annum.
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2.5	Evidence of Debt
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2.5.1	The Lender shall maintain accounts in which it shall record (a) the amount of each Loan made hereunder and<br>the relevant Interest Periods applicable thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to the Lender hereunder, and (c) the amount of any sum received by the Lender<br>hereunder.
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2.5.2	The entries made in the accounts maintained pursuant to Section 2.5.1 shall be prima facie evidence<br>(absent manifest error) of the existence and amounts of the obligations recorded therein; provided that the failure of the Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay<br>the Loans and all other amounts payable in connection therewith, including interest and fees, in accordance with the terms of this Agreement.
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2.6	Automatic Renewal, Termination and Reduction of Credit Facility
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2.6.1	On December 31 of each year, the Maturity Date shall be automatically extended for a period of one<br>(1) year unless the Lender provides the Borrowers with written notice ten (10) Business Days’ prior to the relevant extension date of its intention not to further extend the Maturity Date.
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2.6.2	Upon the occurrence of a Change in Control, the Lender shall have the right to terminate its commitment with<br>respect to the Credit Facility upon giving the Borrowers 90 days’ prior written notice. If the Lender so terminates the Credit Facility, the Borrowers must repay all amounts outstanding under the Credit Facility (including all interest and fees<br>payable hereunder) on the termination date that is so elected by the Lender.
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2.6.3	Unless previously terminated, the Credit Facility will terminate on the Maturity Date and each Borrower hereby<br>unconditionally jointly and severally promises to pay to the Lender the then unpaid principal amount of each Loan on the Maturity Date (or such earlier date that the Loans have been accelerated pursuant to the last paragraph of Section 7.1)<br>together with all interest accrued thereon and other amounts outstanding under this Agreement.
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2.7	Mandatory Repayments of Excess Drawn Amounts
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If at any time the Lender determines that the Dollar Amount outstanding under the Credit Facility exceeds the Available Amount, then upon written notice from the Lender to such effect, the Borrowers will, within 24 hours, make a prepayment of the Credit Facility in an amount equal to such excess.

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2.8	Voluntary Prepayments and Cancellation

The Borrowers may, from time to time at their option, prepay any Loan without premium or penalty or permanently reduce the Available Credit of the Credit Facility, provided that:

(a)	any prepayment or reduction is in a minimum amount of $100,000;
(b)	the Borrowers pay concurrently with any such prepayment all interest accrued on the amount prepaid together<br>with breakage costs, if any, incurred by the Lender as a result of any such prepayment and that are payable pursuant to Section 2.9;
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(c)	the Lender receives written notice of such prepayment, at least three Business Days prior to the date of such<br>prepayment and specifying the amount and date of such prepayment. Any such notice shall be irrevocable and the Borrowers shall be bound to prepay in accordance with such notice; and
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(d)	in the event that the notice provided to the Lender in accordance with (c) above, indicates that the<br>prepaid amount is to permanently prepay the Credit Facility pursuant to this Section 2.8, then the amount prepaid may not be re-borrowed thereunder (otherwise, the Borrowers will retain the right to re-borrow amounts prepaid in accordance with the terms and conditions of this Agreement).
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2.9	Breakage Costs
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If (a) any Borrower fails to borrow or continue any CORRA Loan or SOFR Loan on the date specified in any Borrowing Request delivered pursuant hereto, or (b) any CORRA Loan or SOFR Loan is paid for any reason on any day other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default or voluntary or mandatory prepayment), then the Borrowers will compensate the Lender for all loss, costs and expenses attributable to such event (including all loss, costs and expenses that the Lender incurs under its own credit facilities), as determined by the Lender. A certificate of the Lender setting forth any amount or amounts that the Lender is entitled to receive pursuant to this Section 2.9 will be delivered to the Borrowers and will, absent manifest error, constitute prima facie evidence thereof. The Borrowers will pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

2.10	Alternate Rate of Interest

Subject to Section 2.11 and Section 2.12, if prior to the commencement of any Interest Period for a CORRA Borrowing or SOFR Borrowing, as applicable:

(a)	the Lender determines that adequate and reasonable means do not exist for ascertaining Term CORRA, Daily<br>Compounded CORRA or Term SOFR, as applicable, for such Interest Period; or

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(b)	the Lender determines that Term CORRA, Daily Compounded CORRA or Term SOFR for such Interest Period will not<br>adequately and fairly reflect the cost to the Lender of making or maintaining CORRA Loans or SOFR Loans, as applicable, included in such Borrowing for such Interest Period;

then the Lender shall give notice thereof to the Borrowers as promptly as practicable thereafter and, until the Lender notifies the Borrowers that the circumstances giving rise to such notice no longer exist, (i) any Borrowing Request that requests the continuation of any Borrowing as an affected CORRA Borrowing or SOFR Borrowing (as applicable) shall be deemed to request conversion to a Canadian Prime Borrowing or U.S. Base Rate Borrowing (as applicable), and (ii) any Borrowing Request that requests an affected CORRA Borrowing or SOFR Borrowing (as applicable) shall be made as a Canadian Prime Borrowing or U.S. Base Rate Borrowing (as applicable).

2.11	Benchmark Replacement
2.11.1	Benchmark Replacement Setting. Notwithstanding anything to the contrary herein or in any other Financing<br>Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the<br>definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Financing Document in respect of such Benchmark setting and<br>subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Financing Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of<br>the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Financing Document in respect of any Benchmark setting at or<br>after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Borrowers without any amendment to, or further action or consent of any other party to, this Agreement or any<br>other Financing Document so long as the Lender has not received, by such time, written notice of objection to such Benchmark Replacement from any Borrower. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a<br>quarterly basis.
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2.11.2	Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark<br>Replacement, the Lender will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Financing Document, any amendments implementing such Benchmark<br>Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Financing Document.
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2.11.3	Notices; Standards for Decisions and Determinations. The Lender will promptly notify the Borrowers of<br>(i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Lender<br>will notify the Borrowers of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.11.4 and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be<br>made by the Lender pursuant to this Section 2.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any<br>decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party hereto, except, in each case, as expressly<br>required pursuant to this Section 2.11.
2.11.4	Unavailability of Benchmark. Notwithstanding anything to the contrary herein or in any other Financing<br>Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not<br>displayed on a screen or other information service that publishes such rate from time to time as selected by the Lender in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public<br>statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Lender may modify the definition of “Interest Period” (or any similar or analogous definition) for any<br>Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently<br>displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark<br>Replacement), then the Lender may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
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2.11.5	Conversions or Continuations to Base Rate Loans. Upon the Borrowers’ receipt of notice of the<br>commencement of a Benchmark Unavailability Period, the Borrowers may revoke any pending request for a SOFR Borrowing, or conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and,<br>failing that, the Borrowers will be deemed to have converted any such request for a SOFR Borrowing or a conversion to or continuation of a SOFR Borrowing into a request for a Borrowing of or conversion to a U.S. Base Rate Loan. During a Benchmark<br>Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of U.S. Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in<br>any determination of U.S. Base Rate.
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2.12	Canadian Benchmark Replacement
2.12.1	Replacing Future Canadian Benchmarks. Notwithstanding anything to the contrary herein or in any other<br>Financing Document, if a Canadian Benchmark Transition Event and its related Canadian Benchmark Replacement Date have occurred prior any setting of the then-current Canadian Benchmark, then (i) if a Canadian Benchmark Replacement is determined<br>in accordance with clause (a) of the definition of “Canadian Benchmark Replacement” for such Canadian Benchmark Replacement Date, such Canadian Benchmark Replacement will replace such Canadian Benchmark for all purposes hereunder and<br>under any Financing Document in respect of such Canadian Benchmark setting and subsequent Canadian Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Financing Document and<br>(y) if a Canadian Benchmark Replacement is determined in accordance with clause (b) of the definition of “Canadian Benchmark Replacement” for such Canadian Benchmark Replacement Date, such Canadian Benchmark Replacement will<br>replace such Canadian Benchmark for all purposes hereunder and under any Financing Document in respect of any Canadian Benchmark setting at or after 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date notice of such Canadian<br>Benchmark Replacement is provided to the Borrowers without any amendment to, or further action or consent of any other party to, this Agreement or any other Financing Document. If the Canadian Benchmark Replacement is Daily Compounded CORRA, all<br>interest payments will be payable on the last day of each Interest Period.
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2.12.2	Canadian Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption<br>or implementation of a Canadian Benchmark Replacement, the Lender will have the right to make Canadian Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Financing<br>Document, any amendments implementing such Canadian Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.
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2.12.3	Notices; Standards for Decisions and Determinations. The Lender will promptly notify the Borrowers of<br>(a) the implementation of any Canadian Benchmark Replacement and (b) the effectiveness of any Canadian Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Canadian Benchmark<br>Replacement. The Lender will notify the Borrowers of (i) the removal or reinstatement of any tenor of a Canadian Benchmark pursuant to Section 2.12.4 and (y) the commencement of any Canadian Benchmark Unavailability Period. Any<br>determination, decision or election that may be made by the Lender pursuant to this Section 2.12 including any determination with respect to a tenor, rate or adjustment or of the occurrence or<br>non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in the<br>Lender’s sole discretion and without consent from any other party to this Agreement or any other Financing Document, except, in each case, as expressly required pursuant to this Section 2.12.
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2.12.4	Unavailability of Tenor of Canadian Benchmark. Notwithstanding anything to the contrary herein or in any<br>other Financing Document, at any time (including in connection with the implementation of a Canadian Benchmark Replacement), (a) if the then-current Canadian Benchmark is a term rate (including the Term CORRA Reference Rate) and either (i) any<br>tenor for such Canadian Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Lender in its reasonable discretion or (ii) the regulatory supervisor for the<br>administrator of such Canadian Benchmark has provided a public statement or publication of information announcing that any tenor for such Canadian Benchmark is not or will not be representative, then the Lender may modify the definition of<br>“Interest Period” (or any similar or analogous definition) for any Canadian Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (b) if a tenor<br>that was removed pursuant to clause (a) above either (i) is subsequently displayed on a screen or information service for a Canadian Benchmark (including a Canadian Benchmark Replacement) or (ii) is not, or is no longer, subject to an<br>announcement that it is not or will not be representative for a Canadian Benchmark (including a Canadian Benchmark Replacement), then the Lender may modify the definition of “Interest Period” (or any similar or analogous definition) for<br>all Canadian Benchmark settings at or after such time to reinstate such previously removed tenor.
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2.12.5	Canadian Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement<br>of a Canadian Benchmark Unavailability Period, any Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Loans, which are of the Type that have a rate of interest determined by reference to the then-current<br>Canadian Benchmark, to be made, converted or continued during any Canadian Benchmark Unavailability Period and, failing that, any Borrower will be deemed to have converted any such request into a request for Loans of or conversion to, (i) for a<br>Canadian Benchmark Unavailability Period in respect of the Term CORRA Reference Rate, Daily Compounded CORRA Loans, and (ii) for a Canadian Benchmark Unavailability Period in respect of a Canadian Benchmark other than the Term CORRA Reference<br>Rate, Canadian Prime Loans.
2.13	Increased Costs; Illegality
---	---
2.13.1	If any Change in Law shall:
---	---
(a)	impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance<br>charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lenders; or
---	---
(b)	impose on the Lender or any of its lenders any other condition affecting any cost or charge directly or<br>indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any change to, any Tax or other charge with respect to its or their CORRA Loans or SOFR Loans or participation<br>therein, or its obligation to make CORRA Loans or SOFR Loans);
---	---

and the result of any of the foregoing shall be to increase the cost to the Lender of making, continuing, converting to or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by the Lender hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered.

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2.13.2	If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of<br>reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the<br>Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered.
2.13.3	A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender as specified<br>in Sections 2.13.1 or 2.13.2 shall be delivered to the Borrowers, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, absent<br>manifest error, be prima facie evidence of the amount of such compensation. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof.
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2.13.4	Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.13 shall not<br>constitute a waiver of the Lender’s right to demand such compensation.
---	---
2.13.5	In the event that the Lender shall have determined (which determination shall be reasonably exercised and<br>shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any<br>Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.13.5, the<br>Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or<br>if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affected.
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2.14	Payments Generally
---	---

The Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest or fees, amounts payable under any of Sections 2.9 or 2.13 or otherwise) prior to 12:00 p.m., Toronto time, on the date when due, in immediately available funds, without set-off or counterclaim except for any deductions or withholdings for any present or future Taxes or similar charges that a Borrower is required to make pursuant to Applicable Law. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. The Borrowers shall make payments to the Lender in accordance with instructions provided by the Lender to the Borrowers.

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2.15	Addition of Borrowers

Any Borrower may elect from time to time to designate another Subsidiary or a subsidiary of Brookfield Renewable Partners L.P. as a Borrower hereunder subject to delivering to the Lender a signed accession agreement in the form required by the Lender and from and after the date of such designation, such Person shall for all purposes be a “Borrower” hereunder.

2.16	Withholding Tax
2.16.1	Any and all payments required to be made by or on behalf of the Borrowers under this Agreement will be made<br>free and clear of, and without deduction or withholding for, or on account of, any present or future Taxes or similar charges (collectively, the “Withholdings”) unless such Withholdings are required to be made under Applicable Law.<br>If a Borrower is so required to deduct or withhold any Withholdings from any amount payable to the Lender:
---	---
(a)	The applicable Borrower will remit the Withholdings to the appropriate taxation authority following its<br>deduction or withholding prior to the date on which penalties attach thereto.
---	---
(b)	Within 30 days after such Withholdings have been remitted, the applicable Borrower will deliver to the Lender<br>evidence satisfactory to the Lender, acting reasonably, that the taxes or charges in respect of which such deduction or withholding was made have been remitted to the appropriate taxation authority.
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2.16.2	If a payment made to the Lender under this Agreement by any Borrower would be subject to U.S. federal<br>withholding tax imposed by FATCA if the Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the IRC, as applicable), the Lender shall deliver to such<br>Borrower at the time or times prescribed by law and at such time or times reasonably requested by such Borrower such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) and such additional<br>documentation reasonably requested by such Borrower as may be necessary for it to comply with its obligations under FATCA and to determine that the Lender has complied with the Lender’s obligations under FATCA or to determine the amount to<br>deduct and withhold from such payment. Solely for purposes of this 2.16.2, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
---	---
2.16.3	The Borrowers will pay any and all present or future stamp or documentary taxes or any other taxes or arising<br>from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement to the relevant Governmental Authority in accordance with Applicable Law.
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ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Each Borrower represents and warrants to the Lender that:

3.1	Organization; Powers

It is organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority and holds all requisite licences, permits, approvals and qualifications necessary to carry on its business as presently conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except to the extent that the failure to be so qualified would not have a Material Adverse Effect.

3.2	Authorization; Enforceability

This Agreement is within its corporate or partnership power and has been authorized by all necessary corporate and other action. This Agreement has been executed and delivered by it and constitute legal, valid and binding obligations of it, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganisation, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

3.3	Governmental Approvals; No Conflicts

This Agreement, except for matters that, individually or in the aggregate would not result in a Material Adverse Effect, (a) does not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, (b) does not violate any Applicable Law or its constating or organizational documents or any order of any Governmental Authority, (c) does not violate in any material way or result in a default under any indenture, agreement or other instrument binding upon it or any of its assets, or give rise to a right thereunder to require any payment to be made by it, and (d) does not result in the creation or imposition of any lien on any of its assets.

3.4	Financial Information
3.4.1	All financial statements delivered to the Lender pursuant to this Agreement in respect of a Borrower present<br>fairly, in all material respects, the financial position and results of operations and cash flows of such Borrower as of such dates and for such periods of such financial statements, in accordance with GAAP.
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3.4.2	All written information (including that disclosed in all financial statements) pertaining to the Borrowers that<br>has been made available to the Lender by any Borrower or any authorized representative of any Borrower, taken as a whole, was, when furnished, complete and correct in all material respects and did not, when furnished, contain any untrue statement of<br>a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made.
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3.5	Litigation

There are no actions, suits or proceedings pending or, to any Borrower’s actual knowledge, threatened against or affecting any Borrower, any of the Subsidiaries or any of their assets that would, if determined adversely, affect the legality or enforceability of this Agreement or have a Material Adverse Effect.

3.6	Compliance with Laws and Agreements

Except for any matters that, individually or in the aggregate, would not result in a Material Adverse Effect, the Borrowers and the Subsidiaries are in compliance with all Laws applicable to them or their property (including all labour laws) and all indentures, agreements and other instruments binding upon them or their property (including all labour contracts). Except for any matters that, individually or in the aggregate, would not result in a Material Adverse Effect, the Borrowers and the Subsidiaries have not violated or failed to obtain any Authorization necessary to the ownership of their property or assets or the conduct of their businesses.

3.7	Taxes

The Borrowers and the Subsidiaries have timely filed or caused to be filed all Tax returns and reports required to have been filed and have paid or caused to be paid all Taxes required to have been paid (including all instalments with respect to the current period) and have made adequate provision for Taxes for the current period, except Taxes which individually or in the aggregate would not have a Material Adverse Effect.

3.8	Pension Plans

All material obligations of the Borrowers and the Subsidiaries (including fiduciary, funding, investment and administration obligations) required to be performed in connection with their pension and benefit plans and the funding agreements therefor have been performed on a timely basis and there are no unfunded or undisclosed liabilities thereunder, except to the extent that the same individually or in aggregate would not result in a Material Adverse Effect.

3.9	No Order or Judgments

There are no orders, judgments, award or decrees outstanding against any Borrower or any Subsidiary, or affecting their assets, that would have a Material Adverse Effect.

3.10	Insurance

Except for any matters which would individually or in aggregate not have a Material Adverse Effect, all policies of fire, liability, workers’ compensation, casualty, flood, business interruption, third party liability, and other forms of insurance owned or held by the Borrowers and the Subsidiaries provide insurance coverage in at least such amounts and against at least such risks (but including in any event public liability) in each case as are usually insured against in the same general area by companies engaged in the same or a similar business for the assets and operations of the Borrowers and the Subsidiaries (as applicable).

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3.11	Solvency

No Borrower is an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) or the United States Bankruptcy Code.

3.12	Environmental Matters

Neither the property of the Borrowers and the Subsidiaries, nor the operations conducted thereon violate any applicable order of any Governmental Authority made pursuant to Environmental Laws, where such violation would result in remedial obligations having a Material Adverse Effect.

3.13	Money Laundering Laws

The operations of the Borrowers are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transactions Reporting Act of 1970, as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the other applicable money laundering Laws to which they are subject, including the rules and regulations thereunder (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body involving any of them with respect to the Money Laundering Laws is pending, except as disclosed in writing to the Lender or as would not have a Material Adverse Effect.

3.14	Office of Foreign Assets Control

None of the Borrowers and none of their respective directors, officers, Subsidiaries, or, to their knowledge, employees is (a) a person included in the Specially Designated Nationals and Blocked Persons Lists (the “OFAC Lists”), as published from time to time by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or (b) currently subject to any U.S. economic sanctions administered by OFAC.

3.15	Survival of Representations and Warranties

The representations and warranties set out in this Article 3 and in any certificate, notice, delivered pursuant to this Agreement will survive the execution and delivery of this Agreement notwithstanding any investigation or examination that may be made by the Lender.

3.16	Deemed Repetition

The representations and warranties of the Borrowers contained in this Article 3 will be deemed to be repeated on the date of the delivery of each Borrowing Request and each rollover of a Borrowing as if made on each such date, unless such representations and warranties expressly refer to a different date.

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ARTICLE 4

CONDITIONS PRECEDENT TO LOANS

4.1	Conditions Precedent to Loans

The obligation of the Lender to make a Loan on the occasion of any Borrowing (including on the occasion of the initial Borrowings hereunder), is subject to the satisfaction of the following conditions: it being understood that the conditions are included for the exclusive benefit of the Lender and may be waived in writing in whole or in part by the Lender at any time:

(a)	the representations and warranties of the Borrowers set forth in this Agreement shall be true and correct on<br>and as of the date of each such Borrowing, as if made on such date unless such representations and warranties expressly refer to a different date;
(b)	at the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall have<br>occurred and be continuing; and
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(c)	to the extent required under Section 2.3, the Lender shall have received a Borrowing Request in the manner<br>and within the time period required by Section 2.3.
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ARTICLE 5

AFFIRMATIVE COVENANTS

Until the expiry or termination of the Credit Facility and the payment in full of all Obligations owing hereunder, the Borrowers covenant and agree with the Lender that:

5.1	Financial Statements and Other Information

The Borrowers will furnish or cause to be furnished to the Lender:

5.1.1	at the request of the Lender, the most recently prepared unaudited financial statements of any Borrower;<br>
5.1.2	forthwith after a Responsible Officer of a Borrower learns of the existence of a Default or Event of Default,<br>the certificate of such Borrower, signed by a Responsible Officer, specifying the event which constitutes a Default or Event of Default and the steps being taken to cure such Default or Event of Default;
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5.1.3	forthwith after a Responsible Officer of a Borrower learns that any representation or warranty is inaccurate in<br>any material respect when made or deemed to have been made, notice thereof;
---	---
5.1.4	forthwith upon receipt thereof, notice to the Lender of any action, suit or proceeding affecting any Borrower<br>or any Subsidiary that would, if determined adversely, have a Material Adverse Effect and will, from time to time, furnish the Lender with such information reasonably required by the Lender with respect to the status of any such action, suit or<br>proceeding; and
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5.1.5	such other information as the Lender may from time to time reasonably request.
5.2	Existence; Conduct of Business
---	---

Each Borrower will maintain its existence in good standing and conduct its businesses in a prudent manner.

5.3	Timely Payment

The Borrowers will make due and timely payment, as provided for herein, of the principal of all Loans, all interest thereon and all fees and other amounts required to be paid hereunder.

5.4	Books and Records

The Borrowers will at all times keep true and complete financial books and records and accounts in accordance with, to the extent applicable, GAAP.

5.5	Compliance with Laws

The Borrowers will, and will cause the Subsidiaries to, comply with all Laws applicable to them or their property, except where the occurrence of such non-compliance, individually or in the aggregate, would not result in a Material Adverse Effect. The Borrowers will not directly or indirectly (a) lend or contribute by way of equity the proceeds of the Loans to any Person on the OFAC Lists at the time of such loan or contribution or any Person that is known to the Borrowers as being owned or controlled by a Person on the OFAC Lists at such time, or (b) knowingly use or otherwise knowingly make available the proceeds of the Loans to any subsidiary, joint venture partner or other Person in violation of any of the U.S. economic sanctions administered by OFAC.

5.6	Insurance

The Borrowers will, and will cause the Subsidiaries to, maintain or cause to be maintained, with financially sound and reputable insurers, insurance with respect to their respective properties and business against such liabilities, casualties, risks and contingencies and in such types (including business interruption insurance and, to the extent available at commercially reasonable rates, flood insurance) and amounts as is customary in the case of Persons engaged in the same or similar businesses, except where the occurrence of such non-compliance, individually or in the aggregate, would not result in a Material Adverse Effect.

5.7	Operation of Business

The Borrowers will, and will cause the Subsidiaries to, maintain all necessary licences, approvals and permits and manage and operate their businesses in compliance in all material respects with all Applicable Laws, except where a failure to so maintain, manage and operate would not result in a Material Adverse Effect.

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5.8	Maintenance of Assets

The Borrowers will cause their properties and the properties of the Subsidiaries, to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their judgment may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing will prevent or restrict the sale, abandonment or other disposition of any of such properties or any failure to take any of the foregoing actions where such action or failure would not result in a Material Adverse Effect.

5.9	Payment of Taxes

The Borrowers will, and will cause the Subsidiaries to, on or before the date for payment thereof, pay all Taxes imposed upon them or upon their assets, the non-payment of which would result in a Material Adverse Effect, except any such Tax that is being contested in good faith and by proper proceedings and as to which appropriate reserves are maintained in accordance with generally accepted accounting principles.

5.10	Use of Proceeds

The Borrowers will use the proceeds of all Borrowings obtained under the Credit Facility only for the purposes set out in Section 2.1.2 of this Agreement.

ARTICLE 6

NEGATIVECOVENANTS

Until the termination or expiry of the Credit Facility and the payment in full of all Obligations owing hereunder, the Borrowers covenant and agree with the Lender that:

6.1	Fundamental Changes

None of the Borrowers (in each case, a “Predecessor”) will enter into any transaction whereby all or substantially all of its assets would become the property of any other Person (a “Successor”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale or otherwise, unless:

(a)	no Default or Event of Default will have occurred and remain outstanding and such transaction will not result<br>in the occurrence of any Default or Event of Default; and
(b)	prior to or contemporaneously with the consummation of such transaction the Predecessor and/or the Successor<br>have executed such instruments and delivered such legal opinions as the Lender reasonably requests in forms acceptable to the Lender acting reasonably, and done such things as are necessary or advisable to establish that upon the consummation of<br>such transaction;
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(i)	the Successor will have assumed all the covenants and obligations of the Predecessor under this Agreement; and<br>
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(ii)	this Agreement will be a valid and binding obligation of the Successor entitling the Lender, as against the<br>Successor, to exercise all its rights under its Agreement;

(whereupon such Successor will become a Borrower hereunder, entitled to exercise every right and power of the Predecessor hereunder with the same effect as if such Successor had been named as a Borrower hereunder, whereupon the Predecessor will be released from all of its covenants and the Obligations).

The foregoing will not apply to any transfer of any assets by any Borrower to any other Borrower or any Subsidiary.

ARTICLE 7

EVENTS OFDEFAULT

7.1 Events of Default

If any of the following events (“Events of Default”) occurs:

(a)	the Borrowers fail to pay the Obligations (or any part thereof) on the Maturity Date;
(b)	the Borrowers fail to pay other amount owing hereunder when due and such failure continues unremedied for a<br>period of five Business Days after written notice thereof from the Lender;
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(c)	any representation or warranty made or deemed made by or on behalf of any Borrower hereunder will prove to have<br>been incorrect in any material respect when made or deemed to be made and if such incorrect representation or warranty is not remedied within 15 Business Days after notice thereof from the Lender to the Borrowers;
---	---
(d)	any Borrower fails to observe or perform any other covenant, condition or agreement contained in this Agreement<br>and such failure continues unremedied for a period of 20 Business Days after written notice thereof from the Lender;
---	---
(e)	any Borrower:
---	---
(i)	becomes insolvent, or generally does not or becomes unable to pay its debts or meet its liabilities as the same<br>become due, or admits in writing its inability to pay its debts generally, or declares any general moratorium on its indebtedness, or proposes a compromise or arrangement between it and any class of its creditors;
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(ii)	commits an act of bankruptcy under the Bankruptcy and Insolvency Act (Canada), the United States<br>Bankruptcy Code or under analogous foreign law, or makes an assignment of its property for the general benefit of its creditors under such Act or under analogous foreign law, or makes a proposal (or files a notice of its intention to do so) under<br>such Act or under analogous foreign law;
---	---

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(iii)	institutes any proceeding seeking to adjudicate it an insolvent, or seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any other<br>relief, under any federal, provincial or foreign Law in effect on the Effective Date or thereafter arising relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or<br>relief or protection of debtors (including the Bankruptcy and Insolvency Act (Canada), the Companies ’ Creditors Arrangement Act (Canada), the United States Bankruptcy Code and any applicable corporations legislation)<br>or at common law or in equity, or files an answer admitting the material allegations of a petition filed against it in any such proceeding;
(iv)	applies for the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager,<br>sequestrator, conservator, custodian, administrator, trustee, liquidator or other similar official for it or any substantial part of its property; or
---	---
(v)	threatens to do any of the foregoing, or takes any action, corporate or otherwise, to approve, effect, consent<br>to or authorize any of the actions described in this Section 7.1(e) or in Section 7.1(f), or otherwise acts in furtherance thereof or fails to act in a timely and appropriate manner in defence thereof;
---	---
(f)	any petition, proposal or notice of intention to file a proposal is filed, application made or other proceeding<br>instituted against or in respect of any Borrower:
---	---
(i)	seeking to adjudicate it an insolvent;
---	---
(ii)	seeking a receiving order against it under the Bankruptcy and Insolvency Act (Canada), the United States<br>Bankruptcy Code or under analogous foreign law;
---	---
(iii)	seeking liquidation, dissolution, winding-up, reorganization,<br>compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any other relief under any federal, provincial or foreign Law in effect<br>on the Effective Date or thereafter arising relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors (including the Bankruptcyand Insolvency Act (Canada), the Companies ’ Creditors Arrangement Act (Canada), the United States Bankruptcy Code and any applicable corporations legislation) or at common law or in equity; or
---	---

38 -

(iv)	seeking the entry of an order for relief or the appointment of, or the taking of possession by, a receiver,<br>interim receiver, receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator or other similar official for it or any substantial part of its property;

and such petition, application or proceeding continues undismissed, or unstayed and in effect, for a period of 60 days after the institution thereof; provided that if an order, decree or judgment is granted or entered (whether or not entered or subject to appeal) against the applicable Borrower thereunder in the interim, such grace period will cease to apply, and provided further that if such Borrower files an answer admitting the material allegations of a petition filed against it in any such proceeding, such grace period will cease to apply;

(g)	any other event occurs which, under the Laws of any applicable jurisdiction, has an effect equivalent to any of<br>the events referred to in either of Sections 7.1(e) or (f) and, if the event is equivalent to the event referred to in (f) (subject to the same provisos), the 60 day grace period will apply as set out in (f);
(h)	any one or more judgments for the payment of borrowed money in an aggregate amount in excess of the Specified<br>Threshold Amount is rendered against any Borrower and such Borrower has not (i) provided for the discharge of such judgment in accordance with its terms within 30 days from the date of entry thereof, or (ii) procured a stay of execution<br>thereof within 30 days from the date of entry thereof and within such period, or such longer period during which execution of such judgment continues to be stayed, appealed such judgment and caused the execution thereof to be stayed during such<br>appeal; provided that if enforcement and/or realization proceedings or similar process are lawfully commenced in respect thereof in the interim, such grace period will cease to apply;
---	---
(i)	any property of any Borrower having a fair market value in excess of the Specified Threshold Amount is seized<br>(including by way of execution, attachment, garnishment, levy or distraint) or any lien thereon securing indebtedness is enforced against such property, or such property has become subject to any charging order or equitable execution of a<br>Governmental Authority, or any writ of execution or distress warrant exists in respect of such property, or any sheriff or other Person becomes lawfully entitled by operation of law or otherwise to seize or distrain upon such property, and in any<br>case such seizure, enforcement, execution, attachment, garnishment, distraint, charging order or equitable execution or other seizure or right, continues in effect and is not released or discharged for more than 30 days or such longer period during<br>which entitlement to the use of such property continues with the affected Borrower and the affected Borrower is contesting the same in good faith and by appropriate proceedings, provided that if the property is removed form the use of the affected<br>Borrower or is sold in the interim, such grace period shall cease to apply;
---	---

39 -

(j)

any Borrower shall fail to pay any principal or premium or interest in respect of any indebtedness for borrowed money in an aggregate amount exceeding the Specified Threshold Amount when the same becomes due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness for borrowed money; or

(k)

this Agreement, at any time for any reason, terminates or ceases to be in full force and effect and a legally valid, binding and enforceable obligation of the Borrowers is declared to be void or voidable or is repudiated, or the validity, binding effect, legality or enforceability hereof or thereof is at any time contested by any Borrower, or any Borrower denies that it has any or any further liability or obligation hereunder or thereunder, or any action or proceeding is commenced to enjoin or restrain the performance or observance by the Borrowers of any material terms hereof or thereof or to question the validity or enforceability hereof or thereof,

---

then, and in every such event, and at any time thereafter during the continuance of such event or any other such event, the Lender may, by notice to the Borrowers, take either or both of the following actions, at the same or different times: (i) terminate the availability of the Credit Facility, and thereupon the Credit Facility will terminate immediately, and (ii) declare all Loans and Obligations then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of all Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Borrowers accrued hereunder, will become due and payable immediately, without presentment, demand, protest or other notice of any kind except as set forth earlier in this paragraph, all of which are hereby waived by the Borrowers.

7.2	Legal Proceedings

If any Event of Default occurs, the Lender may, in its discretion, exercise any right or recourse and/or proceed by any action, suit, remedy or proceeding against the Borrowers authorized or permitted by law for the recovery of all the indebtedness and liabilities of the Borrowers to the Lender and proceed to exercise any and all rights and remedies hereunder, and no such remedy for the enforcement of the rights of the Lender will be exclusive of or dependent on any other remedy but any one or more of such remedies may from time to time be exercised independently or in combination.

7.3	Non-Merger

The taking of a judgment or judgments or any other action or dealing whatsoever by the Lender in respect of this Agreement will not operate as a merger of any indebtedness of any Borrower to the Lender or in any way suspend payment or affect or prejudice the rights, remedies and powers, legal or equitable, which the Lender may have in connection with such liabilities and the surrender, cancellation or any other dealings with any security for such liabilities will not release or affect the liability of any Borrower hereunder.

40 -

ARTICLE 8

SUBORDINATION AND DEPOSITS

8.1	Subordination

The Lender hereby agrees as follows:

(a)	the payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the<br>manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of<br>any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise, except for (i) all liabilities and<br>obligations of any Borrower in respect of any equity (including any preferred equity) that has been issued by any Borrower or any other Person and guaranteed by such Borrower, and (ii) all indebtedness, liabilities and obligations of any<br>Borrower that, pursuant to the terms of the instrument creating or evidencing such indebtedness, liabilities or obligations, are stated to be subordinated indebtedness, liabilities or obligations of such Borrower or to rank pari passu with or<br>subordinate in right of payment to the Obligations, (collectively, the “Senior Debt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest,<br>fees, expenses and other amounts owing from time to time in respect of such Senior Debt;
(b)	the Lender may not receive any payment in respect of any Obligations unless, at the time of such payment, all<br>amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt;
---	---
(c)	the Lender shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any<br>property, asset or undertaking of any Borrower in respect of the Obligations;
---	---
(d)	the Lender shall not initiate or prosecute any claim, action or other proceeding challenging the enforceability<br>of any Senior Debt or object to any borrowing under any Senior Debt;
---	---
(e)	the Lender agrees, at the request of any holder of Senior Debt, to execute and deliver to such holder a<br>confirmation of the subordination provided for herein in the form attached as Exhibit B, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and
---	---
(f)	the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to<br>secure any indebtedness or other obligations.
---	---

41 -

ARTICLE 9

MISCELLANEOUS

9.1	Addition of Lenders

The Borrowers acknowledge and agree that the Lender may, from time to time and upon giving the Borrowers written notice to this effect, designate a Person to be added as an additional Lender hereunder and to require the Borrowers to enter into an amendment to this Agreement to reflect the addition of such additional Lender.

9.2	Agreement between Lenders

If more than one Person comprises the Lender hereunder, such Persons agree that, unless they agree otherwise as between themselves with respect to any Loans or any of their obligations hereunder, the following provisions shall apply to govern their respective rights and obligations as between each other:

(a)	all Loans will be advanced by them equally, with each of them advancing its pro rata share of each Loan<br>requested by the Borrowers hereunder;
(b)	notwithstanding Section 9.2(a), each of them shall be jointly and severally liable to the Borrowers for<br>the obligations of the Lender to advance Loans to the Borrowers hereunder;
---	---
(c)	all payments received by any of them in respect of the Obligations (whether from the Borrowers, by the exercise<br>of remedies, by set-off or otherwise) will be applied in the following order of priority:
---	---
(i)	first, to reimburse each of them for all unreimbursed expenses and costs incurred by it and indemnification<br>amounts owing to it, with each of them receiving its pro rata share based on the aggregate of such amounts owing to it;
---	---
(ii)	second, to pay all accrued but unpaid interest and breakage costs owing to them, on a pro rata basis<br>based on the respective amounts owing to them;
---	---
(iii)	third, to pay all principal owing to them, on a pro rata basis based on the respective amounts of<br>principal owing to them; and
---	---
(iv)	fourth, to pay any other Obligations owing to them, on a pro rata basis based on their share of such<br>Obligations; and
---	---
(v)	all decisions will be made by each such Person comprising the Lender unanimously.
---	---
9.3	Notices
---	---

Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein will be in writing and will be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by email in each case to the addressee, as follows:

42 -

9.3.1	if to the Borrowers:

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

Attention: Jennifer Mazin

Email: ****jennifer.mazin@brookfield.com

9.3.2	if to the Lender:

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

Attention: Jennifer Mazin

Email: jennifer.mazin@brookfield.com

Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement will be deemed to have been given on the date of receipt.

9.4	Waivers

No failure or delay by the Lender in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Lender hereunder are cumulative and are not exclusive of any rights or remedies that it would otherwise have. Any waiver of any provision of this Agreement or consent to any departure by the Borrowers therefrom will be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of any Loan will not be construed as a waiver of any Default, regardless of whether the Lender may have had notice or knowledge of such Default at the time.

9.5

Expenses; Indemnity

9.5.1

The Borrowers will pay all reasonable out-of-pocket expenses incurred by the Lender, including the reasonable fees, charges and disbursements of external counsel for the Lender in connection with the negotiation and preparation of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lender’s rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans.

---

43 -

9.5.2

Each Borrower will indemnify the Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lender of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lender of its obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemnitee.

9.6

Currency Indemnity

---

If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any other Financing Document, it becomes necessary to convert into the currency of such jurisdiction (the “Judgment Currency”) any amount due under this Agreement or under any other Financing Document in any currency other than the Judgment Currency (the “CurrencyDue”), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate of exchange” means the rate at which the Lender is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of receipt by the Lender of the amount due, the Borrowers will, on the date of receipt by the Lender, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the Lender on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Lender is the amount then due under this Agreement or such other Financing Document in the Currency Due. If the amount of the Currency Due which the Lender is so able to purchase is less than the amount of the Currency Due originally due to it, the Borrowers shall indemnify and save the Lender harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Lender from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Financing Document or under any judgment or order.

44 -

9.7	Successors and Assigns
9.7.1	The provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their<br>respective successors and assigns permitted hereby, except that no Borrower may, without the prior written consent of the Lender, assign or otherwise transfer any of its rights or obligations hereunder to any Person other than a Successor pursuant<br>to a transaction that is completed in compliance with Section 6.1.
---	---
9.7.2	The Lender may assign to one or more assignees all or any portion of its rights and obligations under this<br>Agreement at any time upon giving the Borrowers written notice thereof.
---	---
9.8	Survival
---	---

All covenants, agreements, representations and warranties made by the Borrowers herein will be considered to have been relied upon by the Lender and will survive the execution and delivery of this Agreement and the making of any Loans, and all such covenants and agreements will continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Credit Facility has not expired or been terminated other than these amounts claimed or capable of being claimed under sections of this Agreement which by the terms of this Agreement, survive termination of this Agreement. Sections 2.9, 9.5 and 9.8 will survive and remain in full force and effect, regardless of the repayment of the Obligations or the expiration or termination of the Credit Facility or this Agreement or any provision hereof.

9.9	Counterparts; Integration; Effectiveness

This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which will constitute an original, but all of which when taken together will constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Lender, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement will become effective when it will have been executed by the Lender and when the Lender will have received the counterpart hereof which, when taken together, bears the Borrowers’ signatures, and thereafter will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed original counterpart of a signature page of this Agreement by facsimile will be as effective as delivery of a manually executed original counterpart of this Agreement.

9.10	Severability

Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction will not invalidate such provision in any other jurisdiction.

45 -

9.11	Right of Set Off

If an Event of Default will have occurred and be continuing, the Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by the Lender to or for the credit or the account of any Borrower against any of and all of the obligations of the Borrowers under this Agreement held by the Lender, irrespective of whether or not the Lender will have made any demand under this Agreement and although such obligations may be unmatured. The rights of the Lender under this section are in addition to other rights and remedies (including other rights of set off) which the Lender may have.

9.12	Governing Law; Jurisdiction

This Agreement will be construed in accordance with and governed by the Laws of the Province of Ontario. Each of the Borrowers hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Courts of the Province of Ontario.

9.13	Waiver of Jury Trial

Each party hereto waives, to the fullest extent permitted by Applicable Law, any right it may have to trial by jury in any legal proceeding directly or indirectly arising out of or relating to this Agreement.

9.14	Headings

Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and will not affect the construction of, or be taken into consideration in interpreting, this Agreement.

9.15	Limited Recourse

Recourse under this Agreement against each Borrower will be limited to the property and assets of such Borrower, and this Agreement will not be personally binding upon, and resort will not be had to, nor will recourse or satisfaction be sought from the private property of, any of the limited partners, unitholders or securityholders of such Borrower (unless such Person is also a Borrower hereunder).

46 -

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written.

BROOKFIELD RENEWABLE CORPORATION, as Borrower
Per:	/s/ Jennifer Mazin
	Name: Jennifer Mazin
	Title: General Counsel and Corporate Secretary
BROOKFIELD BRP HOLDINGS (CANADA) INC., as Lender
---	---
Per:	/s/ Jennifer Mazin
	Name: Jennifer Mazin
	Title: General Counsel and Corporate Secretary

[Signature Page–New BEPC Subordinated Credit Agreement]

EXHIBIT A

FORM OF BORROWING REQUEST

Date: ∎

The undersigned, ∎ (a “Borrower”), refers to the Subordinate Credit Agreement dated as of ∎, 2024, between Brookfield Renewable Corporation and the other Persons party hereto as borrowers, as Borrowers, and Brookfield BRP Holdings (Canada) Inc., as Lender (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein will have the meanings assigned to such terms in the Credit Agreement.

The Borrower hereby gives you notice pursuant to Sections 2.3 of the Credit Agreement that it requests a Borrowing under the Credit Agreement as follows:

(A)	Amount and Interest Period: a SOFR Loan in the amount of $∎ and with an Interest<br>Period of ∎ months / a [Term CORRA Loan/Daily Compounded CORRA Loan] in the amount of Cdn$∎ and with an Interest Period of ∎ months / a U.S. Base Rate Loan in the<br>amount of $∎ / a Canadian Prime Rate Loan in the amount of Cdn$∎.
(B)	Date of Borrowing: ∎
---	---
(C)	Account of the Borrower to which the funds are to be disbursed: ∎<br>
---	---

The undersigned confirms having read the provisions of the Credit Agreement which are relevant to the furnishing of this Borrowing Request. The undersigned confirms that the Borrowers have complied with all conditions precedent for the requested Borrowing.

The undersigned hereby certifies that the representations and warranties of the Borrowers set forth in the Credit Agreement are true and correct on and as of the date hereof as if made as of the date hereof unless such representations and warranties expressly refer to a different date, and that no Default or Event of Default exists.

∎
Per:
	Name:
	Title:

EXHIBIT B

FORM OF CONFIRMATION OF SUBORDINATION

TO:	∎ and its successors and assigns (the “Senior Lender”)
RE:	Credit Agreement dated as of ∎ between ∎ (the “Borrower”) and the Senior Lender, as amended, modified or supplemented from time to time (the “Senior CreditAgreement”)
AND RE:	Subordinate Credit Agreement dated as of ∎, between Brookfield Renewable Corporation and such Persons as become Borrowers thereunder from time to time, as borrowers, and Brookfield BRP Holdings (Canada) Inc.,as lender, as amended, modified or supplemented from time to time (the “Subordinate Credit Agreement”)

Pursuant to section 8.1 of the Subordinate Credit Agreement, the undersigned confirms in favour of the Senior Lender that (i) all indebtedness, liabilities and obligations of the Borrower owing from time to time under or pursuant to the Senior Credit Agreement constitutes “Senior Debt” for all purposes of the Subordinate Credit Agreement, and (ii) the Senior Lender is entitled to all the rights and benefits of section 8.1 of the Subordinate Credit Agreement in respect of the Senior Debt owing to it from time to time.

All terms that are capitalized but not defined herein have the meanings attributed to such terms in the Subordinate Credit Agreement.

This confirmation is binding upon the undersigned and its successors and assigns, and enures to the benefit of the Senior Lender and its respective successors and assigns.

DATED this _ day of ∎.

BROOKFIELD BRP HOLDINGS (CANADA) INC.
Per:
	Name:
	Title:
Per:
	Name:
	Title:

EX-99.9

Exhibit 99.9

FIRST AMENDING AGREEMENT

THIS AGREEMENT is made as of June 1, 2024, ****

B E T W E E N: ****

BROOKFIELD BRPHOLDINGS (CANADA) INC.

(the “Borrower”)

and -

BEP SUBCO INC.

(the “Lender”)

RECITALS:

A.	the parties hereto entered into an amended and restated credit agreement dated December 31, 2023 (as<br>amended, restated, supplemented, replaced or otherwise modified to the date hereof, collectively the “Credit Agreement”) pursuant to which certain credit facilities were established in favour of the Borrower;
B.	the parties hereto wish to amend certain terms and conditions of the Credit Agreement as hereinafter set forth.<br>
---	---

1.	Interpretation

All capitalized terms used but not defined in this agreement will have the meanings attributed to such terms in the Credit Agreement.

2.	Amendments

The Credit Agreement is hereby amended, effective as of the date hereof, to delete the stricken text (indicated textually in the same manner as the following example: ~~stricken text~~) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text and double-underlined text) as set forth in Schedule A attached hereto.

3.	Existing CDOR Loans

With respect to any “CDOR Loan” as defined in the Existing Credit Agreement outstanding as of the date hereof, such Loan shall continue until the expiry of the applicable Interest Period, and then on the last day of such Interest Period shall be automatically converted to a CORRA Loan with an Interest Period of one month (unless a Borrower has delivered a Borrowing Request to convert such Loan into a CORRA Loan with a different Interest Period).

4.	Conditions Precedent to Effectiveness

This agreement shall become effective upon receipt of a signed counterpart by each party hereto.

5.	Confirmation of Representations and No Default

The Borrower represents that no Default has occurred and is continuing and that the representations of the Borrower contained in Article 3 of the Credit Agreement are true and correct in all material respects as if made on and as of the date hereof, except for (i) any representations and warranties that are expressly stated to be made as of a specific date and (ii) any representations and warranties that are already qualified by materiality (in which case they shall be true and correct in all respects as if made on and as of the date hereof). The Borrower also represents and warrants that this agreement is a legal, valid and binding obligation of the Borrower, enforceable against it by the Lender in accordance with its terms except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

6.	Supplemental

This agreement is supplemental to the Credit Agreement and the Credit Agreement will henceforth be read in conjunction with this agreement. The Credit Agreement and this agreement will henceforth be read, interpreted, construed and have effect so far as is practicable as if all the provisions of the Credit Agreement and this agreement were contained in one instrument. For greater certainty, this agreement shall constitute a Financing Document under the Credit Agreement.

7.	Ratification

Except as amended hereby, the Credit Agreement and all of its terms, conditions and obligations are ratified and confirmed.

8.	Headings

The headings of the sections of this agreement are inserted for convenience of reference only and will not affect the construction or interpretation of this agreement.

9.	Governing Law

The parties agree that this agreement will be governed by and construed and interpreted in accordance with the laws of the Province of Ontario.

10.	Counterparts

This agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which will constitute an original, but all of which when taken together will constitute a single contract. Delivery of an executed original counterpart of a signature page of this agreement by facsimile or electronic pdf will be as effective as delivery of a manually executed original counterpart of this agreement.

[Signature Page Follows]

IN WITNESS WHEREOF the parties hereto have executed this agreement. ****

BROOKFIELD BRP HOLDINGS (CANADA) INC.
By:	/s/ Jennifer Mazin
	Name: Jennifer Mazin<br> <br>Title: General<br>Counsel and Corporate Secretary
BEP SUBCO INC.
---	---
By:	/s/ Jennifer Mazin
	Name: Jennifer Mazin<br> <br>Title: General<br>Counsel and Corporate Secretary

[Signature Page –1^st^ Amendment of ARCA (BRPHC / BEP Subco)]

SCHEDULE A

AMENDMENTS TO CREDIT AGREEMENT

See Attached.

Execution Version

AMENDED AND RESTATED SUBORDINATE CREDIT AGREEMENT

between

BROOKFIELD BRPHOLDINGS (CANADA) INC.

as Borrower

and

BEP SUBCO INC.

as Lender

Effective as of December 31, 2023

as amended by a firstamending agreement dated June 1, 2024

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS			1
1.1	Defined Terms		1
1.2	Terms Generally		~~13~~19
1.3	Accounting Terms; GAAP		~~13~~1 9
1.4	Time		~~13~~19
1.5	Borrowers Jointly and Severally Liable	****	~~13~~1<br>9
1.6	Borrowers Bound by Delivered Certificates and Notices		~~14~~20
1.7	Currency Equivalents		~~14~~20
1.8	Amount of Credit		~~14~~20
1.9	Divisions		~~14~~20
1.10	Schedules~~;~~, Exhibits		~~15~~20
ARTICLE 2 THE CREDIT FACILITY			~~15~~21
2.1	Establishment of Credit Facility		~~15~~21
2.2	Loans and Borrowings		~~15~~21
2.3	Requests for Borrowings		~~15~~21
2.4	Interest		~~16~~22
2.5	Evidence of Debt		~~18~~24
2.6	Termination and Reduction by Lender of Credit Commitment		~~18~~24
2.7	Mandatory Repayments of Excess Drawn Amounts		~~19~~25
2.8	Voluntary Prepayments and Cancellation		~~19~~25
2.9	Breakage Costs		~~19~~25
2.10	Alternate Rate of Interest		~~20~~26
2.11	Benchmark Replacement		~~20~~26
2.12	Canadian Benchmark Replacement		~~22~~28
2.13	Increased Costs; Illegality		~~26~~33
2.14	Payments Generally		~~27~~35
2.15	Addition of Borrowers		~~28~~35
2.16	Withholding Tax		~~28~~35
ARTICLE 3 REPRESENTATIONS AND WARRANTIES			~~29~~36
3.1	Organization; Powers		~~29~~36
3.2	Authorization; Enforceability		~~29~~36
3.3	Governmental Approvals; No Conflicts		~~29~~36
3.4	Financial Information		~~29~~37
3.5	Litigation		~~30~~37
3.6	Compliance with Laws and Agreements		~~30~~37
3.7	Taxes		~~30~~37
3.8	Pension Plans		~~30~~37
3.9	No Order or Judgments		~~30~~38
3.10	Insurance		~~30~~38
3.11	Solvency		~~31~~38
3.12	Environmental Matters		~~31~~38
3.13	Money Laundering Laws	~~31~~38
---	---	---
3.14	Office of Foreign Assets Control	~~31~~38
3.15	Survival of Representations and Warranties	~~31~~39
3.16	Deemed Repetition	~~31~~39
ARTICLE 4 CONDITIONS PRECEDENT TO LOANS		~~32~~39
4.1	Conditions to Borrowings	~~32~~39
ARTICLE 5 AFFIRMATIVE COVENANTS		~~32~~39
5.1	Financial Statements and Other Information	~~32~~39
5.2	Existence; Conduct of Business	~~33~~40
5.3	Timely Payment	~~33~~40
5.4	Books and Records	~~33~~40
5.5	Compliance with Laws	~~33~~40
5.6	Insurance	~~33~~40
5.7	Operation of Business	~~33~~41
5.8	Maintenance of Assets	~~34~~41
5.9	Payment of Taxes	~~34~~41
5.10	Use of Proceeds	~~34~~41
ARTICLE 6 NEGATIVE COVENANTS		~~34~~41
6.1	Fundamental Changes	~~34~~41
ARTICLE 7 EVENTS OF DEFAULT		~~35~~42
7.1	Events of Default	~~35~~42
7.2	Legal Proceedings	~~38~~46
7.3	Non-Merger	~~38~~46
ARTICLE 8 SUBORDINATION AND DEPOSITS		~~39~~46
8.1	Subordination	~~39~~46
8.2	Deposits	~~39~~47
ARTICLE 9 MISCELLANEOUS		~~40~~47
9.1	Notices	~~40~~47
9.2	Waivers	~~40~~48
9.3	Expenses; Indemnity	~~41~~48
9.4	Currency Indemnity	~~41~~49
9.5	Successors and Assigns and Additions of Lenders	~~42~~50
9.6	Agreement between Lenders	~~42~~50
9.7	Amendment and Restatement	~~43~~51
9.8	Survival	~~43~~51
9.9	Counterparts; Integration; Effectiveness	~~44~~51
9.10	Severability	~~44~~52
9.11	Right of Set Off	~~44~~52
9.12	Governing Law; Jurisdiction	~~44~~52
9.13	Waiver of Jury Trial	~~44~~52

-ii-

9.14	Headings	~~45~~52
9.15	Limited Recourse	~~45~~52

Exhibit A FORM OF BORROWING REQUEST

Exhibit B FORM OF DEPOSIT RECORD

Exhibit C FORM OF CONFIRMATION OF SUBORDINATION

-iii-

AMENDED AND RESTATED SUBORDINATE CREDIT AGREEMENT

THIS AMENDED AND RESTATEDSUBORDINATE CREDIT AGREEMENT is made effective as of December 31, 2023, and is entered into between Brookfield BRP Holdings (Canada) Inc., as the initial Borrower, such Persons as become Borrowers hereunder from time to time, and BEP Subco Inc., as Lender.

The parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

1.1	Defined Terms

As used in this Agreement, the following terms have the meanings specified below:

“Adjusted DailyCompounded CORRA” means, for purposes of any calculation, the rate per annum equal to (a) Daily Compounded CORRA for such calculation plus (b) the Daily Compounded CORRA Adjustment.

“Adjusted TermCORRA” means, for purposes of any calculation, the rate per annum equal to (a) Term CORRA for such calculation plus (b) the Term CORRA Adjustment.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment.

“Agreement” means this amended and restated subordinate credit agreement and all schedules and exhibits attached hereto, as amended, restated or supplemented from time to time.

“Applicable Margin” means, with respect to any Loan, the applicable rate per annum, expressed as a percentage, set forth in the relevant row of the table below:

Type of Loan	Applicable Margin
Canadian Prime Rate Loan	0.80%
U.S. Base Rate Loan	0.80%
~~CDOR~~CORRA Loan	1.80%
SOFR Loan	1.80%

“Authorization” means, with respect to any Person, any authorization, order, permit, approval, grant, licence, consent, franchise, privilege, certificate, judgment, writ,

injunction, award, determination, direction, decree, by-law, rule or regulation of any Governmental Authority having jurisdiction over such Person and legally binding on such Person.

“Available Amount” means the amount of the Credit Facility as set out in Section 2.1 as reduced from time to time in accordance with the provisions of this Agreement.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Lender on the applicable Benchmark Replacement Date:

(a)

the sum of: (i) Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment; or

(b)

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“Benchmark Replacement Adjustment” means, with respect to any replacement of the then current Benchmark with an Unadjusted Benchmark Replacement:

(a)	for purposes of clause (a) of the definition of “Benchmark Replacement,” the first alternative<br>set forth in the order below that can be determined by the Lender: (i)

the spread adjustment, or method for calculating or determining such spread adjustment~~,~~ (which may be a positive or negative value or zero) as of the time that such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor; or (ii) the spread adjustment (which may be a positive or negative value or zero) as of the time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(b)

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“Benchmark Replacement Conforming Changes” means, with respect to the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “U.S. Base Rate~~,~~” , the definition of “Business Day~~,~~” , the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operational matters) that the Lender decides, in consultation with the Borrowers, may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Lender in a manner substantially consistent with market practice (or, if the Lender decides that adoption of any portion of such market practice is not administratively feasible or if the Lender determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Lender decides, in consultation with the Borrowers, is reasonably necessary in connection with the administration of this Agreement and the other Financing Documents).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a)	in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the<br>later of (i) the date of the public statement or publication of information

referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); and

(b)

in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

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“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a)	a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the<br>published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time<br>of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(b)	a public statement or publication of information by the regulatory supervisor for the administrator of such<br>Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with<br>jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of<br>such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor<br>administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
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(c)	a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the<br>published component used in the
---	---

calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative or do not, or as a specified future date will not, comply with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.

“Borrowers” means, collectively, Brookfield BRP Holdings (Canada) Inc. and each Person that agrees to be bound hereunder as a Borrower hereunder pursuant to Section 2.15.

“Borrowing” means any availment of the Credit Facility and includes a rollover or conversion of any outstanding Loan.

“Borrowing Request” means a request by any Borrower for a Borrowing pursuant to Section 2.3.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Toronto, Ontario or New York, New York are authorized or required by Applicable Law to remain closed and, (a) in the case of any SOFR Loan, is also not a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities and (b) for the limited purpose of calculating Term CORRA or Daily Compounded CORRA in respect of any CORRALoan, “Business Day” shall only include any day that is not a Saturday, Sunday or any day on which commercial banks are authorized by Applicable Law or required to close in Toronto, Ontario.

“Canadian AvailableTenor” means, as of any date of determination and with respect to the then-current Canadian Benchmark, as applicable, (a) if the then current Canadian Benchmark is a term rate, any tenor for such Canadian Benchmark (or componentthereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or(b) otherwise, any payment period for interest calculated with reference to such Canadian Benchmark (or component thereof)

that is or may be used for determining any frequency of making payments ofinterest calculated with reference to such Canadian Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Canadian Benchmark that is then-removed from the definition of“Interest Period” pursuant to Section 2.12.4.

“Canadian Benchmark” means, initially, the Term CORRA Reference Rate or Daily Compounded CORRA, as the case may be; provided that if a Canadian BenchmarkTransition Event has occurred with respect to the Term CORRA Reference Rate, Daily Compounded CORRA, or the then-current Canadian Benchmark, then “Canadian Benchmark” means the applicable Canadian Benchmark Replacement to the extent thatsuch Canadian Benchmark Replacement has replaced such prior benchmark rate pursuant to Section2.12.1.

“Canadian BenchmarkReplacement” means, with respect to any Canadian Benchmark Transition Event:

(a)

where a Canadian Benchmark Transition Event has occurred with respect to Term CORRA Reference Rate, Daily Compounded CORRA; and

(b)

where a Canadian Benchmark Transition Event has occurred with respect to a Canadian Benchmark other than the Term CORRA Reference Rate, the sum of: (i) the alternate benchmark rate that has been selected by the Lender and the Borrowers giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Canadian Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Canadian Benchmark for Canadian Dollar-denominated syndicated credit facilities and (ii) the related Canadian Benchmark Replacement Adjustment.

---

If theCanadian Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Canadian Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Financing Documents.

“ Canadian Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Canadian Benchmark with aCanadian Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spreadadjustment, (which may be a positive or negative value or zero) that has been selected by the Lender and the Borrowers giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Canadian Benchmark with the applicable Canadian Unadjusted Benchmark Replacement by the Relevant Canadian Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Canadian Benchmark with the applicable Canadian Unadjusted Benchmark Replacement for Canadian Dollar-denominated syndicated credit facilities at such time.

“ Canadian Benchmark Replacement Conforming Changes” means, with respect to the use or administration of a Canadian Benchmark or the use, administration, adoption or implementationof any Canadian Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Canadian Prime Rate,” the definition of “Business Day,” the definition of “Interest Period” or any similaror analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of Borrowings or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of **** Section 2.12 and other technical, administrative or operational matters) that the Lender decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Lender in a manner substantially consistent withmarket practice (or, if the Lender decides that adoption of any portion of such market practice is not administratively feasible or if the Lender determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Lenderdecides is reasonably necessary in connection with the administration of this Agreement and the other Financing Documents).

“Canadian Benchmark Replacement Date” means, the earliest to occur of the following events with respect to thethen-current Canadian Benchmark:

(a)

in the case of clause(a) or (b) of the definition of “Canadian Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator ofsuch Canadian Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Canadian Available Tenors of such Canadian Benchmark (or such component thereof); or

(b)

in the case of clause(c) of the definition of “Canadian Benchmark Transition Event,” the first date on which such Canadian Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatorysupervisor for the administrator of such Canadian Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced insuch clause (c) and even if any Canadian Available Tenor of such Canadian Benchmark (or such component thereof) continues to be provided on such date.

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“Canadian Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Canadian Benchmark:

(a)	a public statement or publication of information<br>by or on behalf of the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) announcing that such administrator<br>has ceased or will cease to provide all Canadian Available Tenors of such Canadian Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator<br>that will continue to provide any Canadian Available Tenor of such Canadian Benchmark (or such component thereof);
(b)	a public statement or publication<br>of information by the regulatory supervisor for the administrator of such Canadian Benchmark (or the published component used in the calculation thereof), the<br>Bank of Canada, an insolvency official with jurisdiction over the administrator for such Canadian Benchmark (or such<br>component), a resolution authority with jurisdiction over the administrator for such Canadian<br>Benchmark (or such component) or a court or an entity with similar<br>insolvency or resolution authority over the administrator for such Canadian Benchmark (or such component), which states that<br>the administrator of such Canadian Benchmark (or such component) has ceased or will cease to provide all Canadian Available Tenors of such Canadian Benchmark<br>(or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Canadian Available Tenor of such Canadian Benchmark (or such<br>component thereof); or
---	---
(c)	a public statement or publication<br>of information by the regulatory supervisor for the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) announcing that all Canadian Available Tenors of such Canadian Benchmark (or such component<br>thereof) are not, or as of a specified future date will not be, representative.
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For the avoidance of doubt, a “Canadian Benchmark Transition Event” will be deemed to have occurred with respect to any Canadian Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Canadian Available Tenor of such Canadian Benchmark (or the published component used in the calculation thereof).

“Canadian BenchmarkUnavailability Period” means, the period (if any) (a) beginning at the time that a Canadian Benchmark Replacement Date has occurred if, at such time, no Canadian Benchmark Replacement has replaced the then-current Canadian Benchmark for all purposeshereunder and under any Financing Document in accordance with Section 2.12 and (b) ending at the time that a Canadian Benchmark Replacement has replaced the then-current Canadian Benchmark for all purposes hereunder and under any FinancingDocument in accordance with Section 2.12.

“CanadianDollars” and “Cdn$” refer to lawful money of Canada.

“Canadian Prime Borrowing” means a Borrowing comprised of one or more Canadian Prime Rate Loans.

“Canadian Prime Rate” means, on any day, the annual rate of interest equal to the greater of (a) the annual rate of interest announced by the Canadian Reference Lender and in effect as its prime rate at its principal office in Toronto, Ontario on such day for determining interest rates on Canadian Dollar-denominated commercial loans in Canada, and (b)~~the annual rateof~~Adjusted Term CORRA for an interest ~~equal to thesum~~period of ~~the~~ one~~-~~ (1) month ~~CDOR~~ in effect on such day plus 1.0% per annum.If the Canadian Prime Rate is less than the Floor, it shall be deemed to be the Floor hereunder.

“Canadian Prime Rate Loan” means a Loan denominated in Canadian Dollars which bears interest at a rate based upon the Canadian Prime Rate.

“Canadian Reference Lender” means such bank that is listed on Schedule I of the Bank Act (Canada) that is selected by the Lenders by giving written notice thereof to the Borrowers.

“~~CDOR” means with respect to a CDOR Loan, the rate per annum equal to the average per annum rate applicable to Canadian Dollar bankers’ acceptances having anidentical or comparable term as the proposed CDOR Loan displayed and identified as such on the CDOR Page of RBSL, rounded to the nearest 1/100th of 1% (with .005% being rounded up), at approximately 10:00 a.m. (Toronto time) on the first day of theInterest Period for such CDOR Loan, with a term equivalent to the Interest Period of such CDOR Loan or if such Interest Period is not equal to a number of months, with a term equivalent to the number of months closest to such Interest Period, plus0.10%; provided that if such rate does not appear on the CDOR Page of RBSL on such date as contemplated, then the CDOR on such date shall be calculated as the rate for the term referred to above applicable to Canadian Dollarbankers’ acceptances quoted by the Canadian Reference Lender as of 10:00 a.m. (Toronto time) on such date or, if such date is not a Business Day, then on the immediately preceding Business Day, plus 0.10%. If no CDOR is available for aparticular Interest Period but CDORs are available for maturities both longer and shorter than such Interest Period, then the CDOR for such Interest Period shall be the CDOR Interpolated Rate plus 0.10%. If CDOR is less than the Floor at anytime~~~~, it shall be deemed to be the Floor hereunder.~~

~~“CDOR Borrowing” means a Borrowing comprisedof one or more CDOR Loans.~~

~~“CDOR Interpolated Rate” means, in relation to any CDOR Loan and its Interest Period, a rate per annum determined by the Lender (which determination shallbe conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between (a) the applicable CDOR for the longest period for which a CDOR is available that is shorter than such InterestPeriod and (b) the applicable CDOR for the shortest period for which a CDOR is available that is longer than such Interest Period, in each case as of 11:00 a.m., Toronto time on the day two Business Days prior to the first day of such InterestPeriod.~~

~~“CDOR Loan” means a Loan denominated in Canadian Dollars which bears interest at a rate based upon CDOR~~Canadian Unadjusted Benchmark Replacement” means the applicable Canadian Benchmark Replacement excluding the relatedCanadian Benchmark Replacement Adjustment.

“Change inControl” means the acquisition by any Person other than Brookfield Corporation or its Affiliates (or any combination thereof) of Control of any Borrower.

10 -

“CORRA” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator).

“CORRA Borrowing” means a Term CORRA Borrowing or a Daily Compounded CORRA Borrowing, as applicable.

“CORRA Loan”means a Term CORRA Loan or a Daily Compounded CORRA Loan, as applicable.

“Credit Facility” means the revolving credit facility established pursuant to Section 2.1.1.

“ Daily CompoundedCORRA” means, for anyday(a “Daily Compounded CORRA Rate Day”), a rate per annum(with interest accruing on a compounded daily basis) equal to CORRA for the day (suchday, the “Daily Compounded CORRA Determination Day”), that is five (5) Business Days prior to (i) if such Daily Compounded CORRA Rate Day is a Business Day, such Daily Compounded CORRA Rate Day or (ii) if such Daily Compounded CORRA RateDay is not a Business Day, the Business Day immediately preceding such Daily Compounded CORRA Rate Day, in each case, as CORRA is published by the administrator; provided, however, that if as of 5:00 p.m. (Toronto time) on any Daily Compounded CORRADetermination Day, CORRA for the applicable tenor has not been published by the administrator and a Canadian Benchmark Replacement Date with respect to Daily Compounded CORRA has not occurred, then Daily Compounded CORRA will be CORRA as publishedby the administrator on the first preceding Business Day for which CORRA was published by the administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Daily Compounded CORRA Determination Day;and provided further, that to the extent Daily Compounded CORRA as so determined shall, at any time, be less than the Floor, such rate shall be deemed to be Floor for all purposes herein.

“Daily CompoundedCORRA Adjustment” means (a) a percentage equal to 0.29547% (29.547 basis points) per annum for one-month’s tenor,and (b) a 0.32138% (32.138 bps) per annum for three-months’ tenor.

“Daily CompoundedCORRA Determination Day” has the meaning set forth in the definition of “Daily Compounded CORRA”.

“Daily Compounded CORRA Borrowing” means a Borrowing comprised of one or more Daily Compounded CORRA Loans.

11 -

“Daily CompoundedCORRA Loan” means a Loan made by the Lender to a Borrower that bears interest at a rate based on Adjusted Daily Compounded CORRA.

“Daily CompoundedCORRA Rate Day” has the meaning set forth in the definition of “Daily Compounded CORRA”.

“DailySimple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Lender in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that, if the Lender decides that any such convention is not administratively feasible for the Lender, then the Lender may establish another convention in its reasonable discretion.

“Default” means any event or condition which constitutes an Event of Default or which, upon notice, lapse of time or both, would, unless cured or waived, become an Event of Default.

“Distribution” means, with respect to any Person: (a) the retirement, redemption, retraction, purchase or other acquisition of any Equity Securities of such Person for cash or other property of such Person; (b) the declaration or payment of any dividend, return of capital or other distribution (in cash or other property of such Person) of, on or in respect of, any Equity Securities of such Person; or (c) any other payment or distribution (in cash or other property of such Person) of, on or in respect of any Equity Securities of such Person.

“Dollar Amount” means at any time with respect to outstanding Loans under the Credit Facility, the aggregate of (a) the amount in Dollars of all Loans that are denominated in Dollars, and (b) the Dollar Equivalent at such time of all Loans that are denominated in Canadian Dollars.

“Dollars” and “$” refer to lawful money of the United States unless otherwise indicated.

“Effective Date” means July 30, 2020, being the date the Credit Facility was first established.

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“Event of Default” has the meaning specified in Section 7.1.

“Existing CreditAgreement” means the subordinate credit agreement between the Lender and the Borrower dated as of July 30, 2020, as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof.

“Federal Funds (Effective) Rate” means, for any period, a fluctuating rate of interest per annum equal for each day during such period to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the NYFRB, or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Lender from three federal funds brokers of recognized standing selected by it. Notwithstanding the foregoing, if the Federal Funds (Effective) Rate is less than the Floor, it shall be deemed to be the Floor hereunder.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.

“Floor” means 0.00% per annum.

13 -

“GAAP” means generally accepted accounting principles in Canada or the United States in effect from time to time which, for clarity, will include IFRS.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board and as in effect from time to time.

“Indemnitee” has the meaning specified in Section 9.3.2.

“Interest Payment Date” means, (a) in the case of any Canadian Prime Rate Loan or U.S. Base Rate Loan, the first Business Day of each month, and (b) in the case of any ~~CDOR~~CORRA Loan or SOFR Loan, the last day of the Interest Period relating to such Loan, provided that if an Interest Period for any~~CDOR~~CORRA Loan or SOFR Loan exceeds three months (to the extent available), then “Interest Payment Date” shall also include each date which occurs at each three month interval during such Interest Period.

“Interest Period” means**, (a)** with respect to a ~~CDOR Loan or~~ SOFR Loan, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter or such other periods thereafter as may from time to time be agreed to by the Borrower ~~requesting such Loan~~ and the Lender; and (b) with respect to a CORRA Loan, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one or three months thereafter or such other periods thereafter as may from time to time be agreed to by the Borrower and the Lender; provided that (~~a~~i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the immediately succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (~~b~~i) any Interest Period pertaining to a SOFR Loan or CORRA Loan that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (~~c~~iii) no Interest Period shall extend beyond the Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a converted or continued Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. No tenor that is subsequently permanently removed as part of any Benchmark Replacement Conforming Changes or

14 -

anyCanadian Benchmark Replacement Conforming Changes, as applicable, shall be available for specification in a Borrowing Request.

“IRC” means the Internal Revenue Code of 1986, as amended from time to time.

“Lenders” means, collectively, BEP Subco Inc. and each Person that becomes a Lender hereunder from time to time.

“Loan” means any SOFR Loan, Canadian Prime Rate Loan,~~CDOR~~CORRA Loan or U.S. Base Rate Loan made by the Lenders to a Borrower pursuant to this Agreement.

“Maturity Date” means the date that is ten (10) years from the Effective Date, unless the Agreement is terminated in accordance with Section 2.6, in which case the Maturity Date shall be the date the Agreement is so terminated.

“Money Laundering Laws” has the meaning specified in Section 3.13.

“NYFRB” means the Federal Reserve Bank of New York.

“Obligations “ means all present and future debts, liabilities and obligations of the Borrowers to the Lenders under this Agreement, whether absolute or contingent, due or to become due, existing on the Effective Date or thereafter arising, including without limitation with respect to all Loans, and all interest and fees owing hereunder (including those that accrue after the commencing by or against any Borrower of any insolvency or similar proceeding).

“OFAC” has the meaning specified in Section 3.14.

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“OFAC Lists” has the meaning specified in Section 3.14.

“~~RBSL” means Refinitiv Benchmark Services (UK)Limited~~Relevant Canadian Governmental Body” means the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successor thereto.

“Relevant Governmental Body “ means the Federal Reserve Board or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board or the NYFRB, or any successor thereto.

“ResponsibleOfficer” means, in respect of any Person, any director or officer of such Person or the general or managing partner of such Person.

“Senior Debt” has the meaning given to that term in Section 8.1(a).

“SOFRAdministrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’sWebsite” means the website of the NYFRB, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Borrowing” means a Borrowing comprised of one or more SOFR Loans.

“SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “U.S. Base Rate”.

“Specified Threshold Amount” means, as at any date, the greater of (a) $125,000,000 and (b) an amount equal to 10% of the Borrowers’ consolidated equity as at such date.

“Subsidiaries” means, collectively, the subsidiaries of the Borrowers, and “Subsidiary” means any of them.

“subsidiary” means, with respect to any Person at any date, any corporation, limited liability company, partnership, limited partnership, trust or other entity of which securities or other ownership interests representing more than 50% of the combined

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voting stock are owned, directly or indirectly, by such Person or by any one or more subsidiaries of such Person.

“Term CORRA” means, for any calculation with respect to a Term CORRA Loan, the Term CORRA Reference Rate for a tenor comparable tothe applicable Interest Period on the day (such day, the “Periodic Term CORRA Determination Day”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term CORRA Administrator;provided, however, that if as of 1:00 p.m. (Toronto time) on any Periodic Term CORRA Determination Day the Term CORRA Reference Rate for the applicable tenor has not been published by the Term CORRA Administrator and a Canadian Benchmark ReplacementDate with respect to the Term CORRA Reference Rate has not occurred, then Term CORRA will be the Term CORRA Reference Rate for such tenor as published by the Term CORRA Administrator on the first preceding Business Day for which such Term CORRAReference Rate for such tenor was published by the Term CORRA Administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Periodic Term CORRA Determination Day. Notwithstanding theforegoing, to the extent Term CORRA is less than the Floor at any given time, it shall be deemed to be the Floor.

“Term CORRA Adjustment” means (a) a percentage equal to 0.29547% (29.547 basis points) per annum for one-month’s tenor,and (b) a 0.32138% (32.138 bps) per annum for three-months’ tenor.

“Term CORRA Administrator”means Candeal Benchmark Administration Services Inc., TSX Inc., or any successor administrator.

“Term CORRA Borrowing” means a Borrowing comprised of one or more Term CORRA Loans.

“Term CORRA Loan” means a Loandenominated in Canadian Dollars which bears interest at a rate based upon Adjusted Term CORRA.

“Term CORRA Reference Rate” means theforward-looking term rate based on CORRA.

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applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Term SOFR Determination Day, provided, that if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Adjustment” means a percentage equal to 0.10% per annum.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Lenders in their reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Type”, when used in reference to any Loan or Borrowing, refers to whether such Loan or Borrowing is a U.S. Base Rate Loan, Canadian Prime Rate Loan, SOFR Loan or ~~CDOR~~CORRA Loan or a U.S. Base Rate Borrowing, Canadian Prime Borrowing, SOFR Borrowing or ~~CDOR~~CORRA Borrowing, as the case may be.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“U.S. Base Rate” means, on any day, the annual rate of interest equal to the greater of (a) the annual rate of interest announced by a commercial Canadian or U.S. bank selected by the Lenders and in effect as its base rate at its principal office in Toronto, Ontario on such day for determining interest rates on Dollar-denominated commercial loans in Canada, (b) the Federal Funds (Effective) Rate in effect on such day plus 0.50% per annum, and (c) the Adjusted Term SOFR for a one-month term in effect on such day plus 1.00%. Any change in the U.S. Base Rate due to a change in the applicable base rate, the Federal Funds (Effective) Rate or such Adjusted Term SOFR shall be effective from and including the effective date of such change in the applicable base rate, the Federal Funds (Effective) Rate or such Adjusted Term SOFR, respectively.

“U.S. Base Rate Borrowing” means a Borrowing comprised of one or more U.S. Base Rate Loans.

“U.S. Base Rate Loan” means a Loan denominated in Dollars which bears interest at a rate based upon the U.S. Base Rate.

“Withholdings” has the meaning given to that term in Section 2.16.

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1.2	Terms Generally

1.3	Accounting Terms; GAAP

Except as otherwise expressly provided herein, all terms of an accounting or financial nature will be construed in accordance with GAAP, as in effect from time to time.

1.4	Time

All time references herein will, unless otherwise specified, be references to local time in Toronto, Ontario, Canada. Time is of the essence of this Agreement.

1.5	Borrowers Jointly and Severally Liable

Each Person that becomes a Borrower is jointly and severally liable for all Obligations, including the obligation to pay all amounts owing hereunder to the Lenders on the dates such amounts are due and on the Maturity Date. Each Borrower agrees that if any of the Obligations are not paid in full when due (whether at stated maturity, as a mandatory repayment, by acceleration or otherwise), the Borrowers will, jointly and severally, promptly pay the same without any demand or notice whatsoever and each Borrower jointly and severally irrevocably and unconditionally accepts joint and several liability with respect to the payment and performance of all Obligations of each other Borrower, it being the intention of the parties hereto that all Obligations be joint and several obligations of each Borrower without preference or distinction among them. Each Borrower agrees that delivery of funds to any Borrower under this Agreement shall constitute valuable consideration and reasonably equivalent value to all Borrowers for purposes of binding them and their assets on a joint and several basis for the Obligations hereunder. Each Borrower agrees that it will not seek payment, directly or indirectly, from any other Borrower through a

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claim of indemnity, contribution, subrogation or otherwise until all Obligations have been repaid in full and the Credit Facility has terminated.

1.6	Borrowers Bound by Delivered Certificates and Notices

1.7	Currency Equivalents

1.8	Amount of Credit

Any reference herein to the amount of credit outstanding means, at any particular time:

(a)	in the case of a Canadian Prime Rate Loan or ~~CDOR~~CORRA Loan, the Dollar Equivalent of the principal amount thereof; and
(b)	in the case of a SOFR Loan or U.S. Base Rate Loan, the principal amount of such Loan.
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1.9	Divisions
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1.10	Schedules~~;~~, Exhibits

The following are the Schedules and Exhibits annexed hereto, incorporated by reference and deemed to be a part hereof:

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Exhibits:	A -	Borrowing Request
	B -	Form of Deposit Record
	C -	Form of Confirmation of Subordination

ARTICLE 2

THE CREDIT FACILITY

2.1	Establishment of Credit Facility
2.1.1	Subject to the terms and conditions set forth herein, the Lenders hereby establish in favour of the Borrowers a<br>Credit Facility in the amount of $1,750,000,000 (the “Available Amount”) and commit to make Loans to the Borrowers from time to time until the Maturity Date, the aggregate outstanding principal amount of all such Loans not exceeding<br>at any time the Available Amount. Subject to the terms and conditions of this Agreement, the Borrowers may borrow, repay and re-borrow Loans.
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2.1.2	Advances under the Credit Facility are to be used by the Borrowers for their general corporate purposes,<br>provided that in no event will the Credit Facility be used to finance a Hostile Acquisition without the consent of the Lenders.
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2.2	Loans and Borrowings
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Each Borrowing under the Credit Facility will be comprised of U.S. Base Rate ~~Loans~~Borrowings or SOFR~~Loans~~Borrowings in Dollars**,** or Canadian Prime ~~Rate Loans or CDORLoans~~Borrowings or CORRA Borrowings in Canadian Dollars, as any Borrower may request in accordance herewith.

2.3	Requests for Borrowings
2.3.1	To request a Borrowing under the Credit Facility, any Borrower shall notify the Lenders of such request by<br>written Borrowing Request substantially in the form of Exhibit A not later than 11:00 a.m., Toronto time, four (4) Business Days before the date of the proposed Borrowing or such shorter period as the Lenders may agree to. Each Borrowing<br>Request shall be irrevocable. The Lenders are entitled to rely upon and act upon any Borrowing Request given or purportedly given by any Borrower, and each Borrower hereby waives the right to dispute the authenticity and validity of any such<br>transaction once the Lenders have advanced funds, based on such Borrowing Request. Each Borrowing Request shall specify the following information:
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(a)	the aggregate amount of the requested Borrowing;
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(b)	the date of such Borrowing, which shall be a Business Day;
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(c)	whether such Borrowing is to be a U.S. Base Rate Borrowing, a SOFR Borrowing, a Canadian Prime Borrowing or a ~~CDOR~~CORRA Borrowing;
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(d)	in the case of a~~CDOR~~CORRA Borrowing or SOFR Borrowing, the initial Interest Period to be applicable to such Borrowing, which shall be a period<br>contemplated by the definition of the term “Interest Period”; and
(e)	the location and number of the Borrower’s account to which funds are to be disbursed.<br>
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2.3.2	Each~~CDOR~~CORRA Borrowing and SOFR Borrowing under the Credit Facility initially shall have the Interest Period specified in the applicable<br>Borrowing Request. Thereafter, a Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and elect a new Interest Period therefor. The Borrowers may elect different options with respect to different portions of<br>the affected Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. To make an election pursuant to this Section 2.3.2, a Borrower shall notify the Lenders of such election by delivering a Borrowing<br>Request required under Section 2.3.1 as if the Borrower were requesting a Borrowing to be made on the effective date of such election. Each such Borrowing Request shall be irrevocable. In addition to the information specified in<br>Section 2.3.1, each Borrowing Request shall specify the Loan to which such request applies and, if different options are elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing. If no<br>election is made pursuant to this Section 2.3.2 at the end of an Interest Period applicable to any<br>~~CDOR~~CORRA Loan or SOFR Loan, the applicable Borrower shall be deemed to have elected an Interest Period of<br>one month for such ~~CDOR~~CORRA Loan or SOFR Loan for the immediately following Interest Period.<br>Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Lenders so notify the Borrowers, then so long as an Event of Default is continuing (a) no outstanding Loan may be converted to or<br>continued as a ~~CDOR~~CORRA Borrowing or SOFR Borrowing and (b) unless repaid,<br>each ~~CDOR~~CORRA Loan and SOFR Loan shall be converted to a Canadian Prime Borrowing or U.S. Base Rate<br>Borrowing, respectively, at the end of the then-current Interest Period applicable thereto.
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2.3.3	Each~~CDOR~~CORRA Borrowing and SOFR Borrowing will be subject to Sections<br>2.10, 2.11 and<br>2.12~~.~~
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~~2.3.4~~	~~With respect to any “LIBOR Loan” as defined in the Existing CreditAgreement outstanding as of the date hereof, such Loan shall continue until the expiry of the~~, as<br>applicable ~~Interest Period, and then on the last day of such Interest Period shall be automatically converted to a SOFR Loan with an Interest Period of one month (unless a Borrower has delivered a Borrowing Request toconvert such Loan into a SOFR Loan with a different Interest Period)~~.
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2.4	Interest
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2.4.1	The Loans under the Credit Facility comprising each U.S. Base Rate Borrowing and Canadian Prime Borrowing shall<br>bear interest (computed on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate
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per annum equal to the U.S. Base Rate and Canadian Prime Rate, respectively, plus the Applicable Margin from time to time in effect.
2.4.2	The Loans under the Credit Facility comprising each ~~CDOR~~CORRA Borrowing shall bear interest (computed on the basis of ~~the actual number of days in the relevant Interest~~ ~~Period over~~ a year of 365 ~~or 366~~ days~~, as the case may be~~) at ~~CDOR~~CORRA for the Interest Period in effect for such ~~CDORLoans~~CORRA Loan plus the Applicable Margin from time to time in effect.
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2.4.3	The Loans under the Credit Facility comprising each SOFR Borrowing shall bear interest (computed on the basis<br>of the actual number of days in the relevant Interest Period over a year of 360 days) at Adjusted Term SOFR for the Interest Period in effect for such SOFR Loans plus the Applicable Margin from time to time in effect.
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2.4.4	It is understood and agreed that if at any time after the date hereof the Lender’s cost of borrowing is<br>increased, the Lender will be entitled, after consultation with the Borrowers, to increase the Applicable Margin that is applicable to all or any Types of Loans or Borrowings to reflect the Lender’s increased cost of making such Loans or<br>Borrowings available to the Borrowers.
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2.4.5	The applicable U.S. Base Rate, Canadian Prime Rate, Adjusted Term SOFR and<br>~~CDOR~~CORRA shall be determined by the Lender, and such determination shall, absent manifest error,<br>constitute prima facie evidence thereof.
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2.4.6	Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date and upon termination of<br>the Credit Facility, and in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment together with all applicable breakage costs.<br>
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2.4.7	All interest hereunder shall be payable for the actual number of days elapsed (including the first day but<br>excluding the last day). Any Loan that is repaid on the same day on which it is made shall bear interest for one day.
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2.4.8	For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any<br>fee to be paid hereunder or in connection herewith is to be calculated on the basis of any period of time that is less than a calendar year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used<br>multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360, 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The<br>principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.
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2.4.9	If any provision of this Agreement would oblige any Borrower to make any payment of interest or other amount<br>payable to the Lender in an amount or calculated at a rate which would be prohibited by Law or would result in a receipt by the Lender of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code<br>(Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been
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adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by the Lender of<br>“interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:
(a)	first, by reducing the amount or rate of interest required to be paid to the Lender under this<br>Section 2.4; and
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(b)	thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lender<br>which would constitute interest for purposes of Section 347 of the Criminal Code (Canada).
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2.4.10	Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, the Loans will bear<br>interest to the extent permitted by Applicable Law, after as well as before judgment, at a rate per annum equal to 2.0% plus the rate otherwise applicable to such Loans. All other amounts owing under this Agreement will bear interest at an interest<br>rate equal to the one month Adjusted Term SOFR plus 4.0% per annum.
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2.5	Evidence of Debt
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2.5.1	The Lenders shall maintain accounts in which they shall record (a) the amount of each Loan made hereunder<br>and the relevant Interest Periods applicable thereto, (b) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to such Lender hereunder, and (c) the amount of any sum received by such<br>Lender hereunder.
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2.5.2	The entries made in the accounts maintained pursuant to Section 2.5.1 shall be prima facie evidence<br>(absent manifest error) of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay<br>the Loans and all other amounts payable in connection therewith, including interest and fees, in accordance with the terms of this Agreement.
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2.6	Termination and Reduction by Lender of Credit Commitment
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2.6.1	The Lenders may at any time after the fifth anniversary of the Effective Date, upon giving the Borrowers 90<br>days’ prior written notice, terminate their commitments with respect to the Credit Facility and the Borrowers must repay all amounts outstanding under the Credit Facility (including all interest and fees payable hereunder) on the termination<br>date that is so elected by the Lenders.
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2.6.2	Upon the occurrence of a Change in Control, the Lenders shall have the right to terminate its commitment with<br>respect to the Credit Facility upon giving the Borrowers 90 days’ prior written notice. If the Lenders so terminate the Credit Facility, the Borrowers must repay all amounts outstanding under the Credit Facility (including all interest and fees<br>payable hereunder) on the termination date that is so elected by the Lenders.
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2.6.3

Unless previously terminated, the commitment of each Lender with respect to the Credit Facility will terminate on the Maturity Date and each Borrower hereby unconditionally jointly and severally promises to pay to the Lenders the then unpaid principal amount of each Loan on the Maturity Date (or such earlier date that the Loans have been accelerated pursuant to the last paragraph of Section 7.1) together with all interest accrued thereon and other amounts outstanding under this Agreement.

2.7

Mandatory Repayments of Excess Drawn Amounts

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If at any time the Lenders determine that the Dollar Amount outstanding under the Credit Facility exceeds the Available Amount, then upon written notice from the Lenders to such effect, the Borrowers will, within 24 hours, make a prepayment of the Credit Facility in an amount equal to such excess.

2.8	Voluntary Prepayments and Cancellation

The Borrowers may, from time to time at their option, prepay any Loan without premium or penalty or permanently reduce the Available Credit of the Credit Facility, provided that:

(a)	any prepayment or reduction is in a minimum amount of $100,000;
(b)	the Borrowers pay concurrently with any such prepayment all interest accrued on the amount prepaid together<br>with breakage costs, if any, incurred by the Lenders as a result of any such prepayment and that are payable pursuant to Section 2.9;
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(c)	the Lenders receive written notice of such prepayment, at least three Business Days prior to the date of such<br>prepayment and specifying the amount and date of such prepayment. Any such notice shall be irrevocable and the Borrowers shall be bound to prepay in accordance with such notice; and
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(d)	in the event that the notice provided to the Lenders in accordance with (c) above, indicates that the<br>prepaid amount is to permanently prepay the Credit Facility pursuant to this Section 2.8, then the amount prepaid may not be re-borrowed thereunder (otherwise, the Borrowers will retain the right to re-borrow amounts prepaid in accordance with<br>the terms and conditions of this Agreement).
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2.9	Breakage Costs
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If (a) any Borrower fails to borrow or continue any ~~CDOR~~CORRA Loan or SOFR Loan on the date specified in any Borrowing Request delivered pursuant hereto, or (b) any~~CDOR~~CORRA Loan or SOFR Loan is paid for any reason on any day other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default or voluntary or mandatory prepayment), then the Borrowers will compensate the Lenders for all loss, costs and expenses that the Lenders incur in connection with such event (including all loss, costs and expenses that the Lender incurs under its own credit facilities), as determined by the Lenders. A certificate of a Lender setting forth any amount or amounts that the Lender is entitled to receive pursuant to this Section 2.9 will be delivered to the Borrowers and will, absent manifest error, constitute

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prima facie evidence thereof. The Borrowers will pay a Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

2.10	Alternate Rate of Interest

~~If~~Subject to Section 2.12, if prior to the commencement of any Interest Period for a ~~CDOR~~CORRA Borrowing or SOFR Borrowing:

(a)	the Lenders determine that adequate and reasonable means do not exist for<br>ascertaining ~~CDOR~~CORRA or SOFR for such Interest Period; or
(b)	the Lenders determine that~~CDOR~~CORRA or SOFR for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining ~~CDOR~~CORRA Loans or SOFR Loans included in such Borrowing for such Interest Period;
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then the Lenders shall give notice thereof to the Borrowers as promptly as practicable thereafter and, until the Lenders notify the Borrowers that the circumstances giving rise to such notice no longer exist, (i) any Borrowing Request that requests the continuation of any Borrowing as an affected~~CDOR~~CORRA Borrowing or a SOFR Borrowing (as applicable) shall be deemed to request conversion to a Canadian Prime Borrowing or U.S. Base Rate Borrowing (as applicable), and (ii) any Borrowing Request that requests an affected~~CDOR~~CORRA Borrowing or SOFR Borrowing (as applicable) shall be made as a Canadian Prime Borrowing or U.S. Base Rate Borrowing (as applicable).

2.11

Benchmark Replacement

2.11.1

Benchmark Replacement Setting. Notwithstanding anything to the contrary herein or in any other Financing Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Financing Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Financing Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Financing Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Borrowers without any amendment to, or further action or consent of any other party to, this Agreement or any other Financing Document so long as the Lender has not received, by such time, written notice of objection to such Benchmark Replacement from any Borrower. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

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2.11.2	Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark<br>Replacement, the Lender will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Financing Document, any amendments implementing such Benchmark<br>Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Financing Document.
2.11.3	Notices; Standards for Decisions and Determinations. The Lender will promptly notify the Borrowers of<br>(i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Lender<br>will notify the Borrowers of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.11.4 and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be<br>made by the Lender pursuant to this Section 2.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking<br>any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.11.<br>
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2.11.4	Unavailability of Benchmark. Notwithstanding anything to the contrary herein or in any other Financing<br>Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is<br>not displayed on a screen or other information service that publishes such rate from time to time as selected by the Lender in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a<br>public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Lender may modify the definition of “Interest Period” (or any similar or analogous definition) for<br>any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information<br>service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Lender may modify<br>the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
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2.11.5	Conversions or Continuations to Base Rate Loans. Upon the Borrowers’ receipt of notice of the<br>commencement of a Benchmark Unavailability Period, the Borrowers may revoke any pending request for a SOFR Borrowing, or conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and,<br>failing that, the Borrowers will be deemed to have converted any request for a SOFR Borrowing or a conversion to or continuation of a SOFR Borrowing into a request for a Borrowing of or conversion to a U.S. Base Rate Loan. During a Benchmark<br>
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Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of U.S. Base Rate based upon the then-current Benchmark or such tenor for<br>such Benchmark, as applicable, will not be used in any determination of U.S. Base Rate.
2.12	Canadian Benchmark Replacement
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2.12.1	Replacing ~~CDOR~~~~. OnMay 16, 2022, RBSL, the administrator of CDOR, announced in a public statement that the calculation and publication of all tenors of CDOR will permanently cease immediately following a final publication on Friday, June 28, 2024. On thedate that all Canadian Available Tenors of CDOR have either permanently or indefinitely ceased to be provided by RBSL, if~~Future Canadian<br>Benchmarks. Notwithstanding anything to the contrary herein or in any other Financing Document, if a Canadian Benchmark Transition Event and its relatedCanadian Benchmark Replacement Date have occurred prior any setting of the<br>then~~-~~-current Canadian Benchmark ~~isCDOR, the~~, then (x) if a Canadian Benchmark<br>Replacement is determined in accordance with clause (a) of the definition of “Canadian Benchmark Replacement” for such Canadian Benchmark Replacement Date, such Canadian Benchmark<br>Replacement will replace such Canadian Benchmark for all purposes hereunder and under any Financing Document in respect of~~any~~such Canadian Benchmark setting ~~of~~ ~~such CanadianBenchmark~~ ~~on such day~~ and ~~all~~ subsequent CanadianBenchmark settings without any amendment to, or further action or consent of any other party<br>to, this Agreement or any other Financing Document~~.~~ ~~If the Canadian BenchmarkReplacement is Daily Compounded CORRA, all interest payments will be payable on~~ ~~a quarterly basis.~~
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~~2.12.2~~	~~Replacing~~ ~~Future CanadianBenchmarks.~~ ~~Upon the occurrence of~~ and (y) if a Canadian Benchmark ~~Transition Event, the~~Replacement is determined in accordance with clause (b) of the definition of “CanadianBenchmark Replacement” for such Canadian Benchmark<br>Replacement Date, such Canadian Benchmark Replacement will replace ~~the then-current~~such Canadian Benchmark for all purposes hereunder and under any Financing Document in respect of any Canadian Benchmark setting at or after 5:00 p.m.<br>(Toronto time) on the fifth (5th) Business Day after the date notice of such Canadian Benchmark Replacement is provided to the Borrowers ~~by the Lenders~~ without any amendment to, or further action or<br>consent of any other party to, this Agreement or any other Financing Document ~~~~ ~~so long as the Lenders have not received, by suchtime,~~ ~~written notice of objection to such~~ ~~~~ ~~Canadian BenchmarkReplacement~~ ~~~~ ~~from the Borrowers. At any time that the administrator of the then-current Canadian Benchmark has permanently or indefinitely ceased to providesuch Canadian Benchmark or such Canadian Benchmark has been announced by the administrator or the regulatory supervisor for the administrator of such Canadian Benchmark pursuant to public statement or publication of information to be no longerrepresentative of the underlying market and economic reality that such Canadian Benchmark is intended to measure and that representativeness will not be restored, the Borrowers may revoke any request for a borrowing~~ ~~~~ ~~of, conversion to or continuation of Loans to be made, converted or continued~~ ~~that would bear interest by reference to suchCanadian Benchmark until~~ ~~the Borrowers’ receipt of notice~~ ~~from the Lenders that a~~ ~~Canadian BenchmarkReplacement~~ ~~has replaced~~
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~~such Canadian Benchmark, and, failing that, the Borrowers will be deemed to have converted any such request into arequest for a borrowing of or conversion to Canadian Prime Borrowings. During the period referenced in the foregoing sentence, the component of Canadian Prime Rate based upon the Canadian Benchmark will not be used in any determination of CanadianPrime Rate~~. If the Canadian Benchmark Replacement is Daily<br>Compounded CORRA, all interest payments will be payable on the last day of each Interest Period.
2.12.2	~~2.12.3~~ Canadian Benchmark Replacement Conforming Changes. In connection<br>with the use, administration, adoption or implementation ~~and administration~~ of a Canadian Benchmark<br>Replacement, the Lenders will have the right to make Canadian Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Financing Document, any amendments implementing such<br>Canadian Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.
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2.12.3	~~2.12.4~~ Notices; Standards for Decisions and Determinations. The Lenders<br>will promptly notify the Borrowers of (i) the implementation of any Canadian Benchmark Replacement~~,~~and (ii)~~any occurrence of a Term CORRA Transition Event, and (iii)~~ the effectiveness of any Canadian Benchmark Replacement Conforming<br>Changes in connection with the use, administration, adoption or implementationof a Canadian Benchmark Replacement. The Lenders will notify the Borrowers of (x) the removal or reinstatement of any tenor of a Canadian Benchmark pursuant to Section 2.12.4 and (y) the commencement of any Canadian BenchmarkUnavailability Period. Any determination, decision or election that may be made by the Lenders pursuant to this<br>Section~~,~~ 2.12 including any determination with respect to a tenor, rate or adjustment or of the occurrence<br>or non~~-~~-occurrence of an event, circumstance or date and any decision to take or refrain from taking any<br>action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other<br>party ~~hereto~~to this Agreement or any other Financing Document, except, in each case, as expressly required<br>pursuant to this Section 2.12.
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2.12.4	~~2.12.5~~ Unavailability of Tenor of Canadian<br>Benchmark. ~~At~~Notwithstanding anything to the contrary herein or in<br>any other Financing Document, at any time (including in connection with the implementation of a Canadian Benchmark Replacement), (i) if the then~~-~~-current<br>Canadian Benchmark is a term rate (including the Term CORRA ~~orCDOR)~~Reference Rate) and either (A) any tenor for such<br>Canadian Benchmark is not displayed on a screen or other information service that publishes such rate from time to timeas selected by the Lenders in their reasonable discretion or(B) the regulatory supervisor for the administrator of such Canadian Benchmark has provided a public statement or publication of information announcing that any tenor for such Canadian Benchmark is not or will not be representative, then ~~(i)~~the Lenders may modify the definition of “Interest Period” (or any similar or analogous definition) for any Canadian Benchmark settings at orafter such time to remove ~~any~~ ~~tenor of~~ such ~~Canadian Benchmark that is~~ unavailable or non~~-~~-representative ~~for Canadian Benchmark (including Canadian Benchmark Replacement)settings and (ii) the Lenders may~~tenor and (ii) if a tenor that was removed pursuant to clause (i) above<br>
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either (A) issubsequently displayed on a screen or information service for aCanadian Benchmark (including a Canadian Benchmark Replacement)or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Canadian Benchmark (including a Canadian<br>Benchmark Replacement), then the Lenders may modify the<br>definition of “Interest Period” (or any similar or analogous definition) for all Canadian Benchmark settings at or after such timeto reinstate ~~any~~ such previously removed tenor ~~for Canadian Benchmark~~ ~~(including Canadian Benchmark Replacement)settings~~.
~~2.12.6~~	~~Secondary Term CORRA Conversion.~~<br>~~Notwithstanding anything to the contrary herein or in any~~ ~~Financing Document and subject to the proviso below in this clause, if a Term CORRA Transition Event and itsrelated Term CORRA Transition Date have occurred, then on and after such Term CORRA Transition Date (i) the Canadian Benchmark Replacement described in clause (1)(a) of such definition will replace the then-current Canadian Benchmark forall purposes hereunder or under any Financing Document in respect of any setting of~~ ~~such Canadian Benchmark~~ ~~on such day and all subsequent settings, withoutany amendment to, or further action or consent of any other party to, this Agreement or any other Financing Document; and (ii) each Loan outstanding on the Term CORRA Transition Date bearing interest based on the then-current Canadian Benchmarkshall convert, on the last day of the then-current interest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause~~ ~~(1)(a) of such definition for therespective Canadian Available Tenor as selected by a Borrower as is available for the then-current Canadian Benchmark; provided that, this Section 2.12.6 shall not be effective unless the Lenders have delivered to the Borrowers a Term CORRANotice, and so long as the Lenders have not received, by 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date of the Term CORRA Notice, written notice of objection to such conversion to Term CORRA from anyBorrower.~~
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~~2.12.7~~	~~Credit Spread Adjustment. The Borrowers and the Lendersagree to amend the credit spread adjustment provided for in the definition of “Canadian Benchmark Replacement” from time to time to give effect to any evolving or then-prevailing market convention with respect to the applicable creditspread adjustment for Term CORRA or Daily Compounded CORRA, including any applicable recommendations made by the Relevant Canadian Governmental Body, for Canadian Dollar-denominated syndicated credit facilities at such time.~~<br>
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~~2.12.8~~	~~Definitions used in this Section 2.12. The followingterms used in this Section 2.12 have the meanings set out herein:~~
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~~“Canadian Available Tenor” means, as of anydate of determination and with respect to the then-current Canadian Benchmark, as applicable, (x) if the then-current Canadian Benchmark is a term rate, any tenor for such Canadian Benchmark~~ ~~that is or may be used for determining the length of an Interest Period~~ ~~or (y~~~~) otherwise, any payment period for interest calculated withreference to such Canadian Benchmark~~~~, as applicable, pursuant to this Agreement as of such date~~~~.~~

~~“Canadian Benchmark” means,initially,~~ ~~CDOR; provided that if a replacement of the Canadian Benchmark has occurred pursuant to this Section titled“~~~~Canadian Benchmark Replacement~~~~”, then“Canadian Benchmark” means the applicable Canadian Benchmark Replacement to the extent that such Canadian Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Canadian Benchmark” shall include, asapplicable, the published component used in the calculation thereof~~~~.~~

~~“Canadian BenchmarkReplacement”~~~~, means, for any Canadian Available Tenor:~~

~~(1)~~	~~For purposes of Section 2.12.1, the first alternative set forth below thatcan be determined by the Lenders:~~
~~(a)~~	~~the sum of: (i) Term CORRA and (ii) 0.29547% (29.547 basis points) fora Canadian Available Tenor of one-month’s duration, and 0.32138% (32.138 basis points) for a Canadian Available Tenor of three-months’ duration, or~~
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~~(b)~~	~~the sum of: (i) Daily Compounded CORRA and (ii) 0.29547% (29.547 basispoints) for a Canadian Available Tenor of one-month’s duration, and 0.32138% (32.138 basis points) for a Canadian Available Tenor of three-months’ duration; and~~
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~~(2)~~	~~For purposes of Section 2.12.2, the sum of (a~~~~) the alternate benchmark rate~~ ~~and~~ ~~(b) an adjustment~~ ~~(which may be a positive ornegative value or zero)~~~~, in each case, that has been selected by the Lenders and the Borrowers as the replacement for such Canadian Available Tenor of such Canadian Benchmark~~ ~~giving due consideration to~~ ~~any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Canadian Governmental Body, forCanadian Dollar-denominated syndicated credit facilities at such time;~~
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~~provided that, if the~~ ~~Canadian Benchmark Replacement~~ ~~as determined pursuant to clause~~ ~~(1) or (2~~~~) above would be less than the Floor, the Canadian Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other FinancingDocuments.~~

~~“Canadian Benchmark Replacement Conforming Changes” means, with respect to any Canadian Benchmark Replacement, any technical, administrative or operationalchanges (including changes to the definition of “~~~~CDOR”, “Canadian Prime Rate,” the definition of “BusinessDay,”~~ ~~the definition of “InterestPeriod~~~~,”~~ ~~timing and frequency of~~ ~~determining rates and making payments of interest, timing of~~ ~~borrowingrequests~~ ~~or~~ ~~prepayment, conversion or continuationnotices, the applicability and length of lookback~~ ~~periods, the applicability of~~ ~~breakage provisions,~~ ~~and other technical, administrative or operationalmatters) that the~~ ~~Lenders decide~~ ~~may be appropriate to reflect the adoption and implementation of~~ ~~suchCanadian Benchmark Replacement and to permit the administration thereof by the Lenders in a manner substantially consistent with market practice (or, if the Lenders decide~~ ~~that adoption of any portion of such market practice is not administratively feasible or if the~~ ~~Lenders determine that no market practice for the administration of such Canadian Benchmark Replacement~~ ~~exists, in such other manner of~~ ~~administration as the~~ ~~Lenders decide~~ ~~is reasonably necessary in connection with theadministration of this Agreement and the other Financing Documents).~~

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~~“Canadian Benchmark~~ ~~Transition Event~~~~” means, with respect to anythen-current~~ ~~Canadian Benchmark other than CDOR, the occurrence of~~ ~~a public statement or publication of information by or on behalf of the administrator of~~ ~~the then-current Canadian Benchmark, the regulatory supervisor for the administrator of such Canadian Benchmark~~~~, the Bank of Canada, an insolvency official with jurisdiction over the administrator for such Canadian Benchmark, a resolution authority with jurisdiction over theadministrator for such Canadian Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Canadian Benchmark~~~~, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Canadian Available Tenors of such Canadian Benchmark,permanently or indefinitely, provided that, at the time of such~~ ~~statement or publication~~~~, there is no successor administrator that will continue to provide any Canadian Available Tenor of such Canadian Benchmark or (b) all Canadian Available Tenors of suchCanadian Benchmark are or will no longer be representative of the underlying market and economic reality that such Canadian Benchmark is intended to measure and that representativeness will not be restored.~~

~~“CORRA” means the Canadian Overnight RepoRate Average administered and published by the Bank of Canada (or any successor administrator).~~

~~“Daily Compounded CORRA” means, for anyday~~~~, CORRA~~ ~~with interest accruing on a compoundeddaily basis~~~~, with the methodology and conventions for this rate (which will include compounding in arrears with a lookback) being established by theLenders in accordance with the methodology and conventions for this rate selected or recommended by the Relevant Canadian Governmental Body for determining compounded CORRA for business loans; provided that if the Lenders decide that any suchconvention is not administratively feasible for the Lenders, then the Lenders may establish another convention in its reasonable discretion; and provided that if the administrator has not provided or published CORRA and a Canadian BenchmarkTransition Event with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRA will be deemed to be references to the last provided or published CORRA.~~

~~“~~~~Relevant Canadian Governmental Body”~~ ~~means the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successorthereto~~~~.~~

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~~“Term CORRA” means, for the applicablecorresponding tenor, the forward-~~~~looking term rate based on CORRA~~ ~~that has been selected or recommended by the Relevant~~ ~~CanadianGovernmental Body, and that is published by an authorized benchmark administrator and is~~ ~~displayed on a screen or~~ ~~other information service, as identified or~~ ~~selected by the Lenders intheir reasonable discretion~~ ~~at approximately a time and as of a date prior to the commencement of an Interest Period determined by the Lenders in theirreasonable discretion in a manner substantially consistent with market practice.~~

~~“Term CORRA Notice” means the notificationby the Lenders to the Borrowers of the occurrence of a Term CORRA Transition Event.~~

~~“Term CORRA Transition Date” means, in thecase of a Term CORRA Transition Event, the date that is set forth in the Term CORRA Notice provided to the Borrowers, for the replacement of the then-current Canadian Benchmark with the Canadian Benchmark Replacement described in clause(1)(a) of such definition, which date shall be at least thirty (30) Business Days from the date of the Term CORRA Notice.~~

~~“Term CORRA Transition Event” means thedetermination by the Lenders that (a) Term CORRA has been recommended for use by the Relevant Canadian Governmental Body, and is determinable for any Canadian Available Tenor, (b) the administration of Term CORRA is administrativelyfeasible for the Lenders and (c) a Canadian Benchmark Replacement, other than Term CORRA, has replaced CDOR in accordance with Section 2.12.1.~~

2.12.5	Canadian BenchmarkUnavailability Period. Upon the Borrowers’ receipt of<br>notice of the commencement of a Canadian Benchmark Unavailability Period, any Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Loans, which are of the Type that have a rateof interest determined by reference to the then-current Canadian Benchmark, to be made, converted or<br>continued during any Canadian Benchmark Unavailability Period and, failing that, any Borrower will be deemed to have converted any such request into arequest for Loans of or conversion to, (i) for a Canadian Benchmark Unavailability Period in respect of the Term CORRA Reference Rate, Daily Compounded CORRA Loans, and (ii) for a Canadian Benchmark Unavailability Period in respect of aCanadian Benchmark other than the Term CORRA Reference Rate, Canadian Prime Rate Loans
2.13	Increased Costs; Illegality
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2.13.1	If any Change in Law shall:
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(a)	impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance<br>charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lenders; or
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(b)	impose on the Lender or any of its lenders any other condition affecting any cost or charge directly or<br>indirectly incurred by the Lender in connection with a Loan hereunder (including the imposition on the Lender or any of its lenders of, or any
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change to, any Tax or other charge with respect to its or their~~CDOR~~CORRA Loans or SOFR Loans or participation therein, or its obligation to make ~~CDOR~~CORRA Loans or SOFR Loans);

2.13.2	If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of<br>reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the<br>Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered.
2.13.3	A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender as specified<br>in Sections 2.13.1 or 2.13.2 shall be delivered to the Borrowers, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, absent<br>manifest error, be prima facie evidence of the amount of such compensation. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof.
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2.13.4	Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.13 shall not<br>constitute a waiver of the Lender’s right to demand such compensation.
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2.13.5	In the event that the Lender shall have determined (which determination shall be reasonably exercised and<br>shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any<br>Applicable Law, then, in any such event, the Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.13.5, the<br>Borrowers’ right to request (by continuation or otherwise), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or<br>if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affected.
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2.14	Payments Generally

The Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest or fees, amounts payable under any of Sections 2.9 or 2.13 or otherwise) prior to 12:00 p.m., Toronto time, on the date when due, in immediately available funds, without set-off or counterclaim except for any deductions or withholdings for any present or future Taxes or similar charges that a Borrower is required to make pursuant to Applicable Law. Any amounts received after such time on any date may, in the discretion of the Lenders, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. The Borrowers shall make payments to the Lenders in accordance with instructions provided by the Lenders to the Borrowers.

2.15	Addition of Borrowers

Any Borrower may elect from time to time to designate another Subsidiary or a subsidiary of Brookfield Renewable Partners L.P. as a Borrower hereunder subject to delivering to the Lenders a signed accession agreement in the form required by the Lenders and from and after the date of such designation, such Person shall for all purposes be a “Borrower” hereunder.

2.16	Withholding Tax.
2.16.1	Any and all payments required to be made by or on behalf of the Borrowers under this Agreement will be made<br>free and clear of, and without deduction or withholding for, or on account of, any present or future Taxes or similar charges (collectively, the “Withholdings”) unless such Withholdings are required to be made under Applicable Law.<br>If a Borrower is so required to deduct or withhold any Withholdings from any amount payable to any Lender:
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(a)	The applicable Borrower will remit the Withholdings to the appropriate taxation authority following its<br>deduction or withholding prior to the date on which penalties attach thereto.
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(b)	Within 30 days after such Withholdings have been remitted, the applicable Borrower will deliver to the<br>applicable Lender evidence satisfactory to such Lender, acting reasonably, that the taxes or charges in respect of which such deduction or withholding was made have been remitted to the appropriate taxation authority.
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2.16.2	If a payment made to any Lender under this Agreement by any Borrower would be subject to U.S. federal<br>withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the IRC, as applicable), such Lender shall deliver to such<br>Borrower at the time or times prescribed by law and at such time or times reasonably requested by such Borrower such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) and such additional<br>
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documentation reasonably requested by such Borrower as may be necessary for it to comply with its obligations under FATCA and to determine that such Lender has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this 2.16.2, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

2.16.3	The Borrowers will pay any and all present or future stamp or documentary taxes or any other taxes or arising<br>from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement to the relevant Governmental Authority in accordance with Applicable Law.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Each Borrower represents and warrants to the Lenders that:

3.1	Organization; Powers

3.2	Authorization; Enforceability

3.3	Governmental Approvals; No Conflicts

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3.4	Financial Information
3.4.1	All financial statements delivered to the Lenders pursuant to this Agreement in respect of a Borrower present<br>fairly, in all material respects, the financial position and results of operations and cash flows of such Borrower as of such dates and for such periods of such financial statements, in accordance with GAAP.
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3.4.2	All written information (including that disclosed in all financial statements) pertaining to the Borrowers that<br>has been made available to the Lenders by any Borrower or any authorized representative of any Borrower, taken as a whole, was, when furnished, complete and correct in all material respects and did not, when furnished, contain any untrue statement<br>of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made.
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3.5	Litigation
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3.6	Compliance with Laws and Agreements

3.7	Taxes

3.8	Pension Plans

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3.9	No Order or Judgments

There are no orders, judgments, award or decrees outstanding against any Borrower or any Subsidiary, or affecting their assets, that would have a Material Adverse Effect.

3.10	Insurance

3.11	Solvency

No Borrower is an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada) or the United States Bankruptcy Code.

3.12	Environmental Matters

3.13	Money Laundering Laws

3.14	Office of Foreign Assets Control

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3.15	Survival of Representations and Warranties

3.16	Deemed Repetition

ARTICLE 4

CONDITIONSPRECEDENT TO LOANS

4.1	Conditions to Borrowings

The obligation of the Lenders to make a Loan on the occasion of any Borrowing (including on the occasion of the initial Borrowings hereunder), is subject to the satisfaction of the following conditions: it being understood that the conditions are included for the exclusive benefit of the Lenders and may be waived in writing in whole or in part by the Lenders at any time:

(a)	the representations and warranties of the Borrowers set forth in this Agreement shall be true and correct on<br>and as of the date of each such Borrowing, as if made on such date unless such representations and warranties expressly refer to a different date;
(b)	at the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall have<br>occurred and be continuing; and
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(c)	the Lenders shall have received a Borrowing Request in the manner and within the time period required by<br>Section 2.3.
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ARTICLE 5

AFFIRMATIVE COVENANTS

Until the expiry or termination of the Credit Facility and the payment in full of all Obligations owing hereunder, the Borrowers covenant and agree with the Lenders that:

5.1	Financial Statements and Other Information

The Borrowers will furnish or cause to be furnished to the Lenders:

5.1.1	at the request of the Lenders, the most recently prepared unaudited financial statements of any Borrower;<br>

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5.1.2	forthwith after a Responsible Officer of a Borrower learns of the existence of a Default or Event of Default,<br>the certificate of such Borrower, signed by a Responsible Officer, specifying the event which constitutes a Default or Event of Default and the steps being taken to cure such Default or Event of Default;
5.1.3	forthwith after a Responsible Officer of a Borrower learns that any representation or warranty is inaccurate in<br>any material respect when made or deemed to have been made, notice thereof;
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5.1.4	forthwith upon receipt thereof, notice to the Lenders of any action, suit or proceeding affecting any Borrower<br>or any Subsidiary that would, if determined adversely, have a Material Adverse Effect and will, from time to time, furnish the Lenders with such information reasonably required by the Lenders with respect to the status of any such action, suit or<br>proceeding; and
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5.1.5	such other information as any Lender may from time to time reasonably request.
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5.2	Existence; Conduct of Business
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Each Borrower will maintain its existence in good standing and conduct its businesses in a prudent manner.

5.3	Timely Payment

The Borrowers will make due and timely payment, as provided for herein, of the principal of all Loans, all interest thereon and all fees and other amounts required to be paid hereunder.

5.4	Books and Records

The Borrowers will at all times keep true and complete financial books and records and accounts in accordance with, to the extent applicable, GAAP.

5.5	Compliance with Laws

5.6	Insurance

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5.7	Operation of Business

5.8	Maintenance of Assets

5.9	Payment of Taxes

5.10	Use of Proceeds

The Borrowers will use the proceeds of all Borrowings obtained under the Credit Facility only for the purposes set out in Section 2.1.2 of this Agreement.

ARTICLE 6

NEGATIVECOVENANTS

Until the termination or expiry of the Credit Facility and the payment in full of all Obligations owing hereunder, the Borrowers covenant and agree with the Lenders that:

6.1	Fundamental Changes

None of the Borrowers (in each case, a “Predecessor”) will enter into any transaction whereby all or substantially all of its assets would become the property of any other Person (a

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“Successor”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale or otherwise, unless:

(a)	no Default or Event of Default will have occurred and remain outstanding and such transaction will not result<br>in the occurrence of any Default or Event of Default; and
(b)	prior to or contemporaneously with the consummation of such transaction the Predecessor and/or the Successor<br>have executed such instruments and delivered such legal opinions as the Lenders reasonably request in forms acceptable to the Lenders acting reasonably, and done such things as are necessary or advisable to establish that upon the consummation of<br>such transaction;
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(i)	the Successor will have assumed all the covenants and obligations of the Predecessor under this Agreement; and<br>
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(ii)	this Agreement will be a valid and binding obligation of the Successor entitling the Lenders, as against the<br>Successor, to exercise all its rights under its Agreement;
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The foregoing will not apply to any transfer of any assets by any Borrower to any other Borrower or any Subsidiary.

ARTICLE 7

EVENTS OFDEFAULT

7.1	Events of Default

If any of the following events (“Events of Default”) occurs:

(a)	the Borrowers fail to pay the Obligations (or any part thereof) on the Maturity Date;
(b)	the Borrowers fail to pay other amount owing hereunder when due and such failure continues unremedied for a<br>period of five Business Days after written notice thereof from any Lender;
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(c)	any representation or warranty made or deemed made by or on behalf of any Borrower hereunder will prove to have<br>been incorrect in any material respect when made or deemed to be made and if such incorrect representation or warranty is not remedied within 15 Business Days after notice thereof from any Lender to the Borrowers;
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(d)	any Borrower fails to observe or perform any other covenant, condition or agreement contained in this Agreement<br>and such failure continues unremedied for a period of 20 Business Days after written notice thereof from any Lender;
(e)	any Borrower:
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(i)	becomes insolvent, or generally does not or becomes unable to pay its debts or meet its liabilities as the same<br>become due, or admits in writing its inability to pay its debts generally, or declares any general moratorium on its indebtedness, or proposes a compromise or arrangement between it and any class of its creditors;
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(ii)	commits an act of bankruptcy under the Bankruptcy and Insolvency Act (Canada), the United States<br>Bankruptcy Code or under analogous foreign law, or makes an assignment of its property for the general benefit of its creditors under such Act or under analogous foreign law, or makes a proposal (or files a notice of its intention to do so) under<br>such Act or under analogous foreign law;
---	---
(iii)	institutes any proceeding seeking to adjudicate it an insolvent, or seeking liquidation, dissolution,<br>winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any other relief, under any federal,<br>provincial or foreign Law in effect on the Effective Date or thereafter arising relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors (including the Bankruptcy andInsolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada), the United States Bankruptcy Code and any applicable corporations legislation) or at common law or in equity, or files an answer admitting the material<br>allegations of a petition filed against it in any such proceeding;
---	---
(iv)	applies for the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager,<br>sequestrator, conservator, custodian, administrator, trustee, liquidator or other similar official for it or any substantial part of its property; or
---	---
(v)	threatens to do any of the foregoing, or takes any action, corporate or otherwise, to approve, effect, consent<br>to or authorize any of the actions described in this Section 7.1(e) or in Section 7.1(f), or otherwise acts in furtherance thereof or fails to act in a timely and appropriate manner in defence thereof;
---	---
(f)	any petition, proposal or notice of intention to file a proposal is filed, application made or other proceeding<br>instituted against or in respect of any Borrower:
---	---

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(i)	seeking to adjudicate it an insolvent;
(ii)	seeking a receiving order against it under the Bankruptcy and Insolvency Act (Canada), the United States<br>Bankruptcy Code or under analogous foreign law;
---	---
(iii)	seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection,<br>moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any other relief under any federal, provincial or foreign Law in effect on the Effective Date or thereafter arising<br>relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors (including the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act<br>(Canada), the United States Bankruptcy Code and any applicable corporations legislation) or at common law or in equity; or
---	---
(iv)	seeking the entry of an order for relief or the appointment of, or the taking of possession by, a receiver,<br>interim receiver, receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator or other similar official for it or any substantial part of its property;
---	---

(g)

any other event occurs which, under the Laws of any applicable jurisdiction, has an effect equivalent to any of the events referred to in either of Sections 7.1(e) or (f) and, if the event is equivalent to the event referred to in (f) (subject to the same provisos), the 60 day grace period will apply as set out in (f);

(h)

any one or more judgments for the payment of borrowed money in an aggregate amount in excess of the Specified Threshold Amount is rendered against any Borrower and such Borrower has not (i) provided for the discharge of such judgment in accordance with its terms within 30 days from the date of entry thereof, or (ii) procured a stay of execution thereof within 30 days from the date of entry thereof and within such period, or such longer period during which execution of such judgment continues to be stayed, appealed such judgment and caused the execution thereof to be stayed during such appeal; provided that if enforcement and/or realization proceedings or similar process are lawfully

---

44 -

commenced in respect thereof in the interim, such grace period will cease to apply;
(i)	any property of any Borrower having a fair market value in excess of the Specified Threshold Amount is seized<br>(including by way of execution, attachment, garnishment, levy or distraint) or any lien thereon securing indebtedness is enforced against such property, or such property has become subject to any charging order or equitable execution of a<br>Governmental Authority, or any writ of execution or distress warrant exists in respect of such property, or any sheriff or other Person becomes lawfully entitled by operation of law or otherwise to seize or distrain upon such property, and in any<br>case such seizure, enforcement, execution, attachment, garnishment, distraint, charging order or equitable execution or other seizure or right, continues in effect and is not released or discharged for more than 30 days or such longer period during<br>which entitlement to the use of such property continues with the affected Borrower and the affected Borrower is contesting the same in good faith and by appropriate proceedings, provided that if the property is removed form the use of the affected<br>Borrower or is sold in the interim, such grace period shall cease to apply;
---	---
(j)	any Borrower shall fail to pay any principal or premium or interest in respect of any indebtedness for borrowed<br>money in an aggregate amount exceeding the Specified Threshold Amount when the same becomes due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable<br>grace period, if any, specified in the agreement or instrument relating to such indebtedness for borrowed money; or
---	---
(k)	this Agreement, at any time for any reason, terminates or ceases to be in full force and effect and a legally<br>valid, binding and enforceable obligation of the Borrowers is declared to be void or voidable or is repudiated, or the validity, binding effect, legality or enforceability hereof or thereof is at any time contested by any Borrower, or any Borrower<br>denies that it has any or any further liability or obligation hereunder or thereunder, or any action or proceeding is commenced to enjoin or restrain the performance or observance by the Borrowers of any material terms hereof or thereof or to<br>question the validity or enforceability hereof or thereof,
---	---

then, and in every such event**,** and at any time thereafter during the continuance of such event or any other such event, the Lenders may, by notice to the Borrowers, take either or both of the following actions, at the same or different times: (i) terminate the availability of the Credit Facility, and thereupon the Credit Facility will terminate immediately, and (ii) declare all Loans and Obligations then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of all Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Borrowers accrued hereunder, will become due and payable immediately, without presentment, demand, protest or

45 -

other notice of any kind except as set forth earlier in this paragraph, all of which are hereby waived by the Borrowers.

7.2	Legal Proceedings

If any Event of Default occurs, the Lenders may, in their discretion, exercise any right or recourse and/or proceed by any action, suit, remedy or proceeding against the Borrowers authorized or permitted by law for the recovery of all the indebtedness and liabilities of the Borrowers to the Lenders and proceed to exercise any and all rights and remedies hereunder, and no such remedy for the enforcement of the rights of the Lenders will be exclusive of or dependent on any other remedy but any one or more of such remedies may from time to time be exercised independently or in combination.

7.3	Non-Merger

The taking of a judgment or judgments or any other action or dealing whatsoever by any Lender in respect of this Agreement will not operate as a merger of any indebtedness of any Borrower to the Lenders or in any way suspend payment or affect or prejudice the rights, remedies and powers, legal or equitable, which the Lenders may have in connection with such liabilities and the surrender, cancellation or any other dealings with any security for such liabilities will not release or affect the liability of any Borrower hereunder.

ARTICLE 8

SUBORDINATION AND DEPOSITS

8.1	Subordination

The Lenders hereby agree as follows:

(a)

the payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the manner set forth in paragraph (b) below, postponed to the repayment in full of all other indebtedness of the Borrowers (or any of them) and all liabilities and obligations of the Borrowers (or any of them) to any holder of such indebtedness of any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise (collectively, the “SeniorDebt”), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior Debt;

(b)

the Lenders may not receive any payment in respect of any Obligations unless, at the time of such payment, all amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt;

---

46 -

(c)	the Lenders shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any<br>property, asset or undertaking of any Borrower in respect of the Obligations;
(d)	the Lenders shall not initiate or prosecute any claim, action or other proceeding challenging the<br>enforceability of any Senior Debt or object to any borrowing under any Senior Debt;
---	---
(e)	the Lenders agree, at the request of any holder of Senior Debt, to execute and deliver to such holder a<br>confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and
---	---
(f)	the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to<br>secure any indebtedness or other obligations.
---	---
8.2	Deposits
---	---

Until the Maturity Date, the Lenders or their nominees may from time to time request to place amounts on deposit with a Borrower or its nominee. If a Borrower or its nominee agrees to accept such a deposit, then the parties agree that the terms set out in Exhibit B will govern such deposit and the parties to such arrangement will execute a Deposit Record substantially in the form of Exhibit B.

ARTICLE 9

MISCELLANEOUS

9.1	Notices

9.1.1	if to the Borrowers:

~~if to Brookfield BRP Holdings (Canada) Inc.:~~

~~BrookfieldBRP Holdings (Canada) Inc.:~~

73 Front Street

Fifth Floor

Hamilton, HM 12 Bermuda

Attention: Jane Sheere

Email: jane.sheere@brookfield.com

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9.1.2	if to the Lenders:

~~if to BEP Subco Inc.:~~

~~BEP SubcoInc.~~

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

Attention: Jennifer Mazin

Email: ~~Jennifer.Mazin@brookfield.com~~jennifer.mazin@brookfield.com

9.2	Waivers

No failure or delay by the Lenders in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. Any waiver of any provision of this Agreement or consent to any departure by the Borrowers therefrom will be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of any Loan will not be construed as a waiver of any Default, regardless of whether any Lender may have had notice or knowledge of such Default at the time.

9.3

Expenses; Indemnity

9.3.1

The Borrowers will pay all reasonable out-of-pocket expenses incurred by the Lenders, including the reasonable fees, charges and disbursements of external counsel for the Lenders in connection with the negotiation and preparation of this Agreement (whether or not the transactions contemplated hereby or thereby will be consummated), the management and administration of Loans and this Agreement (whether or not any Borrowings are made hereunder), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lenders’ rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans.

---

48 -

9.3.2

Each Borrower will indemnify each Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery by the Lenders of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lenders of their obligations hereunder and the consummation of the transactions contemplated hereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (d) any other aspect of this Agreement, and (e) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemnitee.

9.4

Currency Indemnity

---

If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any other Financing Document, it becomes necessary to convert into the currency of such jurisdiction (the “Judgment Currency”) any amount due under this Agreement or under any other Financing Document in any currency other than the Judgment Currency (the “CurrencyDue”), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate of exchange” means the rate at which the Lenders are able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with their normal practice. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of receipt by any Lender of the amount due, the Borrowers will, on the date of receipt by such Lender, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by such Lender on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Lender is the amount then due under this Agreement or such other Financing Document in the Currency Due. If the amount of the Currency Due which a Lender is so able to purchase is less than the amount of the Currency Due originally due to it, the Borrowers shall indemnify and save each Lender harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Lender from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Financing Document or under any judgment or order.

49 -

9.5	Successors and Assigns and Additions of Lenders
9.5.1	The provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their<br>respective successors and assigns permitted hereby, except that no Borrower may, without the prior written consent of the Lenders, assign or otherwise transfer any of its rights or obligations hereunder to any Person other than a Successor pursuant<br>to a transaction that is completed in compliance with Section 6.1.
---	---
9.5.2	A Lender may assign to one or more assignees all or any portion of its rights and obligations under this<br>Agreement at any time upon giving the Borrowers written notice thereof.
---	---
9.5.3	Any Lender may at any time and from time to time add any Person as a Lender hereunder by delivering written<br>notice of such designation to the Borrowers. From and after the delivery of any such written notice by any Lender, each Person that is so designated as a Lender hereunder will be entitled to all rights and benefits of this Agreement and be jointly<br>and severally liable with each other Lender hereunder for the obligations of the Lenders hereunder. The Lenders may designate and appoint one or more of the Lenders or any other Person as their agents under this Agreement for the purposes of<br>receiving all notices and requests to be issued, giving all consents and approvals and receiving all payments to be made to the Lenders hereunder and the Borrowers will be entitled to rely on any such designation and appointment and will be deemed<br>to have discharged their obligations hereunder if such notices and requests are delivered, consents and approvals are obtained and payments are made in accordance with such designations and appointments.
---	---
9.6	Agreement between Lenders
---	---

The Lenders agree that, unless they agree otherwise as between themselves with respect to any Loans or any of their obligations hereunder, the following provisions shall apply to govern their respective rights and obligations as between each other:

(a)	all Loans will be advanced by the Lenders equally, with each of the Lenders advancing its pro rata share<br>of each Loan requested by the Borrowers hereunder;
(b)	notwithstanding Section 9.6(a), each of the Lenders will be jointly and severally liable to the Borrowers<br>for the obligations of the Lenders to advance Loans to the Borrowers hereunder;
---	---
(c)	all payments received by the Lenders (or any of them) in respect of the Obligations (whether from the<br>Borrowers, by the exercise of remedies, by set-off or otherwise) will be applied in the following order of priority:
---	---
(i)	first, to reimburse the Lenders for all unreimbursed expenses and costs incurred by them and indemnification<br>amounts owing to them, with each Lender receiving its pro rata share based on the aggregate of such amounts owing to it;
---	---

50 -

(ii)	second, to pay all accrued but unpaid interest and breakage costs owing to the Lenders, on a pro rata<br>basis based on the respective amounts owing to them;
(iii)	third, to pay all principal owing to the Lenders, on a pro rata basis based on the respective amounts of<br>principal owing to them; and
---	---
(iv)	fourth, to pay any other Obligations owing to the Lenders, on a pro rata basis based on their share of<br>such Obligations; and
---	---
(d)	all decisions will be made by the Lenders unanimously.
---	---
9.7	Amendment and Restatement
---	---

This Agreement amends and restates the Existing Credit Agreement in its entirety on the terms and subject to the conditions set forth herein and shall not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any of such obligations or liabilities. All “Obligations” (as defined in the Existing Credit Agreement) that were outstanding under the Existing Credit Agreement shall be deemed to be Obligations hereunder.

9.8	Survival

All covenants, agreements, representations and warranties made by the Borrowers herein will be considered to have been relied upon by the Lenders and will survive the execution and delivery of this Agreement and the making of any Loans, and all such covenants and agreements will continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Credit Facility has not expired or been terminated other than these amounts claimed or capable of being claimed under sections of this Agreement which by the terms of this Agreement, survive termination of this Agreement. Sections 2.9, 9.3 and 9.8 will survive and remain in full force and effect, regardless of the repayment of the Obligations or the expiration or termination of the Credit Facility or this Agreement or any provision hereof.

9.9	Counterparts; Integration; Effectiveness

This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which will constitute an original, but all of which when taken together will constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Lenders, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement will become effective when it will have been executed by the Lenders and when the Lenders will have received the counterpart hereof which, when taken together, bears the Borrowers’ signatures, and thereafter will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed original counterpart of a signature page of this Agreement by facsimile will be as effective as delivery of a manually executed original counterpart of this Agreement.

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9.10	Severability

9.11	Right of Set Off

If an Event of Default will have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender to or for the credit or the account of any Borrower against any of and all of the obligations of the Borrowers under this Agreement held by such Lender, irrespective of whether or not such Lender will have made any demand under this Agreement and although such obligations may be unmatured. The rights of the Lenders under this section are in addition to other rights and remedies (including other rights of set off) which the Lenders may have.

9.12	Governing Law; Jurisdiction

9.13	Waiver of Jury Trial

9.14	Headings

9.15	Limited Recourse

52 -

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BROOKFIELD BRP HOLDINGS (CANADA) INC.
Per:
	Name:
	Title:
BEP SUBCO INC.
Per:
	Name:
	Title:

A&R Subordinated Credit Agreement – BRPHC / BEP Subco

EXHIBIT A

FORM OF BORROWING REQUEST

Date:****∎ ****

The undersigned, Brookfield BRP Holdings (Canada) Inc. (the “Borrower”), refers to the Amended and Restated Subordinate Credit Agreement made effective as of December 31, 2023, between the undersigned, as a Borrower, and BEP Subco Inc. and the other Persons party thereto as lenders, as Lenders (as amended, supplemented, restated and assigned from time totime, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein will have the meanings assigned to such terms in the Credit Agreement.

The Borrowers hereby gives you notice pursuant to Sections 2.3 of the Credit Agreement that it requests a Borrowing under the Credit Agreement as follows:

(A)	Amount and Interest Period: a<br>∎ SOFR Loan in the amount of~~[~~$~~/Cdn$]~~∎ and with an Interest Period of ∎ months /<br>a CORRA Loan in the amount of Cdn$∎ and with an Interest Period of ∎ months / a U.S. Base Rate Loan in the amount of $∎ / a Canadian Prime Rate Loan in the amount ofCdn$∎.
(B)	Date of Borrowing: ∎
---	---
(C)	Account of the Borrower to which the funds are to be disbursed: ∎<br>
---	---

~~(D)~~ The undersigned confirms having read the provisions of the Credit Agreement which are relevant to the furnishing of this Borrowing Request. The undersigned confirms that the Borrowers have complied with all conditions precedent for the requested Borrowing.

The Borrower hereby certifies that the representations and warranties of the Borrowers set forth in the Credit Agreement are true and correct on and as of the date hereof as if made as of the date hereof, and that no Default or Event of Default exists.

BROOKFIELD BRP HOLDINGS (CANADA) INC.
Per:
	Name:
	Title:

EXHIBIT B

FORM OF DEPOSIT RECORD

∎, 20∎	Toronto

FOR VALUE RECEIVED, ∎ (“Depositee”), having its principal office at ∎, promises to pay on demand to the order of ∎ (“Depositor”), having its principal office at ∎, the Principal Amounts (as defined below) as ~~the~~ Depositor may from time to time advance to ~~the~~ Depositee, together with interest from the date hereof at the Interest Rate (as defined below), calculated and compounded monthly, both before and after maturity, default and judgment and until actual payment, with interest on overdue interest at the same rate.

WHEREAS, ~~the~~ Depositor may make deposits with the Depositee from time to time (each a “Deposit”);

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

WHEN USED HEREIN, the following capitalized terms will have the following meanings:

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to Term SOFR for such calculation plus 0.10% per annum.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York City or Toronto, Canada are authorized or required by law to close and, in connection with Term SOFR, is also not a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“Deposit Date” will be the date of each advance under this Note.

“Deposits” mean, collectively, all Deposits advanced by ~~the~~ Depositor to~~the~~ Depositee from time to time.

“Events of Default” means the occurrence of any of the following, each of which will constitute an Event of Default under this Note:

(a)	~~i.~~ Failure to make any payment of interest or principal on this<br>Note when due, or failure to pay the principal balance of this Note on demand; or
(b)	~~ii.~~ Failure to pay any other amount payable pursuant to this Note when due and<br>payable in accordance with the provisions hereof, with such failure continuing for ten (10) Business Days after Depositor delivers written notice thereof to Depositee; or
---	---
(c)	~~iii.~~ Any default in the performance of the obligations pursuant<br>to Section 3; or
---	---
(d)	~~iv.~~ Any insolvency or bankruptcy of Depositee.<br>
---	---

“Governmental Authority” will mean any nation or government, any federal, state, provincial, local or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Interest Rate” means, with respect to any calendar month, a rate equal to the Adjusted Term SOFR for one month + 0.70% per annum as determined on the Deposit Date and thereafter on the first day of such calendar month, noting that such rate may be revised so as to reflect market terms prior to any deposit being made, based on the deposit rates of at least two commercial banks.

“Material Adverse Effect” will mean any event or condition that has a material adverse effect on the ability of Depositee to repay the principal and interest of the Obligations as they become due.

“Note” means this Deposit Record and “Notes” means, collectively, all such Deposit Records evidencing Deposits advanced by Depositor to Depositee from time to time.

“Obligations” will mean all obligations, liabilities and indebtedness of every nature of Depositee from time to time owing to Depositor under or in connection with this Note and the Deposits (including all Principal Amounts and all interest accrued thereon).

“Payment Dates” will be ∎ and ∎ in each calendar year, commencing on ∎.

“Person” will mean an individual, a corporation, a partnership, an association, a trust, a limited liability company or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Principal Amount” will mean, with respect to any Deposit, the principal amount of such Deposit.

“Requirements of Law” will mean, as to any Person, the charter and by-laws or other organizational or governing documents of such Person, and any law, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Term SOFR” means, for the applicable tenor of one month, the forward looking rate based on SOFR (the “Term SOFR Reference Rate”) on the day (such day, the “Term SOFR Determination Day”) that is two (2) Business Days prior to the first day of the applicable month, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Term SOFR Determination Day, provided, that if Term SOFR determined as provided above shall ever be less than zero, then Term SOFR shall be deemed to be zero.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Depositor in its reasonable discretion).

The Obligations will be due and payable in lawful money of the United States of America as follows:

a. On each Payment Date until this Note is paid in full on demand, Depositee will pay to Depositor all interest then accrued on each Principal Amount at the Interest Rate. Depositee may request, and Depositor may, in its sole discretion, agree that any interest payable by Depositee under this Note will continue to accrue until such date as Depositor may agree to.

b. On demand, but in any event, no later than ∎, Depositee will pay to Depositor the Obligations then outstanding.

c. Amounts due on this Note will be payable, without any counterclaim, setoff or deduction whatsoever except for any withholding taxes that Depositee is required to withhold at law, at the office of Depositor or its agent or designee at the address set forth in the first paragraph of this Note or at such other place as Depositor or its agent or designee may from time to time designate in writing.

d. Depositee acknowledges that the actual recording of amounts advanced and amounts paid on the attached grid schedule shall, in the absence of manifest error, be prima facie evidence of the same; provided that the failure of Depositor to record the same on the grid schedule shall not affect the obligation of the undersigned to pay or repay the amounts advanced by Depositor, together with interest thereon at the Interest Rate.

In order to induce Depositor to make the Deposits, Depositee makes the following representations and warranties as of each Deposit Date. Such representations and warranties, will survive the effectiveness of this Note, the execution and delivery hereof and the making of the Deposits.

a. Depositee (i) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation, (ii) is duly authorized and qualified to do business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the failure to be so qualified and in good standing would not result in a Material Adverse Effect, and (iii) has all powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted or as it is presently proposed to be conducted except where the failure to have the same would not result in a Material Adverse Effect.

b. Depositee has the power and authority to execute, deliver and carry out the terms and provisions of this Note and has taken all necessary action to authorize the execution and delivery on behalf of Depositee and the performance by Depositee hereof. Depositee has duly executed and delivered this Note and this Note constitutes the legal, valid and binding obligation of Depositee, enforceable against Depositee in accordance with its terms.

c. Neither the execution, delivery or performance by Depositee of this Note, nor compliance by Depositee with the terms and provisions hereof, nor the consummation of the transactions contemplated hereby, (i) will contravene any applicable provision of any material law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality that is binding on Depositee or its property, or (ii) will conflict, in any material respect, with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a material default under**,** any agreement to which Depositee is a party or by which it or any of its assets is bound.

Depositee covenants and agrees that so long as the Deposits are outstanding and until payment in full of all of the Obligations, unless Depositor will otherwise give prior written consent:

a. Depositee will at all times maintain its existence and preserve and keep in full force and effect its rights and franchises material to its businesses, except where the loss or termination of such rights and franchises would not have a Material Adverse Effect~~;~~.

b. Depositee will remain qualified to do business and maintain its good standing in each jurisdiction in which the nature of its business and the ownership of its property requires it to be so qualified and in good standing, except where noncompliance would not have a Material Adverse Effect; and

c. Depositee will comply with all Requirements of Law, except where noncompliance would not have a Material Adverse Effect.

Depositee may prepay the Principal Amount of any Deposit in full or in part at any time together with all interest accrued on such prepaid amount.
If Depositee defaults in the payment of any payment that is due on any Payment Date (or such later date as Depositor has agreed pursuant to section 1(a) that such installment is due), then Depositee will pay to Depositor a late payment charge in an amount equal to five percent (5%) of the amount of the installment not paid as aforesaid. Said late charge payments, if payable, will be payable without notice or demand by Depositor, and are independent of and have no effect upon the rights of Depositor under paragraph 1 above.
This Note will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
Depositee will execute and acknowledge (or cause to be executed and acknowledged) and deliver to Depositor all documents, and take all actions, reasonably required by Depositor from time to time to confirm the rights created or now or hereafter intended to be created under this Note, to protect and further the validity and enforceability of this Note, or to otherwise carry out the purposes of the Note and the transactions contemplated hereunder; provided, however, that no such further actions, assurances and confirmations will increase Depositee’s obligations under this Note.
No modification, amendment, extension, discharge, termination or waiver (a “Modification”) of this Note or any provision thereof, nor consent to any departure by Depositee therefrom, will in any event be effective unless the same will be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent will be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly agreed to by Depositor in writing, no Modification will entitle Depositee to any other or future Modification, whether in the same, similar or other circumstances. Depositor does not hereby agree to, nor does ~~the~~ Depositor hereby commit itself to, enter into any Modification.

IN WITNESS WHEREOF, Depositee has caused this Note to be executed and delivered as of the day and year first above written.

∎
By:
	Name:
	Title:

Currency:


| DATE | DEPOSIT<br><br><br>NUMBER | ADVANCES | INTEREST<br>RATE | PRINCIPAL<br>PAYMENTS | UNPAID<br>BALANCE | NOTATION<br>MADE BY |
| --- | --- | --- | --- | --- | --- | --- |
|  | 1 |  |  |  |  |  |

B-1

**EXHIBIT C**

**FORM OF CONFIRMATION OF SUBORDINATION**

| **TO:** | ∎ **and its successors and assigns \(the “Senior Lender”\)** |
| --- | --- |
| **RE:** | **Credit agreement dated as of** ∎ **between** ∎ **\(the “Borrower”\) and the Senior Lender, as amended, modified or supplemented from time to time \(the “Senior CreditAgreement”\)** |
| **AND RE:** | **Amended and Restated Subordinate Credit Agreement made effective as of December 31, 2023 between Brookfield BRP Holdings \(Canada\) Inc., as borrower, and BEP Subco Inc., as lender, as amended, modified or supplemented fromtime to time \(as amended, supplemented, restated and assigned from time to time, the “Subordinate Credit Agreement”\)** |

Pursuant to section 8.1 of the Subordinate Credit Agreement, the undersigned confirms in favour of the Senior Lender that
\(i\) all indebtedness, liabilities and obligations of the Borrower owing from time to time under or pursuant to the Senior Credit Agreement constitutes “**Senior Debt**” for all purposes of the Subordinate Credit Agreement, and
\(ii\) the Senior Lender is entitled to all the rights and benefits of section 8.1 of the Subordinate Credit Agreement in respect of the Senior Debt owing to it from time to time.

All terms that are capitalized but not defined herein have the meanings attributed to such terms in the Subordinate Credit Agreement.

This confirmation is binding upon the undersigned and its successors and assigns, and enures to the benefit of the Senior Lender and its respective successors
and assigns.
 
DATED this   day of ∎.

\[Signature Page Follows\]

| **BEP SUBCO INC.** |  |
| --- | --- |
| Per: |  |
|  | Name: |
|  | Title: |
| Per: |  |
|  | Name: |
|  | Title: |

- 2 -

EX-99.10

**Exhibit 99.10**

**FIRST AMENDING AGREEMENT**

**THIS AGREEMENT** is made as of June 1, 2024,

**B E T W E E N**: ****
 
**BEP SUBCOINC.**
 
\(the “**Borrower**”\)

- and -
 
**BROOKFIELD BRPHOLDINGS \(CANADA\) INC.**
 
\(the “**Lender**”\)

**RECITALS:**

| A. | the parties hereto entered into an amended and restated credit agreement dated December 31, 2023 \(as<br>amended, restated, supplemented, replaced or otherwise modified to the date hereof, collectively the “**Credit Agreement**”\) pursuant to which certain credit facilities were established in favour of the Borrower; |
| --- | --- |
| B. | the parties hereto wish to amend certain terms and conditions of the Credit Agreement as hereinafter set forth.<br> |
| --- | --- |

**NOW THEREFORE** in consideration of the mutual covenants and agreements herein contained and other good and
valuable consideration \(the receipt and sufficiency of which are hereby acknowledged\), the parties hereto agree as follows: ****

| **1.** | **Interpretation** |
| --- | --- |

All capitalized terms used but not defined in this agreement will have the meanings attributed to such terms in the Credit Agreement.

| **2.** | **Amendments** |
| --- | --- |

The Credit Agreement is hereby amended, effective as of the date hereof, to delete the stricken text \(indicated textually in the same manner as
the following example: ~~stricken text~~\) and to add the double-underlined text \(indicated textually in the same
manner as the following example: double-underlined text and
double-underlined text\) as set forth in Schedule A attached
hereto.

| **3.** | **Existing CDOR Loans** |
| --- | --- |

With respect to any “CDOR Loan” as defined in the Existing Credit Agreement outstanding as of the date hereof, such Loan shall
continue until the expiry of the applicable Interest Period, and then on the last day of such Interest Period shall be automatically converted to a CORRA Loan with an Interest Period of one month \(unless a Borrower has delivered a Borrowing Request
to convert such Loan into a CORRA Loan with a different Interest Period\).

| **4.** | **Conditions Precedent to Effectiveness** |
| --- | --- |

This agreement shall become effective upon receipt of a signed counterpart by each party hereto.

| **5.** | **Confirmation of Representations and No Default** |
| --- | --- |

The Borrower represents that no Default has occurred and is continuing and that the representations of the Borrower contained in Article 3 of
the Credit Agreement are true and correct in all material respects as if made on and as of the date hereof, except for \(i\) any representations and warranties that are expressly stated to be made as of a specific date and \(ii\) any
representations and warranties that are already qualified by materiality \(in which case they shall be true and correct in all respects as if made on and as of the date hereof\). The Borrower also represents and warrants that this agreement is a
legal, valid and binding obligation of the Borrower, enforceable against it by the Lender in accordance with its terms except as such enforceability may be subject to \(i\) bankruptcy, insolvency, reorganization, fraudulent conveyance or
transfer, moratorium or similar laws affecting creditors’ rights generally and \(ii\) general principles of equity \(regardless of whether such enforceability is considered in a proceeding at law or in equity\).

| **6.** | **Supplemental** |
| --- | --- |

This agreement is supplemental to the Credit Agreement and the Credit Agreement will henceforth be read in conjunction with this agreement. The
Credit Agreement and this agreement will henceforth be read, interpreted, construed and have effect so far as is practicable as if all the provisions of the Credit Agreement and this agreement were contained in one instrument. For greater certainty,
this agreement shall constitute a Financing Document under the Credit Agreement.

| **7.** | **Ratification** |
| --- | --- |

Except as amended hereby, the Credit Agreement and all of its terms, conditions and obligations are ratified and confirmed.

| **8.** | **Headings** |
| --- | --- |

The headings of the sections of this agreement are inserted for convenience of reference only and will not affect the construction or
interpretation of this agreement.

| **9.** | **Governing Law** |
| --- | --- |

The parties agree that this agreement will be governed by and construed and interpreted in accordance with the laws of the Province of Ontario.

| **10.** | **Counterparts** |
| --- | --- |

This agreement may be executed in counterparts \(and by different parties hereto on different counterparts\), each of which will constitute an
original, but all of which when taken together will constitute a single contract. Delivery of an executed original counterpart of a signature page of this agreement by facsimile or electronic pdf will be as effective as delivery of a manually
executed original counterpart of this agreement.
 
*\[Signature Page Follows\]*

**IN WITNESS WHEREOF** the parties hereto have executed this agreement.

| **BEP SUBCO INC.** |  |
| --- | --- |
| By: | */s/ Jennifer Mazin* |
|  | Name: Jennifer Mazin<br> <br>Title: General Counsel and<br>Corporate Secretary |
| **BROOKFIELD BRP HOLDINGS \(CANADA\) INC.** |  |
| --- | --- |
| By: | */s/ Jennifer Mazin* |
|  | Name: Jennifer Mazin<br> <br>Title: General Counsel and<br>Corporate Secretary |

*\[Signature Page –1^st^ Amendment of ARCA \(BEP Subco / BRPHC\)\]*

**SCHEDULE A**

**AMENDMENTS TO CREDIT AGREEMENT**
 
See
Attached.

Execution Version

**AMENDED AND RESTATED SUBORDINATE CREDIT AGREEMENT**

**between**
 
**BEP SUBCO INC.**
 
**as Borrower**

**and**
 
**BROOKFIELD BRPHOLDINGS \(CANADA\) INC.**
 
**as Lender**

**Effective as of December 31, 2023**

**as amended by afirst amending agreement dated June 1, 2024** ****

**TABLE OF CONTENTS**

|  |  | **Page** |  |
| --- | --- | --- | --- |
| ARTICLE 1 DEFINITIONS |  |  | 1 |
| 1.1 | Defined Terms |  | 1 |
| 1.2 | Terms Generally |  | ~~13~~**19** |
| 1.3 | Accounting Terms; GAAP |  | ~~13~~**19** |
| 1.4 | Time |  | ~~13~~**19** |
| 1.5 | Borrowers Jointly and Severally Liable |  | ~~13~~**19** |
| 1.6 | Borrowers Bound by Delivered Certificates and Notices |  | ~~14~~**20** |
| 1.7 | Currency Equivalents |  | ~~14~~**20** |
| 1.8 | Amount of Credit |  | ~~14~~**20** |
| 1.9 | Divisions |  | ~~14~~**20** |
| 1.10 | Schedules~~;~~**,** Exhibits |  | ~~15~~**20** |
| ARTICLE 2 THE CREDIT FACILITY |  |  | ~~15~~**21** |
| 2.1 | Establishment of Credit Facility |  | ~~15~~**21** |
| 2.2 | Loans and Borrowings |  | ~~15~~**21** |
| 2.3 | Requests for Borrowings |  | ~~15~~**21** |
| 2.4 | Interest |  | ~~16~~**22** |
| 2.5 | Evidence of Debt |  | ~~18~~**24** |
| 2.6 | Termination and Reduction by Lender of Credit Commitment |  | ~~18~~**24** |
| 2.7 | Mandatory Repayments of Excess Drawn Amounts |  | ~~19~~**25** |
| 2.8 | Voluntary Prepayments and Cancellation |  | ~~19~~**25** |
| 2.9 | Breakage Costs |  | ~~19~~**25** |
| 2.10 | Alternate Rate of Interest |  | ~~20~~**26** |
| 2.11 | Benchmark Replacement |  | ~~20~~**26** |
| 2.12 | Canadian Benchmark Replacement |  | ~~22~~**28** |
| 2.13 | Increased Costs; Illegality |  | ~~26~~**33** |
| 2.14 | Payments Generally |  | ~~27~~**35** |
| 2.15 | Addition of Borrowers |  | ~~28~~**35** |
| 2.16 | Withholding Tax |  | ~~28~~**35** |
| ARTICLE 3 REPRESENTATIONS AND WARRANTIES |  |  | ~~29~~**36** |
| 3.1 | Organization; Powers |  | ~~29~~**36** |
| 3.2 | Authorization; Enforceability |  | ~~29~~**36** |
| 3.3 | Governmental Approvals; No Conflicts |  | ~~29~~**36** |
| 3.4 | Financial Information |  | ~~29~~**37** |
| 3.5 | Litigation |  | ~~30~~**37** |
| 3.6 | Compliance with Laws and Agreements |  | ~~30~~**37** |
| 3.7 | Taxes |  | ~~30~~**37** |
| 3.8 | Pension Plans |  | ~~30~~**37** |
| 3.9 | No Order or Judgments |  | ~~30~~**38** |
| 3.10 | Insurance |  | ~~30~~**38** |
| 3.11 | Solvency |  | ~~31~~**38** |
| 3.12 | Environmental Matters |  | ~~31~~**38** |
| 3.13 | Money Laundering Laws | ~~31~~**38** |
| --- | --- | --- |
| 3.14 | Office of Foreign Assets Control | ~~31~~**38** |
| 3.15 | Survival of Representations and Warranties | ~~31~~**39** |
| 3.16 | Deemed Repetition | ~~31~~**39** |
| ARTICLE 4 CONDITIONS PRECEDENT TO LOANS |  | ~~32~~**39** |
| 4.1 | Conditions to Borrowings | ~~32~~**39** |
| ARTICLE 5 AFFIRMATIVE COVENANTS |  | ~~32~~**39** |
| 5.1 | Financial Statements and Other Information | ~~32~~**39** |
| 5.2 | Existence; Conduct of Business | ~~33~~**40** |
| 5.3 | Timely Payment | ~~33~~**40** |
| 5.4 | Books and Records | ~~33~~**40** |
| 5.5 | Compliance with Laws | ~~33~~**40** |
| 5.6 | Insurance | ~~33~~**40** |
| 5.7 | Operation of Business | ~~33~~**41** |
| 5.8 | Maintenance of Assets | ~~34~~**41** |
| 5.9 | Payment of Taxes | ~~34~~**41** |
| 5.10 | Use of Proceeds | ~~34~~**41** |
| ARTICLE 6 NEGATIVE COVENANTS |  | ~~34~~**41** |
| 6.1 | Fundamental Changes | ~~34~~**41** |
| ARTICLE 7 EVENTS OF DEFAULT |  | ~~35~~**42** |
| 7.1 | Events of Default | ~~35~~**42** |
| 7.2 | Legal Proceedings | ~~38~~**46** |
| 7.3 | Non-Merger | ~~38~~**46** |
| ARTICLE 8 SUBORDINATION AND DEPOSITS |  | ~~39~~**46** |
| 8.1 | Subordination | ~~39~~**46** |
| 8.2 | Deposits | ~~39~~**47** |
| ARTICLE 9 MISCELLANEOUS |  | ~~40~~**47** |
| 9.1 | Notices | ~~40~~**47** |
| 9.2 | Waivers | 47 |
| 9.3 | Expenses; Indemnity | ~~41~~**47** |
| 9.4 | Currency Indemnity | 48 |
| 9.5 | Successors and Assigns and Additions of Lenders | ~~42~~**48** |
| 9.6 | Agreement between Lenders | 48 |
| 9.7 | Amendments | ~~43~~**48** |
| 9.8 | Amendment and Restatement | ~~44~~**49** |
| 9.9 | Survival | ~~44~~**50** |
| 9.10 | Counterparts; Integration; Effectiveness | ~~44~~**50** |
| 9.11 | Severability | ~~44~~**51** |
| 9.12 | Right of Set Off | ~~45~~**51** |
| 9.13 | Governing Law; Jurisdiction | ~~45~~**52** |

- ii -

| 9.14 | Waiver of Jury Trial | ~~45~~52 |
| --- | --- | --- |
| 9.15 | Headings | ~~45~~52 |
| 9.16 | Limited Recourse | ~~45~~52 |

Exhibit A FORM OF BORROWING REQUEST

Exhibit B FORM OF DEPOSIT RECORD

Exhibit C FORM OF CONFIRMATION OF SUBORDINATION

- iii -

**AMENDED AND RESTATED SUBORDINATE CREDIT AGREEMENT**

**THIS AMENDED AND RESTATED**
SUBORDINATE **CREDIT AGREEMENT** is made effective as of December 31, 2023, and is entered into between BEP Subco Inc., as the initial Borrower, such Persons as become Borrowers hereunder
from time to time, and Brookfield BRP Holdings \(Canada\) Inc., as Lender.
 
The parties hereto agree as follows:

**ARTICLE 1**
 
**DEFINITIONS**

| **1.1** | **Defined Terms** |
| --- | --- |

As used in this Agreement, the following terms have the meanings specified below:

**“Adjusted Daily Compounded CORRA” means, for purposes of any calculation, the rate per annum equal to \(a\) Daily Compounded CORRA for such calculation plus \(b\) the Daily Compounded CORRA Adjustment.**

**“Adjusted Term CORRA” means, for purposes of any calculation, the rate per annum equal to \(a\) Term CORRA for such calculation plus \(b\) the Term CORRA Adjustment.**

“**Adjusted Term SOFR**” means, for purposes of any calculation, the rate per annum equal to \(a\) Term SOFR for such
calculation plus \(b\) the Term SOFR Adjustment.
 
“**Agreement**” means this amended and restated subordinate **credit** agreement and all schedules and exhibits attached hereto, as amended,
restated or supplemented from time to time.
 
“**Applicable Law**” means, in respect of any Person, property,
transaction, event or other matter, as applicable, all Laws relating or applicable to such Person, property, transaction, event or matter.

“**Applicable Margin**” means, with respect to any Loan, the applicable rate per annum, expressed as a percentage, set forth in
the relevant row of the table below:

| **Type of Loan** | **Applicable Margin** |  |  |
| --- | --- | --- | --- |
| Canadian Prime Rate Loan |  | 0.80 | % |
| U.S. Base Rate Loan |  | 0.80 | % |
| ~~CDOR~~<br>**CORRA** Loan |  | 1.80 | % |
| SOFR Loan |  | 1.80 | % |

“**Authorization**” means, with respect to any Person, any authorization, order, permit,
approval, grant, licence, consent, franchise, privilege, certificate, judgment, writ,

injunction, award, determination, direction, decree, by-law, rule or regulation of any
Governmental Authority having jurisdiction over such Person and legally binding on such Person.
 
“**Available Amount**” means
the amount of the Credit Facility as set out in Section 2.1 as reduced from time to time in accordance with the provisions of this Agreement.

“**Available Tenor**” means, as of any date of determination and with respect to the then-current Benchmark, as applicable,
\(a\) if such Benchmark is a term rate, any tenor for such Benchmark \(or component thereof\) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or \(b\) otherwise, any payment period for interest
calculated with reference to such Benchmark \(or component thereof\) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such
date and not including any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to
Section~~2.11.2~~**2.11.4**.

“**Benchmark**” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with
respect to the Term SOFR Reference Rate or the then-current Benchmark, as applicable, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant
to Section 2.11.1.
 
“**Benchmark Replacement**” means, for any Available Tenor, the first alternative set forth in the
order below that can be determined by the Lender on the applicable Benchmark Replacement Date:

| \(a\) | the sum of: \(i\) Daily Simple SOFR and \(ii\) the related Benchmark Replacement Adjustment; or<br> |
| --- | --- |
| \(b\) | the sum of: \(i\) the alternate benchmark rate that has been selected by the Lender and the Borrowers giving<br>due consideration to \(A\) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or \(B\) any evolving or then-prevailing market convention for<br>determining a benchmark rate as a replacement for the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and \(ii\) the related Benchmark Replacement Adjustment~~.~~**;** |
| --- | --- |

If the Benchmark
Replacement as determined pursuant to clause \(a\) or \(b\) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Financing Documents.

“**Benchmark Replacement Adjustment**” means, with respect to any replacement of the then current Benchmark with an Unadjusted
Benchmark Replacement:

| \(a\) | for purposes of clause \(a\) of the definition of “Benchmark Replacement,” the first alternative<br>set forth in the order below that can be determined by the Lender: \(i\) |
| --- | --- |

- 2 -

| the spread adjustment, or method for calculating or determining such spread adjustment~~,~~ \(which may be a positive or negative value or zero\) as of the<br>time that such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the<br>applicable Corresponding Tenor; or \(ii\) the spread adjustment \(which may be a positive or negative value or zero\) as of the time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a<br>derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and |
| --- |
| \(b\) | for purposes of clause \(b\) of the definition of “Benchmark Replacement,” the spread adjustment,<br>or method for calculating or determining such spread adjustment, \(which may be a positive or negative value or zero\) that has been selected by the Lender and the Borrowers giving due consideration to \(i\) any selection or recommendation of a<br>spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or \(ii\) any evolving or<br>then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated<br>syndicated credit facilities. |
| --- | --- |

“**Benchmark Replacement Conforming Changes**” means, with respect to the
use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes \(including changes to the definition of “U.S. Base Rate~~,~~”
**,** the definition of “Business
Day~~,~~”
**,** the definition of “Interest Period” or any similar or analogous definition \(or the addition of a concept of “interest period”\), timing and frequency of determining
rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operational matters\) that the Lender
decides, in consultation with the Borrowers, may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Lender in a manner substantially consistent with market practice \(or,
if the Lender decides that adoption of any portion of such market practice is not administratively feasible or if the Lender determines that no market practice for the administration of any such rate exists, in such other manner of administration as
the Lender decides, in consultation with the Borrowers, is reasonably necessary in connection with the administration of this Agreement and the other Financing Documents\).

“**Benchmark Replacement Date**” means the earliest to occur of the following events with respect to the then-current Benchmark:

| \(a\) | in the case of clause \(a\) or \(b\) of the definition of “Benchmark Transition Event,” the<br>later of \(i\) the date of the public statement or publication of information |
| --- | --- |

- 3 -

| referenced therein and \(ii\) the date on which the administrator of such Benchmark \(or the published component used in the calculation thereof\) permanently or indefinitely ceases to provide<br>all Available Tenors of such Benchmark \(or such component thereof\); and |
| --- |
| \(b\) | in the case of clause \(c\) of the definition of “Benchmark Transition Event,” the first date on<br>which such Benchmark \(or the published component used in the calculation thereof\) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark \(or such component thereof\) to be non-representative; provided<br>that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause \(c\) and even if any Available Tenor of such Benchmark \(or such component thereof\) continues to be provided on<br>such date. |
| --- | --- |

Notwithstanding anything herein to the contrary, the “Benchmark Replacement Date” will be deemed to
have occurred in the case of clause \(a\) or \(b\) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark \(or the published
component used in the calculation thereof\).
 
“**Benchmark Transition Event**” means the occurrence of one or more of the
following events with respect to the then-current Benchmark:

| \(a\) | a public statement or publication of information by or on behalf of the administrator of such Benchmark \(or the<br>published component used in the calculation thereof\) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark \(or such component thereof\), permanently or indefinitely; provided that, at the time<br>of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark \(or such component thereof\); |
| --- | --- |
| \(b\) | a public statement or publication of information by the regulatory supervisor for the administrator of such<br>Benchmark \(or the published component used in the calculation thereof\), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark \(or such component\), a resolution authority with<br>jurisdiction over the administrator for such Benchmark \(or such component\) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark \(or such component\), which states that the administrator of<br>such Benchmark \(or such component\) has ceased or will cease to provide all Available Tenors of such Benchmark \(or such component thereof\) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor<br>administrator that will continue to provide any Available Tenor of such Benchmark \(or such component thereof\); or |
| --- | --- |
| \(c\) | a public statement or publication of information by or on behalf of the administrator of such Benchmark \(or the<br>published component used in the |
| --- | --- |

- 4 -

| calculation thereof\) or the regulatory supervisor for the administrator of such Benchmark \(or such component thereof\) announcing that all Available Tenors of such Benchmark \(or such component<br>thereof\) are no longer, or as of a specified future date will no longer be, representative or do not, or as a specified future date will not, comply with the International Organization of Securities Commissions \(IOSCO\) Principles for Financial<br>Benchmarks. |
| --- |

Notwithstanding anything herein to the contrary, a “Benchmark Transition Event” will be deemed to have
occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark \(or the published component used in the calculation thereof\).
 
“**Benchmark Unavailability Period**” means, the period \(if any\) \(a\) beginning at the time that a Benchmark Replacement
Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 2.11 and \(b\) ending at the time that a Benchmark
Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 2.11.

“**Borrowers**” means, collectively, BEP Subco Inc. and each Person that agrees to be bound hereunder as a Borrower hereunder
pursuant to Section 2.15.
 
“**Borrowing**” means any availment of the Credit Facility and includes a rollover or
conversion of any outstanding Loan.
 
“**Borrowing Request**” means a request by any Borrower for a Borrowing pursuant to
Section 2.3.
 
“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Toronto,
Ontario or New York, New York are authorized or required by Applicable Law to remain closed and, **\(a\)** in the case of any SOFR Loan, is also not a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for
purposes of trading in United States government securities and \(b\) for the **limited purpose of calculating Term CORRA orDaily Compounded CORRA in respect of any CORRA Loan, “Business Day” shall only include any day that is not a Saturday, Sunday or any day on which commercial banks are authorized by Applicable Law or required to close in Toronto,Ontario.**
 
**“Canadian Available Tenor” means, as of any date of determination and with respect to the then-current CanadianBenchmark, as applicable, \(a\) if the then current Canadian Benchmark is a term rate, any tenor for such Canadian Benchmark \(or component thereof\)** **that is or may be used fordetermining the length of an Interest Period**
**pursuant to this Agreement or\(b****\) otherwise, any payment period for interest calculated with reference to such CanadianBenchmark** **\(or component thereof\) that is or may beused for determining any frequency of making payments of**

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**interest calculated with reference to such Canadian Benchmark pursuant to this Agreement, in each case, as of suchdate and not including, for the avoidance of doubt, any tenor for such Canadian Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.12.4**.

**“CanadianBenchmark” means, initially,** **the Term CORRA Reference Rate or Daily Compounded CORRA, as the case may be;provided that if a Canadian Benchmark Transition Event has occurred with respect to the Term CORRA Reference Rate, Daily Compounded CORRA, or the then-current Canadian Benchmark, then “Canadian Benchmark” means the applicable CanadianBenchmark Replacement to the extent that such Canadian Benchmark Replacement has replaced such prior benchmark rate pursuant to Section2.12.1**.

“**Canadian BenchmarkReplacement**” **** **means, with respect toany Canadian Benchmark Transition Event:**

| **\(a\)** | **where a Canadian Benchmark Transition Eventhas occurred with respect to Term CORRA Reference Rate, Daily Compounded CORRA; and** |
| --- | --- |
| **\(b\)** | **where a Canadian Benchmark Transition Eventhas occurred with respect to a Canadian Benchmark other than the Term CORRA Reference Rate, the sum of: \(i**\)**the alternate benchmarkrate** **that has been selected by the Lender and theBorrowers** **giving due consideration to** **\(A\) anyselection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Canadian Governmental Body or**<br>**\(B\) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Canadian Benchmark for CanadianDollar-denominated syndicated credit facilities and \(ii\) the related Canadian Benchmark Replacement Adjustment.** |
| --- | --- |

**If the Canadian BenchmarkReplacement as determined pursuant to clause \(a\) or \(b****\) above would be less than the Floor, the Canadian BenchmarkReplacement will be deemed to be the Floor for the purposes of this Agreement and the other Financing Documents.**

“
**Canadian Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Canadian Benchmark with aCanadian Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spreadadjustment,** **\(which may be a positive or negative value or zero\)** **** **thathas been selected by the Lender and the Borrowers giving due consideration to \(a\) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such CanadianBenchmark with the applicable Canadian Unadjusted Benchmark Replacement by the Relevant Canadian Governmental Body or \(b\) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating ordetermining such spread adjustment, for the replacement of such Canadian Benchmark with the applicable Canadian**

- 6 -

**Unadjusted BenchmarkReplacement for Canadian Dollar-denominated syndicated credit facilities at such time.**

“
**Canadian Benchmark Replacement Conforming Changes**” means, with
respect to **the use or administration of a CanadianBenchmark or the use, administration, adoption or implementation of** any Canadian Benchmark Replacement,
any technical, administrative or operational changes \(including changes to the definition of
**“Canadian Prime Rate,” the definition of “Business Day,” the definition of “Interest Period” orany similar or analogous definition \(or the addition of a concept of “interest period”\),**
timing and frequency of determining rates and making payments of interest, timing of**Borrowings** or prepayment, conversion or continuation notices, the applicability and length of lookback
periods, the applicability of **Section 2.12** and other technical, administrative or operational matters\) that the **Lender decides** may be appropriate to reflect the adoption and implementation of **any such rate or to permit the use and administration thereof by the Lender in a manner substantially consistent withmarket practice \(or, if the Lender decides** that
adoption of any portion of such market practice is not administratively feasible or if the
**Lender determines that no market practice for the administration of any such rate** exists, in such other manner of administration as the **Lenderdecides** is reasonably necessary in connection with the administration of this Agreement and the other
Financing Documents\).

**“CanadianBenchmark** **Replacement Date” means, the earliest to occur of the following events with respect tothe then-current Canadian Benchmark:**

| **\(a\)** | **in the case of clause \(a\) or \(b\) ofthe definition of “Canadian Benchmark Transition Event,” the later of \(i\) the date of the public statement or publication of information referenced therein and \(ii\) the date on which the administrator of such Canadian Benchmark\(or the published component used in the calculation thereof\) permanently or indefinitely ceases to provide all Canadian Available Tenors of such Canadian Benchmark \(or such component thereof\); or** |
| --- | --- |
| **\(b\)** | **in the case of clause \(c\) of thedefinition of “Canadian Benchmark Transition Event,” the first date on which such Canadian Benchmark \(or the published component used in the calculation thereof\) has been determined and announced by the regulatory supervisor for theadministrator of such Canadian Benchmark \(or such component thereof\) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause\(c\) and even if any Canadian Available Tenor of such Canadian Benchmark \(or such component thereof\) continues to be provided on such date.** |
| --- | --- |

**For theavoidance of doubt, the “Canadian Benchmark Replacement Date” will be deemed to have occurred in the case of clause \(a\) or \(b\) with respect to any Canadian Benchmark upon the occurrence of the applicable event or eventsset**

- 7 -

forth therein with respect to all then-current Canadian Available
Tenors of such Canadian Benchmark \(or the published component used in the calculation thereof\).

**“Canadian Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Canadian Benchmark:**

| **\(a\)** | a public statement or publication of information<br>by or on behalf of the administrator of **such Canadian Benchmark \(or the published component used in the calculation thereof\) announcing that suchadministrator has ceased or will cease to provide all Canadian Available Tenors of such Canadian Benchmark \(or such component thereof\), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successoradministrator that will continue to provide any Canadian Available Tenor of such Canadian Benchmark \(or such component thereof\);** |
| --- | --- |
| **\(b\)** | **a public statement or publication ofinformation by the regulatory supervisor for the administrator of such Canadian Benchmark \(or the published component used in the calculation thereof\),**<br>**the Bank of Canada, an insolvency official with jurisdiction over the administrator for such CanadianBenchmark** **\(or such component\)****, a resolution authoritywith jurisdiction over the administrator for such Canadian Benchmark** **\(or such component\)**<br>**or a court or an entity with similar insolvency or resolution authority over the administrator for such CanadianBenchmark** **\(or such component\), which states that the administrator of such Canadian Benchmark \(or such component\) has ceased or will cease to provide allCanadian Available Tenors of such Canadian Benchmark \(or such component thereof\) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any CanadianAvailable Tenor of such Canadian Benchmark \(or such component thereof\); or** |
| --- | --- |
| **\(c\)** | **a public statement or publication ofinformation by the regulatory supervisor for the administrator of such Canadian Benchmark \(or the published component used in the calculation thereof\) announcing that all Canadian Available Tenors of such Canadian Benchmark \(or such componentthereof\) are not, or as of a specified future date will not be, representative.** |
| --- | --- |

**For the avoidance of doubt, a “Canadian Benchmark Transition Event” will be deemed to have occurred with respect to any CanadianBenchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Canadian Available Tenor of such Canadian Benchmark \(or the published component used in the calculationthereof\).**

**“Canadian BenchmarkUnavailability Period” means, the period \(if any\) \(a\) beginning at the time that a Canadian Benchmark Replacement Date has occurred**

- 8 -

**if, atsuch time, no Canadian Benchmark Replacement has replaced the then-current Canadian Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 2.12 and \(b\) ending at the time that a Canadian BenchmarkReplacement has replaced the then-current Canadian Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 2.12**.

“**Canadian Dollars**” and “Cdn$” refer to lawful money of Canada.

“**Canadian Prime Borrowing**” means a Borrowing comprised of one or more Canadian Prime Rate Loans.

“**Canadian Prime Rate**” means, on any day, the annual rate of interest equal to the greater of \(a\) the annual rate of
interest announced by the Canadian Reference Lender and in effect as its prime rate at its principal office in Toronto, Ontario on such day for determining interest rates on Canadian Dollar-denominated commercial loans in Canada, and \(b\)~~the annual rateof~~**Adjusted Term CORRA for an**
interest ~~equal to thesum~~**period** of ~~the~~ one~~-~~ **\(1\)** month ~~CDOR~~ in effect on such day plus 1.0% per annum. **If the Canadian Prime Rate is less than theFloor****, it shall be deemed to be the Floor hereunder.**
 
“**Canadian Prime Rate Loan**” means a Loan denominated in Canadian Dollars which bears interest at a rate based upon
the Canadian Prime Rate.
 
“**Canadian Reference Lender**” means such bank that is listed on Schedule I of the *Bank Act*
\(Canada\) that is selected by the Lenders by giving written notice thereof to the Borrowers.
 
“~~**CDOR**” means with respect to a CDOR Loan, the rate per annum equal to the average per annum rate applicable to Canadian Dollar bankers’ acceptances having anidentical or comparable term as the proposed CDOR Loan displayed and identified as such on the CDOR Page of RBSL, rounded to the nearest 1/100th of 1% \(with .005% being rounded up\), at approximately 10:00 a.m. \(Toronto time\) on the first day of theInterest Period for such CDOR Loan, with a term equivalent to the Interest Period of such CDOR Loan or if such Interest Period is not equal to a number of months, with a term equivalent to the number of months closest to such Interest Period, plus0.10%;~~ ~~provided~~ ~~that if such rate does not appear on the CDOR Page of RBSL on such date as contemplated, then the CDOR on such date shall be calculated as the rate for the term referred toabove applicable to Canadian Dollar bankers’ acceptances quoted by the Canadian Reference Lender as of 10:00 a.m. \(Toronto time\) on such date or, if such date is not a Business Day, then on the immediately preceding Business Day, plus 0.10%. Ifno CDOR is available for a particular Interest Period but CDORs are available for maturities both longer and shorter than such Interest Period, then the CDOR for such Interest Period shall be the CDOR Interpolated Rate plus 0.10%. If CDOR is lessthan the Floor at any time~~~~, it shall be deemed to be the Floor hereunder.~~

- 9 -

~~“**CDOR Borrowing**” means a Borrowing comprisedof one or more CDOR Loans.~~
 
~~“**CDOR Interpolated Rate**” means, in relation to any CDOR Loan and its Interest Period, a rate per annum determined by the Lender \(which determination shallbe conclusive and binding absent manifest error\) to be equal to the rate that results from interpolating on a linear basis between \(a\) the applicable CDOR for the longest period for which a CDOR is available that is shorter than such InterestPeriod and \(b\) the applicable CDOR for the shortest period for which a CDOR is available that is longer than such Interest Period, in each case as of 11:00 a.m., Toronto time on the day two Business Days prior to the first day of such InterestPeriod.~~
 
~~“**CDOR Loan**” means a Loan denominated in Canadian Dollars which bears interest at a rate based upon CDOR~~**Canadian Unadjusted Benchmark Replacement” means the applicable Canadian Benchmark Replacement excluding the relatedCanadian Benchmark Replacement Adjustment**.
 
“**Change inControl**” means the acquisition by any Person other than Brookfield Corporation or its Affiliates \(or any combination thereof\) of Control of any Borrower.

“**Change in Law**” means \(a\) the adoption of any new Law after the date of this Agreement, \(b\) any change in any
existing Law or in the official interpretation or application thereof by any Governmental Authority after the date of this Agreement, or

\(c\) compliance by the Lender or any of its lenders with any request, guideline or directive \(whether or not having the force of law, but in the
case of a request, guideline or directive not having the force of law, being a request, guideline or directive with which Persons customarily, and are expected by the relevant Governmental Authority to, comply and nevertheless considered to be
binding on a Person or such Person’s property\) of any Governmental Authority made or issued after the date of this Agreement.

“**Control**” and similar expressions mean a relationship between two Persons wherein one of such Persons has the power, through
the ownership of Equity Securities, by contract or otherwise, to directly or indirectly direct the management and policies of the other of such Persons, and includes, without limitation: \(a\) in the case of a corporation or a trust, the
ownership, either directly or indirectly through one or more Persons, of Equity Securities of such corporation or trust carrying more than 50% of the votes that may be cast to elect the directors or trustees of such corporation or trust or the
Control of the corporate trustee of such trust, either under all circumstances or under some circumstances that have occurred and are continuing, \(other than Equity Securities held as collateral for a bona fide debt where the holder thereof is not
entitled to exercise the voting rights attached thereto unless a default has occurred\), provided that such votes, if exercised, are sufficient to elect a majority of the directors or trustees of such corporation or trust or corporate trustee; and
\(b\) in the case of a general partnership or limited partnership, the power, through the ownership of Equity Securities, by contract or otherwise, to act as the managing partner appointed in respect of such general partnership or the general
partner appointed in respect of such limited partnership, or to otherwise Control such managing partner or general partner, as applicable.

- 10 -

**“CORRA”**means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada \(or any successor administrator\).

“**CORRABorrowing” means a Term CORRA Borrowing or a Daily Compounded CORRA Borrowing, as applicable.**

**“CORRA Loan”means a Term CORRA Loan or a Daily Compounded CORRA Loan, as applicable.**

“**Corresponding Tenor**” with respect to any Available Tenor means, as applicable, either a tenor \(including overnight\) or an
interest payment period having approximately the same length \(disregarding business day adjustment\) as such Available Tenor.

“**Credit Facility**” means the revolving credit facility established pursuant to Section 2.1.1.

**“****Daily Compounded CORRA**” means, for any day **\(a “Daily CompoundedCORRA** **Rate Day”\), a rate per annum\(****with interest accruing on a compounded daily basis****\) equal to CORRA for the day \(such day, the “Daily Compounded CORRA Determination Day”\), that is five \(5\) Business Daysprior to \(i\) if such Daily Compounded CORRA Rate Day is a Business Day, such Daily Compounded CORRA Rate Day or \(ii\) if such Daily Compounded CORRA Rate Day is not a Business Day, the Business Day immediately preceding such DailyCompounded CORRA Rate Day, in each case, as CORRA is published by the administrator; provided, however, that if as of 5:00 p.m. \(Toronto time\) on any Daily Compounded CORRA Determination Day, CORRA for the applicable tenor has not been published bythe administrator and a Canadian Benchmark Replacement Date with respect to Daily Compounded CORRA has not occurred, then Daily Compounded CORRA will be CORRA as published by the administrator on the first preceding Business Day for which CORRA waspublished by the administrator so long as such first preceding Business Day is not more than three \(3\) Business Days prior to such Daily Compounded CORRA Determination Day; and provided further, that to the extent Daily Compounded CORRA as sodetermined shall, at any time, be less than the Floor, such rate shall be deemed to be Floor for all purposes herein.**

**“Daily CompoundedCORRA Adjustment” means \(a\) a percentage equal to** **0.29547%\(29.547 basis points\) per annum for one-month’s tenor, and \(b\) a**
**0.32138% \(32.138 bps\) per annum for three-months’ tenor.**
 
**“DailyCompounded CORRA Determination Day” has the meaning set forth in the definition of “Daily Compounded CORRA”.**

**“Daily CompoundedCORRA Borrowing” means a Borrowing comprised of one or more Daily Compounded CORRA Loans.**

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**“Daily CompoundedCORRA Loan” means a Loan made by the Lender to a Borrower that bears interest at a rate based on Adjusted Daily Compounded CORRA.**

**“Daily CompoundedCORRA Rate Day” has the meaning set forth in the definition of “Daily Compounded CORRA”.**

“**Daily Simple SOFR**” means, for any day, SOFR, with the conventions for this rate \(which will include a lookback\) being
established by the Lender in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that, if the Lender decides
that any such convention is not administratively feasible for the Lender, then the Lender may establish another convention in its reasonable discretion.

“**Default**” means any event or condition which constitutes an Event of Default or which, upon notice, lapse of time or both,
would, unless cured or waived, become an Event of Default.
 
“**Distribution**” means, with respect to any Person: \(a\) the
retirement, redemption, retraction, purchase or other acquisition of any Equity Securities of such Person for cash or other property of such Person; \(b\) the declaration or payment of any dividend, return of capital or other distribution \(in
cash or other property of such Person\) of, on or in respect of, any Equity Securities of such Person; or \(c\) any other payment or distribution \(in cash or other property of such Person\) of, on or in respect of any Equity Securities of such
Person.
 
“**Dollar Amount**” means at any time with respect to outstanding Loans under the Credit Facility, the aggregate of
\(a\) the amount in Dollars of all Loans that are denominated in Dollars, and \(b\) the Dollar Equivalent at such time of all Loans that are denominated in Canadian Dollars.

“**Dollar Equivalent**” means, at the date of determination, the amount of Dollars that the Lender could purchase, in accordance
with its normal practice, with a specified amount of Canadian Dollars based on the Exchange Rate on such date.
 
“**Dollars**”
and “**$**” refer to lawful money of the United States unless otherwise indicated.
 
**“Effective Date”** means
July 30, 2020, being the date the Credit Facility was first established.
 
“**Environmental Laws**” means all applicable
federal, provincial, local or foreign laws, rules, regulations, codes, ordinances, orders, decrees, judgements, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, having the force of law and
relating to the environment, health and safety, or health protection, including the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling, release, threatened release or disposal of any hazardous or regulated
material.

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“**Equity Securities**” means, with respect to any Person, any and all shares,
units, interests, participations, rights in, or other equivalents \(however designated and whether voting and non-voting\) of, such Person’s capital, whether outstanding on the date hereof or issued after the date hereof, including without
limitation any interest in a partnership, limited partnership or other similar Person and any unit or beneficial interest in a trust, and any and all rights, warrants, options or other rights exchangeable for or convertible into any of the
foregoing.
 
“**Event of Default**” has the meaning specified in Section 7.1.

“**Exchange Rate**” means, on any day, the rate at which Canadian Dollars may be exchanged into Dollars as set forth at
approximately 11:00 a.m. New York City time on such date on the relevant Reuters screen for Canadian Dollars; provided that if such rate does not appear on any Reuters screen on any date, the Exchange Rate shall be determined by reference to such
other publicly available service for displaying exchange rates as may be reasonably selected by the Lender.
 
“**Existing CreditAgreement**” means the subordinate credit agreement between the Lender and the Borrower dated as of July 30, 2020, as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof.

“**FATCA**” means Sections 1471 through 1474 of the IRC, as of the date of this Agreement \(or any amended or successor version
that is substantively comparable and not materially more onerous to comply with\) and any current or future regulations or official interpretations thereof.

“**Federal Funds \(Effective\) Rate**” means, for any period, a fluctuating rate of interest per annum equal for each day during
such period to \(a\) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day \(or, if such day is not a Business Day, for the
next preceding Business Day\) by the NYFRB, or \(b\) if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Lender from three federal funds brokers of
recognized standing selected by it. Notwithstanding the foregoing, if the Federal Funds **\(**Effective**\)** Rate
is less than the Floor, it shall be deemed to be the Floor hereunder.
 
“**Federal Reserve Board**” means the Board of
Governors of the Federal Reserve System of the United States.
 
“**Financing Documents**” means this Agreement and the
Borrowing Requests, together with any other document, instrument or agreement now or hereafter entered into pursuant to or in connection with this Agreement, as such documents, instruments or agreements may be amended, modified or supplemented from
time to time.
 
“**Floor**” means 0.00% per annum.

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“**GAAP**” means generally accepted accounting principles in Canada or the
United States in effect from time to time which, for clarity, will include IFRS.
 
“**Governmental Authority**” means the
Government of Canada or the United States, any other nation or any political subdivision thereof, whether provincial, state, territorial or local, and any agency, authority, instrumentality, regulatory body, court or other ether entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“**Hostile Acquisition**” means a proposed acquisition by any Borrower or any Subsidiary in circumstances in which the Person
subject to such acquisition will not have, as of the date of the acquisition notice in respect of such acquisition, evidenced its agreement or agreement in principle to such acquisition.

“**IFRS**” means the International Financial Reporting Standards as issued by the International Accounting Standards Board and as
in effect from time to time.
 
“**Indemnitee**” has the meaning specified in Section 9.3.2.

“**Interest Payment Date**” means, \(a\) in the case of any Canadian Prime Rate Loan or U.S. Base Rate Loan, the first Business
Day of each month, and \(b\) in the case of any
~~CDOR~~**CORRA** Loan or SOFR Loan, the last day of the Interest Period relating to such Loan, provided that if an Interest Period for
any~~CDOR~~**CORRA** Loan or SOFR Loan exceeds three months **\(to the extent available\)**, then “**Interest Payment Date**” shall also include each date which occurs at each
three month interval during such Interest Period.
 
“Interest Period” means**, \(a\)** with respect to a ~~CDOR Loan or~~ SOFR Loan, the period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, three or six months thereafter or such other periods thereafter as may from time to time be agreed to by the
Borrower ~~requesting such Loan~~ and the Lender; **and \(b\) with respect to a CORRA Loan, the period commencing on the date of such Borrowing and ending on the numerically correspondingday in the calendar month that is one or three months thereafter or such other periods thereafter as may from time to time be agreed to by the Borrower and the Lender;** provided that
\(~~a~~**i**\) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the immediately succeeding Business Day unless such next succeeding Business Day would fall in the
next calendar month, in which case such Interest Period shall end on the next preceding Business Day, \(~~b~~**i**\) any Interest Period pertaining to a SOFR Loan **or CORRA Loan** that commences on the last Business Day of a calendar month \(or on
a day for which there is no numerically corresponding day in the last calendar month of such Interest Period\) shall end on the last Business Day of the last calendar month of such Interest Period, and \(~~c~~**iii**\) no Interest Period shall extend beyond the Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a converted or continued
Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. No tenor that is subsequently permanently removed as part of any Benchmark Replacement Conforming Changes **or**

- 14 -

**any Canadian Benchmark Replacement Conforming Changes, asapplicable,** shall be available for specification in a Borrowing Request.

“**IRC**” means the Internal Revenue Code of 1986, as amended from time to time.

“**ISDA Definitions**” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or
any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor
thereto.
 
“**Laws**” means all applicable federal, state, provincial, municipal, foreign and international statutes, acts,
codes, ordinances, decrees, treaties, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards or any provisions of the foregoing, and
all policies, practices, directives and guidelines in each case of any Governmental Authority and having the force of law; and “**Law**” means any one or more of the foregoing.

“**Lenders**” means, collectively, Brookfield BRP Holdings \(Canada\) Inc. and each Person that becomes a Lender hereunder from time
to time.
 
“**Loan**” means any SOFR Loan, Canadian Prime Rate Loan,~~CDOR~~**CORRA** Loan or U.S. Base Rate Loan made
by the Lenders to a Borrower pursuant to this Agreement.
 
“**Material Adverse Effect**” means any event, development or
circumstance which has had or would have \(a\) a material adverse effect on the business, assets, properties, operations or financial condition of the Borrowers and their Subsidiaries taken as a whole, or \(b\) a material adverse effect on the
ability of the Borrowers \(taken as a whole\) to perform their obligations under this Agreement.
 
“**Maturity Date**” means the
date that is ten \(10\) years from the Effective Date, unless the Agreement is terminated in accordance with Section 2.6, in which case the Maturity Date shall be the date the Agreement is so terminated.

“**Money Laundering Laws**” has the meaning specified in Section 3.13.

“**NYFRB**” means the Federal Reserve Bank of New York.

“**Obligations** “ means all present and future debts, liabilities and obligations of the Borrowers to the Lenders under this
Agreement, whether absolute or contingent, due or to become due, existing on the Effective Date or thereafter arising, including without limitation with respect to all Loans, and all interest and fees owing hereunder \(including those that accrue
after the commencing by or against any Borrower of any insolvency or similar proceeding\).
 
“**OFAC**” has the meaning
specified in Section 3.14.

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“**OFAC Lists**” has the meaning specified in Section 3.14.

“**Person**” includes any natural person, corporation, company, limited liability company, unlimited liability company, trust,
joint venture, association, incorporated organization, partnership, limited partnership, Governmental Authority or other entity.
 
“~~**RBSL**” means Refinitiv Benchmark Services \(UK\)Limited~~**Relevant Canadian Governmental Body”**means the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successor
thereto.
 
“**Relevant Governmental Body**” means the
Federal Reserve Board or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board or the NYFRB, or any successor thereto.

“**Responsible Officer**” means, in respect of any Person, any director or officer of such Person or the general or managing
partner of such Person.
 
“**Senior Debt**” has the meaning given to that term in Section 8.1\(a\).

“**SOFR**” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such
Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“**SOFR Administrator**” means the NYFRB \(or a successor administrator of the secured overnight financing rate\).

“**SOFR Administrator’s Website**” means the website of the NYFRB, currently at http://www.newyorkfed.org, or any successor
source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.
 
“**SOFRBorrowing**” means a Borrowing comprised of one or more SOFR Loans.
 
“**SOFR Loan**” means a Loan that bears interest
at a rate based on Adjusted Term SOFR, other than pursuant to clause \(c\) of the definition of “U.S. Base Rate”.

“**Specified Threshold Amount**” means, as at any date, the greater of \(a\) $125,000,000 and \(b\) an amount equal to 10%
of the Borrowers’ consolidated equity as at such date.
 
“**Subsidiaries**” means, collectively, the subsidiaries of the
Borrowers, and “**Subsidiary**” means any of them.
 
“**subsidiary**” means, with respect to any Person at any
date, any corporation, limited liability company, partnership, limited partnership, trust or other entity of which securities or other ownership interests representing more than 50% of the combined

- 16 -

voting stock are owned, directly or indirectly, by such Person or by any one or more subsidiaries of such Person.

“**Taxes**” means all present and future taxes, charges, fees, levies, imposts, surtaxes, duties and other assessments, including
all income, sales, use, goods and services, value added, capital, capital gains, alternative, net worth, transfer, profits, withholding, payroll, employer health, excise, real property and personal property taxes, and any other taxes, customs
duties, fees, assessments, or similar charges of any nature, imposed by any Governmental Authority and whether disputed or not.
 
**“Term CORRA” means, for any calculation with respect to a Term CORRA Loan, the Term CORRA Reference Rate for a tenor comparableto the applicable Interest Period on the day \(such day, the “Periodic Term CORRA Determination Day”\) that is two \(2\) Business Days prior to the first day of such Interest Period, as such rate is published by the Term CORRAAdministrator; provided, however, that if as of 1:00 p.m. \(Toronto time\) on any Periodic Term CORRA Determination Day the Term CORRA Reference Rate for the applicable tenor has not been published by the Term CORRA Administrator and a CanadianBenchmark Replacement Date with respect to the Term CORRA Reference Rate has not occurred, then Term CORRA will be the Term CORRA Reference Rate for such tenor as published by the Term CORRA Administrator on the first preceding Business Day forwhich such Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator so long as such first preceding Business Day is not more than three \(3\) Business Days prior to such Periodic Term CORRA Determination Day.Notwithstanding the foregoing, to the extent Term CORRA is less than the Floor at any given time, it shall be deemed to be the Floor.**

**“Term CORRAAdjustment” means \(a\) a percentage equal to 0.29547% \(29.547 basis points\) per annum for one-month’s tenor, and \(b\) a 0.32138% \(32.138 bps\) per annum for three-months’ tenor.**

**“Term CORRAAdministrator” means Candeal Benchmark Administration Services Inc., TSX Inc., or any successor administrator.**

**“Term CORRABorrowing” means a Borrowing comprised of one or more Term CORRA Loans.**

**“Term CORRALoan” means a Loan denominated in Canadian Dollars which bears interest at a rate based upon Adjusted Term CORRA.**

**“Term CORRA ReferenceRate” means the forward-****looking term rate based on CORRA****.**

“**Term SOFR**” means, for the applicable tenor, the Term SOFR Reference Rate on the day \(such day, the “**Term SOFRDetermination Day**”\) that is two \(2\) Business Days prior to the first day of such applicable Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. \(New York City time\) on
any Term SOFR Determination Day the Term SOFR Reference Rate for the

- 17 -

applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the
Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first
preceding Business Day is not more than three \(3\) Business Days prior to such Term SOFR Determination Day, provided, that if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the
Floor.
 
“**Term SOFR Adjustment”** means a percentage equal to 0.10% per annum.

“**Term SOFR Administrator**” means CME Group Benchmark Administration Limited \(CBA\) \(or a successor administrator of the Term
SOFR Reference Rate selected by the Lenders in their reasonable discretion\).
 
“**Term SOFR Reference Rate**” means the
forward-looking term rate based on SOFR.
 
“**Type**”, when used in reference to any Loan or Borrowing, refers to whether such
Loan or Borrowing is a U.S. Base Rate Loan, Canadian Prime Rate Loan, SOFR Loan or ~~CDOR~~**CORRA** Loan or a U.S. Base Rate Borrowing, Canadian Prime
Borrowing, SOFR Borrowing or~~CDOR~~**CORRA** Borrowing, as the case may be.
 
“**Unadjusted Benchmark Replacement**” means the applicable Benchmark Replacement excluding the related Benchmark
Replacement Adjustment.
 
“**U.S. Base Rate**” means, on any day, the annual rate of interest equal to the greater of
\(a\) the annual rate of interest announced by a commercial Canadian or U.S. bank selected by the Lenders and in effect as its base rate at its principal office in Toronto, Ontario on such day for determining interest rates on Dollar-denominated
commercial loans in Canada, \(b\) the Federal Funds \(Effective\) Rate in effect on such day plus 0.50% per annum, and \(c\) the Adjusted Term SOFR for a one-month term in effect on such day plus 1.00%. Any change in the U.S. Base Rate due to a
change in the applicable base rate, the Federal Funds \(Effective\) Rate or such Adjusted Term SOFR shall be effective from and including the effective date of such change in the applicable base rate, the Federal Funds \(Effective\) Rate or such
Adjusted Term SOFR, respectively.
 
“**U.S. Base Rate Borrowing**” means a Borrowing comprised of one or more U.S. Base Rate
Loans.
 
“**U.S. Base Rate Loan**” means a Loan denominated in Dollars which bears interest at a rate based upon the U.S. Base
Rate.
 
“**Withholdings**” has the meaning given to that term in Section 2.16.

- 18 -

| **1.2** | **Terms Generally** |
| --- | --- |

The definitions of terms herein will apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun will
include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” will be deemed to be followed by the phrase “without limitation”. Unless the context requires
otherwise: \(a\) any definition of or reference to any agreement, instrument or other document herein will be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented
or otherwise modified \(subject to any restrictions on such amendments, supplements or modifications set forth herein\); \(b\) any reference herein to any statute or any Section thereof will, unless otherwise expressly stated, be deemed to be a
reference to such statute or Section as amended, restated or re-enacted from time to time; \(c\) any reference herein to any Person will be construed to include such Person’s successors and permitted assigns; \(d\) the words
“herein”, “hereof” and “hereunder”, and words of similar import, will be construed to refer to this Agreement in its entirety and not to any particular provision hereof; \(e\) all references herein to Articles,
Sections and Exhibits will be construed to refer to Articles and Sections of, and Exhibits to, this Agreement; and \(f\) the words “asset” and “property” will be construed to have the same meaning and effect and to refer to
any and all tangible and intangible assets and properties, including cash, securities, accounts and contractual rights.

| **1.3** | **Accounting Terms; GAAP** |
| --- | --- |

Except as otherwise expressly provided herein, all terms of an accounting or financial nature will be construed in accordance with GAAP, as in effect from time
to time.

| **1.4** | **Time** |
| --- | --- |

All time references herein will, unless otherwise specified, be references to local time in Toronto, Ontario, Canada. Time is of the essence of this Agreement.

| **1.5** | **Borrowers Jointly and Severally Liable** |
| --- | --- |

Each Person that becomes a Borrower is jointly and severally liable for all Obligations, including the obligation to pay all amounts owing hereunder to the
Lenders on the dates such amounts are due and on the Maturity Date. Each Borrower agrees that if any of the Obligations are not paid in full when due \(whether at stated maturity, as a mandatory repayment, by acceleration or otherwise\), the Borrowers
will, jointly and severally, promptly pay the same without any demand or notice whatsoever and each Borrower jointly and severally irrevocably and unconditionally accepts joint and several liability with respect to the payment and performance of all
Obligations of each other Borrower, it being the intention of the parties hereto that all Obligations be joint and several obligations of each Borrower without preference or distinction among them. Each Borrower agrees that delivery of funds to any
Borrower under this Agreement shall constitute valuable consideration and reasonably equivalent value to all Borrowers for purposes of binding them and their assets on a joint and several basis for the Obligations hereunder. Each Borrower agrees
that it will not seek payment, directly or indirectly, from any other Borrower through a

- 19 -

claim of indemnity, contribution, subrogation or otherwise until all Obligations have been repaid in full
and the Credit Facility has terminated.

| **1.6** | **Borrowers Bound by Delivered Certificates and Notices** |
| --- | --- |

Each Borrower hereby authorizes each other Borrower to deliver or submit to the Lender on behalf of such Borrower \(and all other Borrowers\) any Borrowing
Request, notice or certificate required or permitted to be delivered or submitted by it or on its behalf hereunder and agrees that it will be bound by, and shall be responsible for any information set forth in any such Borrowing Request, notice or
certificate to the same extent as if such Borrowing Request, notice or certificate had been executed by a Responsible Officer of such Borrower and delivered or submitted by such Borrower.

| **1.7** | **Currency Equivalents** |
| --- | --- |

For purposes of determining \(a\) whether the amount of any Borrowing, together with all other Borrowings then outstanding or to be borrowed at the same
time as such Borrowing, would exceed the Available Amount, \(b\) the unutilized amount of the Credit Facility, and \(c\) the outstanding principal amount of any Borrowing, the outstanding principal amount of any Loan that is denominated in
Canadian Dollars shall be deemed to be the Dollar Equivalent of such amount determined as of the applicable determination date.

| **1.8** | **Amount of Credit** |
| --- | --- |

Any reference herein to the amount of credit outstanding means, at any particular time:

| \(a\) | in the case of a Canadian Prime Rate Loan or ~~CDOR~~**CORRA** Loan, the Dollar Equivalent of the principal amount thereof; and |
| --- | --- |
| \(b\) | in the case of a SOFR Loan or U.S. Base Rate Loan, the principal amount of such Loan. |
| --- | --- |
| **1.9** | **Divisions** |
| --- | --- |

For all purposes of this Agreement, in connection with any division or plan of division under Delaware law \(or any comparable event under a different
jurisdiction’s laws\): \(a\) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the
subsequent Person; and \(b\) if any Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Securities at such time.

| **1.10** | **Schedules~~;~~**,<br> **Exhibits** |
| --- | --- |

The following are the Schedules and Exhibits annexed hereto, incorporated by reference and deemed to be a part
hereof:

- 20 -

| Exhibits: | A | - | Borrowing Request |
| --- | --- | --- | --- |
|  | B | - | Form of Deposit Record |
|  | C | - | Form of Confirmation of Subordination |

 
**ARTICLE 2**

**THE CREDIT FACILITY**

| **2.1** | **Establishment of Credit Facility** |
| --- | --- |
| 2.1.1 | Subject to the terms and conditions set forth herein, the Lenders hereby establish in favour of the Borrowers a<br>Credit Facility in the amount of $1,750,000,000 \(the “**Available Amount**”\) and commit to make Loans to the Borrowers from time to time until the Maturity Date, the aggregate outstanding principal amount of all such Loans not exceeding<br>at any time the Available Amount. Subject to the terms and conditions of this Agreement, the Borrowers may borrow, repay and re-borrow Loans. |
| --- | --- |
| 2.1.2 | Advances under the Credit Facility are to be used by the Borrowers for their general corporate purposes,<br>including as contemplated by Section 9.7, provided that in no event will the Credit Facility be used to finance a Hostile Acquisition without the consent of the Lenders. |
| --- | --- |
| **2.2** | **Loans and Borrowings** |
| --- | --- |

Each Borrowing under the Credit Facility will be comprised of U.S. Base Rate
~~Loans~~**Borrowings**
 or SOFR~~Loans~~**Borrowings** in Dollars**,** or Canadian Prime ~~Rate Loans or CDORLoans~~**Borrowings or CORRA Borrowings** in
Canadian Dollars, as any Borrower may request in accordance herewith.

| **2.3** | **Requests for Borrowings** |
| --- | --- |
| 2.3.1 | To request a Borrowing under the Credit Facility, any Borrower shall notify the Lenders of such request by<br>written Borrowing Request substantially in the form of Exhibit A not later than 11:00 a.m., Toronto time, four \(4\) Business Days before the date of the proposed Borrowing or such shorter period as the Lenders may agree to. Each Borrowing<br>Request shall be irrevocable. The Lenders are entitled to rely upon and act upon any Borrowing Request given or purportedly given by any Borrower, and each Borrower hereby waives the right to dispute the authenticity and validity of any such<br>transaction once the Lenders have advanced funds, based on such Borrowing Request. Each Borrowing Request shall specify the following information: |
| --- | --- |
| \(a\) | the aggregate amount of the requested Borrowing; |
| --- | --- |
| \(b\) | the date of such Borrowing, which shall be a Business Day; |
| --- | --- |
| \(c\) | whether such Borrowing is to be a U.S. Base Rate Borrowing, a SOFR Borrowing, a Canadian Prime Borrowing or a ~~CDOR~~**CORRA** Borrowing; |
| --- | --- |

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| \(d\) | in the case of a~~CDOR~~**CORRA** Borrowing or SOFR Borrowing, the initial Interest Period to be applicable to such Borrowing, which shall be a period<br>contemplated by the definition of the term “Interest Period”; and |
| --- | --- |
| \(e\) | the location and number of the Borrower’s account to which funds are to be disbursed.<br> |
| --- | --- |
| 2.3.2 | Each~~CDOR~~**CORRA** Borrowing and SOFR Borrowing under the Credit Facility initially shall have the Interest Period specified in the applicable<br>Borrowing Request. Thereafter, a Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and elect a new Interest Period therefor. The Borrowers may elect different options with respect to different portions of<br>the affected Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. To make an election pursuant to this Section 2.3.2, a Borrower shall notify the Lenders of such election by delivering a Borrowing<br>Request required under Section 2.3.1 as if the Borrower were requesting a Borrowing to be made on the effective date of such election. Each such Borrowing Request shall be irrevocable. In addition to the information specified in<br>Section 2.3.1, each Borrowing Request shall specify the Loan to which such request applies and, if different options are elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing. If no<br>election is made pursuant to this Section 2.3.2 at the end of an Interest Period applicable to any<br>~~CDOR~~**CORRA** Loan or SOFR Loan, the applicable Borrower shall be deemed to have elected an Interest Period of<br>one month for such ~~CDOR~~**CORRA** Loan or SOFR Loan for the immediately following Interest Period.<br>Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Lenders so notify the Borrowers, then so long as an Event of Default is continuing \(a\) no outstanding Loan may be converted to or<br>continued as a ~~CDOR~~**CORRA** Borrowing or SOFR Borrowing and \(b\) unless repaid,<br>each ~~CDOR~~**CORRA** Loan and SOFR Loan shall be converted to a Canadian Prime Borrowing or U.S. Base Rate<br>Borrowing, respectively, at the end of the then-current Interest Period applicable thereto. |
| --- | --- |
| 2.3.3 | Each~~CDOR~~CORRA Borrowing and SOFR Borrowing will be subject to Sections<br>2.10, **** **2.11** **and2.12~~.~~** |
| --- | --- |
| ~~2.3.4~~ | ~~With respect to any “LIBOR Loan” as defined in the Existing CreditAgreement outstanding as of the date hereof, such Loan shall continue until the expiry of the~~**, as**<br>applicable ~~Interest Period, and then on the last day of such Interest Period shall be automatically converted to a SOFR Loan with an Interest Period of one month \(unless a Borrower has delivered a Borrowing Request toconvert such Loan into a SOFR Loan with a different Interest Period\)~~. |
| --- | --- |
| **2.4** | **Interest** |
| --- | --- |
| 2.4.1 | The Loans under the Credit Facility comprising each U.S. Base Rate Borrowing and Canadian Prime Borrowing shall<br>bear interest \(computed on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be\) at a rate |
| --- | --- |

- 22 -

| per annum equal to the U.S. Base Rate and Canadian Prime Rate, respectively, plus the Applicable Margin from time to time in effect. |
| --- |
| 2.4.2 | The Loans under the Credit Facility comprising each ~~CDOR~~**CORRA** Borrowing shall bear interest \(computed on the basis of ~~the actual number of days in the relevant Interest~~<br>Period over a year of 365 or 366 days~~, as the case may be~~\) at~~CDOR~~**CORRA** for the Interest Period in effect for such ~~CDORLoans~~**CORRA Loan** plus the Applicable Margin from time to time in effect. |
| --- | --- |
| 2.4.3 | The Loans under the Credit Facility comprising each SOFR Borrowing shall bear interest \(computed on the basis<br>of the actual number of days in the relevant Interest Period over a year of 360 days\) at Adjusted Term SOFR for the Interest Period in effect for such SOFR Loans plus the Applicable Margin from time to time in effect. |
| --- | --- |
| 2.4.4 | It is understood and agreed that if at any time after the date hereof the Lender’s cost of borrowing is<br>increased, the Lender will be entitled, after consultation with the Borrowers, to increase the Applicable Margin that is applicable to all or any Types of Loans or Borrowings to reflect the Lender’s increased cost of making such Loans or<br>Borrowings available to the Borrowers. |
| --- | --- |
| 2.4.5 | The applicable U.S. Base Rate, Canadian Prime Rate, Adjusted Term SOFR and<br>~~CDOR~~**CORRA** shall be determined by the Lender, and such determination shall, absent manifest error,<br>constitute *prima facie* evidence thereof. |
| --- | --- |
| 2.4.6 | Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date and upon termination of<br>the Credit Facility, and in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment together with all applicable breakage costs.<br> |
| --- | --- |
| 2.4.7 | All interest hereunder shall be payable for the actual number of days elapsed \(including the first day but<br>excluding the last day\). Any Loan that is repaid on the same day on which it is made shall bear interest for one day. |
| --- | --- |
| 2.4.8 | For the purposes of the *Interest Act* \(Canada\) and disclosure thereunder, whenever any interest or any<br>fee to be paid hereunder or in connection herewith is to be calculated on the basis of any period of time that is less than a calendar year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used<br>multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360, 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The<br>principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement. |
| --- | --- |
| 2.4.9 | If any provision of this Agreement would oblige any Borrower to make any payment of interest or other amount<br>payable to the Lender in an amount or calculated at a rate which would be prohibited by Law or would result in a receipt by the Lender of “interest” at a “criminal rate” \(as such terms are construed under the *Criminal Code*<br>\(Canada\)\), then, notwithstanding such provision, such amount or rate shall be deemed to have been |
| --- | --- |

- 23 -

| adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by the Lender of<br>“interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary \(but only to the extent necessary\), as follows: |
| --- |
| \(a\) | first, by reducing the amount or rate of interest required to be paid to the Lender under this<br>Section 2.4; and |
| --- | --- |
| \(b\) | thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lender<br>which would constitute interest for purposes of Section 347 of the *Criminal Code* \(Canada\). |
| --- | --- |
| 2.4.10 | Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, the Loans will bear<br>interest to the extent permitted by Applicable Law, after as well as before judgment, at a rate per annum equal to 2.0% plus the rate otherwise applicable to such Loans. All other amounts owing under this Agreement will bear interest at an interest<br>rate equal to the one month Adjusted Term SOFR plus 4.0% per annum. |
| --- | --- |
| **2.5** | **Evidence of Debt** |
| --- | --- |
| 2.5.1 | The Lenders shall maintain accounts in which they shall record \(a\) the amount of each Loan made hereunder<br>and the relevant Interest Periods applicable thereto, \(b\) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to such Lender hereunder, and \(c\) the amount of any sum received by such<br>Lender hereunder. |
| --- | --- |
| 2.5.2 | The entries made in the accounts maintained pursuant to Section 2.5.1 shall be *prima facie* evidence<br>\(absent manifest error\) of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay<br>the Loans and all other amounts payable in connection therewith, including interest and fees, in accordance with the terms of this Agreement. |
| --- | --- |
| **2.6** | **Termination and Reduction by Lender of Credit Commitment** |
| --- | --- |
| 2.6.1 | The Lenders may at any time after the fifth anniversary of the Effective Date, upon giving the Borrowers 90<br>days’ prior written notice, terminate their commitments with respect to the Credit Facility and the Borrowers must repay all amounts outstanding under the Credit Facility \(including all interest and fees payable hereunder\) on the termination<br>date that is so elected by the Lenders. |
| --- | --- |
| 2.6.2 | Upon the occurrence of a Change in Control, the Lenders shall have the right to terminate its commitment with<br>respect to the Credit Facility upon giving the Borrowers 90 days’ prior written notice. If the Lenders so terminate the Credit Facility, the Borrowers must repay all amounts outstanding under the Credit Facility \(including all interest and fees<br>payable hereunder\) on the termination date that is so elected by the Lenders. |
| --- | --- |

- 24 -

| 2.6.3 | Unless previously terminated, the commitment of each Lender with respect to the Credit Facility will terminate<br>on the Maturity Date and each Borrower hereby unconditionally jointly and severally promises to pay to the Lenders the then unpaid principal amount of each Loan on the Maturity Date \(or such earlier date that the Loans have been accelerated pursuant<br>to the last paragraph of Section 7.1\) together with all interest accrued thereon and other amounts outstanding under this Agreement. |
| --- | --- |
| **2.7** | **Mandatory Repayments of Excess Drawn Amounts** |
| --- | --- |

If at any time the Lenders determine that the Dollar Amount outstanding under the Credit Facility exceeds the Available Amount, then upon written notice from
the Lenders to such effect, the Borrowers will, within 24 hours, make a prepayment of the Credit Facility in an amount equal to such excess.

| **2.8** | **Voluntary Prepayments and Cancellation** |
| --- | --- |

The Borrowers may, from time to time at their option, prepay any Loan without premium or penalty or permanently reduce the Available Credit of the Credit
Facility, provided that:

| \(a\) | any prepayment or reduction is in a minimum amount of $100,000; |
| --- | --- |
| \(b\) | the Borrowers pay concurrently with any such prepayment all interest accrued on the amount prepaid together<br>with breakage costs, if any, incurred by the Lenders as a result of any such prepayment and that are payable pursuant to Section 2.9; |
| --- | --- |
| \(c\) | the Lenders receive written notice of such prepayment, at least three Business Days prior to the date of such<br>prepayment and specifying the amount and date of such prepayment. Any such notice shall be irrevocable and the Borrowers shall be bound to prepay in accordance with such notice; and |
| --- | --- |
| \(d\) | in the event that the notice provided to the Lenders in accordance with \(c\) above, indicates that the<br>prepaid amount is to permanently prepay the Credit Facility pursuant to this Section 2.8, then the amount prepaid may not be re-borrowed thereunder \(otherwise, the Borrowers will retain the right to re-borrow amounts prepaid in accordance with<br>the terms and conditions of this Agreement\). |
| --- | --- |
| **2.9** | **Breakage Costs** |
| --- | --- |

If \(a\) any Borrower fails to borrow or continue any~~CDOR~~**CORRA** Loan or SOFR Loan on the date specified in any Borrowing Request delivered pursuant hereto, or \(b\) any~~CDOR~~**CORRA** Loan or SOFR Loan is paid for any reason on any day other than on the last day of the Interest Period applicable thereto \(including as a result of an Event of Default or voluntary or mandatory prepayment\),
then the Borrowers will compensate the Lenders for all loss, costs and expenses that the Lenders incur in connection with such event \(including all loss, costs and expenses that the Lender incurs under its own credit facilities\), as determined by
the Lenders. A certificate of a Lender setting forth any amount or amounts that the Lender is entitled to receive pursuant to this Section 2.9 will be delivered to the Borrowers and will, absent manifest error, constitute *prima*

- 25 -

*facie evidence thereof. The Borrowers will pay a Lender the amount shown as due on any such certificate within 30 days after receipt thereof.*

| **2.10** | **Alternate Rate of Interest** |
| --- | --- |

~~If~~**Subject to Section 2.12, if** prior to the commencement of any
Interest Period for a
~~CDOR~~**CORRA**
 Borrowing or SOFR Borrowing:

| \(a\) | the Lenders determine that adequate and reasonable means do not exist for<br>ascertaining ~~CDOR~~**CORRA** or SOFR for such Interest Period; or |
| --- | --- |
| \(b\) | the Lenders determine that~~CDOR~~**CORRA** or SOFR for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining ~~CDOR~~**CORRA** Loans or SOFR Loans included in such Borrowing for such Interest Period; |
| --- | --- |

then the Lenders shall give notice thereof to the Borrowers as promptly as practicable thereafter and, until the Lenders notify the Borrowers that the
circumstances giving rise to such notice no longer exist, \(i\) any Borrowing Request that requests the continuation of any Borrowing as an affected~~CDOR~~**CORRA** Borrowing or a SOFR Borrowing \(as
applicable\) shall be deemed to request conversion to a Canadian Prime Borrowing or U.S. Base Rate Borrowing \(as applicable\), and \(ii\) any Borrowing Request that requests an affected~~CDOR~~**CORRA** Borrowing or SOFR Borrowing \(as
applicable\) shall be made as a Canadian Prime Borrowing or U.S. Base Rate Borrowing \(as applicable\).

| **2.11** | **Benchmark Replacement** |
| --- | --- |
| 2.11.1 | Benchmark Replacement Setting. Notwithstanding anything to the contrary herein or in any other Financing<br>Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then \(x\) if a Benchmark Replacement is determined in accordance with clause \(a\) of the<br>definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Financing Document in respect of such Benchmark setting and<br>subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Financing Document and \(y\) if a Benchmark Replacement is determined in accordance with clause \(b\) of<br>the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Financing Document in respect of any Benchmark setting at or<br>after 5:00 p.m. \(New York City time\) on the fifth \(5th\) Business Day after the date notice of such Benchmark Replacement is provided to the Borrowers without any amendment to, or further action or consent of any other party to, this Agreement<br>or any other Financing Document so long as the Lender has not received, by such time, written notice of objection to such Benchmark Replacement from any Borrower. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be<br>payable on a quarterly basis. |
| --- | --- |

- 26 -

| 2.11.2 | Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark<br>Replacement, the Lender will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Financing Document, any amendments implementing such Benchmark<br>Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Financing Document. |
| --- | --- |
| 2.11.3 | Notices; Standards for Decisions and Determinations. The Lender will promptly notify the Borrowers of<br>\(i\) the implementation of any Benchmark Replacement and \(ii\) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Lender<br>will notify the Borrowers of \(x\) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.11.4 and \(y\) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be<br>made by the Lender pursuant to this Section 2.11, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking<br>any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.11.<br> |
| --- | --- |
| 2.11.4 | Unavailability of Benchmark. Notwithstanding anything to the contrary herein or in any other Financing<br>Document, at any time \(including in connection with the implementation of a Benchmark Replacement\), \(i\) if the then-current Benchmark is a term rate \(including the Term SOFR Reference Rate\) and either \(A\) any tenor for such Benchmark is<br>not displayed on a screen or other information service that publishes such rate from time to time as selected by the Lender in its reasonable discretion or \(B\) the regulatory supervisor for the administrator of such Benchmark has provided a<br>public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Lender may modify the definition of “Interest Period” \(or any similar or analogous definition\) for<br>any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and \(ii\) if a tenor that was removed pursuant to clause \(i\) above either \(A\) is subsequently displayed on a screen or information<br>service for a Benchmark \(including a Benchmark Replacement\) or \(B\) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark \(including a Benchmark Replacement\), then the Lender may modify<br>the definition of “Interest Period” \(or any similar or analogous definition\) for all Benchmark settings at or after such time to reinstate such previously removed tenor. |
| --- | --- |
| 2.11.5 | Conversions or Continuations to Base Rate Loans. Upon the Borrowers’ receipt of notice of the<br>commencement of a Benchmark Unavailability Period, the Borrowers may revoke any pending request for a SOFR Borrowing, or conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and,<br>failing that, the Borrowers will be deemed to have converted any request for a SOFR Borrowing or a conversion to or continuation of a SOFR Borrowing into a request for a Borrowing of or conversion to a U.S. Base Rate Loan. During a Benchmark<br> |
| --- | --- |

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| Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of U.S. Base Rate based upon the then-current Benchmark or such tenor for<br>such Benchmark, as applicable, will not be used in any determination of U.S. Base Rate. |
| --- |
| **2.12** | **Canadian Benchmark Replacement** |
| --- | --- |
| 2.12.1 | Replacing ~~CDOR. On May 16, 2022, RBSL, the administrator of CDOR,announced in a public statement that the calculation and publication of all tenors of CDOR will permanently cease immediately following a final publication on Friday, June 28, 2024. On the date that all Canadian Available Tenors of CDOR haveeither permanently or indefinitely ceased to be provided by RBSL, if~~Future Canadian Benchmarks.<br>**Notwithstanding anything to the contrary herein or in any other Financing Document, if a Canadian Benchmark Transition Event and its related Canadian BenchmarkReplacement Date have occurred prior any setting of** the then~~-~~**-**current Canadian Benchmark ~~is CDOR, the~~**, then \(x\) if a**<br>Canadian Benchmark Replacement **is determined in accordance with clause \(a\) of the definition of “Canadian Benchmark Replacement”for** such Canadian Benchmark **Replacement Date,such** Canadian Benchmark Replacement will replace such Canadian Benchmark for all purposes hereunder and under any Financing Document in respect of~~any~~**such Canadian Benchmark** setting~~of~~ such Canadian Benchmark ~~on such~~ day and ~~all~~<br>subsequent **Canadian Benchmark** settings without any amendment to, or further action or consent of<br>any **other** party to**,** this Agreement or any other Financing<br>Document. If the Canadian Benchmark Replacement is Daily Compounded CORRA, all interest payments will be payable on ~~a quarterlybasis.~~ |
| --- | --- |
| ~~2.12.2~~ | ~~Replacing~~ ~~~~ ~~Future Canadian Benchmarks.~~ ~~Upon the occurrence of~~ and \(y\) if**a** Canadian Benchmark ~~Transition Event, the~~**Replacement is determined in accordance with clause \(b\) of thedefinition of “Canadian Benchmark Replacement” for such** Canadian Benchmark<br>Replacement **Date, such** Canadian Benchmark Replacement will replace ~~the then-current~~**such** Canadian Benchmark for all purposes hereunder and under any Financing Document in respect of any Canadian Benchmark setting at or after 5:00 p.m.<br>\(Toronto time\) on the fifth \(5th\) Business Day after the date notice of such Canadian Benchmark Replacement is provided to the Borrowers by the Lenders without any amendment to, or further action or consent of any other party to, this Agreement<br>or any other Financing Document ~~so long as the Lenders have not received, by such time, written notice of objection to such~~ ~~Canadian Benchmark Replacement~~ ~~from the Borrowers. At any time that the administrator of the then-current Canadian Benchmark has permanently or indefinitely ceased to provide such Canadian Benchmark or such Canadian Benchmark has been announced by theadministrator or the regulatory supervisor for the administrator of such Canadian Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such CanadianBenchmark is intended to measure and that representativeness will not be restored, the Borrowers may revoke any request for a borrowing~~ ~~of, conversion to or continuation of Loans to be made, converted orcontinued~~ ~~that would bear interest by reference to such Canadian Benchmark until~~ ~~the Borrowers’ receipt of notice~~<br>~~from the Lenders that a~~ ~~Canadian Benchmark Replacement~~ ~~has replaced~~<br> |
| --- | --- |

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| ~~such Canadian Benchmark, and, failing that, the Borrowers will be deemed to have converted any such request into a request for a borrowing of or conversion toCanadian Prime Borrowings. During the period referenced in the foregoing sentence, the component of Canadian Prime Rate based upon the Canadian Benchmark will not be used in any determination of Canadian Prime Rate~~**.** **If the Canadian Benchmark Replacement is Daily Compounded CORRA, all interestpayments will be payable on** **** the last day of each Interest<br>Period. |
| --- |
| **2.12.2** | ~~2.12.3~~ **Canadian Benchmark Replacement Conforming Changes**. In<br>connection with the **use, administration, adoption or** implementation ~~and administration~~ of a Canadian<br>Benchmark Replacement, the Lenders will have the right to make Canadian Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Financing Document, any amendments implementing<br>such Canadian Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement. |
| --- | --- |
| **2.12.3** | ~~2.12.4~~ Notices; Standards for Decisions and Determinations. The Lenders<br>will promptly notify the Borrowers of \(i\) the implementation of any Canadian Benchmark Replacement~~,~~**and** \(ii\)~~any occurrence of a Term CORRA Transition Event, and \(iii\)~~ the effectiveness of any Canadian Benchmark Replacement Conforming Changes **in connection with the use, administration, adoption or implementation of a Canadian Benchmark Replacement. The Lenders will notify the Borrowers of \(x\) the removal or reinstatement of anytenor of a Canadian Benchmark pursuant to Section 2.12.4 and \(y\) the commencement of any Canadian Benchmark Unavailability Period**. Any determination, decision or election that may be made by the Lenders pursuant to this<br>Section~~,~~ **2.12** including any determination with respect to a tenor, rate or adjustment or of the occurrence<br>or non~~-~~**-**occurrence of an event, circumstance or date and any decision to take or refrain from taking any<br>action **or any selection**, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other<br>party ~~hereto~~**to this Agreement or any other Financing Document**, except, in each case, as expressly required<br>pursuant to this Section 2.12. |
| --- | --- |
| **2.12.4** | ~~2.12.5~~ Unavailability of Tenor of Canadian<br>Benchmark. ~~At~~Notwithstanding anything<br>to **the contrary herein or in any** **other Financing Document,at** any time \(including in connection with the implementation of a Canadian Benchmark Replacement\), **\(i\)** if the<br>then~~-~~**-**current Canadian Benchmark is a term rate \(including<br>**the** Term CORRA ~~orCDOR\)~~**Reference Rate\) and either \(A\) any tenor for** such<br>Canadian Benchmark **is not displayed on a screen or other information service that publishes such rate from time to timeas** selected by the Lenders in their reasonable discretion **or\(B\) the regulatory supervisor for the administrator of such Canadian Benchmark has provided a public** statement or publication **of information announcing that any tenor** **for such Canadian Benchmark is notor will not be representative**, then \(i\) the Lenders may **modify the definition of “Interest Period” \(or any similar or analogousdefinition\) for any Canadian Benchmark settings at or after such time to** remove ~~any~~ ~~~~ ~~tenor of~~such ~~Canadian Benchmark that is~~ unavailable or<br>non~~-~~**-**representative ~~for Canadian Benchmark \(including Canadian BenchmarkReplacement\) settings and \(ii\) the Lenders may~~**tenor and \(ii\) if a tenor that was removed pursuant to clause \(i\) above**<br> |
| --- | --- |

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| **either \(A\) issubsequently** displayed on a screen or **information service for aCanadian Benchmark \(including a** Canadian Benchmark Replacement**\)or \(B\) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Canadian Benchmark \(including a** Canadian<br>Benchmark Replacement**\), then the Lenders may modify** the definition of “Interest Period**” \(or any similar or analogousdefinition\) for all Canadian Benchmark settings at or after such time to** reinstate ~~any~~ such previously removed tenor ~~for Canadian Benchmark~~ ~~\(including Canadian Benchmark Replacement\) settings~~. |
| --- |
| ~~2.12.6~~ | ~~Secondary Term CORRAConversion.~~ Notwithstanding anything to the contrary herein or in any ~~Financing Document and subject to theproviso below in this clause, if a Term CORRA Transition Event and its related Term CORRA Transition Date have occurred, then on and after such Term CORRA Transition Date \(i\) the Canadian Benchmark Replacement described in clause \(1\)\(a\) ofsuch definition will replace the then-current Canadian Benchmark for all purposes hereunder or under any Financing Document in respect of any setting of~~<br>such Canadian Benchmark ~~on such day and all subsequent settings, without any amendment to, or further action or consent of anyother party to, this Agreement or any other Financing Document; and \(ii\) each Loan outstanding on the Term CORRA Transition Date bearing interest based on the then-current Canadian Benchmark shall convert, on the last day of the then-currentinterest payment period, into a Loan bearing interest at the Canadian Benchmark Replacement described in clause~~ ~~\(1\)\(a\) of such definition for the respective Canadian Available Tenor as selected by aBorrower as is available for the then-current Canadian Benchmark; provided that, this Section 2.12.6 shall not be effective unless the Lenders have delivered to the Borrowers a Term CORRA Notice, and so long as the Lenders have not received, by5:00 p.m. \(Toronto time\) on the fifth \(5th\) Business Day after the date of the Term CORRA Notice, written notice of objection to such conversion to Term CORRA from any Borrower.~~ |
| --- | --- |
| ~~2.12.7~~ | ~~Credit Spread Adjustment. The Borrowers and the Lenders agree to amend the creditspread adjustment provided for in the definition of “Canadian Benchmark Replacement” from time to time to give effect to any evolving or then-prevailing market convention with respect to the applicable credit spread adjustment for TermCORRA or Daily Compounded CORRA, including any applicable recommendations made by the Relevant Canadian Governmental Body, for Canadian Dollar-denominated syndicated credit facilities at such time.~~ |
| --- | --- |
| ~~2.12.8~~ | ~~Definitions used in this Section 2.12. The following terms used in thisSection 2.12 have the meanings set out herein:~~ |
| --- | --- |

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~~“**Canadian Available Tenor**” means, as of anydate of determination and with respect to the then-current Canadian Benchmark, as applicable, \(x\) if the then-current Canadian Benchmark is a term rate, any tenor for such Canadian Benchmark~~ ~~that is or may be used for determining the length of an Interest Period~~ ~~or \(y~~~~\) otherwise, any payment period for interest calculated withreference to such Canadian Benchmark~~~~, as applicable, pursuant to this Agreement as of such date~~~~.~~

~~“**Canadian Benchmark**” means,initially,~~ ~~CDOR;~~ ~~provided~~ ~~that if a replacement of the Canadian Benchmark has occurred pursuantto this Section titled “~~~~Canadian BenchmarkReplacement~~~~”, then “Canadian Benchmark” means the applicable Canadian Benchmark Replacement to the extent that such Canadian BenchmarkReplacement has replaced such prior benchmark rate. Any reference to “Canadian Benchmark” shall include, as applicable, the published component used in the calculation thereof~~~~.~~

~~“Canadian Benchmark Replacement”~~~~, means, for any Canadian Available Tenor:~~

| ~~\(1\)~~ | ~~For purposes of Section 2.12.1, the first alternative set forth below thatcan be determined by the Lenders:~~ |
| --- | --- |
| ~~\(a\)~~ | ~~the sum of: \(i\) Term CORRA and \(ii\) 0.29547% \(29.547 basis points\) fora Canadian Available Tenor of one-month’s duration, and 0.32138% \(32.138 basis points\) for a Canadian Available Tenor of three-months’ duration, or~~ |
| --- | --- |
| ~~\(b\)~~ | ~~the sum of: \(i\) Daily Compounded CORRA and \(ii\) 0.29547% \(29.547 basispoints\) for a Canadian Available Tenor of one-month’s duration, and 0.32138% \(32.138 basis points\) for a Canadian Available Tenor of three-months’ duration; and~~ |
| --- | --- |
| ~~\(2\)~~ | ~~For purposes of Section 2.12.2, the sum of \(a~~~~\) the alternate benchmark rate~~ ~~and~~ ~~\(b\) an adjustment~~ ~~\(which may be a positive ornegative value or zero\)~~~~, in each case, that has been selected by the Lenders and the Borrowers as the replacement for such Canadian Available Tenor of such Canadian Benchmark~~ ~~giving due consideration to~~ ~~any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Canadian Governmental Body, forCanadian Dollar-denominated syndicated credit facilities at such time;~~ |
| --- | --- |

~~provided that, if the~~ ~~Canadian Benchmark Replacement~~ ~~as determined pursuant to clause~~ ~~\(1\) or \(2~~~~\) above would be less than the Floor, the Canadian BenchmarkReplacement will be deemed to be the Floor for the purposes of this Agreement and the other Financing Documents.~~

~~“Canadian Benchmark Replacement Conforming Changes”means, with respect to any Canadian Benchmark Replacement, any technical, administrative or operational changes \(including changes to the definition of“~~~~CDOR”, “Canadian Prime Rate,” the definition of “BusinessDay,”~~ ~~the definition of “Interest Period~~~~,”~~ ~~timing andfrequenc~~~~y of determining rates and making payments of interest, timing of~~ ~~borrowing requests~~ ~~orprepayment, conversion or continuation notices, the applicability and length of lookback~~

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~~periods, the applicability of~~ ~~breakage provisions,~~ ~~andother technical, administrative or operational matters\) that the~~ ~~Lenders decide~~ ~~may be appropriate to reflect the adoption and implementation of~~ ~~suchCanadian Benchmark Replacement and to permit the administration thereof by the Lenders in a manner substantially consistent with market practice \(or, if the Lenders decide~~ ~~that adoption of any portion of such market practice is not administratively feasible or if the~~ ~~Lenders determine that no market practice for the administration of such Canadian Benchmark Replacement~~ ~~exists, in such other manner of administration as the~~ ~~Lendersdecide~~ ~~is reasonably necessary in connection with the administration of this Agreement and the other Financing Documents\).~~

~~“**Canadian Benchmark**~~ ~~Transition Event” means, with respect to any then-current Canadian Benchmark other than CDOR, the occurrenceof~~ ~~a public statement or publication of information by or on behalf of the administratorof~~ ~~the then-current Canadian Benchmark, the regulatory supervisor for the administrator of such Canadian Benchmark~~~~, the Bank of Canada, an insolvency official with jurisdiction over the administrator for such Canadian Benchmark, a resolution authority with jurisdiction over theadministrator for such Canadian Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Canadian Benchmark~~~~, announcing or stating that \(a\) such administrator has ceased or will cease on a specified date to provide all Canadian Available Tenors of such Canadian Benchmark,permanently or indefinitely, provided that, at the time of~~ ~~such statement orpublication~~~~, there is no successor administrator that will continue to provide any Canadian Available Tenor of such Canadian Benchmark or \(b\) allCanadian Available Tenors of such Canadian Benchmark are or will no longer be representative of the underlying market and economic reality that such Canadian Benchmark is intended to measure and that representativeness will not berestored.~~
 
~~“CORRA” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada \(or any successor administrator\).~~

~~“**Daily Compounded CORRA**” means, for anyday~~~~, CORRA~~
~~with interest accruing on a compounded daily basis~~~~, with themethodology and conventions for this rate \(which will include compounding in arrears with a lookback\) being established by the Lenders in accordance with the methodology and conventions for this rate selected or recommended by the Relevant CanadianGovernmental Body for determining compounded CORRA for business loans; provided that if the Lenders decide that any such convention is not administratively feasible for the Lenders, then the Lenders may establish another convention in its reasonablediscretion; and provided that if the administrator has not provided or published CORRA and a Canadian Benchmark Transition Event with respect to CORRA has not occurred, then, in respect of any day for which CORRA is required, references to CORRAwill be deemed to be references to the last provided or published CORRA.~~
 
~~“~~~~**Relevant Canadian Governmental Body**” means the Bank ofCanada, or a committee officially endorsed or convened by the Bank of Canada, or any successor thereto~~~~.~~

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~~“**Term CORRA**” means, for the applicablecorresponding tenor, the forward-~~~~looking term rate based on CORRA~~ ~~that has been selected or recommended by the Relevant Canadian Governmental Body, and that is published by an authorized benchmark administrator and is~~ ~~displayed on a screen or~~ ~~other information service, as identified or~~~~selected by the Lenders in their reasonablediscretion~~ ~~at approximately a time and as of a date prior to the commencement of an Interest Period determined by the Lenders in their reasonablediscretion in a manner substantially consistent with market practice.~~
 
~~“**Term CORRA Notice**” means the notification by the Lenders to the Borrowers of the occurrence of a Term CORRA Transition Event.~~

~~“**Term CORRA Transition Date**” means, in thecase of a Term CORRA Transition Event, the date that is set forth in the Term CORRA Notice provided to the Borrowers, for the replacement of the then-current Canadian Benchmark with the Canadian Benchmark Replacement described in clause\(1\)\(a\) of such definition, which date shall be at least thirty \(30\) Business Days from the date of the Term CORRA Notice.~~

~~“**Term CORRA Transition Event**” means thedetermination by the Lenders that \(a\) Term CORRA has been recommended for use by the Relevant Canadian Governmental Body, and is determinable for any Canadian Available Tenor, \(b\) the administration of Term CORRA is administrativelyfeasible for the Lenders and \(c\) a Canadian Benchmark Replacement, other than Term CORRA, has replaced CDOR in accordance with Section 2.12.1.~~

| **2.12.5** | **Canadian Benchmark Unavailability Period.Upon** **the Borrowers’ receipt of notice** **of thecommencement of a Canadian Benchmark Unavailability Period, any Borrower may revoke any pending request for a Borrowing** **of, conversion to or continuationof Loans****, which are of the Type that have a rate of interest determined by reference to the then-current Canadian Benchmark,** **to be made, converted or continued** **during any Canadian BenchmarkUnavailability Period and, failing that, any Borrower will be deemed to have converted any such request into a request for Loans of or conversion to, \(i\) for a Canadian Benchmark Unavailability Period in respect of the Term CORRA ReferenceRate, Daily Compounded CORRA Loans, and \(ii\) for a Canadian Benchmark Unavailability Period in respect of a Canadian Benchmark other than the Term CORRA Reference Rate, Canadian Prime Rate Loans** |
| --- | --- |
| **2.13** | **Increased Costs; Illegality** |
| --- | --- |

2.13.1 If any Change in Law shall:

| \(a\) | impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance<br>charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender or any of its lenders; or |
| --- | --- |
| \(b\) | impose on the Lender or any of its lenders any other condition affecting any cost or charge directly or<br>indirectly incurred by the Lender in connection with a Loan hereunder \(including the imposition on the Lender or any of its lenders of, or any |
| --- | --- |

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| change to, any Tax or other charge with respect to its or their~~CDOR~~**CORRA** Loans or SOFR Loans or participation therein, or its obligation to make ~~CDOR~~**CORRA** Loans or SOFR Loans\); |
| --- |

and
the result of any of the foregoing shall be to increase the cost to the Lender of making, continuing, converting to or maintaining any Loan \(or of maintaining its obligation to make any such Loan\) or to reduce the amount of any sum received or
receivable by the Lender hereunder \(whether of principal, interest or otherwise\), then the Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for such additional costs incurred or reduction suffered.

| 2.13.2 | If the Lender determines that any Change in Law regarding capital requirements has or would have the effect of<br>reducing the Lender’s rate of return with respect to the Loans made by the Lender to a level below that which the Lender would have achieved but for such Change in Law prior to the occurrence of such Change in Law, then from time to time the<br>Borrowers will pay to the Lender such additional amount or amounts as will compensate the Lender for any such reduction suffered. |
| --- | --- |
| 2.13.3 | A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender as specified<br>in Sections 2.13.1 or 2.13.2 shall be delivered to the Borrowers, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate the Lender and shall, absent<br>manifest error, be *prima facie* evidence of the amount of such compensation. The Borrowers shall pay the Lender the amount shown as due on any such certificate within 30 days after receipt thereof. |
| --- | --- |
| 2.13.4 | Failure or delay on the part of the Lender to demand compensation pursuant to this Section 2.13 shall not<br>constitute a waiver of the Lender’s right to demand such compensation. |
| --- | --- |
| 2.13.5 | In the event that the Lender shall have determined \(which determination shall be reasonably exercised and<br>shall, absent manifest error, constitute *prima facie* evidence thereof\) at any time that the making or continuance of any Type of Loan has become unlawful or materially restricted as a result of compliance by the Lender in good faith with any<br>Applicable Law, then, in any such event, the Lender shall give prompt notice \(by telephone and confirmed in writing\) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.13.5, the<br>Borrowers’ right to request \(by continuation or otherwise\), and the Lender’s obligation to make, Loans of that Type shall be immediately suspended and if the affected Type of Loans are then outstanding, the Borrowers shall immediately, or<br>if permitted by Applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lender, convert each such affected Type of Loan into a Type of Loan that is not so affected. |
| --- | --- |

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| **2.14** | **Payments Generally** |
| --- | --- |

The Borrowers shall make each payment required to be made by them hereunder \(whether of principal, interest or fees, amounts payable under any of Sections 2.9
or 2.13 or otherwise\) prior to 12:00 p.m., Toronto time, on the date when due, in immediately available funds, without set-off or counterclaim except for any deductions or withholdings for any present or future Taxes or similar charges that a
Borrower is required to make pursuant to Applicable Law. Any amounts received after such time on any date may, in the discretion of the Lenders, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest
thereon. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for
the period of such extension. The Borrowers shall make payments to the Lenders in accordance with instructions provided by the Lenders to the Borrowers.

| **2.15** | **Addition of Borrowers** |
| --- | --- |

Any Borrower may elect from time to time to designate another Subsidiary or a subsidiary of Brookfield Renewable Partners L.P. as a Borrower hereunder subject
to delivering to the Lenders a signed accession agreement in the form required by the Lenders and from and after the date of such designation, such Person shall for all purposes be a “**Borrower**” hereunder.

| **2.16** | **Withholding Tax** |
| --- | --- |
| 2.16.1 | Any and all payments required to be made by or on behalf of the Borrowers under this Agreement will be made<br>free and clear of, and without deduction or withholding for, or on account of, any present or future Taxes or similar charges \(collectively, the “**Withholdings**”\) unless such Withholdings are required to be made under Applicable Law.<br>If a Borrower is so required to deduct or withhold any Withholdings from any amount payable to any Lender: |
| --- | --- |
| \(a\) | The applicable Borrower will remit the Withholdings to the appropriate taxation authority following its<br>deduction or withholding prior to the date on which penalties attach thereto. |
| --- | --- |
| \(b\) | Within 30 days after such Withholdings have been remitted, the applicable Borrower will deliver to the<br>applicable Lender evidence satisfactory to such Lender, acting reasonably, that the taxes or charges in respect of which such deduction or withholding was made have been remitted to the appropriate taxation authority. |
| --- | --- |
| 2.16.2 | If a payment made to any Lender under this Agreement by any Borrower would be subject to U.S. federal<br>withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA \(including those contained in Section 1471\(b\) or 1472\(b\) of the IRC, as applicable\), such Lender shall deliver to such<br>Borrower at the time or times prescribed by law and at such time or times reasonably requested by such Borrower such documentation prescribed by Applicable Law \(including as prescribed by Section 1471\(b\)\(3\)\(C\)\(i\) of the IRC\) and such additional<br> |
| --- | --- |

- 35 -

| documentation reasonably requested by such Borrower as may be necessary for it to comply with its obligations under FATCA and to determine that such Lender has complied with its obligations under<br>FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this 2.16.2, “FATCA” shall include any amendments made to FATCA after the date of this Agreement. |
| --- |
| 2.16.3 | The Borrowers will pay any and all present or future stamp or documentary taxes or any other taxes or arising<br>from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement to the relevant Governmental Authority in accordance with Applicable Law. |
| --- | --- |

**ARTICLE 3**

**REPRESENTATIONS AND WARRANTIES**

Each Borrower represents and warrants to the Lenders that:

| **3.1** | **Organization; Powers** |
| --- | --- |

It is organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority and holds
all requisite licences, permits, approvals and qualifications necessary to carry on its business as presently conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except
to the extent that the failure to be so qualified would not have a Material Adverse Effect.

| **3.2** | **Authorization; Enforceability** |
| --- | --- |

This Agreement is within its corporate or partnership power and has been authorized by all necessary corporate and other action. This Agreement has been
executed and delivered by it and constitute legal, valid and binding obligations of it, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganisation, moratorium or other Laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

| **3.3** | **Governmental Approvals; No Conflicts** |
| --- | --- |

This Agreement, except for matters that, individually or in the aggregate would not result in a Material Adverse Effect, \(a\) does not require any consent
or approval of, registration or filing with, or any other action by, any Governmental Authority, \(b\) does not violate any Applicable Law or its constating or organizational documents or any order of any Governmental Authority, \(c\) does not
violate in any material way or result in a default under any indenture, agreement or other instrument binding upon it or any of its assets, or give rise to a right thereunder to require any payment to be made by it, and \(d\) does not result in
the creation or imposition of any lien on any of its assets.

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| **3.4** | **Financial Information** |
| --- | --- |
| 3.4.1 | All financial statements delivered to the Lenders pursuant to this Agreement in respect of a Borrower present<br>fairly, in all material respects, the financial position and results of operations and cash flows of such Borrower as of such dates and for such periods of such financial statements, in accordance with GAAP. |
| --- | --- |
| 3.4.2 | All written information \(including that disclosed in all financial statements\) pertaining to the Borrowers that<br>has been made available to the Lenders by any Borrower or any authorized representative of any Borrower, taken as a whole, was, when furnished, complete and correct in all material respects and did not, when furnished, contain any untrue statement<br>of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made. |
| --- | --- |
| **3.5** | **Litigation** |
| --- | --- |

There are no actions, suits or proceedings pending or, to any Borrower’s actual knowledge, threatened against or affecting any Borrower, any of the
Subsidiaries or any of their assets that would, if determined adversely, affect the legality or enforceability of this Agreement or have a Material Adverse Effect.

| **3.6** | **Compliance with Laws and Agreements** |
| --- | --- |

Except for any matters that, individually or in the aggregate, would not result in a Material Adverse Effect, the Borrowers and the Subsidiaries are in
compliance with all Laws applicable to them or their property \(including all labour laws\) and all indentures, agreements and other instruments binding upon them or their property \(including all labour contracts\). Except for any matters that,
individually or in the aggregate, would not result in a Material Adverse Effect, the Borrowers and the Subsidiaries have not violated or failed to obtain any Authorization necessary to the ownership of their property or assets or the conduct of
their businesses.

| **3.7** | **Taxes** |
| --- | --- |

The Borrowers and the Subsidiaries have timely filed or caused to be filed all Tax returns and reports required to have been filed and have paid or caused to
be paid all Taxes required to have been paid \(including all instalments with respect to the current period\) and have made adequate provision for Taxes for the current period, except Taxes which individually or in the aggregate would not have a
Material Adverse Effect.

| **3.8** | **Pension Plans** |
| --- | --- |

All material obligations of the Borrowers and the Subsidiaries \(including fiduciary, funding, investment and administration obligations\) required to be
performed in connection with their pension and benefit plans and the funding agreements therefor have been performed on a timely basis and there are no unfunded or undisclosed liabilities thereunder, except to the extent that the same individually
or in aggregate would not result in a Material Adverse Effect.

- 37 -

| **3.9** | **No Order or Judgments** |
| --- | --- |

There are no orders, judgments, award or decrees outstanding against any Borrower or any Subsidiary, or affecting their assets, that would have a Material
Adverse Effect.

| **3.10** | **Insurance** |
| --- | --- |

Except for any matters which would individually or in aggregate not have a Material Adverse Effect, all policies of fire, liability, workers’
compensation, casualty, flood, business interruption, third party liability, and other forms of insurance owned or held by the Borrowers and the Subsidiaries provide insurance coverage in at least such amounts and against at least such risks \(but
including in any event public liability\) in each case as are usually insured against in the same general area by companies engaged in the same or a similar business for the assets and operations of the Borrowers and the Subsidiaries \(as applicable\).

| **3.11** | **Solvency** |
| --- | --- |

No Borrower is an “insolvent person” within the meaning of the *Bankruptcy and Insolvency Act* \(Canada\) or the United States Bankruptcy Code.

| **3.12** | **Environmental Matters** |
| --- | --- |

Neither the property of the Borrowers and the Subsidiaries, nor the operations conducted thereon violate any applicable order of any Governmental Authority
made pursuant to Environmental Laws, where such violation would result in remedial obligations having a Material Adverse Effect.

| **3.13** | **Money Laundering Laws** |
| --- | --- |

The operations of the Borrowers are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of
the U.S. Currency and Foreign Transactions Reporting Act of 1970, as amended, the *Proceeds of Crime \(Money Laundering\) and Terrorist Financing Act* \(Canada\) and the other applicable money laundering Laws to which they are subject, including
the rules and regulations thereunder \(collectively, the “**Money Laundering Laws**”\) and no action, suit or proceeding by or before any court or governmental agency, authority or body involving any of them with respect to the Money
Laundering Laws is pending, except as disclosed in writing to the Lender or as would not have a Material Adverse Effect.

| **3.14** | **Office of Foreign Assets Control** |
| --- | --- |

None of the Borrowers and none of their respective directors, officers, Subsidiaries, or, to their knowledge, employees is \(a\) a person included in the
Specially Designated Nationals and Blocked Persons Lists \(the “**OFAC Lists**”\), as published from time to time by the Office of Foreign Assets Control of the U.S. Treasury Department \(“**OFAC**”\), or \(b\) currently
subject to any U.S. economic sanctions administered by OFAC.

- 38 -

| **3.15** | **Survival of Representations and Warranties** |
| --- | --- |

The representations and warranties set out in this Article 3 and in any certificate, notice, delivered pursuant to this Agreement will survive the execution
and delivery of this Agreement notwithstanding any investigation or examination that may be made by the Lenders.

| **3.16** | **Deemed Repetition** |
| --- | --- |

The representations and warranties of the Borrowers contained in this Article 3 will be deemed to be repeated on the date of the delivery of each Borrowing
Request and each rollover of a Borrowing as if made on each such date, unless such representations and warranties expressly refer to a different date.

**ARTICLE 4**
 
**CONDITIONSPRECEDENT TO LOANS**

| **4.1** | **Conditions to Borrowings** |
| --- | --- |

The obligation of the Lenders to make a Loan on the occasion of any Borrowing \(including on the occasion of the initial Borrowings hereunder\), is subject to
the satisfaction of the following conditions: it being understood that the conditions are included for the exclusive benefit of the Lenders and may be waived in writing in whole or in part by the Lenders at any time:

| \(a\) | the representations and warranties of the Borrowers set forth in this Agreement shall be true and correct on<br>and as of the date of each such Borrowing, as if made on such date unless such representations and warranties expressly refer to a different date; |
| --- | --- |
| \(b\) | at the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall have<br>occurred and be continuing; and |
| --- | --- |
| \(c\) | the Lenders shall have received a Borrowing Request in the manner and within the time period required by<br>Section 2.3. |
| --- | --- |

**ARTICLE 5**

**AFFIRMATIVE COVENANTS**
 
Until the expiry or
termination of the Credit Facility and the payment in full of all Obligations owing hereunder, the Borrowers covenant and agree with the Lenders that:

| **5.1** | **Financial Statements and Other Information** |
| --- | --- |

The Borrowers will furnish or cause to be furnished to the Lenders:

| 5.1.1 | at the request of the Lenders, the most recently prepared unaudited financial statements of any Borrower;<br> |
| --- | --- |

- 39 -

| 5.1.2 | forthwith after a Responsible Officer of a Borrower learns of the existence of a Default or Event of Default,<br>the certificate of such Borrower, signed by a Responsible Officer, specifying the event which constitutes a Default or Event of Default and the steps being taken to cure such Default or Event of Default; |
| --- | --- |
| 5.1.3 | forthwith after a Responsible Officer of a Borrower learns that any representation or warranty is inaccurate in<br>any material respect when made or deemed to have been made, notice thereof; |
| --- | --- |
| 5.1.4 | forthwith upon receipt thereof, notice to the Lenders of any action, suit or proceeding affecting any Borrower<br>or any Subsidiary that would, if determined adversely, have a Material Adverse Effect and will, from time to time, furnish the Lenders with such information reasonably required by the Lenders with respect to the status of any such action, suit or<br>proceeding; and |
| --- | --- |
| 5.1.5 | such other information as any Lender may from time to time reasonably request. |
| --- | --- |
| **5.2** | **Existence; Conduct of Business** |
| --- | --- |

Each Borrower will maintain its existence in good standing and conduct its businesses in a prudent manner.

| **5.3** | **Timely Payment** |
| --- | --- |

The Borrowers will make due and timely payment, as provided for herein, of the principal of all Loans, all interest thereon and all fees and other amounts
required to be paid hereunder.

| **5.4** | **Books and Records** |
| --- | --- |

The Borrowers will at all times keep true and complete financial books and records and accounts in accordance with, to the extent applicable, GAAP.

| **5.5** | **Compliance with Laws** |
| --- | --- |

The Borrowers will, and will cause the Subsidiaries to, comply with all Laws applicable to them or their property, except where the occurrence of such
non-compliance, individually or in the aggregate, would not result in a Material Adverse Effect. The Borrowers will not directly or indirectly \(a\) lend or contribute by way of equity the proceeds of the Loans to any Person on the OFAC Lists at
the time of such loan or contribution or any Person that is known to the Borrowers as being owned or controlled by a Person on the OFAC Lists at such time, or \(b\) knowingly use or otherwise knowingly make available the proceeds of the Loans to
any subsidiary, joint venture partner or other Person in violation of any of the U.S. economic sanctions administered by OFAC.

| **5.6** | **Insurance** |
| --- | --- |

The Borrowers will, and will cause the Subsidiaries to, maintain or cause to be maintained, with financially sound and reputable insurers, insurance with
respect to their respective properties and

- 40 -

business against such liabilities, casualties, risks and contingencies and in such types \(including business interruption insurance and, to the extent available at commercially reasonable rates,
flood insurance\) and amounts as is customary in the case of Persons engaged in the same or similar businesses, except where the occurrence of such non-compliance, individually or in the aggregate, would not result in a Material Adverse Effect.

| **5.7** | **Operation of Business** |
| --- | --- |

The Borrowers will, and will cause the Subsidiaries to, maintain all necessary licences, approvals and permits and manage and operate their businesses in
compliance in all material respects with all Applicable Laws, except where a failure to so maintain, manage and operate would not result in a Material Adverse Effect.

| **5.8** | **Maintenance of Assets** |
| --- | --- |

The Borrowers will cause their properties and the properties of the Subsidiaries, to be maintained and kept in good condition, repair and working order and
supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their judgment may be necessary so that the business carried on in connection therewith
may be properly and advantageously conducted at all times; provided, however, that nothing will prevent or restrict the sale, abandonment or other disposition of any of such properties or any failure to take any of the foregoing actions where such
action or failure would not result in a Material Adverse Effect.

| **5.9** | **Payment of Taxes** |
| --- | --- |

The Borrowers will, and will cause the Subsidiaries to, on or before the date for payment thereof, pay all Taxes imposed upon them or upon their assets, the
non-payment of which would result in a Material Adverse Effect, except any such Tax that is being contested in good faith and by proper proceedings and as to which appropriate reserves are maintained in accordance with generally accepted accounting
principles.

| **5.10** | **Use of Proceeds** |
| --- | --- |

The Borrowers will use the proceeds of all Borrowings obtained under the Credit Facility only for the purposes set out in Section 2.1.2 of this Agreement.
 
**ARTICLE 6**
 
**NEGATIVECOVENANTS**
 
Until the termination or expiry of the Credit Facility and the payment in full of all Obligations owing hereunder, the Borrowers covenant
and agree with the Lenders that:

| **6.1** | **Fundamental Changes** |
| --- | --- |

None of the Borrowers \(in each case, a “**Predecessor**”\) will enter into any transaction whereby all or substantially all of its assets would
become the property of any other Person \(a

- 41 -

“**Successor**”\) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale or otherwise, unless:

| \(a\) | no Default or Event of Default will have occurred and remain outstanding and such transaction will not result<br>in the occurrence of any Default or Event of Default; and |
| --- | --- |
| \(b\) | prior to or contemporaneously with the consummation of such transaction the Predecessor and/or the Successor<br>have executed such instruments and delivered such legal opinions as the Lenders reasonably request in forms acceptable to the Lenders acting reasonably, and done such things as are necessary or advisable to establish that upon the consummation of<br>such transaction; |
| --- | --- |
| \(i\) | the Successor will have assumed all the covenants and obligations of the Predecessor under this Agreement; and<br> |
| --- | --- |
| \(ii\) | this Agreement will be a valid and binding obligation of the Successor entitling the Lenders, as against the<br>Successor, to exercise all its rights under its Agreement; |
| --- | --- |

\(whereupon such Successor will become a Borrower hereunder,
entitled to exercise every right and power of the Predecessor hereunder with the same effect as if such Successor had been named as a Borrower hereunder, whereupon the Predecessor will be released from all of its covenants and the Obligations\).

The foregoing will not apply to any transfer of any assets by any Borrower to any other Borrower or any Subsidiary.

**ARTICLE 7**
 
**EVENTS OFDEFAULT**

| **7.1** | **Events of Default** |
| --- | --- |

If any of the following events \(“**Events of Default**”\) occurs:

| \(a\) | the Borrowers fail to pay the Obligations \(or any part thereof\) on the Maturity Date; |
| --- | --- |
| \(b\) | the Borrowers fail to pay other amount owing hereunder when due and such failure continues unremedied for a<br>period of five Business Days after written notice thereof from any Lender; |
| --- | --- |
| \(c\) | any representation or warranty made or deemed made by or on behalf of any Borrower hereunder will prove to have<br>been incorrect in any material respect when made or deemed to be made and if such incorrect representation or warranty is not remedied within 15 Business Days after notice thereof from any Lender to the Borrowers; |
| --- | --- |

- 42 -

| \(d\) | any Borrower fails to observe or perform any other covenant, condition or agreement contained in this Agreement<br>and such failure continues unremedied for a period of 20 Business Days after written notice thereof from any Lender; |
| --- | --- |
| \(e\) | any Borrower: |
| --- | --- |
| \(i\) | becomes insolvent, or generally does not or becomes unable to pay its debts or meet its liabilities as the same<br>become due, or admits in writing its inability to pay its debts generally, or declares any general moratorium on its indebtedness, or proposes a compromise or arrangement between it and any class of its creditors; |
| --- | --- |
| \(ii\) | commits an act of bankruptcy under the *Bankruptcy and Insolvency Act* \(Canada\), the United States<br>Bankruptcy Code or under analogous foreign law, or makes an assignment of its property for the general benefit of its creditors under such Act or under analogous foreign law, or makes a proposal \(or files a notice of its intention to do so\) under<br>such Act or under analogous foreign law; |
| --- | --- |
| \(iii\) | institutes any proceeding seeking to adjudicate it an insolvent, or seeking liquidation, dissolution,<br>winding-up, reorganization, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally \(or any class of creditors\), or composition of it or its debts or any other relief, under any federal,<br>provincial or foreign Law in effect on the Effective Date or thereafter arising relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors \(including the *Bankruptcy andInsolvency Act* \(Canada\), the *Companies’ Creditors Arrangement Act* \(Canada\), the United States Bankruptcy Code and any applicable corporations legislation\) or at common law or in equity, or files an answer admitting the material<br>allegations of a petition filed against it in any such proceeding; |
| --- | --- |
| \(iv\) | applies for the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager,<br>sequestrator, conservator, custodian, administrator, trustee, liquidator or other similar official for it or any substantial part of its property; or |
| --- | --- |
| \(v\) | threatens to do any of the foregoing, or takes any action, corporate or otherwise, to approve, effect, consent<br>to or authorize any of the actions described in this Section 7.1\(e\) or in Section 7.1\(f\), or otherwise acts in furtherance thereof or fails to act in a timely and appropriate manner in defence thereof; |
| --- | --- |
| \(f\) | any petition, proposal or notice of intention to file a proposal is filed, application made or other proceeding<br>instituted against or in respect of any Borrower: |
| --- | --- |

- 43 -

| \(i\) | seeking to adjudicate it an insolvent; |
| --- | --- |
| \(ii\) | seeking a receiving order against it under the *Bankruptcy and Insolvency Act* \(Canada\), the United States<br>Bankruptcy Code or under analogous foreign law; |
| --- | --- |
| \(iii\) | seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement, adjustment, protection,<br>moratorium, relief, stay of proceedings of creditors generally \(or any class of creditors\), or composition of it or its debts or any other relief under any federal, provincial or foreign Law in effect on the Effective Date or thereafter arising<br>relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors \(including the *Bankruptcy and Insolvency Act* \(Canada\), the *Companies’ Creditors Arrangement Act*<br>\(Canada\), the United States Bankruptcy Code and any applicable corporations legislation\) or at common law or in equity; or |
| --- | --- |
| \(iv\) | seeking the entry of an order for relief or the appointment of, or the taking of possession by, a receiver,<br>interim receiver, receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator or other similar official for it or any substantial part of its property; |
| --- | --- |

and such petition, application or proceeding continues undismissed, or unstayed and in effect, for a period of 60 days after the institution
thereof; provided that if an order, decree or judgment is granted or entered \(whether or not entered or subject to appeal\) against the applicable Borrower thereunder in the interim, such grace period will cease to apply, and provided further that if
such Borrower files an answer admitting the material allegations of a petition filed against it in any such proceeding, such grace period will cease to apply;

| \(g\) | any other event occurs which, under the Laws of any applicable jurisdiction, has an effect equivalent to any of<br>the events referred to in either of Sections 7.1\(e\) or \(f\) and, if the event is equivalent to the event referred to in \(f\) \(subject to the same provisos\), the 60 day grace period will apply as set out in \(f\); |
| --- | --- |
| \(h\) | any one or more judgments for the payment of borrowed money in an aggregate amount in excess of the Specified<br>Threshold Amount is rendered against any Borrower and such Borrower has not \(i\) provided for the discharge of such judgment in accordance with its terms within 30 days from the date of entry thereof, or \(ii\) procured a stay of execution<br>thereof within 30 days from the date of entry thereof and within such period, or such longer period during which execution of such judgment continues to be stayed, appealed such judgment and caused the execution thereof to be stayed during such<br>appeal; provided that if enforcement and/or realization proceedings or similar process are lawfully |
| --- | --- |

- 44 -

commenced in respect thereof in the interim, such grace period will cease
to apply;

| \(i\) | any property of any Borrower having a fair market value in excess of the Specified Threshold Amount is seized<br>\(including by way of execution, attachment, garnishment, levy or distraint\) or any lien thereon securing indebtedness is enforced against such property, or such property has become subject to any charging order or equitable execution of a<br>Governmental Authority, or any writ of execution or distress warrant exists in respect of such property, or any sheriff or other Person becomes lawfully entitled by operation of law or otherwise to seize or distrain upon such property, and in any<br>case such seizure, enforcement, execution, attachment, garnishment, distraint, charging order or equitable execution or other seizure or right, continues in effect and is not released or discharged for more than 30 days or such longer period during<br>which entitlement to the use of such property continues with the affected Borrower and the affected Borrower is contesting the same in good faith and by appropriate proceedings, provided that if the property is removed form the use of the affected<br>Borrower or is sold in the interim, such grace period shall cease to apply; |
| --- | --- |
| \(j\) | any Borrower shall fail to pay any principal or premium or interest in respect of any indebtedness for borrowed<br>money in an aggregate amount exceeding the Specified Threshold Amount when the same becomes due and payable \(whether at scheduled maturity, required prepayment, acceleration, demand or otherwise\), and such failure shall continue after the applicable<br>grace period, if any, specified in the agreement or instrument relating to such indebtedness for borrowed money; or |
| --- | --- |
| \(k\) | this Agreement, at any time for any reason, terminates or ceases to be in full force and effect and a legally<br>valid, binding and enforceable obligation of the Borrowers is declared to be void or voidable or is repudiated, or the validity, binding effect, legality or enforceability hereof or thereof is at any time contested by any Borrower, or any Borrower<br>denies that it has any or any further liability or obligation hereunder or thereunder, or any action or proceeding is commenced to enjoin or restrain the performance or observance by the Borrowers of any material terms hereof or thereof or to<br>question the validity or enforceability hereof or thereof, |
| --- | --- |

then, and in every such event**,** and at any time thereafter during the continuance of such event
or any other such event, the Lenders may, by notice to the Borrowers, take either or both of the following actions, at the same or different times: \(i\) terminate the availability of the Credit Facility, and thereupon the Credit Facility will
terminate immediately, and \(ii\) declare all Loans and Obligations then outstanding to be due and payable in whole \(or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable\),
and thereupon the principal of all Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Borrowers accrued hereunder, will become due and payable immediately, without presentment,
demand, protest or

- 45 -

other notice of any kind except as set forth earlier in this paragraph, all of which are hereby waived by the Borrowers.

| **7.2** | **Legal Proceedings** |
| --- | --- |

If any Event of Default occurs, the Lenders may, in their discretion, exercise any right or recourse and/or proceed by any action, suit, remedy or proceeding
against the Borrowers authorized or permitted by law for the recovery of all the indebtedness and liabilities of the Borrowers to the Lenders and proceed to exercise any and all rights and remedies hereunder, and no such remedy for the enforcement
of the rights of the Lenders will be exclusive of or dependent on any other remedy but any one or more of such remedies may from time to time be exercised independently or in combination.

| **7.3** | **Non-Merger** |
| --- | --- |

The taking of a judgment or judgments or any other action or dealing whatsoever by any Lender in respect of this Agreement will not operate as a merger of any
indebtedness of any Borrower to the Lenders or in any way suspend payment or affect or prejudice the rights, remedies and powers, legal or equitable, which the Lenders may have in connection with such liabilities and the surrender, cancellation or
any other dealings with any security for such liabilities will not release or affect the liability of any Borrower hereunder.
 
**ARTICLE 8**
 
**SUBORDINATION AND DEPOSITS**

| **8.1** | **Subordination** |
| --- | --- |

The Lenders hereby agree as follows:

| \(a\) | the payment of the Obligations is subordinated and, subject to the right of payment to the extent and in the<br>manner set forth in paragraph \(b\) below, postponed to the repayment in full of all other indebtedness of the Borrowers \(or any of them\) and all liabilities and obligations of the Borrowers \(or any of them\) to any holder of such indebtedness of<br>any kind, now or hereafter existing, direct or indirect, absolute or contingent, joint or several, whether as principal or surety and whether under a credit agreement, promissory note, guarantee or otherwise \(collectively, the “**SeniorDebt**”\), as such Senior Debt may be modified renewed, extended, increased or modified in any way from time to time and including all principal, interest, fees, expenses and other amounts owing from time to time in respect of such Senior<br>Debt; |
| --- | --- |
| \(b\) | the Lenders may not receive any payment in respect of any Obligations unless, at the time of such payment, all<br>amounts then due and owing under or in respect of the Senior Debt have been paid in full and no default exists in respect of the Senior Debt or any document evidencing, securing or relating to the Senior Debt; |
| --- | --- |

- 46 -

| \(c\) | the Lenders shall not accept any mortgage, pledge, hypothec or other charge, lien or encumbrance on any<br>property, asset or undertaking of any Borrower in respect of the Obligations; |
| --- | --- |
| \(d\) | the Lenders shall not initiate or prosecute any claim, action or other proceeding challenging the<br>enforceability of any Senior Debt or object to any borrowing under any Senior Debt; |
| --- | --- |
| \(e\) | the Lenders agree, at the request of any holder of Senior Debt, to execute and deliver to such holder a<br>confirmation of the subordination provided for herein in the form attached as Exhibit C, but without prejudice to the rights of any holder of Senior Debt that does not request or receive such a confirmation; and |
| --- | --- |
| \(f\) | the Borrowers are not restricted from incurring indebtedness or charging their property and undertaking to<br>secure any indebtedness or other obligations. |
| --- | --- |
| **8.2** | **Deposits** |
| --- | --- |

Until the Maturity Date, the Lenders or their nominees may from time to time request to place amounts on deposit with a Borrower or its nominee. If a Borrower
or its nominee agrees to accept such a deposit, then the parties agree that the terms set out in Exhibit B will govern such deposit and the parties to such arrangement will execute a Deposit Record substantially in the form of Exhibit B.

**ARTICLE 9**
 
**MISCELLANEOUS**

| **9.1** | **Notices** |
| --- | --- |

Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein
will be in writing and will be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by email in each case to the addressee, as follows:

| **9.1.1** | **if to the Borrowers:** |
| --- | --- |

~~if to BEP Subco Inc.:~~
 
~~BEP SubcoInc.~~
 
181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

Attention:   Jennifer Mazin

Email:
  ~~Jennifer.Mazin@brookfield.com~~**jennifer.mazin@brookfield.com**

- 47 -

| **9.1.2** | **if to the Lenders:** |
| --- | --- |

~~if to Brookfield BRP Holdings \(Canada\) Inc.:~~
 
~~BrookfieldBRP Holdings \(Canada\) Inc.~~
 
73 Front Street

Fifth Floor
 
Hamilton, HM 12
Bermuda
 
Attention:  Jane Sheere

Email:   jane.sheere@brookfield.com
 
Any party hereto may change its address or facsimile number for notices and other communications hereunder by
notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement will be deemed to have been given on the date of receipt.

| **9.2** | **Waivers** |
| --- | --- |

No failure or delay by the Lenders in exercising any right or power hereunder will operate as a waiver thereof, nor will any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Lenders hereunder are
cumulative and are not exclusive of any rights or remedies that they would otherwise have. Any waiver of any provision of this Agreement or consent to any departure by the Borrowers therefrom will be effective only in the specific instance and for
the purpose for which given. Without limiting the generality of the foregoing, the making of any Loan will not be construed as a waiver of any Default, regardless of whether any Lender may have had notice or knowledge of such Default at the time.

| **9.3** | **Expenses; Indemnity** |
| --- | --- |
| 9.3.1 | The Borrowers will pay all reasonable out-of-pocket expenses incurred by the Lenders, including the reasonable<br>fees, charges and disbursements of external counsel for the Lenders in connection with the negotiation and preparation of this Agreement \(whether or not the transactions contemplated hereby or thereby will be consummated\), the management and<br>administration of Loans and this Agreement \(whether or not any Borrowings are made hereunder\), any amendments, modifications or waivers of the provisions of this Agreement, and the collection, enforcement or protection of the Lenders’ rights in<br>connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Credit Facility and the Loans. |
| --- | --- |
| 9.3.2 | Each Borrower will indemnify each Lender, its directors, officers and employees \(each such Person including the<br>directors, officers and employees herein referred to as an “**Indemnitee**”\) against, and hold each Indemnitee harmless from, any and all losses, |
| --- | --- |

- 48 -

| claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may<br>become subject arising out of or in connection with \(a\) the execution or delivery by the Lenders of this Agreement or any agreement or instrument contemplated hereby, the performance by the Lenders of their obligations hereunder and the<br>consummation of the transactions contemplated hereunder, \(b\) any Loan or any actual or proposed use of the proceeds therefrom, \(c\) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing,<br>whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, \(d\) any other aspect of this Agreement, and \(e\) the enforcement of any Indemnitee’s rights hereunder and any related<br>investigation, defence, preparation of defence, litigation and enquiries; provided that such indemnity will not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are<br>determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemnitee. |
| --- |
| **9.4** | **Currency Indemnity** |
| --- | --- |

If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any other Financing Document, it becomes
necessary to convert into the currency of such jurisdiction \(the “**Judgment Currency**”\) any amount due under this Agreement or under any other Financing Document in any currency other than the Judgment Currency \(the “**CurrencyDue**”\), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate of exchange” means the rate at which the Lenders are able, on the
relevant date, to purchase the Currency Due with the Judgment Currency in accordance with their normal practice. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is
given and the date of receipt by any Lender of the amount due, the Borrowers will, on the date of receipt by such Lender, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to
ensure that the amount received by such Lender on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Lender is the amount then due under this Agreement or such other
Financing Document in the Currency Due. If the amount of the Currency Due which a Lender is so able to purchase is less than the amount of the Currency Due originally due to it, the Borrowers shall indemnify and save each Lender harmless from and
against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Documents, shall give rise to a
separate and independent cause of action, shall apply irrespective of any indulgence granted by any Lender from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an
amount due under this Agreement or any other Financing Document or under any judgment or order.

- 49 -

| **9.5** | **Successors and Assigns and Additions of Lenders** |
| --- | --- |
| 9.5.1 | The provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their<br>respective successors and assigns permitted hereby, except that no Borrower may, without the prior written consent of the Lenders, assign or otherwise transfer any of its rights or obligations hereunder to any Person other than a Successor pursuant<br>to a transaction that is completed in compliance with Section 6.1. |
| --- | --- |
| 9.5.2 | A Lender may assign to one or more assignees all or any portion of its rights and obligations under this<br>Agreement at any time upon giving the Borrowers written notice thereof. |
| --- | --- |
| 9.5.3 | Any Lender may at any time and from time to time add any Person as a Lender hereunder by delivering written<br>notice of such designation to the Borrowers. From and after the delivery of any such written notice by any Lender, each Person that is so designated as a Lender hereunder will be entitled to all rights and benefits of this Agreement and be jointly<br>and severally liable with each other Lender hereunder for the obligations of the Lenders hereunder. The Lenders may designate and appoint one or more of the Lenders or any other Person as their agents under this Agreement for the purposes of<br>receiving all notices and requests to be issued, giving all consents and approvals and receiving all payments to be made to the Lenders hereunder and the Borrowers will be entitled to rely on any such designation and appointment and will be deemed<br>to have discharged their obligations hereunder if such notices and requests are delivered, consents and approvals are obtained and payments are made in accordance with such designations and appointments. |
| --- | --- |
| **9.6** | **Agreement between Lenders** |
| --- | --- |

The Lenders agree that, unless they agree otherwise as between themselves with respect to any Loans or any of their obligations hereunder, the following
provisions shall apply to govern their respective rights and obligations as between each other:

| \(a\) | all Loans will be advanced by the Lenders equally, with each of the Lenders advancing its *pro rata* share<br>of each Loan requested by the Borrowers hereunder; |
| --- | --- |
| \(b\) | notwithstanding Section 9.6\(a\), each of the Lenders will be jointly and severally liable to the Borrowers<br>for the obligations of the Lenders to advance Loans to the Borrowers hereunder; |
| --- | --- |
| \(c\) | all payments received by the Lenders \(or any of them\) in respect of the Obligations \(whether from the<br>Borrowers, by the exercise of remedies, by set-off or otherwise\) will be applied in the following order of priority: |
| --- | --- |
| \(i\) | first, to reimburse the Lenders for all unreimbursed expenses and costs incurred by them and indemnification<br>amounts owing to them, with each Lender receiving its *pro rata* share based on the aggregate of such amounts owing to it; |
| --- | --- |

- 50 -

| \(ii\) | second, to pay all accrued but unpaid interest and breakage costs owing to the Lenders, on a *pro rata*<br>basis based on the respective amounts owing to them; |
| --- | --- |
| \(iii\) | third, to pay all principal owing to the Lenders, on a *pro rata* basis based on the respective amounts of<br>principal owing to them; and |
| --- | --- |
| \(iv\) | fourth, to pay any other Obligations owing to the Lenders, on a *pro rata* basis based on their share of<br>such Obligations; and |
| --- | --- |
| **\(d\)** | all decisions will be made by the Lenders unanimously. |
| --- | --- |
| **9.7** | **Amendments** |
| --- | --- |

The Lenders acknowledge that ~~BEP Subco Inc. or such otherBorrower~~**the Borrowers** will be entitled to borrow money
under the Credit Facility for the purposes of making distributions to its parent company~~,~~ Brookfield
Renewable **Holdings** Corporation \(“~~BEPC”~~**BRHC”\) \(formerlyBrookfield Renewable Corporation**\). Any amendment, modification or waiver to this Agreement that would reasonably be expected to ~~adversely~~ impact ~~aBorrower’s ability to so use~~ ~~the Credit Facility and as a result,~~ the economic
equivalence of~~a~~**the** class A exchangeable **subordinate** voting ~~share~~**shares** \(**the** “**Class A**
**~~Share~~**~~”\)~~**Shares”\) of Brookfield Renewable** **Corporation \(formerly15052127 B.C. Ltd., \(“BEPC”\), being the sole class A.1 shareholder** of ~~BEPC~~**BRHC\)** with a limited partnership unit **\(a “BEP Unit”\)** of Brookfield Renewable Partners L.P., shall only be consented to by ~~such Borrower~~**theBorrowers** if such amendment, modification or waiver has been approved
\(i\) at a duly called annual or special meeting of
BEPC**’s shareholders,** by the
affirmative **vote or** consent ~~or vote~~, as applicable, of holders of a majority of the outstanding Class A Shares not held by Brookfield
Corporation, Brookfield Renewable Partners L.P. or their controlled affiliates, voting as a class~~,~~ ~~at a duly called annual or special meeting of BEPC~~**\(“BEPC Class A Shareholder Approval”\)**, or \(ii\) in the event that there is more than one independent
director of BEPC \(within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, as such provisions may be amended from time to time and, if applicable, the listing
standards of the securities exchange\(s\) on which the Class A Shares may then be listed\) who does not also serve on the board of the general partner of Brookfield Renewable Partners L.P. \(each a “**non-overlappingdirector**”\), ~~the approvalof~~**by** a majority of such non-overlapping
directors. **In connection with a proposed amendment, modification or waiver of this Agreement that would reasonably beexpected to impact the economic equivalent of a Class A Share with a BEP Unit, BEP Subco Inc. shall cause BEPC to call a special meeting of BEPC shareholders for purposes of obtaining BEPC Class A Shareholder Approval.**

| **9.8** | **Amendment and Restatement** |
| --- | --- |

This Agreement amends and restates the Existing Credit Agreement in its entirety on the terms and subject to the conditions set forth herein and shall not
constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any of such obligations or liabilities. All “Obligations” \(as defined in the Existing Credit Agreement\)

- 51 -

that were outstanding under the Existing Credit Agreement shall be deemed to be Obligations hereunder.

| **9.9** | **Survival** |
| --- | --- |

All covenants, agreements, representations and warranties made by the Borrowers herein will be considered to have been relied upon by the Lenders and will
survive the execution and delivery of this Agreement and the making of any Loans, and all such covenants and agreements will continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other
amount payable under this Agreement is outstanding and unpaid and so long as the Credit Facility has not expired or been terminated other than these amounts claimed or capable of being claimed under sections of this Agreement which by the terms of
this Agreement, survive termination of this Agreement. Sections 2.9, 9.3 and 9.9 will survive and remain in full force and effect, regardless of the repayment of the Obligations or the expiration or termination of the Credit Facility or this
Agreement or any provision hereof.

| **9.10** | **Counterparts; Integration; Effectiveness** |
| --- | --- |

This Agreement may be executed in counterparts \(and by different parties hereto on different counterparts\), each of which will constitute an original, but all
of which when taken together will constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Lenders, constitute the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement will become effective when it will have been executed by the Lenders and when the Lenders will have received the
counterpart hereof which, when taken together, bears the Borrowers’ signatures, and thereafter will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed original
counterpart of a signature page of this Agreement by facsimile will be as effective as delivery of a manually executed original counterpart of this Agreement.

| **9.11** | **Severability** |
| --- | --- |

Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction will not invalidate such
provision in any other jurisdiction.

| **9.12** | **Right of Set Off** |
| --- | --- |

If an Event of Default will have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent
permitted by Law, to set off and apply any and all deposits \(general or special, time or demand, provisional or final\) at any time held and other obligations at any time owing by such Lender to or for the credit or the account of any Borrower
against any of and all of the obligations of the Borrowers under this Agreement held by such Lender, irrespective of whether or not such Lender will have made any demand under this Agreement and although such obligations may be unmatured. The rights
of the Lenders under

- 52 -

this section are in addition to other rights and remedies \(including other rights of set off\) which the Lenders may have.

| **9.13** | **Governing Law; Jurisdiction** |
| --- | --- |

This Agreement will be construed in accordance with and governed by the Laws of the Province of Ontario. Each of the Borrowers hereby irrevocably and
unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Courts of the Province of Ontario.

| **9.14** | **Waiver of Jury Trial** |
| --- | --- |

Each party hereto waives, to the fullest extent permitted by Applicable Law, any right it may have to trial by jury in any legal proceeding directly or
indirectly arising out of or relating to this Agreement.

| **9.15** | **Headings** |
| --- | --- |

Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and will not affect
the construction of, or be taken into consideration in interpreting, this Agreement.

| **9.16** | **Limited Recourse** |
| --- | --- |

Recourse under this Agreement against each Borrower will be limited to the property and assets of such Borrower, and this Agreement will not be personally
binding upon, and resort will not be had to, nor will recourse or satisfaction be sought from the private property of, any of the limited partners, unitholders or securityholders of such Borrower \(unless such Person is also a Borrower hereunder\).

- 53 -

**IN WITNESS WHEREOF**, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.

| **BEP SUBCO INC.** |  |
| --- | --- |
| Per: |  |
|  | Name: |
|  | Title: |
| **BROOKFIELD BRP HOLDINGS \(CANADA\) INC.** |  |
| Per: |  |
|  | Name: |
|  | Title: |

 
A&R Subordinated Credit Agreement – BEP Subco / BRPHC

**EXHIBIT A**

**FORM OF BORROWING REQUEST**
 
Date:****∎ ****
 
The undersigned, BEP Subco Inc. \(the “**Borrower**”\), refers to the Amended and Restated Subordinate Credit
Agreement made effective as of December 31, 2023, between the undersigned, as a Borrower, and Brookfield BRP Holdings \(Canada\) Inc. and the other Persons party thereto as lenders, as Lenders \(**as amended, supplemented, restated and assigned fro**m **time totime,** the “**Credit Agreement**”\). Capitalized terms used herein and not otherwise defined herein will have the meanings assigned to such terms in the Credit Agreement.
 
The Borrowers hereby gives you notice pursuant to Sections 2.3 of the Credit Agreement that it requests a Borrowing under the Credit Agreement as
follows:

| \(A\) | Amount and Interest Period: a ~~∎~~<br>**SOFR** Loan in the amount of<br>~~\[~~$**~~/Cdn$\]~~**∎ and with an Interest Period of ∎<br>months **/ a CORRA Loan in the amount of Cdn$**∎ **and with a**n **Interest Period of**∎ **months / a U.S. Base Rate Loan in the amount of $**∎******/ a Canadian Prime Rate Loan in the amount of Cdn$**∎. |
| --- | --- |
| \(B\) | Date of Borrowing: ∎ |
| --- | --- |
| \(C\) | Account of the Borrower to which the funds are to be disbursed: ∎<br> |
| --- | --- |
| ~~\(D\)~~ | The undersigned confirms having read the provisions of the Credit<br>Agreement which are relevant to the furnishing of this Borrowing Request. The undersigned confirms that the Borrowers have complied with all conditions precedent for the requested Borrowing. |
| --- | --- |

The Borrower hereby certifies that the representations and warranties of the Borrowers set forth in the Credit Agreement are true and correct on and as of the
date hereof as if made as of the date hereof, and that no Default or Event of Default exists.

| **BEP SUBCO INC.** |  |
| --- | --- |
| Per: |  |
|  | Name: |
|  | Title: |

**EXHIBIT B**

**FORM OF DEPOSIT RECORD**

| ∎, 20∎ | Toronto |
| --- | --- |

FOR VALUE RECEIVED, ∎ \(“**Depositee**”\), having its principal
office at ∎, promises to pay on demand to the order of ∎ \(“**Depositor**”\), having its principal office at ∎, the Principal Amounts \(as defined
below\) as ~~the~~ Depositor may from time to time advance to ~~the~~ Depositee, together with interest from the date hereof at the Interest Rate \(as defined below\), calculated and
compounded monthly, both before and after maturity, default and judgment and until actual payment, with interest on overdue interest at the same rate.

WHEREAS, ~~the~~ Depositor may make deposits with the Depositee from time to time \(each a “**Deposit**”\);

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:
 
WHEN USED HEREIN, the following capitalized terms will have the
following meanings:
 
“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to Term SOFR
for such calculation plus 0.10% per annum.
 
“Business Day” means any day except a Saturday, Sunday or other day on
which commercial banks in New York City or Toronto, Canada are authorized or required by law to close and, in connection with Term SOFR, is also not a day on which the Securities Industry and Financial Markets Association recommends that the fixed
income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“Deposit Date” will be the date of each advance under this Note.

“Deposits” mean, collectively, all Deposits advanced by ~~the~~ Depositor to~~the~~ Depositee from time to time.
 
“Events of Default”
means the occurrence of any of the following, each of which will constitute an Event of Default under this Note:

| **\(a\)** | ~~i.~~ Failure to make any payment of interest or principal on this Note when due, or<br>failure to pay the principal balance of this Note on demand; or |
| --- | --- |
| **\(b\)** | ~~ii.~~ Failure to pay any other amount payable pursuant to this Note when due and<br>payable in accordance with the provisions hereof, with such failure continuing for ten \(10\) Business Days after Depositor delivers written notice thereof to Depositee; or |
| --- | --- |
| **\(c\)** | ~~iii.~~ Any default in the performance of the obligations pursuant to<br>Section 3; or |
| --- | --- |
| **\(d\)** | ~~iv.~~ Any insolvency or bankruptcy of Depositee. |
| --- | --- |

“Governmental Authority” will mean any nation or government, any federal, state, provincial, local or other political
subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Interest Rate” means, with respect to any calendar month, a rate equal to the Adjusted Term SOFR for one month +
0.70% per annum as determined on the Deposit Date and thereafter on the first day of such calendar month, noting that such rate may be revised so as to reflect market terms prior to any deposit being made, based on the deposit rates of at least
two commercial banks.
 
“Material Adverse Effect” will mean any event or condition that has a material adverse effect on
the ability of Depositee to repay the principal and interest of the Obligations as they become due.
 
“Note” means this
Deposit Record and “Notes” means, collectively, all such Deposit Records evidencing Deposits advanced by Depositor to Depositee from time to time.

“Obligations” will mean all obligations, liabilities and indebtedness of every nature of Depositee from time to time owing to
Depositor under or in connection with this Note and the Deposits \(including all Principal Amounts and all interest accrued thereon\).

“Payment Dates” will be ∎ and ∎ in each calendar year, commencing on
∎.
 
“Person” will mean an individual, a corporation, a partnership, an association, a trust, a
limited liability company or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Principal Amount” will mean, with respect to any Deposit, the principal amount of such Deposit.

“Requirements of Law” will mean, as to any Person, the charter and by-laws or other organizational or governing documents of
such Person, and any law, rule or regulation, or determination of an arbitrator or a court or other Governmental Authority, in each case

- 2 -

applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Term SOFR” means, for the applicable tenor of one month, the forward looking rate based on SOFR \(the “Term SOFR
Reference Rate”\) on the day \(such day, the “Term SOFR Determination Day”\) that is two \(2\) Business Days prior to the first day of the applicable month, as such rate is published by the Term SOFR Administrator; provided,
however, that if as of 5:00 p.m. \(New York City time\) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator, then Term SOFR will be the Term SOFR Reference Rate
for such tenor as published by the Term SOFR Administrator on the first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding Business Day is not
more than three \(3\) Business Days prior to such Term SOFR Determination Day, provided, that if Term SOFR determined as provided above shall ever be less than zero, then Term SOFR shall be deemed to be zero.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited \(CBA\) \(or a successor administrator of the Term
SOFR Reference Rate selected by Depositor in its reasonable discretion\).
 
1. The Obligations will be due and payable in lawful money of the
United States of America as follows:
 
a. On each Payment Date until this Note is paid in full on demand, Depositee will pay
to Depositor all interest then accrued on each Principal Amount at the Interest Rate. Depositee may request, and Depositor may, in its sole discretion, agree that any interest payable by Depositee under this Note will continue to accrue until such
date as Depositor may agree to.
 
b. On demand, but in any event, no later than ∎, Depositee will
pay to Depositor the Obligations then outstanding.
 
c. Amounts due on this Note will be payable, without any counterclaim,
setoff or deduction whatsoever except for any withholding taxes that Depositee is required to withhold at law, at the office of Depositor or its agent or designee at the address set forth in the first paragraph of this Note or at such other place as
Depositor or its agent or designee may from time to time designate in writing.
 
d. Depositee acknowledges that the actual
recording of amounts advanced and amounts paid on the attached grid schedule shall, in the absence of manifest error, be *prima facie* evidence of the same; provided that the failure of Depositor to record the same on the grid schedule shall
not affect the obligation of the undersigned to pay or

- 3 -

repay the amounts advanced by Depositor, together with interest thereon at the Interest Rate.

2. In order to induce Depositor to make the Deposits, Depositee makes the following representations and warranties as of each Deposit Date.
Such representations and warranties, will survive the effectiveness of this Note, the execution and delivery hereof and the making of the Deposits.

a. Depositee \(i\) is duly formed, validly existing and in good standing under the laws of the jurisdiction of its
formation, \(ii\) is duly authorized and qualified to do business and is in good standing under the laws of each jurisdiction where such qualification is required, except where the failure to be so qualified and in good standing would not result
in a Material Adverse Effect, and \(iii\) has all powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted or as it is presently proposed to be conducted except where
the failure to have the same would not result in a Material Adverse Effect.
 
b. Depositee has the power and authority to
execute, deliver and carry out the terms and provisions of this Note and has taken all necessary action to authorize the execution and delivery on behalf of Depositee and the performance by Depositee hereof. Depositee has duly executed and delivered
this Note and this Note constitutes the legal, valid and binding obligation of Depositee, enforceable against Depositee in accordance with its terms.

c. Neither the execution, delivery or performance by Depositee of this Note, nor compliance by Depositee with the terms and
provisions hereof, nor the consummation of the transactions contemplated hereby, \(i\) will contravene any applicable provision of any material law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental
instrumentality that is binding on Depositee or its property, or \(ii\) will conflict, in any material respect, with or result in any breach of, any of the terms, covenants, conditions or provisions of, or constitute a material default under**,** any agreement to which Depositee is a party or by which it or
any of its assets is bound.
 
3. Depositee covenants and agrees that so long as the Deposits are outstanding and until payment in
full of all of the Obligations, unless Depositor will otherwise give prior written consent:
 
a. Depositee will at all times
maintain its existence and preserve and keep in full force and effect its rights and franchises material to its businesses, except where the loss or termination of such rights and franchises would not have a Material Adverse Effect~~;~~**.**

- 4 -

b. Depositee will remain qualified to do business and maintain its good
standing in each jurisdiction in which the nature of its business and the ownership of its property requires it to be so qualified and in good standing, except where noncompliance would not have a Material Adverse Effect; and

c. Depositee will comply with all Requirements of Law, except where noncompliance would not have a Material Adverse Effect.
 
4. Depositee may prepay the Principal Amount of any Deposit in full or in part at any time together with all interest accrued on such
prepaid amount.
 
5. If Depositee defaults in the payment of any payment that is due on any Payment Date \(or such later date as Depositor
has agreed pursuant to section 1\(a\) that such installment is due\), then Depositee will pay to Depositor a late payment charge in an amount equal to five percent \(5%\) of the amount of the installment not paid as aforesaid. Said late charge
payments, if payable, will be payable without notice or demand by Depositor, and are independent of and have no effect upon the rights of Depositor under paragraph 1 above.

6. This Note will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada
applicable therein.
 
7. Depositee will execute and acknowledge \(or cause to be executed and acknowledged\) and deliver to Depositor all
documents, and take all actions, reasonably required by Depositor from time to time to confirm the rights created or now or hereafter intended to be created under this Note, to protect and further the validity and enforceability of this Note, or to
otherwise carry out the purposes of the Note and the transactions contemplated hereunder; provided, however, that no such further actions, assurances and confirmations will increase Depositee’s obligations under this Note.

8. No modification, amendment, extension, discharge, termination or waiver \(a “Modification”\) of this Note or any provision
thereof, nor consent to any departure by Depositee therefrom, will in any event be effective unless the same will be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent will be effective only in the
specific instance, and for the purpose, for which given. Except as otherwise expressly agreed to by Depositor in writing, no Modification will entitle Depositee to any other or future Modification, whether in the same, similar or other
circumstances. Depositor does not hereby agree to, nor does ~~the~~ Depositor hereby commit itself to, enter into
any Modification.
 
IN WITNESS WHEREOF, Depositee has caused this Note to be executed and delivered as of the day and year first above written.

- 5 -

| ∎ |  |
| --- | --- |
| By: |  |
|  | Name: |
|  | Title: |

- 6 -

| Currency: | ~~\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_~~US Dollars |
| --- | --- |
| DATE | DEPOSIT<br>NUMBER | ADVANCES | INTEREST RATE | PRINCIPAL<br>PAYMENTS | UNPAID<br>BALANCE | NOTATION<br>MADE BY |
| --- | --- | --- | --- | --- | --- | --- |
|  | 1 |  |  |  |  |  |

B-1

**EXHIBIT C**

**FORM OF CONFIRMATION OF SUBORDINATION**

| **TO:** | ∎ **and its successors and assigns \(the “Senior Lender”\)** |
| --- | --- |
| **RE:** | **Credit agreement dated as of** ∎ **between** ∎ **\(the “Borrower”\) and the Senior Lender, as amended, modified or supplemented from time to time \(the “Senior CreditAgreement”\)** |
| **AND RE:** | **Amended and Restated Subordinate Credit Agreement made effective as of December 31, 2023 between BEP Subco Inc., as borrower, and Brookfield BRP Holdings \(Canada\) Inc., as lender, as amended, modified or supplemented fromtime to time \(as amended, supplemented, restated and assigned from time to time, the “Subordinate Credit Agreement”\)** |

Pursuant to section 8.1 of the Subordinate Credit Agreement, the undersigned confirms in favour of the Senior Lender that
\(i\) all indebtedness, liabilities and obligations of the Borrower owing from time to time under or pursuant to the Senior Credit Agreement constitutes “**Senior Debt**” for all purposes of the Subordinate Credit Agreement, and
\(ii\) the Senior Lender is entitled to all the rights and benefits of section 8.1 of the Subordinate Credit Agreement in respect of the Senior Debt owing to it from time to time.

All terms that are capitalized but not defined herein have the meanings attributed to such terms in the Subordinate Credit Agreement.

This confirmation is binding upon the undersigned and its successors and assigns, and enures to the benefit of the Senior Lender and its respective successors
and assigns.
 
DATED this      day of ∎.

\[Signature Page Follows\]

| **BROOKFIELD BRP HOLDINGS \(CANADA\) INC.** |  |
| --- | --- |
| Per: |  |
|  | Name: |
|  | Title: |
| Per: |  |
|  | Name: |
|  | Title: |

- 2 -

EX-99.11

**Exhibit 99.11**

December 24, 2024
 
Brookfield Corporation

Suite 100, Brookfield Place
 
181 Bay Street, Box 762

Toronto, Ontario
 
M5J 2T3

| **RE:** | **Exercise of voting rights attached to Class A Exchangeable Subordinate Voting Shares of BrookfieldRenewable Corporation \(“BEPC Class A Shares”\)** |
| --- | --- |

Subsidiaries of Brookfield Wealth Solutions Ltd.
\(collectively, “**Brookfield Wealth Solutions Subsidiaries**”\) currently hold, and may from time to time acquire, certain BEPC Class A Shares.

Brookfield Wealth Solutions Ltd. and Brookfield Corporation hereby agree that all decisions to be made by any Brookfield Wealth Solutions
Subsidiaries with respect to the voting of any BEPC Class A Shares held by Brookfield Wealth Solutions Subsidiaries, whether at a meeting of securityholders, by way of written consent or otherwise, shall be made jointly by mutual agreement of
the applicable Brookfield Wealth Solutions Subsidiary and Brookfield Corporation. Brookfield Wealth Solutions Ltd. shall cause all Brookfield Wealth Solutions Subsidiaries to comply with the foregoing covenant.

This letter agreement amends and replaces in its entirety the previous letter agreement dated as of September 29, 2023. This letter
agreement and all obligations hereunder may be terminated by Brookfield Wealth Solutions Ltd. or Brookfield Corporation at any time upon delivery of notice in writing to the other party, including in the case of Brookfield Wealth Solutions Ltd., in
the event any Brookfield Wealth Solutions Subsidiary determines that the obligations hereunder are no longer in its best interests or the interests of its policyholders.

This letter agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada
applicable therein. This letter agreement may be amended or modified only by an instrument in writing executed by Brookfield Wealth Solutions Ltd. and Brookfield Corporation.

Please confirm your agreement with the foregoing by executing in the space indicated below.

*\[Signature Page Follows\]*

| **BROOKFIELD WEALTH SOLUTIONS LTD.** |  |
| --- | --- |
| By: | */s/ Anna Knapman-Scott* |
|  | Name: Anna Knapman-Scott<br> <br>Title:<br>Secretary |

*\[Signature Page –BN and BNT Voting Agreement in respect of New BEPC\]*

Accepted and agreed as of the date first written above:

| **BROOKFIELD CORPORATION** |  |
| --- | --- |
| By: | */s/ Swati Mandava* |
|  | Name: Swati Mandava<br> <br>Title: Managing<br>Director, Legal and Regulatory |

*\[Signature Page –BN and BNT Voting Agreement in respect of New BEPC\]*

EX-99.12

**Exhibit 99.12**

![LOGO](g168282stp013.jpg)
 
Mailing Address: PO Box 9431 Stn Prov Govt Victoria BC V8W 9V3 www.corporateonline.gov.bc.ca Location: 2nd Floor—940 Blanshard
Street Victoria BC 1 77 526-1526 Notice of Articles BUSINESS CORPORATIONS ACT CERTIFIED COPY Of a Document filed with the Province of British Columbia Registrar of Companies T.K. SPARKSNOTICE OF ARTICLES Name
of Company: BROOKFIELD RENEWABLE CORPORATION REGISTERED OFFICE INFORMATION Mailing Address: 1500 ROYAL CENTRE 1055 WEST GEORGIA STREET P.O. BOX 11117 VANCOUVER BC V6E 4N7 CANADA Delivery Address: 1500 ROYAL CENTRE 1055 WEST GEORGIA STREET P.O. BOX
11117 VANCOUVER BC V6E 4N7 CANADA RECORDS OFFICE INFORMATION Mailing Address: 1500 ROYAL CENTRE 1055 WEST GEORGIA STREET P.O. BOX 11117 VANCOUVER BC V6E 4N7 CANADA Delivery Address: 1500 ROYAL CENTRE 1055 WEST GEORGIA STREET P.O. BOX 11117 VANCOUVER
BC V6E 4N7 CANADA

![LOGO](g168282stp014.jpg)
 
DIRECTOR INFORMATION Last Name, First Name, Middle Name: Zuccotti, Patricia Mailing Address: SUITE 100—181 BAY STREET TORONTO ON
M5J 2T3 CANADA Delivery Address: SUITE 100—181 BAY STREET TORONTO ON M5J 2T3 CANADA Last Name, First Name, Middle Name: Dorn, Nancy Mailing Address: SUITE 100—181 BAY STREET TORONTO ON M5J 2T3 CANADA Delivery Address: SUITE 100—181
BAY STREET TORONTO ON M5J 2T3 CANADA Last Name, First Name, Middle Name: Blidner, Jeffrey M. Mailing Address: SUITE 100—181 BAY STREET TORONTO ON M5J 2T3 CANADA Delivery Address: SUITE 100—181 BAY STREET TORONTO ON M5J 2T3 CANADA Last
Name, First Name, Middle Name: MacEwen, Randy Mailing Address: SUITE 100—181 BAY STREET TORONTO ON M5J 2T3 CANADA Delivery Address: SUITE 100—181 BAY STREET TORONTO ON M5J 2T3 CANADA Last Name, First Name, Middle Name: Maroun, Lou Mailing
Address: SUITE 100—181 BAY STREET TORONTO ON M5J 2T3 CANADA Delivery Address: SUITE 100—181 BAY STREET TORONTO ON M5J 2T3 CANADA Last Name, First Name, Middle Name: Westwell, Stephen Mailing Address: SUITE 100—181 BAY STREET TORONTO
ON M5J 2T3 CANADA Delivery Address: SUITE 100—181 BAY STREET TORONTO ON M5J 2T3 CANADA

![LOGO](g168282stp015.jpg)
 
Last Name, First Name, Middle Name: Deasley, Sarah Mailing Address: SUITE 100—181 BAY STREET TORONTO ON M5J 2T3 CANADA Delivery
Address: SUITE 100—181 BAY STREET TORONTO ON M5J 2T3 CANADA Last Name, First Name, Middle Name: Cutler, Scott Mailing Address: SUITE 100—181 BAY STREET TORONTO ON M5J 2T3 CANADA Delivery Address: SUITE 100—181 BAY STREET TORONTO ON
M5J 2T3 CANADA Last Name, First Name, Middle Name: de Carvalho Filho, Eleazar Mailing Address: SUITE 100—181 BAY STREET TORONTO ON M5J 2T3 CANADA Delivery Address: SUITE 100—181 BAY STREET TORONTO ON M5J 2T3 CANADA AUTHORIZED SHARE
STRUCTURE 1. No Maximum Class A Exchangeable Subordinate Voting SharesWithout Par Value With Special Rights or Restrictions attached 2.No MaximumClass B Multiple Voting SharesWithout Par Value With Special Rights or Restrictions attached

Number: **BC1505127**

**BUSINESS CORPORATIONS ACT**

**ARTICLES**
 
**OF**

**BROOKFIELD RENEWABLE CORPORATION**

**TABLE OF CONTENTS**

|  |  | **Page** |  |
| --- | --- | --- | --- |
| PART 1 | INTERPRETATION |  | 1 |
| PART 2 | SHARES AND SHARE CERTIFICATES |  | 13 |
| PART 3 | ISSUE OF SHARES |  | 15 |
| PART 4 | SHARE REGISTERS |  | 16 |
| PART 5 | SHARE TRANSFERS |  | 16 |
| PART 6 | TRANSMISSION OF SHARES |  | 17 |
| PART 7 | PURCHASE, REDEEM OR OTHERWISE ACQUIRE SHARES |  | 18 |
| PART 8 | BORROWING POWERS |  | 18 |
| PART 9 | ALTERATIONS |  | 19 |
| PART 10 | MEETINGS OF SHAREHOLDERS |  | 20 |
| PART 11 | PROCEEDINGS AT MEETINGS OF SHAREHOLDERS |  | 22 |
| PART 12 | VOTES OF SHAREHOLDERS |  | 26 |
| PART 13 | DIRECTORS |  | 29 |
| PART 14 | ELECTION AND REMOVAL OF DIRECTORS |  | 31 |
| PART 15 | POWERS AND DUTIES OF DIRECTORS |  | 36 |
| PART 16 | INTERESTS OF DIRECTORS AND OFFICERS |  | 37 |
| PART 17 | PROCEEDINGS OF DIRECTORS |  | 38 |
| PART 18 | EXECUTIVE AND OTHER COMMITTEES |  | 40 |
| PART 19 | OFFICERS |  | 42 |
| PART 20 | INDEMNIFICATION |  | 42 |
| PART 21 | DIVIDENDS |  | 44 |
| PART 22 | ACCOUNTING RECORDS AND AUDITOR |  | 45 |
| PART 23 | NOTICES |  | 46 |
| PART 24 | PROHIBITIONS |  | 48 |
| PART 25 | FORUM SELECTION |  | 49 |

- i -

**TABLE OF CONTENTS**

\(continued\)

|  |  | **Page** |  |
| --- | --- | --- | --- |
| PART 26 | SPECIAL RIGHTS AND RESTRICTIONS CLASS A EXCHANGEABLE SUBORDINATE VOTING SHARES |  | 49 |
| PART 27 | SPECIAL RIGHTS AND RESTRICTIONS CLASS B MULTIPLE VOTING SHARES |  | 57 |

- ii -

Number: **BC1505127**

**BUSINESS CORPORATIONS ACT**

**ARTICLES**
 
**OF**

**BROOKFIELD RENEWABLE CORPORATION**

**\(THE “COMPANY”\)**

**PART 1**

**INTERPRETATION**
 
**Definitions**

| 1.1 | In these Articles, unless the context otherwise requires: |
| --- | --- |

\(a\) “**Act**” means the *Business Corporations Act* \(British Columbia\) from time to time in force and all amendments thereto
and includes all regulations and amendments thereto made pursuant to that Act;
 
\(b\) “**affiliate**” means with respect to a
Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by such Person, or is under common Control of a third Person;

\(c\) “**BEP**” means Brookfield Renewable Partners L.P., a Bermuda exempted limited partnership, and is deemed to refer to all
successors, including, without limitation, by operation of Law;
 
\(d\) “**BEP-AffiliatedClass** **A Shareholder**” means BEP or a Person Controlled by BEP to the extent BEP or such other Person holds Class A Shares;

\(e\) “**BEP Distribution Declaration Date**” means the date on which the BEP GP declares any distribution on the BEP Units;

\(f\) “**BEP Distributed Right**” has the meaning as provided in clause \(ii\) of the definition of “Conversion Factor”
below;
 
\(g\) “**BEP GP**” means the general partner of BEP from time to time;

\(h\) “**BEP Liquidation Event**” has the meaning as provided in §26.26;

\(i\) “**BEP Unit**” means a limited partnership interest in BEP representing a fractional part of all the limited partnership
interests in BEP, other than a preferred limited partnership interest, and which limited partnership interest is designated by BEP as an “Equity Unit” \(as defined in the Amended and Restated Limited Partnership Agreement of BEP dated as of
May 3, 2016\), and includes any limited partnership interest or other equity interest of BEP into which such BEP Unit is converted or for which such BEP Unit is exchanged;

\(j\) “**BEP Unit Value**” means, with respect to a BEP Unit on a particular date, the market price of a BEP Unit on such date or,
if such date is not a Trading Day, the most recent Trading Day. The market price for each such Trading Day shall be: \(i\) if the BEP Units are listed on a U.S. National Securities Exchange, the closing price per BEP Unit \(or, if no closing price
is reported, the average

of the last quoted bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices\) on such day for such U.S. National Securities Exchange;
\(ii\) if the BEP Units are not listed on a U.S. National Securities Exchange but are listed on the TSX, the U.S. dollar equivalent \(calculated using the rate published by the Bank of Canada as of 4:30 p.m., Eastern Time, on such date\) of the
closing price per BEP Unit \(or, if no closing price is reported, the average of the last quoted bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices\) on such day for the TSX; \(iii\) if the
BEP Units are not listed or admitted to trading on any U.S. National Securities Exchange or the TSX, the last quoted bid price on such day in the over-the-counter market
on such day as reported by OTC Markets Group Inc. or a similar organization; \(iv\) if the BEP Units are not listed or admitted to trading on any U.S. National Securities Exchange or the TSX and the BEP Units are not quoted in the over-the-counter market, the average of the mid-point of the last quoted bid and ask prices on such day from each of at least three
nationally recognized independent investment banking firms selected by the Company for such purpose or \(v\) if none of the conditions set forth in clauses \(i\), \(ii\), \(iii\) or \(iv\) is met, then the amount that a holder of one BEP Unit would
receive if each of the assets of BEP were sold for its fair market value on such date, BEP were to pay all of its outstanding liabilities and the remaining proceeds were to be distributed to its partners in accordance with the terms of its
partnership agreement;
 
\(k\) “**BEP Units Amount**” means, with respect to each Tendered Share, such number of BEP Units equal
to the Conversion Factor in effect on the Valuation Date with respect to such Tendered Shares;
 
\(l\) “**BN**” means Brookfield
Corporation, a corporation existing under the Laws of the Province of Ontario, and is deemed to refer to all successors, including, without limitation, by operation of Law;

\(m\) “**board of directors**”, “**directors**” and “**board**” mean the directors or sole director of the
Company as applicable;
 
\(n\) “**Business Day**” means any day except a Saturday, Sunday or other day on which commercial banks
in New York, New York, United States of America or Toronto, Ontario, Canada are authorized or required by Law to close;
 
\(o\) “**CashAmount**” means \(a\) with respect to each Tendered Class A Share, an amount in cash equal to the product of \(i\) the applicable BEP Units Amount for such Tendered Class A Share multiplied by \(ii\) the BEP Unit Value as
of the applicable Valuation Date, and \(b\) with respect to each Tendered Class B Share, an amount in cash equal to the BEP Unit Value for such Tendered Class B Share;

\(p\) “**Class** **A Distributed Right**” has the meaning as provided in clause \(iv\) of the definition of
“Conversion Factor” below;
 
\(q\) “**Class** **A Dividend**” has the meaning as provided in §26.2;
 
\(r\) “**Class** **A Share**” means a class A exchangeable subordinate voting share of the Company;

\(s\) “**Class** **A Share Value**” means, with respect to a Class A Share on a particular date, the market
price of a Class A Share on such date or, if such date is not a Trading Day, the most recent Trading Day. The market price for each such Trading Day shall be: \(i\) if the Class A Shares are listed on a U.S. National Securities
Exchange, the closing price per Class A Share \(or, if no closing

- 2 -

price is reported, the average of the last quoted bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices\) on such day for such U.S. National
Securities Exchange; \(ii\) if the Class A Shares are not listed on a U.S. National Securities Exchange but are listed on the TSX, the U.S. dollar equivalent \(calculated using the rate published by the Bank of Canada as of 4:30 p.m., Eastern
Time, on such date\) of the closing price per Class A Share \(or, if no closing price is reported, the average of the last quoted bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices\) on
such day for the TSX; \(iii\) if the Class A Shares are not listed or admitted to trading on any U.S. National Securities Exchange or the TSX, the last quoted bid price on such day in the over-the-counter market on such day as reported by OTC Markets Group Inc. or a similar organization; \(iv\) if the Class A Shares are not listed or admitted to trading on any U.S. National Securities
Exchange or the TSX and the Class A Shares are not quoted in the over-the-counter market, the average of the mid-point of
the last quoted bid and ask prices on such day from each of at least three nationally recognized independent investment banking firms selected by the Company for such purpose or \(v\) if none of the conditions set forth in clauses \(i\), \(ii\),
\(iii\) or \(iv\) is met then the amount that a holder of one Class A Share would receive if each of the assets of the Company were sold for its fair market value on such date, the Company were to pay all of its outstanding liabilities and the
remaining proceeds were to be distributed to its shareholders in accordance with the terms of these Articles;
 
\(t\)
“**Class** **A Shareholder**” means a holder of Class A Shares;
 
\(u\) “**Class** **A.1Share**” means a class A.1 exchangeable subordinate voting share of Brookfield Renewable Corporation \(to be renamed Brookfield Renewable Holdings Corporation\);

\(v\) “**Class** **A.2 Share**” means a class A.2 exchangeable
non-voting share of Brookfield Renewable Corporation \(to be renamed Brookfield Renewable Holdings Corporation\);

\(w\) “**Class** **B Retraction Amount**” has the meaning as provided in §27.11;

\(x\) “**Class** **B Retraction Right**” has the meaning as provided in §27.11;

\(y\) “**Class** **B Share**” means a class B multiple voting share of the Company;

\(z\) “**Class** **B Shareholder**” means a holder of Class B Shares;

\(aa\) “**Close of Business**” means 5:00 p.m., Eastern Time;

\(bb\) “**Company**” means Brookfield Renewable Corporation;

\(cc\) “**Control**” means the control by one Person of another Person in accordance with the following: a Person
\(“**A**”\) controls another Person \(“**B**”\) where A has the power to determine the management and policies of B by contract or status \(for example, the status of A being the general partner of B\) or by virtue of the
beneficial ownership of or control over a majority of the voting interests in B; and, for certainty and without limitation, if A owns or has control over shares or other securities to which are attached more than 50% of the votes permitted to be
cast in the election of directors of the Governing Body of B or A is the general partner of B, a limited partnership, then in each case A controls B for this purpose;

\(dd\) “**Conversion Factor**” means 1.0; provided that in the event that:

- 3 -

\(i\) BEP \(a\) declares or pays a distribution on its outstanding BEP Units wholly or
partly in BEP Units; \(b\) splits or subdivides its outstanding BEP Units or \(c\) effects a reverse unit split or otherwise combines or reclassifies its outstanding BEP Units into a smaller number of BEP Units, the Conversion Factor shall be
adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Record Date for such event by a fraction, \(x\) the numerator of which shall be the number of BEP Units issued
and outstanding as of the Close of Business on the Record Date for such distribution or the Effective Date for such split, subdivision, reverse split, combination or reclassification, as applicable \(assuming for such purpose that such distribution,
split, subdivision, reverse split, combination or reclassification has occurred as of such time\), and \(y\) the denominator of which shall be the actual number of BEP Units \(determined without the above assumption\) issued and outstanding as of
the Close of Business on the Record Date for such distribution or the Effective Date for such split, subdivision, reverse split, combination or reclassification, as applicable.

Any adjustment under this clause \(i\) shall become effective immediately after the Open of Business on the Record Date for such
distribution, or immediately after the Open of Business on the Effective Date for such split, subdivision, reverse split, combination or reclassification, as applicable. If such distribution of the type described in this clause \(i\) is declared
but not so paid or made and will not be so paid or made, the Conversion Factor shall be immediately readjusted, effective as of the date the BEP GP determines not to pay such distribution, to the Conversion Factor that would be in effect if such
distribution had not been declared.
 
\(ii\) BEP distributes any rights, options or warrants to all or substantially all holders of BEP Units
to convert into, exchange for or subscribe for or to purchase or to otherwise acquire BEP Units \(or other securities convertible into, exchangeable for or exercisable for BEP Units\) \(each a “**BEP Distributed Right**”\), then, as of the
Record Date for the distribution of such BEP Distributed Rights or, if later, the time such BEP Distributed Rights become exercisable, the Conversion Factor shall be adjusted to equal the amount determined by multiplying the Conversion Factor in
effect immediately prior to the Open of Business on the Record Date by a fraction \(A\) the numerator of which shall be the number of BEP Units issued and outstanding as of the Close of Business on the Record Date \(or, if later, the date such BEP
Distributed Rights become exercisable\) plus the maximum number of BEP Units deliverable or purchasable under such BEP Distributed Rights and \(B\) the denominator of which shall be \(x\) the number of BEP Units issued and outstanding as of the
Close of Business on the Record Date plus \(y\) such number of BEP Units determined by dividing the minimum aggregate cash purchase price under such BEP Distributed Rights of the maximum number of BEP Units purchasable under such BEP Distributed
Rights by the average of the BEP Unit Value for the ten \(10\) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance \(or, if later, the date such BEP Distributed
Rights become exercisable\); provided, however, that, if any such BEP Distributed Rights expire or become no longer exercisable, then the Conversion Factor shall be adjusted, effective retroactive to the Record Date of the BEP Distributed Rights, to
reflect a reduced maximum number of BEP Units or any change in the minimum aggregate purchase price for the purposes of the above fraction.

Any adjustment under this clause \(ii\) will be made successively whenever such rights, options or warrants are issued and shall become
effective immediately after the Open of Business on the Record Date for such issuance \(or, if later, the date such rights, options or

- 4 -

warrants become exercisable\). To the extent that the BEP Units are not delivered and will not be delivered after the exercise of such rights, options or warrants, the Conversion Factor shall be
decreased to the Conversion Factor that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of BEP Units actually delivered. If such rights,
options or warrants are not so issued, the Conversion Factor shall be decreased, effective as of the date the BEP GP determines not to issue such rights, options or warrants, to the Conversion Factor that would then be in effect if such Record Date
for such issuance had not occurred.
 
In determining the minimum aggregate purchase price under such BEP Distributed Rights, there shall be
taken into account any consideration received by BEP for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the BEP GP.

\(iii\)  \(A\)  BEP distributes to all or substantially all holders of BEP

Units evidences of its indebtedness or assets \(including securities, but excluding distributions paid exclusively in cash, distributions
referred to in clauses \(i\) or \(ii\) above or any Spin-off referred to in clause \(iii\)\(B\) below\) or rights, options or warrants to convert into, exchange for or subscribe for or to purchase or to
otherwise acquire such securities \(but excluding distributions referred to in clause \(ii\) above\), the Conversion Factor shall be adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the
Open of Business on the Record Date for such distribution by a fraction \(a\) the numerator of which shall be the average of the BEP Unit Value over the ten \(10\) consecutive Trading Day period ending on, and including, the Trading Day
immediately prior to the Ex-Dividend Date for such distribution and \(b\) the denominator of which shall be the average of the BEP Unit Value over the ten \(10\) consecutive Trading Day period ending on,
and including, the Trading Day immediately prior to the Ex-Dividend Date for such distribution less the fair market value on the Record Date for such distribution \(as determined by the BEP GP\) of the portion
of the evidences of indebtedness or assets, rights, options or warrants so distributed applicable to one BEP Unit.
 
Any adjustment under
this clause \(iii\)\(A\) will become effective immediately after the Open of Business on the Record Date for such distribution. If such distribution is not paid or made, the Conversion Factor shall be decreased, effective as of the date the BEP GP
determines not to pay or make such distribution, to be the Conversion Factor that would then be in effect if such distribution had not been declared.

Notwithstanding the foregoing, if the fair market value \(as determined by the BEP GP\) of the portion of the evidences of indebtedness or
assets, rights, options or warrants distributable to one BEP Unit is equal to or greater than the average BEP Unit Value referenced above in this clause \(iii\)\(A\), in lieu of the foregoing adjustment, each Class A Shareholder shall receive
from the Company, in respect of each Class A Share, a distribution of cash payable out of the funds legally available therefor \(at the same time as holders of the BEP Units\), that in the

- 5 -

determination of the Company, is comparable as a whole in all material respects with the amount of BEP indebtedness or assets or rights, options or warrants to convert into, exchange for or
subscribe for or to purchase or to otherwise acquire such securities that such holder would have received if such holder owned a number of BEP Units equal to the Conversion Factor in effect immediately prior to the Record Date.

| \(B\) | Where there has been a Spin-off, the Conversion Factor shall be<br>adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Record Date for such Spinoff by a fraction \(a\) the numerator of which shall be the average of the Last<br>Reported Sale Prices of the share capital or similar equity interest applicable to one BEP Unit distributed to BEP Unit holders over the Valuation Period plus the average of the BEP Unit Value over the Valuation Period and \(b\) the denominator<br>of which shall be the average of the BEP Unit Value over the Valuation Period; provided that, the Company may elect to pay cash in lieu of making an adjustment to the Conversion Factor provided by this clause \(iii\)\(B\), in which case the Company<br>shall be required to pay to the Class A Shareholders and the Class A Shareholders shall be entitled to receive, cash on the third \(3rd\) Business Day immediately following the last Trading Day of the Valuation Period in an amount in respect<br>of each Class A Share held, calculated by multiplying the BEP Unit Value on the Record Date of such Spin-off by the amount the Conversion Factor would have increased as a result of such Spin-off if no such cash payment was made. |
| --- | --- |

Any adjustment under this
clause \(iii\)\(B\) will be made immediately after the Close of Business on the last Trading Day of the Valuation Period, but will be given effect as of the Open of Business on the Record Date for such
Spin-off.
 
Notwithstanding the foregoing, in respect of any exchange by a Class A Shareholder
during the Valuation Period, references contained in the definition of Valuation Period to “ten \(10\) consecutive Trading Days” shall be deemed for the purposes of the foregoing for such holder to be replaced with such lesser number of
Trading Days as have elapsed between the Record Date of such Spin-off and the Trading Day immediately preceding the Exchange Date in determining the Conversion Factor. If any such Spin-off does not occur, the Conversion Factor shall be decreased, effective as of the date the BEP GP determines not to proceed with the Spin-off, to be the Conversion Factor
that would then be in effect if such Spin-off had not been pursued.
 
\(iv\) BEP or one of its
subsidiaries makes a payment in respect of a tender or exchange offer for the BEP Units \(but excluding for all purposes any tender or exchange offer involving an offer to exchange BEP Units for Class A Shares or any other security that is
economically equivalent to BEP Units\), to the extent that the cash and value of any other consideration included in the payment per BEP Unit exceeds the average of the BEP Unit Value over the ten \(10\) consecutive Trading Day period commencing
on, and including, the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer \(the “**Expiration Date**”\), then the Conversion Factor shall be adjusted to equal the
amount determined by multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Trading Day next

- 6 -

succeeding the Expiration Date by a fraction \(a\) the numerator of which shall be \(x\) the sum of the aggregate value of all cash and any other consideration \(as determined by the BEP GP\)
paid or payable in respect of BEP Units in such tender or exchange offer plus \(y\) the average of the BEP Unit Value over the ten \(10\) consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the
Expiration Date multiplied by the number of BEP Units issued and outstanding immediately after the Expiration Date \(after giving effect to the purchase of all BEP Units accepted for purchase or exchange in such tender or exchange offer, without
duplication\), and \(b\) the denominator of which shall be the number of BEP Units issued and outstanding immediately prior to the Expiration Date \(before giving effect to the purchase of all BEP Units accepted for purchase or exchange in such
tender or exchange offer\) multiplied by the average of the BEP Unit Value over the ten \(10\) consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration Date.

For greater certainty, no adjustment under this clause \(iv\) will be made for any normal course issuer bid or similar stock buyback. Any
adjustment under this clause \(iv\) will be made immediately after the Close of Business on the tenth \(10th\) Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date and shall be given effect as of the
Open of Business on the day next succeeding the Expiration Date.
 
Notwithstanding the foregoing, in respect of any exchange by a
Class A Shareholder during the Valuation Period, references above to “ten \(10\) consecutive Trading Days” shall be deemed for such holder to be replaced with such lesser number of Trading Days as have elapsed between the
Expiration Date and the Trading Day immediately preceding the Exchange Date in determining the Conversion Factor.
 
\(v\) the Company
\(a\) declares or pays a dividend on its outstanding Class A Shares wholly or partly in Class A Shares; \(b\) splits or subdivides its outstanding Class A Shares or \(c\) effects a reverse share split or otherwise combines or
reclassifies its outstanding Class A Shares into a smaller number of Class A Shares, the Conversion Factor shall be adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the Open of
Business on the Record Date for such event by a fraction, \(x\) the numerator of which shall be the number of Class A Shares issued and outstanding as of the Close of Business on the Record Date for such dividend or the Effective Date for
such split, subdivision, reverse split, combination or reclassification, as applicable \(determined without the assumption for such purpose that such dividend, split, subdivision, reverse split, combination or reclassification has occurred as of such
time\), and \(y\) the denominator of which shall be the actual number of Class A Shares \(assuming the above assumption has occurred\) issued and outstanding as of the Close of Business on the Record Date for such dividend or the Effective Date
for such split, subdivision, reverse split, combination or reclassification, as applicable.
 
Any adjustment under this clause \(v\)
shall become effective immediately after the Open of Business on the Record Date for such dividend, or immediately after the Open of Business on the Effective Date for such split, subdivision, reverse split, combination or reclassification, as
applicable. If such dividend of the type described in this clause \(v\) is declared but not so paid or made and will not be so paid or made, the Conversion Factor shall be immediately readjusted, effective as of the date the board of directors
determines not to pay such dividend, to the Conversion Factor that would be in effect if such dividend had not been declared.

- 7 -

\(vi\) the Company distributes any rights, options or warrants to all or substantially all
holders of Class A Shares to convert into, exchange for or subscribe for or to purchase or to otherwise acquire Class A Shares \(or other securities convertible into, exchangeable for or exercisable for Class A Shares\) at a price per
share that is less than the average of the Class A Share Value for the ten \(10\) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance \(each a
“**Class** **A Distributed Right**”\), then, as of the Record Date for the distribution of such Class A Distributed Rights or, if later, the time such Class A Distributed Rights become exercisable, the Conversion
Factor shall be adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Record Date by a fraction \(A\) the numerator of which shall be \(x\) the number of
Class A Shares issued and outstanding as of the Close of Business on the Record Date \(or, if later, the date such Class A Distributed Rights become exercisable\) plus \(y\) such number of Class A Shares determined by dividing the
minimum aggregate cash purchase price under such Class A Distributed Rights of the maximum number of Class A Shares purchasable under such Class A Distributed Rights by the average of the Class A Share Value for the ten
\(10\) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance \(or, if later, the date such Class A Distributed Rights become exercisable\) and \(B\) the
denominator of which shall be the number of Class A Shares issued and outstanding as of the Close of Business on the Record Date \(or, if later, the date such Class A Distributed Rights become exercisable\) plus the maximum number of
Class A Shares purchasable under such Class A Distributed Rights; provided, however, that, if any such Class A Distributed Rights expire or become no longer exercisable, then the Conversion Factor shall be adjusted, effective
retroactive to the Record Date of the Class A Distributed Rights, to reflect a reduced maximum number of Class A Shares or any change in the minimum aggregate purchase price for the purposes of the above fraction.

Any adjustment under this clause \(vi\) will be made successively whenever such rights, options or warrants are issued and shall become
effective immediately after the Open of Business on the Record Date \(or, if later, the date such Class A Distributed Rights become exercisable\) for such issuance. To the extent that the Class A Shares are not delivered and will not be
delivered after the exercise of such rights, options or warrants, the Conversion Factor shall be increased to the Conversion Factor that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been
made on the basis of delivery of only the number of Class A Shares actually delivered. If such rights, options or warrants are not so issued, the Conversion Factor shall be increased, effective as of the date the board of directors determines
not to issue such rights, options or warrants, to the Conversion Factor that would then be in effect if such Record Date for such issuance had not occurred.

In determining the minimum aggregate purchase price under such Class A Distributed Rights, there shall be taken into account any
consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the board of directors.

Any adjustment to the Conversion Factor shall be calculated up to four \(4\) decimal places. Within ten \(10\) Business Days of the
effectiveness of any adjustment or readjustment of the Conversion Factor, the Company shall make a public announcement of such adjustment or readjustment.

- 8 -

Notwithstanding the foregoing, the Conversion Factor shall not be adjusted in connection
with \(a\) an event described in clauses \(i\) through \(iv\) above \(other than clause \(iii\)\(B\) above\) if, in connection with such event, the Company makes a distribution of cash, Class A Shares, BEP Units and/or rights, options
or warrants to acquire Class A Shares and/or BEP Units with respect to all applicable Class A Shares, splits or subdivides the Class A Shares, distributes to all or substantially all holders of Class A Shares evidences of its
indebtedness or assets or effects a reverse split of, or otherwise combines or makes an offer for, the Class A Shares, as applicable, that, in the determination of the Company, is comparable as a whole in all material respects with such event,
\(b\) a Spin-off as described in clause \(iii\)\(B\) above if the Company makes a distribution of the share capital or similar equity interests distributed to BEP Unit holders in the Spin-off in an amount and on terms that are comparable in all material respects to such Spin-off, or \(c\) an event described in clauses \(v\) through \(vi\) above
if, in connection with such event, BEP makes a distribution of cash, Class A Shares, BEP Units and/or rights, options or warrants to acquire Class A Shares and/or BEP Units with respect to all BEP Units, splits or subdivides the BEP Units
or effects a reverse split of, or otherwise combines or makes an offer for, the BEP Units, as applicable, that, in the determination of the Company, is comparable as a whole in all material respects with such event;

\(ee\) “**Conversion Notice**” has the meaning as provided in §26.32;

\(ff\) “**Effective Date**” means, with respect to an event described in clauses \(i\) and \(v\) of the definition of
“Conversion Factor” above, the first date on which the BEP Units or Class A Shares, as applicable, trade on the applicable exchange or in the applicable market, in a regular way, reflecting the relevant unit or share split,
subdivision, reserve split, combination or reclassification, as applicable;
 
\(gg\) “**Exchange Act**” means the U.S. Securities
Exchange Act of 1934, as amended;
 
\(hh\) “**Exchange Consideration**” has the meaning as provided in §26.14;

\(ii\) “**Exchange Date**” means the date upon which a Tendering Class A Shareholder’s Exchange Right has been satisfied
by the delivery of the Exchange Consideration to such Tendering Class A Shareholder with respect to its Tendered Class A Shares;

\(jj\) **“** **Exchange-Redemption Call Right**” has the meaning as provided in §26.24;

\(kk\) “**Exchange Right**” has the meaning as provided in §26.12;

\(ll\) “**Ex-Dividend Date**” means, in respect of a dividend or distribution on the
applicable securities, \(a\) the date on which such securities are traded without an entitlement to such dividend or distribution or \(b\) where such securities trade on a due bill basis, the date on which such dividend or distribution is
paid;
 
\(mm\) “**Expiration Date**” has the meaning as provided in clause \(iv\) of the definition of “Conversion
Factor” above;
 
\(nn\) “**Governing Body**” means \(i\) with respect to a corporation or limited company, the board of
directors of such corporation or limited company, \(ii\) with respect to a limited liability company, the manager\(s\), director\(s\) or managing partner\(s\) of such limited liability company, \(iii\) with respect to a partnership, the board,
committee or other body of each general partner or managing

- 9 -

\(ww\) “**Liquidation Event**” has the meaning as provided in §26.26;

\(xx\) “**Liquidation Reference Date**” has the meaning as provided in §26.26;

\(yy\) “**Non-Affiliated Holders**” means the holders of Class A Shares other than BEP-Affiliated Class A Shareholders;
 
\(zz\) “**Notice of Class** **ARedemption**” means a Notice of Redemption substantially in the form set forth on Exhibit “B” hereto;
 
\(aaa\)
“**Notice of Class** **B Retraction**” means a Notice of Retraction substantially in the form set forth on Exhibit “C” hereto;

\(bbb\) “**Notice of Exchange**” means a Notice of Exchange substantially in the form set forth on Exhibit “A” hereto
\(or notice of the exercise of Exchange Rights in such other form as may be acceptable to the Company\);
 
\(ccc\) “**Open ofBusiness**” means 9:00 a.m., Eastern Time;
 
\(ddd\) “**Person**” means any natural person, partnership, limited
partnership, limited liability partnership, joint venture, syndicate, sole proprietorship, company or corporation \(with or without share capital\), limited liability corporation, unlimited liability company, joint stock company, unincorporated
association, trust, trustee, executor, administrator or other legal personal representative, governmental entity or other entity however designated or constituted and pronouns have a similarly extended meaning;

\(eee\) “**Record Date**” means with respect to any dividend, distribution or other transaction or event in which the holders of BEP
Units and/or Class A Shares have the right to receive any cash, securities, assets or other property or in which BEP Units and/or Class A Shares are exchanged for or converted into any combination of securities, cash, assets or other
property, the date fixed for determination of holders of BEP Units and/or Class A Shares entitled to receive such cash, securities, assets or other property \(whether such date is fixed by the board of directors or the BEP GP, as applicable, or
a duly authorized committee thereof, or as determined pursuant to any statute, constating document, contract or otherwise\);
 
\(fff\)
“**Redemption Consideration**” has the meaning as provided in §26.22;
 
\(ggg\) “**registered address**” of a
shareholder means the shareholder’s address as recorded in the central securities register;
 
\(hhh\) “**Rights Agent**”
means Wilmington Trust, National Association or any successor thereto as rights agent for the Secondary Exchange Amount;
 
\(iii\)
“**Rights Agreement**” means that certain Rights Agreement to be entered into by and between BN and the Rights Agent on or prior to the initial issuance of Class A Shares by the Company as it may be amended or modified from time to
time in accordance with the terms thereof;
 
\(jjj\) “**Secondary Exchange Amount**” means, with respect to a Tendered Share, the
BEP Units Amount for such Tendered Share or, at the election of BN, the Cash Amount for such Tendered Share, in each case, on the terms and subject to the conditions of the Rights Agreement;

- 11 -

\(kkk\) “**Secondary Exchange Date**” means, with respect to any Class A
Share, the date that is two \(2\) Business Days following the Specified Exchange Date or Specified Class A Redemption Date, as applicable, with respect to such Class A Share;

\(lll\) “**Secondary Exchange Right**” has the meaning set forth in §26.17;

\(mmm\) “**share**” means a share in the share structure of the Company;

\(nnn\) “**special majority**” means the number of votes described in §11.2 which is required to pass a special resolution;
 
\(ooo\) “**Specified Class** **A Redemption Date**” means, with respect to the Notice of Class A
Redemption, the sixtieth \(60th\) day following delivery of such Notice of Class A Redemption to the Class A Shareholder or such later day specified in such Notice of Class A Redemption;

\(ppp\) “**Specified Class** **B Retraction Date**” means, with respect to each Notice of Class B Retraction,
the thirtieth \(30th\) day following receipt of such Notice of Class B Retraction by the Company;
 
\(qqq\) “**Specified ExchangeDate**” means, with respect to each Notice of Exchange for which an Exchange Date has not occurred prior thereto, the tenth \(10th\) Business Day following the receipt of such Notice of Exchange by the Transfer Agent;

\(rrr\) “**Spin-off**” means a payment by BEP of a distribution of shares of any
class or series, or similar equity interest, of or relating to a subsidiary or business unit of BEP, that are, or, when issued, will be, listed or admitted for trading on a U.S. National Securities Exchange or the TSX;

\(sss\) “**Tendered Class** **A Shares**” has the meaning as provided in §26.12;

\(ttt\) “**Tendered Class** **B Shares**” has the meaning as provided in §27.11;

\(uuu\) “**Tendered Shares**” means the Tendered Class A Shares, Tendered Class B Shares, as applicable;

\(vvv\) “**Tendering Class** **A Shareholder**” has the meaning as provided in §26.12;

\(www\) “**Tendering Class** **B Shareholder**” has the meaning as provided in §27.11;

\(xxx\) “**Trading Day**” means a day on which \(a\) trading in the applicable securities generally occurs on a U.S. National
Securities Exchange or, if the applicable securities are not then listed on a U.S. National Securities Exchange, on the TSX or such other market on which the applicable securities are then traded and \(b\) a Last Reported Sale Price for the
applicable securities is available on such securities exchange or market. If the applicable securities are not so listed, or in the case of unlisted securities, so traded, “Trading Day” means a “Business Day”;

\(yyy\) “**Transfer**” means any sale, assignment, surrender, gift or transfer of ownership of, the granting or foreclosure of a
pledge, mortgage, charge, security interest, hypothecation or other encumbrance, whether voluntary, involuntary, by operation of law or otherwise, or the entry into of any contract, option or other arrangement or understanding with respect to the
foregoing;

- 12 -

\(zzz\) “**Transfer Agent**” means Computershare Investor Services Inc., and
includes any person who becomes a successor or replacement transfer agent is deemed to refer to all successors, including, without limitation, by operation of law of such transfer agent;

\(aaaa\) “**TSX**” means Toronto Stock Exchange;

\(bbbb\) “**Unpaid Dividends**” has the meaning as provided in §26.3;

\(cccc\) “**U.S. National Securities Exchange**” means an exchange registered with the U.S. Securities and Exchange Commission under
Section 6\(a\) of the Exchange Act on which the applicable securities are listed, or if the applicable securities are not listed on an exchange so registered with the U.S. Securities and Exchange Commission, any other U.S. exchange, whether or
not so registered, on which the applicable securities are listed;
 
\(dddd\) “**Valuation Date**” means \(i\) the date of
receipt by the Transfer Agent of a Notice of Exchange, or by the Company of a Notice of Class B Retraction, or, if such date is not a Trading Day, the first \(1st\) Trading Day thereafter; or \(ii\) the day immediately preceding the date the
Company issues a Notice of Class A Redemption, or, if such day is not a Business Day, the Trading Day immediately preceding such day; and

\(eeee\) “**Valuation Period**” means, with respect to any Spin-off, the ten
\(10\) consecutive Trading Day period commencing on, and including, the Ex-Dividend Date of the Spin-off.

**Act and Interpretation Act Definitions Applicable**
 
1.2
The definitions in the Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and except as the context requires otherwise, apply to these Articles as if they were an enactment.
If there is a conflict between a definition in the Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Act will prevail. If there is a conflict or inconsistency between these
Articles and the Act, the Act will prevail.
 
**Actions on Non-Business Days**

1.3 Whenever any payment to be made or action to be taken hereunder is required to be made or taken on a day other than a Business Day, such payment shall be
made or action taken on the next following Business Day.
 
**Currency**

1.4 Except where otherwise expressly provided herein, all amounts are stated in U.S. currency.

**PART 2**
 
**SHARES ANDSHARE CERTIFICATES**
 
**Authorized Share Structure**

2.1 The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of
the Company.

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**Form of Share Certificate**

2.2 Each share certificate issued by the Company must comply with, and be signed as required by, the Act.

**Shareholder Entitled to Certificate, Acknowledgment or Written Notice**

2.3 Unless the shares of which the shareholder is the registered owner are uncertificated shares, each shareholder is entitled, without charge, to \(a\) one
share certificate representing the shares of each class or series of shares registered in the shareholder’s name or \(b\) a nontransferable written acknowledgment of the shareholder’s right to obtain such a share certificate,
provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the
shareholders’ duly authorized agents will be sufficient delivery to all. If a shareholder is the registered owner of uncertificated shares, the Company must send to a holder of an uncertificated share a written notice containing the information
required by the Act within a reasonable time after the issue or transfer of such share.
 
**Delivery by Mail**

2.4 Any share certificate or non-transferable written acknowledgment of a shareholder’s right to obtain a share
certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or
acknowledgement is lost in the mail or stolen.
 
**Replacement of Worn Out or Defaced Certificate or Acknowledgement**

2.5 If a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a
share certificate is worn out or defaced, the Company must, on production of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as are deemed fit:

\(a\) cancel the share certificate or acknowledgment; and

\(b\) issue a replacement share certificate or acknowledgment.

**Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment**

2.6 If a share certificate or a non-transferable written acknowledgment of a shareholder’s right to obtain a share
certificate is lost, stolen or destroyed, the Company must issue a replacement share certificate or acknowledgment, as the case may be, to the person entitled to that share certificate or acknowledgment, if it receives:

\(a\) proof satisfactory to it of the loss, theft or destruction; and

\(b\) any indemnity the directors consider adequate.

**Splitting Share Certificates**
 
2.7 If a shareholder
surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same
number of shares as the share certificate so

- 14 -

surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

**Certificate Fee**
 
2.8 There must be paid to the Company,
in relation to the issue of any share certificate under §2.5, §2.6 or §2.7, the amount, if any, not exceeding the amount prescribed under the Act, determined by the directors.

**Recognition of Trusts**
 
2.9 Except as required by law or
statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize \(even when having notice thereof\) any equitable, contingent, future or
partial interest in any share or fraction of a share or \(except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction\) any other rights in respect of any share except an absolute right to the entirety
thereof in the shareholder.
 
**PART 3**

**ISSUE OF SHARES**
 
**Directors Authorized**
 
3.1 Subject to the Act and the rights, if any, of the holders of issued shares of the Company, the Company may allot, issue, sell or otherwise dispose
of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the consideration \(including any premium at which shares with par value may be
issued\) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

**Commissions and Discounts**
 
3.2 The Company may at any
time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person’s purchase or agreement to purchase shares of the Company from the Company or any other person’s procurement or agreement to
procure purchasers for shares of the Company.
 
**Brokerage**

3.3 The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

**Conditions of Issue**
 
3.4 Except as provided for by the
Act, no share may be issued until it is fully paid. A share is fully paid when:
 
\(a\) consideration is provided to the Company for the issue
of the share by one or more of the following:
 
\(i\) past services performed for the Company;

\(ii\) property;

- 15 -

\(iii\) money; and

\(b\) the value of the consideration received by the Company equals or exceeds the issue price set for the share under §3.1.

**Share Purchase Warrants and Rights**
 
3.5 Subject to the
Act and the rights if any, of the holders of issued shares of the Company, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights
may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

**PART 4**
 
**SHAREREGISTERS**
 
**Central Securities Register**
 
4.1 As
required by and subject to the Act, the Company must maintain a central securities register and may appoint an agent to maintain such register. The directors may appoint one or more agents, including the agent appointed to keep the central
securities register, as transfer agent for shares or any class or series of shares and the same or another agent as registrar for shares or such class or series of shares, as the case may be. The directors may terminate such appointment of
any agent at any time and may appoint another agent in its place. If the directors designate a location outside British Columbia as the location at which the company maintains its central securities register, the central securities register must be
available for inspection and copying in accordance with the Act at a location inside British Columbia by means of a computer terminal or other electronic technology.

**PART 5**
 
**SHARETRANSFERS**
 
**Registering Transfers**
 
5.1 A transfer
of a share must not be registered unless the Company or the transfer agent or registrar for the class or series of shares to be transferred has received:

\(a\) except as exempted by the Act, a duly signed proper instrument of transfer in respect of the share;

\(b\) if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate;

\(c\) if a non-transferable written acknowledgment of the shareholder’s right to obtain a share
certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment; and
 
\(d\) such other evidence, if
any, as the Company or the transfer agent or registrar for the class or series of share to be transferred may require to prove the title of the transferor or the transferor’s right to transfer the share, the due signing of the instrument
of transfer and the right of the transferee to have the transfer registered.

- 16 -

**Form of Instrument of Transfer**

5.2 The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates
of that class or series or in some other form that may be approved by the directors.
 
**Transferor Remains Shareholder**

5.3 Except to the extent that the Act otherwise provides, the transferor of a share is deemed to remain the holder of it until the name of the transferee is
entered in a securities register of the Company in respect of the transfer.
 
**Signing of Instrument of Transfer**

5.4 If a shareholder, or the shareholder’s duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the
shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other
manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:

\(a\) in the name of the person named as transferee in that instrument of transfer; or

\(b\) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited
for the purpose of having the transfer registered.
 
**Enquiry as to Title Not Required**

5.5 Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer
as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the
transfer by the shareholder or by any intermediate owner or holder of the shares transferred, of any interest in such shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate
for such shares.
 
**Transfer Fee**
 
5.6 There must be
paid to the Company, in relation to the registration of a transfer, the amount, if any, determined by the directors.
 
**PART 6**
 
**TRANSMISSION OF SHARES**
 
**LegalPersonal Representative Recognized on Death**
 
6.1 In case of the death of a shareholder, the legal personal representative of the shareholder, or in the
case of shares registered in the shareholder’s name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the
shares. Before recognizing a person as a legal personal representative of a shareholder, the Company shall receive the documentation required by the Act.

- 17 -

**Rights of Legal Personal Representative**

6.2 The legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder,
including the right to transfer the shares in accordance with these Articles, provided the documents required by the Act and the directors have been deposited with the Company. This §6.2 does not apply in the case of the death of a shareholder
with respect to shares registered in the name of the shareholder and the name of another person in joint tenancy.
 
**PART 7**

**PURCHASE, REDEEM OR OTHERWISE ACQUIRE SHARES**

**Company Authorized to Purchase, Redeem or Otherwise Acquire Shares**

7.1 Subject to the special rights or restrictions attached to the shares of any class or series and the Act, the Company may, if authorized by the
directors, purchase or otherwise acquire any of its shares at the price and upon the terms determined by the directors.
 
**Sale and Voting of Purchased,Redeemed or Otherwise Acquired Shares**
 
7.2 If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift,
cancel or otherwise dispose of the share, but, while such share is held by the Company, it:
 
\(a\) is not entitled to vote the share at a
meeting of its shareholders;
 
\(b\) must not pay a dividend in respect of the share; and

\(c\) must not make any other distribution in respect of the share. Company Entitled to Purchase, Redeem or Otherwise Acquire Share Fractions
 
7.3 The Company may, without prior notice to the holders, purchase, redeem or otherwise acquire for fair value any and all outstanding share fractions of
any class or kind of shares in its authorized share structure as may exist at any time and from time to time. Upon the Company delivering the purchase funds and confirmation of purchase or redemption of the share fractions to the holders’
registered or last known address, or if the Company has a transfer agent then to such agent for the benefit of and forwarding to such holders, the Company shall thereupon amend its central securities register to reflect the purchase or redemption of
such share fractions and if the Company has a transfer agent, shall direct the transfer agent to amend the central securities register accordingly.

**PART 8**
 
**BORROWINGPOWERS**
 
8.1 The Company, if authorized by the directors, may:

\(a\) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;
 
\(b\) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or
any other person and at such discounts or premiums and on such other terms as the directors consider appropriate;

- 18 -

\(c\) guarantee the repayment of money by any other person or the performance of any
obligation of any other person; and
 
\(d\) mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or
give other security on, the whole or any part of the present and future assets and undertaking of the Company.
 
**PART 9**

**ALTERATIONS**
 
**Alteration of AuthorizedShare Structure**
 
9.1 Subject to §9.2 and the Act, the Company may by ordinary resolution \(or a resolution of the directors in the case of
§9.1\(c\) or §9.1\(f\)\):
 
\(a\) create one or more classes of shares or, if none of the shares of a class of shares are allotted
or issued, eliminate that class of shares;
 
\(b\) increase, reduce or eliminate the maximum number of shares that the Company is
authorized to issue out of any class of shares or establish a maximum number of shares that the Company is authorized to issue out of any class of shares for which no maximum is established;

\(c\) subdivide or consolidate all or any of its unissued, or fully paid issued, shares;

\(d\) if the Company is authorized to issue shares of a class of shares with par value:

\(i\) decrease the par value of those shares; or

\(ii\) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;

\(e\) change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares
without par value into shares with par value;
 
\(f\) alter the identifying name of any of its shares; or

\(g\) otherwise alter its shares or authorized share structure when required or permitted to do so by the Act where it does not specify by a
special resolution;
 
and, if applicable, alter its Notice of Articles and Articles accordingly.

**Special Rights or Restrictions**
 
9.2 Subject to the Act
and in particular those provisions of the Act relating to the rights of holders of outstanding shares to vote if their rights are prejudiced or interfered with, the Company may by ordinary resolution:

\(a\) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class of shares,
whether or not any or all of those shares have been issued; or
 
\(b\) vary or delete any special rights or restrictions attached to the
shares of any class of shares, whether or not any or all of those shares have been issued,

- 19 -

and alter its Notice of Articles and Articles accordingly.

**Change of Name**
 
9.3 The Company may by directors
resolution authorize an alteration of its Notice of Articles in order to change its name or adopt or change any translation of that name.
 
**OtherAlterations**
 
9.4 If the Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by
ordinary resolution alter these Articles.
 
**PART 10**

**MEETINGS OF SHAREHOLDERS**
 
**AnnualGeneral Meetings**
 
10.1 Unless an annual general meeting is deferred or waived in accordance with the Act, the Company must hold its first annual
general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference
date at such time and place as may be determined by the directors.
 
**Resolution Instead of Annual General Meeting**

10.2 If all the shareholders who are entitled to vote at an annual general meeting consent in writing by a unanimous resolution to all of the business that is
required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this §10.2, select as the
Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting. A unanimous resolution passed in writing under this §10.2 may be by signed document, fax, email or any other method
of transmitting legibly recorded messages. Any electronic signature on a unanimous resolution, whether digital or encrypted, shall be deemed to have the same force and effect as a manual signature. A unanimous resolution in writing may be in two or
more counterparts which together are deemed to constitute one unanimous resolution in writing.
 
**Calling of Meetings of Shareholders**

10.3 The directors may, at any time, call a meeting of shareholders.

**Notice for Meetings of Shareholders**
 
10.4 The Company
must send notice of the date, time and location of any meeting of shareholders \(including, without limitation, any notice specifying the intention to propose a resolution as a special resolution and any notice to consider approving a continuation
into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting\), in the manner provided in these Articles, or in such other manner, if any, as may
be prescribed by ordinary resolution \(whether previous notice of the resolution has been given or not\), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide,
at least the following number of days before the meeting:

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\(a\) if the Company is a public company, 21 days;

\(b\) otherwise, 10 days.
 
**Record Date forNotice**
 
10.5 The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of
shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Act, by more than four months. The record date must not
precede the date on which the meeting is held by fewer than:
 
\(a\) if the Company is a public company, 21 days;

\(b\) otherwise, 10 days.
 
If no record date is
set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

**Record Date for Voting**
 
10.6 The directors may set a date
as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting
requisitioned by shareholders under the Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the
meeting.
 
**Failure to Give Notice and Waiver of Notice**

10.7 The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any
of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive that entitlement or may agree to reduce the period of that notice.
Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is
not lawfully called.
 
**Notice of Special Business at Meetings of Shareholders**

10.8 If a meeting of shareholders is to consider special business within the meaning of §11.1, the notice of meeting must:

\(a\) state the general nature of the special business; and

\(b\) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of
effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

\(i\) at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice;
and
 
\(ii\) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

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**Place of Meetings**

10.9 In addition to any location in British Columbia, any general meeting may be held in any location outside British Columbia approved by a resolution of the
directors, or if so approved by a resolution of the directors, any general meeting may be held entirely by means of an electronic or other communication facility that permits all persons participating in the meeting to communicate adequately with
each other to the extent permitted by the Act.
 
**PART 11**

**PROCEEDINGS AT MEETINGS OF SHAREHOLDERS**

**Special Business**
 
11.1 At a meeting of shareholders, the
following business is special business:
 
\(a\) at a meeting of shareholders that is not an annual general meeting, all business is special
business except business relating to the conduct of or voting at the meeting;
 
\(b\) at an annual general meeting, all business is special
business except for the following:
 
\(i\) business relating to the conduct of or voting at the meeting;

\(ii\) consideration of any financial statements of the Company presented to the meeting;

\(iii\) consideration of any reports of the directors or auditor;

\(iv\) the setting or changing of the number of directors;

\(v\) the election or appointment of directors;

\(vi\) the appointment of an auditor;

\(vii\) the setting of the remuneration of an auditor;

\(viii\) business arising out of a report of the directors not requiring the passing of a special resolution;

\(ix\) any other business which, under these Articles or the Act, may be transacted at a meeting of shareholders without prior notice of the
business being given to the shareholders.
 
**Special Resolutions**

11.2 The number of votes required for the Company to pass a special resolution at a general meeting of shareholders is
two-thirds of the votes cast on the resolution.
 
**Ordinary Resolutions**

11.3 The number of votes required for the Company to pass an ordinary resolution at a general meeting of shareholders is a majority of the votes cast on the
resolution.

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**Quorum**

11.4 Subject to the special rights or restrictions attached to the shares of any class or series of shares, and to §11.6, the quorum for the
transaction of business at a meeting of shareholders is at least one holder of Class A Shares and one holder of Class B Shares, whether present in person or represented by proxy, in the aggregate, hold at least 25% of the votes attached to
the shares entitled to be voted at the meeting. At any time that no Class A Shares are outstanding, the quorum will be at least one holder of Class B Shares.

11.5 Where a separate vote by a class or series or classes or series is required, the quorum for that matter is at least two shareholders who, whether
present in person or represented by proxy, in the aggregate, hold at least 25% of the votes attached to the shares of such class or series or classes or series entitled to vote on that matter.

**One Shareholder May Constitute Quorum**
 
11.6 If there is
only one shareholder entitled to vote at a meeting of shareholders:
 
\(a\) the quorum is one person who is, or who represents by proxy, that
shareholder, and
 
\(b\) that shareholder, present in person or by proxy, may constitute the meeting.

**Persons Entitled to Attend Meeting**
 
11.7 In addition to
those persons who are entitled to vote at a meeting of shareholders, the only other persons entitled to be present at the meeting are the directors, the president \(if any\), the secretary \(if any\), the assistant secretary \(if any\), any lawyer for the
Company, the auditor of the Company, any persons invited to be present at the meeting by the directors or by the chair of the meeting and any persons entitled or required under the Act or these Articles to be present at the meeting; but if any of
those persons does attend the meeting, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

**Requirement of Quorum**
 
11.8 No business, other than the
election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be
present throughout the meeting.
 
**Lack of Quorum**
 
11.9
If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

\(a\) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

\(b\) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place
specified in the notice calling the meeting unless otherwise determined by an ordinary resolutions of those shareholders present and for which notification is provided to all shareholders entitled to attend such meeting.

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**Lack of Quorum at Succeeding Meeting**

11.10 If, at the meeting to which the meeting referred to in §11.9\(b\) was adjourned, a quorum is not present within
one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy one or more shareholders, entitled to attend and vote at the meeting shall be
deemed to constitute a quorum.
 
**Chair**
 
11.11 The
following individual is entitled to preside as chair at a meeting of shareholders:
 
\(a\) the chair of the board, if any; or

\(b\) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

**Selection of Alternate Chair**
 
11.12 If, at any meeting of
shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board
and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present may choose either one of their number or the lawyer of the Company to be chair of the
meeting. If all of the directors present decline to take the chair or fail to so choose or if no director is present or the lawyer of the Company declines to take the chair, the shareholders entitled to vote at the meeting who are present in person
or by proxy may choose any person present at the meeting to chair the meeting.
 
**Adjournments**

11.13 The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no
business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

**Notice of Adjourned Meeting**
 
11.14 It is not necessary to
give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the
case of the original meeting.
 
**Decisions by Show of Hands or Poll**

11.15 Subject to the Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the
declaration of the result of the vote by show of hands, is directed by the chair or demanded by any shareholder entitled to vote who is present in person or by proxy.

**Declaration of Result**
 
11.16 The chair of a meeting of
shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair
that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under §11.15,

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conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

**Motion Need Not be Seconded**
 
11.17 No motion proposed at
a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

**Casting Vote**
 
11.18 In case of an equality of votes, the
chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

**Manner of Taking Poll**
 
11.19 Subject to §11.20, if a
poll is duly demanded at a meeting of shareholders:
 
\(a\) the poll must be taken:

\(i\) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and

\(ii\) in the manner, at the time and at the place that the chair of the meeting directs;

\(b\) the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and

\(c\) the demand for the poll may be withdrawn by the person who demanded it.

**Demand for Poll on Adjournment**
 
11.20 A poll demanded at
a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.
 
**Chair Must Resolve Dispute**

11.21 In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and the
determination of the chair made in good faith is final and conclusive.
 
**Casting of Votes**

11.22 On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

**No Demand for Poll on Election of Chair**
 
11.23 No poll
may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

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**Demand for Poll Not to Prevent Continuance of Meeting**

11.24 The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the
transaction of any business other than the question on which a poll has been demanded.
 
**Retention of Ballots and Proxies**

11.25 The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and,
during that period, make them available for inspection during normal business hours by any shareholder or proxy holder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

**PART 12**
 
**VOTES OFSHAREHOLDERS**
 
**Number of Votes by Shareholder or by Shares**

12.1 Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under §12.3:

\(a\) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and
 
\(b\) on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter
and held by that shareholder and may exercise that vote either in person or by proxy.
 
**Votes of Persons in Representative Capacity**

12.2 A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at
the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

**Votes by Joint Holders**
 
12.3 If there are joint
shareholders registered in respect of any share:
 
\(a\) any one of the joint shareholders may vote at any meeting of shareholders, personally
or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
 
\(b\) if more than one of the joint
shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register
in respect of the share will be counted.
 
**Legal Personal Representatives as Joint Shareholders**

12.4 Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of §12.3, deemed to be
joint shareholders registered in respect of that share.

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**Representative of a Corporate Shareholder**

12.5 If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any
meeting of shareholders of the Company, and:
 
\(a\) for that purpose, the instrument appointing a representative must be received:

\(i\) at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at
least the number of Business Days specified in the notice for the receipt of proxies, or if no number of days is specified, two Business Days before the day set for the holding of the meeting or any adjourned meeting; or

\(ii\) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair of the
meeting or adjourned meeting;
 
\(b\) if a representative is appointed under this §12.5:

\(i\) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the
representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

\(ii\) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder
present in person at the meeting.
 
Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any
other method of transmitting legibly recorded messages.
 
**Proxy Provisions Do Not Apply to All Companies**

12.6 If and for so long as the Company is a public company or a pre-existing reporting company which has the Statutory
Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply, then §12.7 to §12.15 are not mandatory, however the directors of the Company are authorized to apply all or part of such
sections or to adopt alternative procedures for proxy form, deposit and revocation procedures to the extent that the directors deem necessary in order to comply with securities laws applicable to the Company.

**Appointment of Proxy Holders**
 
12.7 Every shareholder of
the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders may, by proxy, appoint one or more \(but not more than five\) proxy holders to attend and act at the meeting
in the manner, to the extent and with the powers conferred by the proxy.
 
**Alternate Proxy Holders**

12.8 A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

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**Proxy Holder Need Not Be Shareholder**

12.9 A proxy holder need not be a shareholder of the Company.

**Deposit of Proxy**
 
12.10 A proxy for a meeting of
shareholders must:
 
\(a\) be received at the registered office of the Company or at any other place specified, in the notice calling the
meeting, for the receipt of proxies, at least the number of Business Days specified in the notice, or if no number of days is specified, two Business Days before the day set for the holding of the meeting or any adjourned meeting; or

\(b\) unless the notice provides otherwise, be received, at the meeting or any adjourned meeting, by the chair of the meeting or adjourned
meeting or by a person designated by the chair of the meeting or adjourned meeting.
 
A proxy may be sent to the Company by written instrument, fax or any
other method of transmitting legibly recorded messages, including through Internet or telephone voting or by email, if permitted by the notice calling the meeting or the information circular for the meeting.

**Validity of Proxy Vote**
 
12.11 A vote given in accordance
with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of
that death, incapacity or revocation is received:
 
\(a\) at the registered office of the Company, at any time up to and including the last
Business Day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or
 
\(b\) at the
meeting or any adjourned meeting by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.

**Form of Proxy**
 
12.12 A proxy, whether for a specified
meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

\[name of company\]
 
\(the
“Company”\)
 
The undersigned, being a shareholder of the Company, hereby appoints \[name\] or, failing that person, \[name\], as
proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on \[month, day, year\] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given \(if no number is specified, then this proxy is given in respect of all shares
registered in the name of the undersigned\):

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| Signed \[month, day, year\] |
| --- |
| \[Signature of shareholder\] |
| \[Name of shareholder—printed\] |

 
**Revocation of Proxy**

12.13 Subject to §12.14, every proxy may be revoked by an instrument in writing that is received:

\(a\) at the registered office of the Company at any time up to and including the last Business Day before the day set for the holding of the
meeting or any adjourned meeting at which the proxy is to be used; or
 
\(b\) at the meeting or any adjourned meeting, by the chair of the
meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.
 
**Revocation of Proxy Must Be Signed**

12.14 An instrument referred to in §12.13 must be signed as follows:

\(a\) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or the
shareholder’s legal personal representative or trustee in bankruptcy;
 
\(b\) if the shareholder for whom the proxy holder is appointed
is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under §12.5.
 
**Productionof Evidence of Authority to Vote**
 
12.15 The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at
the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

**PART 13**
 
**DIRECTORS**
 
**First Directors; Number of Directors**
 
13.1 The
first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Act. The number of directors, excluding additional directors appointed under §14.8, is
set at:
 
\(a\) subject to §\(b\) and §\(c\), the number of directors that is equal to the number of the Company’s first
directors;
 
\(b\) if the Company is a public company, the greater of three and the most recently set of:

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\(i\) the number of directors set by a resolution of the directors \(whether or not previous
notice of the resolution was given\); and
 
\(ii\) the number of directors in office pursuant to §14.4;

\(c\) if the Company is not a public company, the most recently set of:

\(i\) the number of directors set by a resolution of the directors \(whether or not previous notice of the resolution was given\); and

\(ii\) the number of directors in office pursuant to §14.4.

**Change in Number of Directors**
 
13.2 If the number of
directors is set under §13.1\(b\)\(i\) or §13.1\(c\)\(i\), subject to any restrictions in the Act and to §14.8, the board of directors may appoint the directors needed to fill any vacancies in the board of directors up to that number.

**Directors’ Acts Valid Despite Vacancy**
 
13.3 An act
or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

**Qualifications of Directors**
 
13.4 A director is not
required to hold a share in the share structure of the Company as qualification for his or her office but must be qualified as required by the Act to become, act or continue to act as a director.

**Remuneration of Directors**
 
13.5 The directors are
entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders.

**Reimbursement of Expenses of Directors**
 
13.6 The Company
must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.
 
**Special Remuneration forDirectors**
 
13.7 If any director performs any professional or other services for the Company that in the opinion of the directors are outside the
ordinary duties of a director, he or she may be paid remuneration fixed by the directors, or at the option of the directors, fixed by ordinary resolution, and such remuneration will be in addition to any other remuneration that he or she may be
entitled to receive.
 
**Gratuity, Pension or Allowance on Retirement of Director**

13.8 Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any
director who has held any salaried office or place of profit with the Company or to his or her spouse or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

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directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

**Directors May Fill Casual Vacancies**
 
14.5 Any casual
vacancy occurring in the board of directors may be filled by the directors.
 
**Remaining Directors Power to Act**

14.6 The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant
to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject
to the Act, for any other purpose.
 
**Shareholders May Fill Vacancies**

14.7 If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders
may elect or appoint directors to fill any vacancies on the board of directors.
 
**Additional Directors**

14.8 Notwithstanding §13.1, §13.2, and §14.1, between annual general meetings or by unanimous resolutions contemplated by §10.2, the
directors may appoint one or more additional directors but the number of additional directors appointed under this §14.8 must not at any time exceed one-third of the number of the current directors who
were elected or appointed as directors other than under this §14.8. Any director so appointed ceases to hold office immediately before the next election or appointment of directors under §14.1\(a\), but is eligible for re-election or reappointment.
 
**Ceasing to be a Director**

14.9 A director ceases to be a director when:

\(a\) the term of office of the director expires;

\(b\) the director dies;
 
\(c\) the
director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or
 
\(d\) the director is removed
from office pursuant to §14.10 or §14.11.
 
**Removal of Director by Shareholders**

14.10 The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect,
or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders
may elect, or appoint by ordinary resolution, a director to fill that vacancy.

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**Removal of Director by Directors**

14.11 The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the
director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

**Nomination of Directors**
 
14.12

\(a\) Subject only to the Act, only persons who are nominated in accordance with the following procedures shall be eligible for election as
directors of the Company. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders \(but only if the election of directors is a matter specified in the notice of
meeting given by or at the direction of the person calling such special meeting\):
 
\(i\) by or at the direction of the board or an authorized
officer of the Company, including pursuant to a notice of meeting;
 
\(ii\) by or at the direction or request of one or more shareholders
pursuant to a proposal made in accordance with the provisions of the Act or a requisition of the shareholders made in accordance with the provisions of the Act; or

\(iii\) by any person \(a “**Nominating Shareholder**”\) \(A\) who, at the close of business on the date of the giving of the
notice provided for below in this §14.12 and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that
are entitled to be voted at such meeting and \(B\) who complies with the notice procedures set forth below in this §14.12.
 
\(b\) In
addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, such person must be given
 
\(i\)
timely notice thereof in proper written form to an officer of the Company of the Company at the principal executive offices of the Company in accordance with this §14.12 and

\(ii\) the representation and agreement with respect to each candidate for nomination as required by, and within the time period specified in
§14.12\(c\).
 
\(c\) To be timely under §14.12\(b\)\(i\), a Nominating Shareholder’s notice to an officer of the Company, being
either the Chief Executive Officer, the Chief Financial Officer, or the Corporate Secretary \(singularly, “**an officer of the Company**”\), must be made:

\(i\) in the case of an annual meeting of shareholders, not less than 40 days prior to the date of the annual meeting of shareholders; provided,
however, that in the event that the annual meeting of shareholders is called for a date that is less than 50 days after the date \(the “**Notice Date**”\) on which the first public announcement of the date of the annual meeting was made,
notice by the Nominating Shareholder may be made not later than the tenth \(10th\) day following the Notice Date; and

- 33 -

\(ii\) in the case of a special meeting \(which is not also an annual meeting\) of shareholders
called for the purpose of electing directors \(whether or not called for other purposes\), not later than the fifteenth \(15th\) day following the day on which the first public announcement of the date of the special meeting of shareholders was made.
 
\(iii\) Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this §14.12\(c\).

\(d\) To be in proper written form, a Nominating Shareholder’s notice to an officer of the Company, under §14.12\(b\) must set forth:
 
\(i\) as to each person whom the Nominating Shareholder proposes to nominate for election as a director \(A\) the name, age, business
address and residence address of the person, \(B\) the principal occupation or employment of the person, \(C\) the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or
of record by the person as of the record date for the Meeting of Shareholders \(if such date shall then have been made publicly available and shall have occurred\) and as of the date of such notice, \(D\) a statement as to whether such person would
be “independent” of the Company \(within the meaning of sections 1.4 and 1.5 of National Instrument 52-110 – *Audit Committees* of the Canadian Securities Administrators, as such provisions
may be amended from time to time and, if applicable, the listing standards of the securities exchange\(s\) on which the Class A Shares may then be listed\) if elected as a director at such meeting and the reasons and basis for such determination
and \(E\) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities
Laws; and
 
\(ii\) as to the Nominating Shareholder giving the notice, \(A\) any information relating to such Nominating Shareholder that
would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws, and \(B\) the class or series and number of shares in
the capital of the Company which are controlled or which are owned beneficially or of record by the Nominating Shareholder as of the record date for the Meeting of Shareholders \(if such date shall then have been made publicly available and shall
have occurred\) and as of the date of such notice.
 
\(e\) No person shall be eligible for election as a director of the Company unless
nominated in accordance with the provisions of this §14.12; provided, however, that nothing in this §14.12 shall be deemed to preclude discussion by a shareholder \(as distinct from nominating directors\) at a meeting of shareholders of any
matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures
set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

\(f\) For purposes of this §14.12:

\(i\) “**Applicable Securities Laws**” means the *Securities Act* \(British Columbia\) and the equivalent legislation in the
other provinces and in the territories of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins

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and notices of the securities commissions and similar regulatory authorities of each of the applicable provinces and territories of Canada;

\(ii\) “**Associate**”, when used to indicate a relationship with a specified person, shall mean \(A\) any corporation or trust
of which such person owns beneficially, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of such corporation or trust for the time being outstanding, \(B\) any partner of that
person, \(C\) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity, \(D\) a spouse of such specified person, \(E\) any person of either sex with
whom such specified person is living in conjugal relationship outside marriage or \(F\) any relative of such specified person or of a person mentioned in clauses \(D\) or \(E\) of this definition if that relative has the same residence as
the specified person;
 
\(iii\) “**Derivatives Contract**” shall mean a contract between two parties \(the “Receiving
Party” and the “Counterparty”\) that is designed to expose the Receiving Party to economic benefits and risks that correspond substantially to the ownership by the Receiving Party of a number of shares in the capital of the Company or
securities convertible into such shares specified or referenced in such contract \(the number corresponding to such economic benefits and risks, the “Notional Securities”\), regardless of whether obligations under such contract are required
or permitted to be settled through the delivery of cash, shares in the capital of the Company or securities convertible into such shares or other property, without regard to any short position under the same or any other Derivatives Contract. For
the avoidance of doubt, interests in broad-based index options, broad-based index futures and broad-based publicly traded market baskets of stocks approved for trading by the appropriate governmental authority shall not be deemed to be Derivatives
Contracts;
 
\(iv\) “**Meeting of Shareholders**” shall mean such annual shareholders meeting or special shareholders meeting,
whether general or not, at which one or more persons are nominated for election to the board by a Nominating Shareholder;
 
\(v\)
“**owned beneficially**” or “**owns beneficially**” means, in connection with the ownership of shares in the capital of the Company by a person, \(A\) any such shares as to which such person or any of such person’s
affiliates or Associates owns at law or in equity, or has the right to acquire or become the owner at law or in equity, where such right is exercisable immediately or after the passage of time and whether or not on condition or the happening of any
contingency or the making of any payment, upon the exercise of any conversion right, exchange right or purchase right attaching to any securities, or pursuant to any agreement, arrangement, pledge or understanding whether or not in writing;
\(B\) any such shares as to which such person or any of such person’s affiliates or Associates has the right to vote, or the right to direct the voting, where such right is exercisable immediately or after the passage of time and whether or
not on condition or the happening of any contingency or the making of any payment, pursuant to any agreement, arrangement, pledge or understanding whether or not in writing; \(C\) any such shares which are beneficially owned, directly or
indirectly, by a Counterparty \(or any of such Counterparty’s affiliates or Associates\) under any Derivatives Contract \(without regard to any short or similar position under the same or any other Derivatives Contract\) to which such person or any
of such person’s affiliates or Associates is a Receiving Party; provided, however that the number of shares that a person owns beneficially pursuant to this clause \(C\) in connection with a particular Derivatives Contract shall not exceed
the number of Notional Securities with respect to such Derivatives Contract; provided, further, that the number of

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securities owned beneficially by each Counterparty \(including their respective affiliates and Associates\) under a Derivatives Contract shall for purposes of this clause be deemed to include all
securities that are owned beneficially, directly or indirectly, by any other Counterparty \(or any of such other Counterparty’s affiliates or Associates\) under any Derivatives Contract to which such first Counterparty \(or any of such first
Counterparty’s affiliates or Associates\) is a Receiving Party and this proviso shall be applied to successive Counterparties as appropriate; and \(D\) any such shares which are owned beneficially within the meaning of this definition by any
other person with whom such person is acting jointly or in concert with respect to the Company or any of its securities; and
 
\(vi\)
“**public announcement**” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company or its agents under its profile on the System of Electronic Document
Analysis and Retrieval at www.sedarplus.ca.
 
\(g\) Notwithstanding any other provision to this §14.12, notice or any delivery
given to an officer of the Company pursuant to this §14.12 may only be given by personal delivery, facsimile transmission, email or other electronic transmission method made available by the Company, and shall be deemed to have been given and
made only at the time it is served by personal delivery, email, electronic transmission or sent by facsimile transmission \(provided that receipt of confirmation of such transmission has been received\) to an officer of the Company at the address of
the principal executive offices of the Company; provided that if such delivery or electronic communication is made on a day which is a not a Business Day or later than 5:00 p.m. \(Vancouver time\) on a day which is a Business Day, then such delivery
or electronic communication shall be deemed to have been made on the subsequent day that is a Business Day.
 
14.13 In no event shall any adjournment or
postponement of a Meeting of Shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described in §14.12\(c\).

**PART 15**
 
**POWERS ANDDUTIES OF DIRECTORS**
 
**Powers of Management**
 
15.1
The directors must, subject to the Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Act or by these Articles,
required to be exercised by the shareholders of the Company.
 
**Appointment of Attorney of Company**

15.2 The directors may from time to time, by power of attorney or other instrument, appoint any person to be the attorney of the Company for such purposes, and
with such powers, authorities and discretions \(not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of,
or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends\) and for such period, and with such remuneration and subject to such conditions as the directors may think fit.
Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to
sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

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**Director or Officer in Other Corporations**

16.8 A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested
as a shareholder or otherwise, and, subject to the Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such
other person.
 
**PART 17**

**PROCEEDINGS OF DIRECTORS**
 
**Meetings ofDirectors**
 
17.1 The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and
meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

**Voting at Meetings**
 
17.2 Questions arising at any meeting
of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

**Chair of Meetings**
 
17.3 The following individual is
entitled to preside as chair at a meeting of directors:
 
\(a\) the chair of the board, if any;

\(b\) in the absence of the chair of the board, the president, if any, if the president is a director; or

\(c\) any other director chosen by the directors if:

\(i\) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding
the meeting;
 
\(ii\) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

\(iii\) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be
present at the meeting.
 
**Place of Meetings**
 
17.4
Meetings of directors may be held at any place within or outside of Canada, or if so approved by all of the directors, such meeting may be held entirely by means of an electronic or other communication facility that permits all persons participating
in the meeting to communicate adequately with each other to the extent permitted by the Act.
 
**Meetings by Telephone or Other Communications Medium**
 
17.5 A director may participate in a meeting of the directors or of any committee of the directors:

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\(a\) in person; or

\(b\) by telephone or by other communications medium if all directors participating in the meeting, whether in person or by telephone or other
communications medium, are able to communicate with each other.
 
A director who participates in a meeting in a manner contemplated by this §17.5 is
deemed for all purposes of the Act and these Articles to be present at the meeting and to have agreed to participate in that manner.
 
**Calling ofMeetings**
 
17.6 A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of
the directors at any time.
 
**Notice of Meetings**
 
17.7
Other than for meetings held at regular intervals as determined by the directors pursuant to §17.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors by
any method set out in §23.1 or orally or by telephone.
 
**When Notice Not Required**

17.8 It is not necessary to give notice of a meeting of the directors to a director if:

\(a\) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the
meeting of the directors at which that director is appointed; or
 
\(b\) the director has waived notice of the meeting.

**Meeting Valid Despite Failure to Give Notice**
 
17.9 The
accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director, does not invalidate any proceedings at that meeting.

**Waiver of Notice of Meetings**
 
17.10 Any director may send
to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver
with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and all meetings of the directors so held are deemed not to be improperly called or constituted by
reason of notice not having been given to such director. Attendance of a director at a meeting of the directors is a waiver of notice of the meeting unless that director attends the meeting for the express purpose of objecting to the transaction of
any business on the grounds that the meeting is not lawfully called.
 
**Quorum**

17.11 The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be a majority of
the directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

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**Validity of Acts Where Appointment Defective**

17.12 Subject to the Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the
qualification of that director or officer.
 
**Consent Resolutions in Writing**

17.13 A resolution of the directors or of any committee of the directors may be passed without a meeting:

\(a\) in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or

\(b\) in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may
have a disclosable interest, if each of the other directors who have not made such a disclosure consents in writing to the resolution.
 
A consent in
writing under this §17.13 may be by signed document, fax, email or any other method of transmitting legibly recorded messages. Any electronic signature on a consent, whether digital or encrypted, shall be deemed to have the same force and
effect as a manual signature. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution of the directors or of any committee of the directors passed in accordance with this
§17.13 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as
if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the
directors.
 
**PART 18**

**EXECUTIVE AND OTHER COMMITTEES**

**Appointment and Powers of Executive Committee**
 
18.1 The
directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’
powers, except:
 
\(a\) the power to fill vacancies in the board of directors;

\(b\) the power to remove a director;

\(c\) the power to change the membership of, or fill vacancies in, any committee of the directors; and

\(d\) such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.

**Appointment and Powers of Other Committees**
 
18.2 The
directors may, by resolution:
 
\(a\) appoint one or more committees \(other than the executive committee\) consisting of the director or
directors that they consider appropriate;

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\(b\) delegate to a committee appointed under §\(a\) any of the directors’
powers, except:
 
\(i\) the power to fill vacancies in the board of directors;

\(ii\) the power to remove a director;

\(iii\) the power to change the membership of, or fill vacancies in, any committee of the directors; and

\(iv\) the power to appoint or remove officers appointed by the directors; and

\(c\) make any delegation referred to in §\(b\) subject to the conditions set out in the resolution or any subsequent directors’
resolution.
 
**Obligations of Committees**
 
18.3 Any
committee appointed under §18.1 or §18.2 in the exercise of the powers delegated to it, must:
 
\(a\) conform to any rules that may
from time to time be imposed on it by the directors; and
 
\(b\) report every act or thing done in exercise of those powers at such times as
the directors may require.
 
**Powers of Board**
 
18.4 The
directors may, at any time, with respect to a committee appointed under §18.1 or §18.2
 
\(a\) revoke or alter the authority given
to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;

\(b\) terminate the appointment of, or change the membership of, the committee; and

\(c\) fill vacancies in the committee.

**Committee Meetings**
 
18.5 Subject to §18.3\(a\) and
unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under §18.1 or §18.2:

\(a\) the committee may meet and adjourn as it thinks proper;

\(b\) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is
not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

\(c\) a majority of the members of the committee constitutes a quorum of the committee; and

\(d\) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality
of votes, the chair of the meeting does not have a second or casting vote.

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\(iii\) at the request of the Company, is or was, or holds or held a position equivalent to
that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity,
 
and includes, except in the
definition of “eligible proceeding” and Sections 163\(1\)\(c\) and \(d\) and 165 of the Act, the heirs and personal or other legal representatives of that individual;

\(b\) “**eligible penalty**” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an
eligible proceeding;
 
\(c\) “**eligible proceeding**” means a proceeding in which an eligible party or any of the heirs and
personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Company or an
associated corporation
 
\(i\) is or may be joined as a party; or

\(ii\) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

\(d\) “**expenses**” has the meaning set out in the Act and includes costs, charges and expenses, including legal and other fees,
but does not include judgments, penalties, fines or amounts paid in settlement of a proceeding; and
 
\(e\) “**proceeding**”
includes any legal proceeding or investigative action, whether current, threatened, pending or completed.
 
**Mandatory Indemnification of EligibleParties**
 
20.2 Subject to the Act, the Company must indemnify each eligible party and his or her heirs and legal personal representatives against all
eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each eligible
party is deemed to have contracted with the Company on the terms of the indemnity contained in this §20.2.
 
**Indemnification of Other Persons**
 
20.3 Subject to any restrictions in the Act, the Company may agree to indemnify and may indemnify any person \(including an eligible party\) against
eligible penalties and pay expenses incurred in connection with the performance of services by that person for the Company.
 
**Authority to AdvanceExpenses**
 
20.4 The Company may advance expenses to an eligible party to the extent permitted by and in accordance with the Act.

**Non-Compliance with Act**

20.5 Subject to the Act, the failure of an eligible party of the Company to comply with the Act or these Articles or, if applicable, any former *CompaniesAct* or former Articles does not, of itself, invalidate any indemnity to which he or she is entitled under this Part 20.

- 43 -

**Company May Purchase Insurance**

20.6 The Company may purchase and maintain insurance for the benefit of any eligible party \(or the heirs or legal personal representatives of any eligible
party\) against any liability incurred by any eligible party.
 
**PART 21**

**DIVIDENDS**
 
**Payment of Dividends Subjectto Special Rights**
 
21.1 The provisions of this Part 21 are subject to the rights, if any, of shareholders holding shares with special rights as to
dividends.
 
**Declaration of Dividends**
 
21.2 Subject to
the Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.
 
**No Notice Required**

21.3 The directors need not give notice to any shareholder of any declaration under §21.2.

**Record Date**
 
21.4 The directors must set a date as the
record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months.

**Manner of Paying Dividend**
 
21.5 A resolution declaring a
dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company or any other entity, or in any one or more of those
ways.
 
**Settlement of Difficulties**
 
21.6 If any
difficulty arises in regard to a distribution under §21.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

\(a\) set the value for distribution of specific assets;

\(b\) determine that money in substitution for all or any part of the specific assets to which any shareholders are entitled may be paid to any
shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
 
\(c\) vest any such specific assets in
trustees for the persons entitled to the dividend.
 
**When Dividend Payable**

21.7 Any dividend may be made payable on such date as is fixed by the directors.

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**Dividends to be Paid in Accordance with Number of Shares**

21.8 All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

**Receipt by Joint Shareholders**
 
21.9 If several persons
are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

**Dividend Bears No Interest**
 
21.10 No dividend bears
interest against the Company.
 
**Fractional Dividends**

21.11 If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be
disregarded in making payment of the dividend and that payment represents full payment of the dividend.
 
**Payment of Dividends**

21.12 Any dividend or other distribution payable in money in respect of shares may be paid \(i\) by cheque, made payable to the order of the person to whom
it is sent, and mailed to the registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to the person and to the address
the shareholder or joint shareholders may direct in writing or \(ii\) by wire transfer or other electronic means. In the case of payment of a dividend by cheque, mailing of such cheque will, to the extent of the sum represented by the cheque
\(plus the amount of the tax required by law to be deducted\), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority. In the case of
payment of a dividend by wire transfer or other electronic means, the initiation of such payment by the Company will, to the extent of the sum represented by the transfer \(plus the amount of the tax required by law to be deducted\), discharge all
liability for the dividend unless the amount of tax so deducted is not paid to the appropriate taxing authority.
 
**Capitalization of Retained Earningsor Surplus**
 
21.13 Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus
of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus so capitalized or any part thereof.

**PART 22**
 
**ACCOUNTINGRECORDS AND AUDITOR**
 
**Recording of Financial Affairs**

22.1 The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with
the Act.

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**Inspection of Accounting Records**

22.2 Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or
obtain a copy of any accounting records of the Company.
 
**Remuneration of Auditor**

22.3 The directors may set the remuneration of the auditor of the Company.

**PART 23**
 
**NOTICES**
 
**Method of Giving Notice**
 
23.1 Unless the Act or
these Articles provide otherwise, a notice, statement, report or other record required or permitted by the Act or these Articles \(a “**Notice**”\) to be sent by or to a person may be sent by:

\(a\) mail addressed to the person at the applicable address for that person as follows:

\(i\) for a Notice mailed to a shareholder, the shareholder’s registered address;

\(ii\) for a Notice mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by
the Company or the mailing address provided by the recipient for the sending of Notices of that class;
 
\(iii\) in any other case, the
mailing address of the intended recipient;
 
\(b\) delivery at the applicable address for that person as follows, addressed to the person:
 
\(i\) for a Notice delivered to a shareholder, the shareholder’s registered address;

\(ii\) for a Notice delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept
by the Company or the delivery address provided by the recipient for the sending of Notices of that class;
 
\(iii\) in any other case, the
delivery address of the intended recipient;
 
\(c\) sending the Notice by fax to the fax number provided by the intended recipient for the
sending of Notices that class;
 
\(d\) sending the Notice by email to the email address provided by the intended recipient for the sending of
Notices of that class;
 
\(e\) sending the Notice by other means of electronic transmission accessible by the intended recipient for the
sending of Notices of that class in accordance with applicable law; and
 
\(f\) physical delivery to the intended recipient.

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**Press Release**

23.2 Unless the Act or these Articles provide otherwise, a Notice to be sent to a shareholder shall be deemed conclusively to have been given or made, and the
obligation to give any Notice shall, unless otherwise required by applicable laws and regulations, be deemed conclusively to have been fully satisfied upon issuing a press release complying with applicable laws and regulations if deemed by the board
of directors to be a reasonable or appropriate means of providing such Notice.
 
**Deemed Receipt of Mailing**

23.3 A notice, statement, report or other record that is:

\(a\) mailed to a person by ordinary mail to the applicable address for that person referred to in §23.1 is deemed to be received by the
person to whom it was mailed on the day \(Saturdays, Sundays and holidays excepted\) following the date of mailing;
 
\(b\) faxed to a person to
the fax number provided by that person under §23.1 is deemed to be received by the person to whom it was faxed on the day it was faxed;

\(c\) emailed to a person to the e-mail address provided by that person under §23.1 is deemed to be
received by the person to whom it was e-mailed on the day that it was emailed; and
 
\(d\) sent to a
person by other means of electronic transmission under §23.1 is deemed to be received by the person to whom it was transmitted on the day that such transmission occurred.

**Certificate of Sending**
 
23.4 A certificate signed by the
secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was sent in accordance with §23.1 is conclusive evidence of
that fact.
 
**Notice to Joint Shareholders**
 
23.5 A
notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing such record to the joint shareholder first named in the central securities register in respect of the share.

**Notice to Legal Personal Representatives and Trustees**

23.6 A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or
incapacity of a shareholder by:
 
\(a\) mailing the record, addressed to them:

\(i\) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the
bankrupt shareholder or by any similar description; and
 
\(ii\) at the address, if any, supplied to the Company for that purpose by the
persons claiming to be so entitled; or

- 47 -

\(b\) if an address referred to in §23.6\(a\)\(ii\) has not been supplied to the Company, by
giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.
 
**Undelivered Notices**

23.7 If on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to §23.1 and on each of those
occasions any such record is returned because the shareholder cannot be located, the Company shall not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.

**PART 24**

**PROHIBITIONS**
 
**Definitions**

24.1 In this Part 24:
 
\(a\)
“**designated security**” means:
 
\(i\) a voting security of the Company;

\(ii\) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or,
on the liquidation or winding up of the Company, in its assets; or
 
\(iii\) a security of the Company convertible, directly or indirectly,
into a security described in §\(a\) or §\(b\);
 
\(b\) “**security**” has the meaning assigned in the *SecuritiesAct* \(British Columbia\); and
 
\(c\) “**voting security**” means a security of the Company that:

\(i\) is not a debt security; and

\(ii\) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

**Application**
 
24.2 §24.3 does not apply to the
Company if and for so long as it is a public company, a private company which is no longer eligible to use the private issuer exemption under the *Securities Act* \(British Columbia\) or a pre-existing
reporting company which has the Statutory Reporting Company Provisions as part of its Articles or a company to which the Statutory Reporting Company Provisions apply.

**Consent Required for Transfer of Shares or Designated Securities**

24.3 No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required
to give any reason for refusing to consent to any such sale, transfer or other disposition.

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that otherwise remains unclaimed for a period of two years from the date on which such dividend was first payable.

**Record and Payment Dates**
 
26.5 The Record Date with
respect to any Class A Dividend declared by the board of directors and the payment date of such Class A Dividend will be the same dates as the Record Date and the payment date, respectively, for the corresponding distribution declared on
the BEP Units, each as approved by the board of directors.
 
**RANKING**

**Ranking of the Class A Shares**
 
26.6 The Class A
Shares shall, as to the payment of dividends and return of capital in a Liquidation Event, rank senior to the Class B Shares and any other shares ranking junior to the Class A Shares with respect to priority in payment of dividends and
return of capital in a Liquidation Event.
 
**VOTING**

**Voting Rights**
 
26.7 Except as expressly provided herein,
each Class A Shareholder will be entitled to receive notice of, and to attend and vote at, all meetings of shareholders of the Company, except for meetings at which only holders of another specified class or series of shares are entitled
to vote separately as a class or series. Each Class A Shareholder shall be entitled to cast one vote for each Class A Share held at the record date for the determination of shareholders entitled to vote on any matter.

26.8 Except as otherwise expressly provided herein or as required by Law, the Class A Shareholders and Class B Shareholders will vote together and
not as separate classes.
 
26.9 The holders of the outstanding Class A Shares and Class B Shares, voting together, shall be entitled to vote in
respect of the election of all directors of the Company.
 
**Amendment with Approval of Class A Shareholders**

26.10 In addition to any other approvals required by Law, any approval given by the Class A Shareholders to add to, change or remove any right, privilege,
restriction or condition attaching to the Class A Shares or any other matter requiring the approval or consent of the Class A Shareholders as a separate class will be deemed to have been sufficiently given if it will have been given
in accordance with applicable Law, subject to a minimum requirement that such amendment be approved by not less than 66 2/3% of the votes cast on such amendment at a meeting of Class A Shareholders duly called and held at which the Class A
Shareholders holding at least 10% of the outstanding Class A Shares at that time are present or represented by proxy; provided that such approval must be given also by the affirmative vote of holders of not less than 66 2/3% of the Non-Affiliated Holders represented in person or by proxy at the meeting. If at any such meeting the Class A Shareholders holding at least 10% of the outstanding Class A Shares as of the Record Date of such
meeting are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting will be adjourned to such date not less than five days thereafter and to such
time and place as may be designated by the chairman of such meeting. At such reconvened meeting, the Class A Shareholders present or represented by proxy thereat may transact the business for which the meeting was originally called and a
resolution passed thereat by the affirmative vote of not less than 66

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2/3% of the votes cast on such amendment at such reconvened meeting by the Non-Affiliated Holders shall be effective. Notwithstanding the foregoing, any
approval given by the Class A Shareholders to add to, change or remove any right, privilege, restriction or condition attaching to the Class A Shares or any other matter that would reasonably be expected to impact the economic equivalence
of a Class A Share with a BEP Unit shall require \(i\) at a duly called annual or special meeting of the Class A Shareholders, the affirmative consent or vote, as applicable, of holders of a majority of the outstanding Class A
Shares held by Non-Affiliated Holders voting as a class, or \(ii\) in the event that there is more than one independent director of the Company \(within the meaning of sections 1.4 and 1.5 of National
Instrument 52-110 – Audit Committees of the Canadian Securities Administrators, as such provisions may be amended from time to time and, if applicable, the listing standards of the securities exchange\(s\)
on which the Class A Shares may then be listed\) who does not also serve on the board of the BEP GP \(each a “non-overlapping director”\), the approval of a majority of such non-overlapping directors.
 
**Approval of Issuance of Senior Securities to Affiliates**

26.11 Notwithstanding anything in these Articles to the contrary, approval of holders of a majority of the outstanding Class A Shares held by Non-Affiliated Holders, voting as a class, shall be required prior to the Company’s issuance to BN or BEP or any of their affiliates of any preferred or equity securities \(including any share purchase,
warrants, options and other rights convertible into, exchangeable for or exercisable for such securities\) that rank senior to the Class A Shares with respect to payment of dividends or return of capital in the event of liquidation, dissolution
or winding-up of the Company.
 
**EXCHANGE RIGHTS**

**Exchange at the Option of the Class A Shareholder**

26.12 Subject to applicable Law and the due exercise by BEP of the Exchange-Redemption Call Right, at any time from and after the date of the issuance of the
Class A Shares, each Class A Shareholder shall have the right \(the “**Exchange Right**”\) to require the Company to redeem all or such portion of the Class A Shares registered in the name of such Class A Shareholder
specified in a Notice of Exchange delivered to the Transfer Agent by or on behalf of such Class A Shareholder \(such Class A Shares being hereafter referred to as “**Tendered Class** **A Shares**” and such
Class A Shareholder, the “**Tendering Class** **A Shareholder**”\) for the BEP Units Amount per Tendered Class A Share or, if the Company elects in its sole and absolute discretion, the Cash Amount \(in lieu of
the BEP Units Amount per Tendered Class A Share\), plus, in either case, a cash amount equal to any Unpaid Dividends per Tendered Class A Share.

**Notice of Exchange**
 
26.13 A Class A Shareholder must
deliver a Notice of Exchange either electronically \(by electronic mail or by any other electronic procedure that may be established by the Transfer Agent and communicated to the Class A Shareholders by the Company or the Transfer Agent\) or
physically \(by mail, courier, hand delivery or otherwise\) to any office of the Transfer Agent prior to the issuance by the Company of a Notice of Class A Redemption or the announcement of a Liquidation Event in order to exercise his, her or its
Exchange Right. The Transfer Agent shall promptly notify the Company, BEP and, until such time as the Rights Agreement has been terminated, BN, of the receipt of a Notice of Exchange.

**Satisfaction of Exchange Rights**
 
26.14 Upon receipt by
the Transfer Agent of a Notice of Exchange and such additional documents and instruments as the Company or the Transfer Agent may reasonably require, and provided that BEP has not exercised the Exchange-Redemption Call Right, the Company will redeem
the applicable Tendered Class A

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Shares on or prior to the Specified Exchange Date. The Company will deliver or cause to be delivered to the Tendering Class A Shareholder, at the address of the holder recorded in the
register of the Company for the Class A Shares or at the address specified in the holder’s Notice of Exchange, either \(i\) the BEP Units Amount, or \(ii\) the Cash Amount, as the Company may determine in its sole and absolute
discretion, together with a cash amount for each Tendered Class A Share equal to any Unpaid Dividends per Tendered Class A Share \(\(i\) or \(ii\), plus such Unpaid Dividends collectively being the “**Exchange Consideration**”\) and
such delivery of such Exchange Consideration by or on behalf of the Company by the Transfer Agent will be deemed to be payment of and will satisfy and discharge all liability for the Exchange Rights so exercised. Should the Company elect to satisfy
Exchange Rights by delivering the Cash Amount, then the payment of such amount shall be made in the manner set forth in §26.4.
 
26.15 Any Tendering
Class A Shareholder shall have no further right, with respect to any Tendered Class A Shares redeemed, repurchased or exchanged, to receive any dividends on Class A Shares with a Record Date on or after the date on which the Transfer
Agent receives such Notice of Exchange. Each Tendering Class A Shareholder shall continue to own each Class A Share subject to any Notice of Exchange, and be treated as a Class A Shareholder with respect to each such Class A
Share for all other purposes of these Articles, until such Class A Share has been redeemed in accordance with §26.14 or repurchased or exchanged in accordance with the Rights Agreement, as applicable, for the Secondary Exchange Amount in
accordance with §26.17. A Tendering Class A Shareholder shall have no rights as a unitholder of BEP with respect to any BEP Units to be received by such Tendering Class A Shareholder in exchange for Tendered Class A Shares
pursuant to §26.12 until the Transfer Agent has issued such BEP Units to such Tendering Class A Shareholder.
 
26.16 Notwithstanding anything to
the contrary set forth herein, the Company will not be obligated to redeem Tendered Class A Shares to the extent that such redemption would be contrary to solvency requirements or other provisions of applicable Law. If the Company believes that
it would not be permitted by any such requirements or other provisions to redeem the Tendered Class A Shares, and BEP has not exercised its Exchange-Redemption Call Right with respect to the Tendered Class A Shares, the Company will only
be obligated to redeem the maximum number of Tendered Class A Shares \(rounded down to a whole number of Class A Shares\) that would not be contrary to such requirements or other provisions. The Company will notify any such Tendering
Class A Shareholder at least one Business Day prior to the Specified Exchange Date as to the number of Tendered Class A Shares that will be redeemed by the Company. Where there is more than one Tendering Class A Shareholder, the
Company will redeem the maximum number of Tendered Class A Shares that would not be contrary to such requirements or other provisions among such Tendering Class A Shareholders on a pro rata basis.

**Secondary Exchange Rights**
 
26.17 For so long as the
Rights Agreement has not been terminated, if a Tendering Class A Shareholder has not received the Exchange Consideration with respect to any Tendered Class A Shares by the Close of Business on the applicable Specified Exchange Date for any
reason, then, on the terms and subject to the conditions set forth in the Rights Agreement, which the Class A Shareholders shall have a right to enforce, such Tendering Class A Shareholder shall be entitled to receive from BN the Secondary
Exchange Amount with respect to each such Tendered Class A Share no later than the applicable Secondary Exchange Date \(the “**Secondary Exchange Right**”\). The Company shall send to BN and to the Rights Agent on the applicable
Specified Exchange Date a notice to the effect that the Tendering Class A Shareholder has not received the Exchange Consideration and such notice will set forth the identity of the Tendering Class A Shareholder, the number of Tendered
Class A Shares, the amounts of such Exchange Consideration then not paid and will be otherwise consistent with the definition of “Company Notice” in the Rights Agreement.

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**No Fractional BEP Units**

26.18 Notwithstanding anything to the contrary set forth herein, no fractional BEP Units shall be issued in connection with the satisfaction of Exchange
Rights, in connection with a redemption of a Class A Share or in connection with a Liquidation Event. In lieu of any fractional BEP Units to which the Tendering Class A Shareholder would otherwise be entitled, the Company shall pay a cash
amount equal to the BEP Unit Value on the Trading Day immediately preceding the Exchange Date multiplied by such fraction of a BEP Unit. In lieu of any fractional BEP Units to which the Tendering Class A Shareholder would otherwise be entitled
pursuant to the Rights Agreement, the Rights Agent shall pay a cash amount as determined in accordance with the terms and conditions of the Rights Agreement.

**Withholding Taxes**
 
26.19 Each Tendering Class A
Shareholder shall be required to pay to the Company the amount of any tax withholding due upon the redemption of Tendered Class A Shares pursuant to §26.12 to §26.14 and will be deemed to have authorized the Company to retain such
portion of the Exchange Consideration as the Company reasonably determines is necessary to satisfy its tax withholding obligations. Before making any withholding pursuant to this §26.19, the Company shall give each Tendering Class A
Shareholder within three \(3\) Business Days after the Company’s receipt of a Notice of Exchange from such Tendering Class A Shareholder, notice of the Company’s good faith estimate of the amount of any anticipated tax withholding
\(together with the legal basis therefor\) due upon the redemption of the Tendered Class A Shares subject to such Notice of Exchange, provide the Tendering Class A Shareholder with sufficient opportunity to provide any forms or other
documentation or take such other steps in order to avoid or reduce such tax withholding, and reasonably cooperate with the Tendering Class A Shareholder in good faith to attempt to reduce any amounts that would otherwise be withheld pursuant to
this §26.19; provided that any determination with respect to the tax withholding shall be made by the Company, BEP or an affiliate of BEP, as applicable, in its sole discretion exercised in good faith.

**COMPANY REDEMPTION RIGHTS**

**Company Redemption**
 
26.20 If the Company delivers or
causes to be delivered a Notice of Class A Redemption to the Class A Shareholders, it shall redeem all of the issued and outstanding Class A Shares on the Specified Class A Redemption Date. The Company may deliver a Notice of
Class A Redemption at any time, in its sole discretion and subject to applicable Law, including in any of the following circumstances:

\(a\) the total number of Class A Shares outstanding decreases by 50% or more over any 12-month
period;
 
\(b\) a Person acquires 90% of the BEP Units in a take-over bid \(as defined by Applicable Securities Laws\);

\(c\) the holders of BEP Units approve an acquisition of BEP by way of arrangement or amalgamation;

\(d\) the holders of BEP Units approve a restructuring or other reorganization of BEP;

\(e\) there is a sale of all or substantially all the assets of BEP;

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\(f\) there is a change of Law \(whether by legislative, governmental or judicial action\),
administrative practice or interpretation, or a change in circumstances of the Company and the shareholders of the Company, that may result in adverse tax consequences for the Company or the shareholders of the Company; or

\(g\) the board, in its good faith, concludes that the holders of BEP Units or the Class A Shareholders are adversely impacted by a fact,
change, or other circumstance relating to the Company.
 
**Right of Class B Shareholders to Cause Redemption of Class A Shares**

26.21 The Class B Shareholders may, at any time and in their sole discretion, deliver a notice to the Company specifying a date upon which the Company
shall redeem all of the issued and outstanding Class A Shares \(provided that such specified date is no less than 60 days from the date on which the Class B Shareholders deliver such notice\), and as soon as reasonably practicable after the
receipt of such notice, the Company shall, subject to applicable Law, deliver a Notice of Class A Redemption to the Class A Shareholders and, without the consent of the Class A Shareholders, shall redeem all of the Class A Shares
on the Specified Class A Redemption Date.
 
**Redemption Procedure**

26.22 In the event of a redemption of the Class A Shares, each Class A Shareholder shall be considered a Tendering Class A Shareholder and each
Class A Share shall be considered a Tendered Class A Share for the purposes of §26.20 to §26.23, and the Company shall, at or prior to Close of Business on the Specified Class A Redemption Date, pay to each Tendering
Class A Shareholder the BEP Units Amount, together with a cash amount for each Tendered Class A Share equal to any Unpaid Dividends per Tendered Class A Share \(the BEP Units Amount, plus such Unpaid Dividends collectively being the
“**Redemption Consideration**”\) and such delivery of such Redemption Consideration by or on behalf of the Company by the Transfer Agent will be deemed to be payment of and will satisfy and discharge all liability for the redemption of
the Class A Shares.
 
26.23 §26.15 to §26.16 and §26.18 to §26.19 shall apply in their entirety, *mutatis mutandis*, to a
redemption of the Class A Shares.
 
**Exchange-Redemption Call Right**

26.24 Notwithstanding the provisions in §26.12 to §26.23 above,

\(a\) in the event the Company receives a Notice of Exchange from a Tendering Class A Shareholder, BEP shall have an overriding right to
acquire, or cause its affiliate to acquire all, but not less than all, of the Tendered Class A Shares from the Tendering Class A Shareholder by delivering the Exchange Consideration \(the form of Exchange Consideration to be determined by
BEP in its sole and absolute discretion\) in accordance with §26.12 to §26.19 and §26.19 to §26.19, *mutatis mutandis*, in satisfaction of the obligations of the Company, and

\(b\) in the event the Company provides a Notice of Class A Redemption to each Class A Shareholder, BEP shall have an overriding right
to acquire, or cause its affiliate to acquire all, but not less than all, of the Class A Shares from each Class A Shareholder by delivering the Redemption Consideration in accordance with §26.20 to §26.23, *mutatismutandis*, in satisfaction of the obligations of the Company as set out therein \(the right in either \(a\) or \(b\) being the “**Exchange-Redemption Call Right**”\),

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and in the event of the exercise by BEP of the Exchange-Redemption Call Right, each
Tendering Class A Shareholder will be obligated to sell all Tendered Class A Shares held by such Tendering Class A Shareholder to BEP \(or its affiliate, as applicable\) on delivery by BEP \(or its affiliate, as applicable\) to such
Tendering Class A Shareholder of the Exchange Consideration or the Redemption Consideration, as applicable, and the Company will have no obligation to pay any Exchange Consideration or Redemption Consideration to the holders of such
Class A Shares so purchased by BEP \(or its affiliate, as applicable\).
 
26.25 In order to exercise its Exchange-Redemption Call Right, BEP must notify
the Transfer Agent in writing, as agent for the holders of Class A Shares, and the Company, of its intention to exercise such right at least 3 days before the Specified Exchange Date or at least 10 days before the Specified Class A
Redemption Date, as applicable. Delivery by BEP to the Transfer Agent of a standing direction as to any exercise of the Exchange-Redemption Call Right in respect of the exercise of Exchange Rights shall satisfy the notification requirements set
forth in this §26.25.
 
**LIQUIDATION**

**Liquidation Rights**
 
26.26 Upon any liquidation,
dissolution, winding up of the Company or any other distribution of its assets among its shareholders, whether voluntary or involuntary \(a “**Liquidation Event**”\), including where substantially concurrent with the liquidation,
dissolution, or winding up of BEP, whether voluntary or involuntary \(a “**BEP Liquidation Event**”\), each Class A Shareholder shall, subject to the exercise of the Liquidation Call Right, be entitled to be paid out of the assets of
the Company legally available for distribution on the effective date of the Liquidation Event \(the “**Liquidation Date**”\) an amount in cash per Class A Share then held by them equal to the BEP Unit Value on the Trading Day
immediately preceding the public announcement of the Liquidation Event \(the “**Liquidation Reference Date**”\) multiplied by the Conversion Factor \(and together with a cash amount for each Class A Share equal to any Unpaid Dividends
per Class A Share, the “**Liquidation Amount**”\). Notwithstanding the foregoing, in connection with a Liquidation Event, including where substantially concurrent with a BEP Liquidation Event, if the Company, in its sole and
absolute discretion elects, it may, subject to applicable Law, redeem all of the outstanding Class A Shares in exchange for such number of BEP Units per Class A Share equal to the Conversion Factor in effect on the Liquidation Reference
Date, together with a cash amount per Class A Share equal to any Unpaid Dividends per Class A Share in accordance with §26.22 and §26.23, in lieu of paying the Liquidation Amount.

26.27 The rights of the Class A Shareholders to receive the amount set forth in §26.26 is subject to:

\(a\) the prior rights of holders of any class of shares ranking in priority with the Class A Shares;

\(b\) prior payment in full to each Tendering Class A Shareholder that submitted a Notice of Exchange at least 10 days prior to the date of
the Liquidation Event of the Exchange Consideration; and
 
\(c\) prior payment in full to each Tendering Class B Shareholder that
submitted a Notice of Class B Retraction at least 30 days prior to the date of the Liquidation Event of the Class B Retraction Amount.
 
26.28
If, upon any such Liquidation Event, the assets of the Company are insufficient to make payment in full to all Class A Shareholders of the foregoing amounts set forth in §26.26 with respect to the Liquidation Event, then such assets \(or
consideration\) shall be distributed among the Class A Shareholders

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at the time outstanding, rateably in proportion to the full amounts to which they would otherwise be respectively entitled to receive under §26.26.

**BEP Liquidation Call Right**
 
26.29 Notwithstanding
§26.26, BEP will have the overriding right \(the “**Liquidation Call Right**”\), in the event of and notwithstanding the occurrence of any Liquidation Event, to purchase from, or cause its affiliate to purchase from, all but not less
than all of the Class A Shareholders on the Liquidation Date all but not less than all of the Class A Shares held by each such holder in exchange for the issuance by BEP of such number of BEP Units per Class A Share equal to the
Conversion Factor in effect on the Liquidation Reference Date \(and together with a cash amount for each Class A Share equal to any Unpaid Dividends per Class A Share, the “**Liquidation Call Consideration**”\). In the event of
the exercise of a Liquidation Call Right, each such Class A Shareholder will be obligated on the Liquidation Date to sell all the Class A Shares held by such holder to BEP on the Liquidation Date upon issuance by BEP to the holder of the
Liquidation Call Consideration for each such Class A Share and the Company will have no obligation to pay any Liquidation Amount to the holders of such Class A Shares so purchased by BEP.

26.30 In order to exercise the Liquidation Call Right, BEP must notify the Transfer Agent in writing, as agent for the Class A Shareholders and the
Company, of its intention to exercise such right at least 30 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding up of the Company and at least five Business Days before the Liquidation Date in the case of
an involuntary liquidation, dissolution or winding up of the Company. If BEP exercises the Liquidation Call Right in accordance with this §26.30, all obligations of the Company under §26.26 to §26.28 will terminate and on the
Liquidation Date BEP will purchase and Class A Shareholders will sell all of their Class A Shares then outstanding for a price per unit equal to the Liquidation Call Consideration.

**Automatic Redemption Rights**
 
26.31 Subject to the
exercise of the Liquidation Call Right, in connection with a BEP Liquidation Event, including where substantially concurrent with a Liquidation Event, the Company shall, subject to applicable Law, redeem all outstanding Class A Shares on the
day prior to the effective date of the BEP Liquidation Event, and immediately following the automatic redemption by Brookfield Renewable Corporation \(to be renamed Brookfield Renewable Holdings Corporation\) of the Class A.1 Shares and
Class A.2 Shares \(or exercise by BEP of the Liquidation Call Right in respect thereof\), in exchange for, in its sole and absolute discretion, \(i\) an amount in cash per share equal to the BEP Unit Value on the Trading Day immediately
preceding the public announcement of the BEP Liquidation Event multiplied by the Conversion Factor \(together with a cash amount for each Class A Share equal to any Unpaid Dividends per Class A Share\), or \(ii\) such number of BEP Units
equal to the Conversion Factor in effect on the Trading Day immediately preceding the public announcement of the BEP Liquidation Event \(together with a cash amount for each Class A Share equal to any Unpaid Dividends per Class A Share\).
 
**OTHER RIGHTS AND RESTRICTIONS**

**Conversion of Class A Shares**
 
26.32 Any BEP-Affiliated Class A Shareholder shall be entitled at any time to have any or all of such BEP-Affiliated Class A Shareholder’s Class A Shares converted
into Class B Shares at a conversion rate equal to one Class B Share for each Class A Share in respect of which the conversion right is exercised.

The right of conversion herein provided for may be exercised by notice in writing given to the Transfer Agent \(a “**Conversion Notice**”\), which
notice shall specify the number of Class A Shares that the BEP-

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Affiliated Class A Shareholder desires to have converted. Upon receipt of a Conversion Notice, the Company shall, subject to applicable Law, promptly issue to the converting BEP-Affiliated Class A Shareholder the requisite number of Class B Shares and the Transfer Agent shall cancel the converted Class A Shares subject to the Conversion Notice effective concurrently
therewith.
 
**Call Rights**
 
26.33 Each Class A
Shareholder, whether a registered holder or a beneficial holder, by virtue of becoming and being such a holder will be deemed to acknowledge each of the Exchange-Redemption Call Right and the Liquidation Call Right, in each case, in favour of BEP,
and the overriding nature thereof in connection with the exercise of Exchange Rights, the liquidation, dissolution or winding-up of the Company or any other distribution of the assets of the Company among its
shareholders for the purpose of winding up its affairs, or the retraction or redemption of Class A Shares, as the case may be, and to be bound thereby in favour of BEP as herein provided.

**Transfer Restrictions**
 
26.34 No Class A Shareholder
shall transfer to any Person such number of Class A Shares such that, after giving effect to the transfer, the transferee, together with its affiliates, would hold a direct and/or indirect interest in voting securities carrying 10% or more of
the voting rights attached to all voting securities of the Company without the prior approval of the Federal Energy Regulatory Commission, to the extent required.

**PART 27**
 
**SPECIALRIGHTS AND RESTRICTIONS CLASS B MULTIPLE VOTING SHARES**
 
**Special Rights and Restrictions**

27.1 The Class B Shares as a class shall have attached thereto the special rights and restrictions specified in this Part 27.

**Dividend Rights**
 
27.2 Class B Shareholders shall be
entitled to receive, as and when declared by the board of directors, out of any assets of the Company legally available therefor, such dividends as may be declared from time to time by the board of directors. The Class B Shareholders shall not
be entitled to receive dividends \(i\) unless and until the Company has paid any Unpaid Dividends, and \(ii\) unless and until the Company has paid all of the Exchange Consideration owing to any Tendering Class A Shareholders who have
submitted Notices of Exchange before the date the board of directors declares a dividend on the Class B Shares. The record and payment dates for dividends on Class B Shares shall be such date that the board of directors shall designate for
the payment of such dividends.
 
**Stock Dividends**
 
27.3
In the event a dividend is declared and paid on the Class A Shares consisting of Class A Shares, the board shall, subject to applicable Law, contemporaneously declare and pay an equivalent dividend on the Class B Shares consisting of
Class B Shares.

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**Ranking of the Class B Shares**

27.4 The Class B Shares shall, as to the payment of dividends and return of capital in a Liquidation Event, rank junior to the Class A Shares and
senior to any shares ranking junior to the Class B Shares with respect to priority in payment of dividends and return of capital in a Liquidation Event.

**Voting Rights**
 
27.5 Except as expressly provided herein,
each Class B Shareholder will be entitled to receive notice of, and attend and vote at, all meetings of shareholders of the Company, except for meetings at which only holders of another specified class or series of shares are entitled to
vote separately as a class or series. Each Class B Shareholder will be entitled to cast a number of votes per Class B Share equal to: \(i\) the number that is three times the number of Class A Shares then issued and
outstanding, divided by \(ii\) the number of Class B Shares then issued and outstanding.
 
27.6 Except as otherwise expressly provided
herein or as required by Law, the Class A Shareholders and the Class B Shareholders will vote together and not as separate classes.
 
27.7 At any
time that no Class A Shares are outstanding or for any vote held only in respect of the Class B Shares, each Class B Shareholder will be entitled to cast one vote per Class B Share.

27.8 The holders of the outstanding Class A Shares and Class B Shares, voting together, shall be entitled to vote for the election of all directors
of the Company.
 
**Amendment with Approval of Class B Shareholders**

27.9 In addition to any other approvals required by Law, the rights, privileges, restrictions and conditions attached to the Class B Shares as a
class may be added to, changed or removed but only with the approval of the Class B Shareholders given as hereinafter specified.
 
27.10 The
approval of the Class B Shareholders to add to, change or remove any right, privilege, restriction or condition attaching to the Class B Shares as a class or in respect of any other matter requiring the consent of the Class B
Shareholders may be given in such manner as may then be required by Law, subject to a minimum requirement that such approval be given by resolution signed by all the Class B Shareholders or passed by the affirmative vote of at least two thirds
of the votes cast at a meeting of the Class B Shareholders duly called for that purpose. On every poll taken at every meeting of the Class B Shareholders as a class, each Class B Shareholder entitled to vote thereat shall have one
vote in respect of each Class B Share held.
 
**Retraction at the Option of the Class B Shareholder**

27.11 Subject to applicable Law, at any time from and after the date of the issuance of the Class B Shares, each Class B Shareholder shall have the
right \(the “**Class** **B Retraction Right**”\) to require the Company to redeem all or such portion of the Class B Shares registered in the name of such Class B Shareholder specified in a Notice of Class B
Retraction delivered to the Company by or on behalf of such Class B Shareholder \(such Class B Shares being hereafter referred to as “**Tendered Class** **B Shares**” and such Class B Shareholder, the
“**Tendering Class** **B Shareholder**”\) for the Cash Amount \(the “**Class** **B Retraction Amount**”\).

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**Notice of Class B Retraction**

27.12 A Class B Shareholder must deliver a Notice of Class B Retraction to the registered office of the Company in order to exercise his, her or its
Class B Retraction Right.
 
**Satisfaction of Retraction Right**

27.13 Upon receipt by Company of a Notice of Class B Retraction and such additional documents and instruments as the Company may reasonably require, the
Company shall redeem the Tendered Class B Shares on or prior to the Specified Class B Retraction Date. The Company will deliver or cause to be delivered to the Tendering Class B Shareholder, at the address of the holder recorded in
the register of the Company for the Class B Shares or at the address specified in the holder’s Notice of Class B Retraction, the Class B Retraction Amount, and such delivery of such Class B Retraction Amount by or on behalf
of the Company, will be deemed to be payment of and will satisfy and discharge all liability for the Class B Retraction Right so exercised.
 
27.14
Each Tendering Class B Shareholder shall continue to own each Class B Share subject to any Notice of Class B Retraction, and be treated as a Class B Shareholder with respect to each such Class B Share for all other purposes
of these Articles, until such Class B Share has been redeemed by the Company in accordance with §27.11 to §27.16.
 
27.15 Notwithstanding
anything to the contrary set forth herein, the Company will not be obligated to redeem Tendered Class B Shares to the extent that such redemption would be contrary to solvency requirements or other provisions of applicable Law.

**Withholding Taxes**
 
27.16 Each Tendering Class B
Shareholder shall be required to pay to the Company the amount of any tax withholding due upon the redemption of Tendered Class B Shares pursuant to §27.11 to §27.13 and will be deemed to have authorized the Company to retain such
portion of the Class B Retraction Amount as the Company reasonably determines is necessary to satisfy its tax withholding obligations. Before making any withholding pursuant to this §27.16, the Company shall give each Tendering
Class B Shareholder within three \(3\) Business Days after the Company’s receipt of a Notice of Class B Retraction from such Tendering Class B Shareholder, notice of the Company’s good faith estimate of the amount of any
anticipated tax withholding \(together with the legal basis therefor\) due upon the redemption of the Tendered Class B Shares subject to such Notice of Class B Retraction, provide the Tendering Class B Shareholder with sufficient
opportunity to provide any forms or other documentation or take such other steps in order to avoid or reduce such tax withholding, and reasonably cooperate with the Tendering Class B Shareholder in good faith to attempt to reduce any amounts
that would otherwise be withheld pursuant to this §27.16; provided that any determination with respect to the tax withholding shall be made by the Company in its sole discretion exercised in good faith.

**Liquidation Rights**
 
27.17 Upon any Liquidation Event,
including where substantially concurrent with a BEP Liquidation Event, the Class B Shareholders shall be entitled to receive on the Liquidation Date the assets and property of the Company remaining, if any, after the prior payments of the
amounts set forth in §27.18.
 
27.18 The rights of the Class B Shareholders to receive the amount set forth in §27.17 is subject to the
prior payment of the amounts set forth in §26.27\(b\) and §26.27\(c\) and to the prior rights of holders of all Class A Shares and any other class of shares ranking in priority or rateably with the Class B Shares.

- 59 -

**Transfer Restrictions**

27.19 The Class B Shares may not be Transferred to any Person other than to BEP or a Person Controlled by BEP. If any Class B Shares are Transferred
in contravention of the preceding sentence, \(i\) such Transfer shall be null and void, and the Company shall not register or otherwise recognize the Transfer of the Class B Shares to the transferee, \(ii\) any rights to vote attaching to
the Class B Shares so Transferred may not be exercised by any Person, \(iii\) any payment by the Company on the Class B Shares so Transferred shall be prohibited and any such payment shall be forfeited, and \(iv\) any rights that an
ineligible transferee may have as a result of being a holder of Class B Shares shall be null and void, in each case, until such time as such Transfer is cancelled.

- 60 -

**EXHIBIT “A”**

**Notice of Exchange**

**NOTICE OF EXCHANGE**

To: Computershare Investor Services Inc. \(the “**Transfer Agent**”\)

**PLEASE DELIVER YOUR EXCHANGE REQUEST BY ONE OF THE OPTIONS BELOW:**

| ![LOGO](g168282g1101000708162.jpg)<br> Via PDF Email \(recommended\)\*: | ![LOGO](g168282g1101000708474.jpg)<br> Via Mail: |
| --- | --- |
| onlinedeposits@computershare.com<br> <br><br><br><br>\*   You can either scan this document via PDF or take a picture with your phone \(send a CLEAR<br>picture of all pages, both front and back within the same email\) | Computershare Trust Company of Canada<br> <br>P.O.<br>Box 7021<br> <br>31 Adelaide St E<br> <br>Toronto, ON M5C 3H2<br><br><br>Attn: Corporate Actions |

This notice is given pursuant to Section 26.13 of the articles \(the “**Articles**”\) of Brookfield Renewable
Corporation \(the “**Company**”\). All capitalized words and expressions used in this notice that are defined in the Articles have the meanings ascribed to such words and expressions in the Articles.

The undersigned hereby notifies the Company that the undersigned desires to have the Company redeem in accordance with the Articles:

| ☐ | all Class A Share\(s\) registered in the name of the undersigned; or |
| --- | --- |
| ☐ | Class A Share\(s\) registered in the name of the undersigned.<br> |
| --- | --- |

The undersigned acknowledges the Exchange-Redemption Call Right of Brookfield Renewable Partners L.P. \(“**BEP**”\) or an
affiliate of BEP to acquire all, but not less than all, of the Tendered Class A Shares from the undersigned and that this notice is and will be deemed to be an offer by the undersigned to sell the Tendered Class A Shares to BEP in
accordance with the Exchange-Redemption Call Right on or prior to the Specified Exchange Date for the Exchange Consideration or Redemption Consideration and on the other terms and conditions set out in the Articles.

The undersigned acknowledges that the Exchange Consideration for the Tendered Class A Shares may be satisfied by the delivery of an equivalent number of
BEP Units \(subject to adjustment to reflect certain capital events\) or its cash equivalent. The form of payment is to be determined by the Company or BEP in its respective sole and absolute discretion. It is the intention of the Company and BEP to
satisfy payment of the Exchange Consideration for Tendered Class A Shares through the delivery of BEP Units rather than the Cash Amount.
 
The
undersigned acknowledges that the Company will not be obligated to redeem Tendered Class A Shares to the extent that such redemption would be contrary to solvency requirements or other provisions of applicable Law. If the Company believes that
it would not be permitted by any such requirements or other provisions to redeem the Tendered Class A Shares, provided that BEP has not exercised its Exchange-Redemption Call Right with respect to the Tendered Class A Shares, the Company
will only be obligated to redeem the maximum number of Tendered Class A Shares \(rounded down to a whole number of Class A Shares\) that would not be contrary to such provisions.

The undersigned hereby represents and warrants to the Company and BEP that the undersigned has good title
to, and owns, the Class A Share\(s\) to be acquired by the Company, BEP or an affiliate of BEP as the case may be, free and clear of all liens, claims and encumbrances whatsoever.

| \(Date\) |
| --- |
| \(Signature of Tendering Class A Shareholder\) |
| \(Guarantee of Signature\) |
| ***CURRENCY ELECTION***<br> <br><br><br><br>\(only if exchange or acquisition of the Tendered Class A Shares is satisfied by the Cash Amount\)<br><br><br><br> <br>**Shareholders domiciled in Canada will receive the Cash Amount inCanadian dollars \(CAD\) and shareholders domiciled in the United States and all other countries will receive the Cash Amount in U.S. dollars \(USD\), unless otherwise elected below:**<br><br><br><br> <br>☐   Issue my cash<br>entitlement payment\(s\) in U.S. dollars \(USD\).<br> <br><br><br><br>☐   Issue my cash entitlement payment\(s\) in Canadian dollars \(CAD\).<br><br><br><br> <br>By electing to receive payment in another currency, the undersigned acknowledges that<br>\(a\) the exchange rate used will be the rate established by the Transfer Agent, in its capacity as foreign exchange service provider to the Company, on the date the funds are converted; \(b\) the risk of any fluctuation in such rate will be<br>borne by the undersigned; and \(c\) the Transfer Agent may earn commercially reasonable spread between its exchange rate and the rate used by any counterparty from which it purchases the elected currency. |
| --- |
| ***Payment Delivery Instruction*** |
| ☐   Please check this box if the Cash Amount, if applicable, resulting from the exchange or<br>acquisition of the Tendered Class A Shares is to be paid by cheque and mailed to the last address of the Tendering Class A Shareholder as it appears on the register of the Company or as instructed below in Exhibit “A”. ALL<br>CHEQUE PAYMENTS WILL BE ISSUED TO THE REGISTERED NAME AS IT CURRENTLY APPEARS.<br> <br><br><br><br>☐   Please check this box if the Cash Amount, if applicable, resulting from the exchange or<br>acquisition of the Tendered Class A Shares is to be paid by cheque and held for pick-up by the Tendering Class A Shareholder at the principal transfer office of the Transfer Agent in Toronto,<br>Ontario.<br> <br><br> <br>☐   Please<br>check this box if the Cash Amount, if applicable, resulting from the exchange or acquisition of the Tendered Class A Shares is to be paid electronically to the Tendering Class A Shareholder using the electronic payment information as it<br>appears on the dividend register of the Company or as instructed below in Exhibit “B”. |

NOTE: This panel must be completed and such additional documents as the Transfer Agent may require must be deposited
with the Transfer Agent at its principal transfer office in Toronto, Ontario. The BEP Units Amount and any payment resulting from the exchange or acquisition of the Tendered Class A Shares will be issued and registered in, and made payable to
respectively, the name of the Tendering Class A Shareholder as it appears on the register of the Company and the BEP Units Amount and payment resulting from such exchange or acquisition will be delivered to such Tendering Class A
Shareholder as indicated above, unless the form appearing immediately below is duly completed.

- 2 -

**EXHIBIT A:**

***Cheque Delivery Information***

| Date: |
| --- |
| Name of Person in Whose Name Payment is to be Delivered \(please print\) |
| Street Address or P.O. Box |
| City, Province and Postal Code |
| Signature of Tendering Class A Shareholder |

**EXHIBIT B**

**BROOKFIELD RENEWABLE CORPORATION**

*EXCHANGE WIRE PAYMENT FORM\** ****

\*\* Beneficiary Name\(s\) that appears on the account at your financial institution – **this MUST be the same name and address that yourshares are registered to**

| \*\*Beneficiary Address \(Note: PO Boxes will not be accepted\) | \*\*City | \*\*Province/State | \*\*Postal Code/Zip Code |
| --- | --- | --- | --- |
| \*\*Beneficiary Bank/Financial Institution |
| --- |
| \*\*Bank Address        \*\*City   \*\*Province/State<br>  \*\*Postal Code/Zip Code |
| --- |

PLEASE ONLY COMPLETE THE APPLICABLE BOXES BELOW, AS PROVIDED BY YOUR FINANCIAL INSTITUTION. YOU ARE NOT REQUIRED TO COMPLETE ALL BOXES

| \*\*Bank Account No. | Bank No. & Transit No. \(Canadian Banks\) | ABA/Routing No. \(US Banks\) |
| --- | --- | --- |
|  | \(3 digits & 5 digits\) | \(9 digits\) |
| SWIFT or BIC Code | IBAN Number | Sort Code \(GBP\) |
| --- | --- | --- |
| \(11 characters – if you only have eight, put ‘XXX’ for the last three\) |  |  |
| Additional | Notes | and | special | routing | instructions: |
| --- | --- | --- | --- | --- | --- |

**\***PLEASE NOTE THAT THERE IS A $100 BANKING FEE ON WIRE PAYMENTS. ALTERNATIVELY, CHEQUE PAYMENTS ARE
ISSUED AT NO ADDITIONAL COST. IF WIRE DETAILS ARE INCORRECT OR INCOMPLETE, COMPUTERSHARE WILL ATTEMPT TO CONTACT YOU AND CORRECT THE ISSUE. HOWEVER, IF WE CANNOT CORRECT THE ISSUE PROMPTLY, A CHEQUE WILL BE AUTOMATICALLY ISSUED AND MAILED TO THE
ADDRESS ON RECORD. NO FEES WILL BE CHARGED
 
**\*\***MANDATORY FIELD

Please provide email address and phone number in the event that we need to contact you for corrective measures:

| **EMAIL ADDRESS:** | **PHONE NUMBER** **:** |
| --- | --- |

**EXHIBIT “C”**

**Notice of Class A Redemption**

**NOTICE OF CLASS A REDEMPTION**

To: Class A Shareholders of Brookfield Renewable Corporation \(the “**Company**”\)

This notice is given pursuant to Section 26.20 of the articles of the Company \(the “**Articles**”\). All capitalized words and expressions
used in this notice that are defined in the Articles have the meanings ascribed to such words and expressions in such Articles.
 
The Company hereby
notifies the Class A Shareholders that the Company desires to redeem all of the issued and outstanding Class A Shares in accordance with the Articles.

The Company acknowledges that this notice is and will be deemed to be an irrevocable offer by the Company to redeem all of the Class A Shares on the
Specified Class A Redemption Date for the Redemption Consideration and on the other terms and conditions set out in the Articles.

| **Brookfield Renewable Corporation** |
| --- |
| \(Date\) |

**EXHIBIT “D”**

**Notice of Class B Retraction**

**NOTICE OF CLASS B RETRACTION**

To: Brookfield Renewable Corporation \(the “**Company**”\)

This notice is given pursuant to Section 27.12 of the articles of the Company \(the “**Articles**”\). All capitalized words and expressions
used in this notice that are defined in the Articles have the meanings ascribed to such words and expressions in such Articles.
 
The undersigned hereby
notifies the Company that the undersigned desires to have the Company redeem in accordance with the Articles:

| all Class B Share\(s\) registered in the name of the undersigned; or |
| --- |
| Class B Share\(s\) registered in the name of the undersigned. |

The undersigned acknowledges that this notice is and will be deemed to be an irrevocable offer by the undersigned to sell the
Tendered Class B Shares to the Company on or prior to the Specified Class B Retraction Date for the Class B Retraction Amount and on the other terms and conditions set out in the Articles.

The undersigned acknowledges that the Company will not be obligated to redeem Tendered Class B Shares to the extent that such redemption would be
contrary to solvency requirements or other provisions of applicable Law. If the Company believes that it would not be permitted by any such requirements or other provisions to redeem the Tendered Class B Shares, the Company will only be
obligated to redeem the maximum number of Tendered Class B Shares \(rounded down to a whole number of Class B Shares\) that would not be contrary to such provisions.

The undersigned hereby represents and warrants to the Company that the undersigned has good title to, and owns, the Class B Share\(s\) to be acquired by
the Company, free and clear of all liens, claims and encumbrances whatsoever.

| Date: |
| --- |
| \(Signature of Tendering Class B Shareholder\) |
| \(Guarantee of Signature\) |

☐ Please check this box if the Cash Amount resulting from the acquisition of the Tendered Class B Shares is to be
mailed to the last address of the Tendering Class B Shareholder as it appears on the register of the Company.
 
NOTE: This panel must be
completed and this certificate, together with such additional documents as the Company may require, must be delivered to the registered office of the Company in Vancouver, British Columbia. Any payment resulting from the acquisition of the Tendered
Class B Shares will be made payable to the name of the Tendering Class B Shareholder as it appears on the register of the Company and

payment resulting from such acquisition will be delivered to such Tendering Class B Shareholder as indicated above, unless the form appearing immediately below is duly completed.

| Date: |
| --- |
| Name of Person in Whose Name Payment is to be<br><br><br>Delivered \(please print\) |
| --- |
| Street Address or P.O. Box |
| City, Province and Postal Code |
| Signature of Tendering Class B Shareholder |

NOTE: If this Notice of Class B Retraction is for less than all of the Class B Share\(s\) represented by this
certificate, a certificate representing the remaining Class B Shares of the Company will be issued and registered in the name of the Tendering Class B Shareholder as it appears on the register of the Company.

EX-99.13

**Exhibit 99.13**

Number: **BC1222593**

***BUSINESS CORPORATIONS ACT***

**ARTICLES**
 
**OF**

**BROOKFIELD RENEWABLE HOLDINGS CORPORATION**

**TABLE OF CONTENTS**

|  | **Page** |  |
| --- | --- | --- |
| PART 1 INTERPRETATION |  | 1 |
| PART 2 SHARES AND SHARE CERTIFICATES |  | 18 |
| PART 3 ISSUE OF SHARES |  | 19 |
| PART 4 SHARE REGISTERS |  | 20 |
| PART 5 SHARE TRANSFERS |  | 20 |
| PART 6 TRANSMISSION OF SHARES |  | 22 |
| PART 7 PURCHASE, REDEEM OR OTHERWISE ACQUIRE SHARES |  | 22 |
| PART 8 BORROWING POWERS |  | 23 |
| PART 9 ALTERATIONS |  | 23 |
| PART 10 MEETINGS OF SHAREHOLDERS |  | 24 |
| PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS |  | 26 |
| PART 12 VOTES OF SHAREHOLDERS |  | 30 |
| PART 13 DIRECTORS |  | 34 |
| PART 14 ELECTION AND REMOVAL OF DIRECTORS |  | 35 |
| PART 15 POWERS AND DUTIES OF DIRECTORS |  | 37 |
| PART 16 INTERESTS OF DIRECTORS AND OFFICERS |  | 38 |
| PART 17 PROCEEDINGS OF DIRECTORS |  | 39 |
| PART 18 EXECUTIVE AND OTHER COMMITTEES |  | 42 |
| PART 19 OFFICERS |  | 43 |
| PART 20 INDEMNIFICATION |  | 44 |
| PART 21 DIVIDENDS |  | 45 |
| PART 22 ACCOUNTING RECORDS AND AUDITOR |  | 47 |
| PART 23 NOTICES |  | 47 |
| PART 24 PROHIBITIONS |  | 49 |
| PART 25 FORUM SELECTION |  | 50 |

- i -

**TABLE OF CONTENTS**

\(continued\)

|  | **Page** |  |
| --- | --- | --- |
| PART 26 SPECIAL RIGHTS AND RESTRICTIONS CLASS A.1 EXCHANGEABLE SUBORDINATE VOTING<br>SHARES |  | 50 |
| PART 27 SPECIAL RIGHTS AND RESTRICTIONS CLASS A.2 EXCHANGEABLE<br>NON-VOTING SHARES |  | 57 |
| PART 28 SPECIAL RIGHTS AND RESTRICTIONS CLASS B MULTIPLE VOTING SHARES |  | 64 |
| PART 29 SPECIAL RIGHTS AND RESTRICTIONS CLASS C<br>NON-VOTING SHARES |  | 67 |
| PART 30 SPECIAL RIGHTS AND RESTRICTIONS CLASS A SENIOR PREFERRED SHARES |  | 70 |
| PART 31 SPECIAL RIGHTS AND RESTRICTIONS CLASS B JUNIOR PREFERRED SHARES |  | 71 |

- ii -

Number: **BC1222593**

***BUSINESS CORPORATIONS ACT***

**ARTICLES**
 
**OF**

**BROOKFIELD RENEWABLE HOLDINGS CORPORATION**

**\(THE “COMPANY”\)**

**PART 1**

**INTERPRETATION**
 
**Definitions**

1.1 In these Articles, unless the context otherwise requires:

\(a\) “**Act**” means the *Business Corporations Act* \(British Columbia\) from time to time in force and all amendments thereto
and includes all regulations and amendments thereto made pursuant to that Act;
 
\(b\) “**Additional Dividends**” has the meaning
as provided in §26.2;
 
\(c\) “**affiliate**” means with respect to a Person, any other Person that, directly or indirectly,
through one or more intermediaries, Controls or is Controlled by such Person, or is under common Control of a third Person;
 
\(d\)
“**BEP**” means Brookfield Renewable Partners L.P., a Bermuda exempted limited partnership, and is deemed to refer to all successors, including, without limitation, by operation of Law;

\(e\) “**BEP-Affiliated Class** **A.2 Shareholder**” means BEP or a Person
Controlled by BEP to the extent BEP or such other Person holds Class A.2 Shares;
 
\(f\) “**BEPC**” means Brookfield
Renewable Corporation, a company incorporated under the laws of British Columbia, Canada;
 
\(g\) “**BEPC Class** **AShare**” means a class A exchangeable subordinate voting share of BEPC;
 
\(h\) “**BEPC Class** **A ShareAmount**” has the meaning as provided in §27.11;
 
\(i\) “**BEPC Class** **A Share Value**” means,
with respect to a BEPC Class A Share on a particular date, the market price of a BEPC Class A Share on such date or, if such date is not a Trading Day, the most recent Trading Day. The market price for each such Trading Day shall be:
\(i\) if the BEPC Class A Shares are listed on a U.S. National Securities Exchange, the closing price per BEPC Class A Share \(or, if no closing price is reported, the average of the last quoted bid and ask prices or, if more than one in
either case, the average of the average bid and average ask prices\) on such day for such U.S. National Securities Exchange; \(ii\) if the BEPC Class A Shares are not listed on a U.S. National Securities Exchange but are listed on the TSX,
the U.S. dollar equivalent \(calculated using the rate published by the Bank of Canada as of 4:30 p.m., Eastern Time, on such date\) of the closing price per BEPC Class A Share \(or, if no closing price is reported, the average of the last quoted
bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices\) on such day for the TSX; \(iii\) if the BEPC Class A Shares are not listed or admitted to trading on any U.S. National Securities
Exchange or the TSX, the last quoted bid price on such day in the over-the-counter market on such day as reported by OTC Markets Group Inc. or a similar organization;
\(iv\) if the BEPC Class A Shares are not listed or admitted to trading on any U.S. National Securities Exchange or the TSX and the BEPC Class A Shares are not quoted in the over-the-counter market, the average of the mid-point of the last quoted bid and ask prices on such day from each of at least three nationally recognized independent
investment banking firms selected by the Company for such purpose or \(v\) if none of the conditions set forth in clauses \(i\), \(ii\), \(iii\) or \(iv\) is met then the amount that a holder of one BEPC Class A Share would receive if each
of the assets of the Company were sold for its fair market value on such date, the Company were to pay all of its outstanding liabilities and the remaining proceeds were to be distributed to its shareholders in accordance with the terms of these
Articles;

\(j\) “**BEPC Distributed Right**” has the meaning as provided in clause
\(iv\) of the definition of “Conversion Factor” below;
 
\(k\) “**BEP Distributed Right**” has the meaning as
provided in clause \(iii\) of the definition of “Conversion Factor” below;
 
\(l\) “**BEP Distribution DeclarationDate**” means the date on which the BEP GP declares any distribution on the BEP Units;
 
\(m\) “**BEP GP**” means the
general partner of BEP from time to time;
 
\(n\) “**BEP Liquidation Event**” has the meaning as provided in §26.23;

\(o\) “**BEP Unit**” means a limited partnership interest in BEP representing a fractional part of all the limited partnership
interests in BEP, other than a preferred limited partnership interest, and which limited partnership interest is designated by BEP as an “Equity Unit” \(as defined in the Amended and Restated Limited Partnership Agreement of BEP dated as of
November 20, 2011\), and includes any limited partnership interest or other equity interest of BEP into which such BEP Unit is converted or for which such BEP Unit is exchanged;

\(p\) “**BEP Units Amount**” means, with respect to each Tendered Share, such number of BEP Units equal to the Conversion Factor in
effect on the Valuation Date with respect to such Tendered Shares;
 
\(q\) “**BEP Unit Value**” means, with respect to a BEP Unit
on a particular date, the market price of a BEP Unit on such date or, if such date is not a Trading Day, the most recent Trading Day. The market price for each such Trading Day shall be: \(i\) if the BEP Units are listed on a U.S. National
Securities Exchange, the closing price per BEP Unit \(or, if no closing price is reported, the average of the last quoted bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices\) on such day for
such U.S. National Securities Exchange; \(ii\) if the BEP Units are not listed on a U.S. National Securities Exchange but are listed on the TSX, the U.S. dollar equivalent \(calculated using the rate published by the Bank of Canada as of 4:30
p.m., Eastern Time, on such date\) of the closing price per BEP Unit \(or, if no closing price is reported, the average of the last quoted bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices\)
on such day for the TSX; \(iii\) if the BEP Units are not listed or admitted to trading on any U.S. National Securities Exchange or the TSX, the last quoted bid price on such day in the over-the-counter market on such day as reported by OTC Markets Group Inc. or a similar organization; \(iv\) if the BEP Units are not listed or admitted to trading on any U.S. National Securities Exchange
or the TSX and the BEP Units are not quoted in the over-the-counter market, the average of the mid-point of the last quoted bid
and ask prices on such day from each of at least three nationally recognized independent investment banking firms selected by the Company for such purpose or \(v\) if none of the conditions set forth in clauses \(i\), \(ii\), \(iii\) or
\(iv\) is met, then the amount that a holder of one BEP Unit would receive if each of the assets of BEP were sold for its fair market value on such date, BEP were to pay all of its outstanding liabilities and the remaining proceeds were to be
distributed to its partners in accordance with the terms of its partnership agreement;

- 2 -

\(r\) “**BN**” means Brookfield Corporation, a corporation existing under the
Laws of the Province of Ontario, and is deemed to refer to all successors, including, without limitation, by operation of Law;
 
\(s\)
“**BN Group**” means Brookfield Corporation and its Subsidiaries;
 
\(t\) “**board of directors**”,
“**directors**” and “**board**” mean the directors or sole director of the Company as applicable;
 
\(u\)
“**Business Day**” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York, United States of America or Toronto, Ontario, Canada are authorized or required by Law to close;

\(v\) “**Cash Amount**” means \(a\) with respect to each Tendered Class A.1 Share, an amount in cash equal to the product of
\(i\) the applicable BEP Units Amount for such Tendered Class A.1 Share multiplied by \(ii\) the BEP Unit Value as of the applicable Valuation Date, \(b\) with respect to each Tendered Class B Share and Tendered Class C
Share, an amount in cash equal to the BEP Unit Value for such Tendered Class B Share or Tendered Class C Share, as applicable, and \(c\) with respect to each Tendered Class A.2 Share, an amount in cash equal to the product of
\(i\) the applicable BEP Units Amount for such Tendered Class A.2 Share multiplied by the BEP Unit Value as of the applicable Valuation Date or \(ii\) the applicable BEPC Class A Share Amount for such Tendered Class A.2 Share
multiplied by the BEPC Class A Share Value as of the applicable Valuation Date, as applicable;
 
\(w\)
“**Class** **A Senior Preferred Share**” means a class A senior preferred share of the Company;
 
\(x\)
“**Class** **A.1 Distributed Right**” has the meaning as provided in clause \(viii\) of the definition of “Conversion Factor” below;

\(y\) “**Class** **A.1 Exchange Consideration**” has the meaning as provided in §26.14;

\(z\) “**Class** **A.1 Liquidation Amount**” has the meaning as provided in §26.23;

\(aa\) “**Class** **A.1 Redemption Consideration**” has the meaning as provided in §26.21;

\(bb\) “**Class** **A.1 Share**” means a class A.1 exchangeable subordinate voting share of the Company;

- 3 -

\(cc\) “**Class** **A.1 Shareholder**” means a holder of
Class A.1 Shares;
 
\(dd\) “**Class** **A.2 Distributed Right**” has the meaning as provided in clause
\(viii\) of the definition of “Conversion Factor” below;
 
\(ee\) “**Class** **A.2 Dividend**” has
the meaning as provided in §27.2;
 
\(ff\) “**Class** **A.2 Exchange Consideration**” has the meaning as
provided in §27.13;
 
\(gg\) “**Class** **A.2 Liquidation Amount**” has the meaning as provided in
§27.26;
 
\(hh\) “**Class** **A.2 Redemption Consideration**” has the meaning as provided in §27.22;
 
\(ii\) “**Class** **A.2 Share**” means a class A.2 exchangeable
non-voting share of the Company;
 
\(jj\) “**Class** **A.2 ShareConsideration**” has the meaning as provided in §27.11;
 
\(kk\) “**Class** **A.2 Shareholder**” means
a holder of Class A.2 Shares;
 
\(ll\) “**Class** **B Junior Preferred Share**” means a class B junior
preferred share of the Company;
 
\(mm\) “**Class** **B Retraction Amount**” has the meaning as provided in
§28.11;
 
\(nn\) “**Class** **B Retraction Right**” has the meaning as provided in §28.11;

\(oo\) “**Class** **B Share**” means a class B multiple voting share of the Company;

\(pp\) “**Class** **B Shareholder**” means a holder of Class B Shares;

\(qq\) “**Class** **C Retraction Amount**” has the meaning as provided in §29.8;

\(rr\) “**Class** **C Retraction Right**” has the meaning as provided in §29.8;

\(ss\) “**Class** **C Share**” means a class C non-voting share of the
Company;
 
\(tt\) “**Class** **C Shareholder**” means a holder of Class C Shares;

\(uu\) “**Close of Business**” means 5:00 p.m., Eastern Time;

\(vv\) “**Company**” means Brookfield Renewable Holdings Corporation;

\(ww\) “**Control**” means the control by one Person of another Person in accordance with the following: a Person
\(“**A**”\) controls another Person \(“**B**”\) where A has the power to determine the management and policies of B by contract or status \(for example, the status of A being the general partner of B\) or by virtue of the
beneficial ownership of or control over a majority of the voting interests in B; and, for certainty and without limitation, if A owns or has control over shares or other securities to which are attached more than 50% of the votes permitted to be
cast in the election of directors of the Governing Body of B or A is the general partner of B, a limited partnership, then in each case A controls B for this purpose;

- 4 -

\(xx\) “**Conversion Factor**” means 1.0; provided that in the event that:

| \(i\) | BEP \(a\) declares or pays a distribution on its outstanding BEP Units wholly or partly in BEP Units;<br>\(b\) splits or subdivides its outstanding BEP Units or \(c\) effects a reverse unit split or otherwise combines or reclassifies its outstanding BEP Units into a smaller number of BEP Units, the Conversion Factor shall be adjusted to equal the<br>amount determined by multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Record Date for such event by a fraction, \(x\) the numerator of which shall be the number of BEP Units issued and outstanding as of<br>the Close of Business on the Record Date for such distribution or the Effective Date for such split, subdivision, reverse split, combination or reclassification, as applicable \(assuming for such purpose that such distribution, split, subdivision,<br>reverse split, combination or reclassification has occurred as of such time\), and \(y\) the denominator of which shall be the actual number of BEP Units \(determined without the above assumption\) issued and outstanding as of the Close of Business<br>on the Record Date for such distribution or the Effective Date for such split, subdivision, reverse split, combination or reclassification, as applicable. |
| --- | --- |

Any adjustment under this clause \(i\) shall become effective immediately after the Open of Business on the Record Date for such
distribution, or immediately after the Open of Business on the Effective Date for such split, subdivision, reverse split, combination or reclassification, as applicable. If such distribution of the type described in this clause \(i\) is declared
but not so paid or made and will not be so paid or made, the Conversion Factor shall be immediately readjusted, effective as of the date the BEP GP determines not to pay such distribution, to the Conversion Factor that would be in effect if such
distribution had not been declared.

| \(ii\) | BEPC \(a\) declares or pays a dividend on its outstanding BEPC Class A Shares wholly or partly in BEPC<br>Class A Shares; \(b\) splits or subdivides its outstanding BEPC Class A Shares or \(c\) effects a reverse share split or otherwise combines or reclassifies its outstanding BEPC Class A Shares into a smaller number of BEPC<br>Class A Shares, the Conversion Factor shall be adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Record Date for such event by a fraction, \(x\) the<br>numerator of which shall be the number of BEPC Class A Shares issued and outstanding as of the Close of Business on the Record Date for such distribution or the Effective Date for such split, subdivision, reverse split, combination or<br>reclassification, as applicable \(assuming for such purpose that such distribution, split, subdivision, reverse split, combination or reclassification has occurred as of such time\), and \(y\) the denominator of which shall be the actual number of<br>BEPC Class A Shares \(determined without the above assumption\) issued and outstanding as of the Close of Business on the Record Date for such distribution or the Effective Date for such split, subdivision, reverse split, combination or<br>reclassification, as applicable. |
| --- | --- |

Any adjustment under this clause \(ii\) shall become effective immediately after the
Open of Business on the Record Date for such dividend, or immediately after the Open of Business on the Effective Date for such split, subdivision, reverse split, combination or reclassification, as applicable. If such distribution of the type
described in this clause \(ii\) is declared but not so paid or made and will not be so paid or made, the Conversion Factor shall be immediately readjusted, effective as of the date BEPC determines not to pay such dividend, to the Conversion
Factor that would be in effect if such dividend had not been declared.

- 5 -

| \(iii\) | BEP distributes any rights, options or warrants to all or substantially all holders of BEP Units to convert<br>into, exchange for or subscribe for or to purchase or to otherwise acquire BEP Units \(or other securities convertible into, exchangeable for or exercisable for BEP Units\) \(each a “**BEP Distributed Right**”\), then, as of the Record Date<br>for the distribution of such BEP Distributed Rights or, if later, the time such BEP Distributed Rights become exercisable, the Conversion Factor shall be adjusted to equal the amount determined by multiplying the Conversion Factor in effect<br>immediately prior to the Open of Business on the Record Date by a fraction \(A\) the numerator of which shall be the number of BEP Units issued and outstanding as of the Close of Business on the Record Date \(or, if later, the date such BEP<br>Distributed Rights become exercisable\) plus the maximum number of BEP Units deliverable or purchasable under such BEP Distributed Rights and \(B\) the denominator of which shall be \(x\) the number of BEP Units issued and outstanding as of the<br>Close of Business on the Record Date plus \(y\) such number of BEP Units determined by dividing the minimum aggregate cash purchase price under such BEP Distributed Rights of the maximum number of BEP Units purchasable under such BEP Distributed<br>Rights by the average of the BEP Unit Value for the ten \(10\) consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance \(or, if later, the date such BEP Distributed<br>Rights become exercisable\); provided, however, that, if any such BEP Distributed Rights expire or become no longer exercisable, then the Conversion Factor shall be adjusted, effective retroactive to the Record Date of the BEP Distributed Rights, to<br>reflect a reduced maximum number of BEP Units or any change in the minimum aggregate purchase price for the purposes of the above fraction. |
| --- | --- |

Any adjustment under this clause \(iii\) will be made successively whenever such rights, options or warrants are issued and shall become
effective immediately after the Open of Business on the Record Date for such issuance \(or, if later, the date such rights, options or warrants become exercisable\). To the extent that the BEP Units are not delivered and will not be delivered after
the exercise of such rights, options or warrants, the Conversion Factor shall be decreased to the Conversion Factor that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis
of delivery of only the number of BEP Units actually delivered. If such rights, options or warrants are not so issued, the Conversion Factor shall be decreased, effective as of the date the BEP GP determines not to issue such rights, options or
warrants, to the Conversion Factor that would then be in effect if such Record Date for such issuance had not occurred.
 
In determining the
minimum aggregate purchase price under such BEP Distributed Rights, there shall be taken into account any consideration received by BEP for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such
consideration, if other than cash, to be determined by the BEP GP.

- 6 -

| \(iv\) | BEPC distributes any rights, options or warrants to all or substantially all holders of BEPC Class A<br>Shares to convert into, exchange for or subscribe for or to purchase or to otherwise acquire BEPC Class A Shares \(or other securities convertible into, exchangeable for or exercisable for BEPC Class A Shares\) \(each a “**BEPCDistributed Right**”\), then, as of the Record Date for the distribution of such BEPC Distributed Rights or, if later, the time such BEPC Distributed Rights become exercisable, the Conversion Factor shall be adjusted to equal the amount<br>determined by multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Record Date by a fraction \(A\) the numerator of which shall be the number of BEPC Class A Shares issued and outstanding as of the<br>Close of Business on the Record Date \(or, if later, the date such BEPC Distributed Rights become exercisable\) plus the maximum number of BEPC Class A Shares deliverable or purchasable under such BEPC Distributed Rights and \(B\) the<br>denominator of which shall be \(x\) the number of BEPC Class A Shares issued and outstanding as of the Close of Business on the Record Date plus \(y\) such number of BEPC Class A Shares determined by dividing the minimum aggregate<br>cash purchase price under such BEPC Distributed Rights of the maximum number of BEPC Class A Shares purchasable under such BEPC Distributed Rights by the average of the BEPC Class A Share Value for the ten \(10\) consecutive Trading Day<br>period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance \(or, if later, the date such BEPC Distributed Rights become exercisable\); provided, however, that, if any such BEPC Distributed Rights<br>expire or become no longer exercisable, then the Conversion Factor shall be adjusted, effective retroactive to the Record Date of the BEPC Distributed Rights, to reflect a reduced maximum number of BEPC Class A Shares or any change in the<br>minimum aggregate purchase price for the purposes of the above fraction. |
| --- | --- |

Any adjustment under this clause \(iv\) will
be made successively whenever such rights, options or warrants are issued and shall become effective immediately after the Open of Business on the Record Date for such issuance \(or, if later, the date such rights, options or warrants become
exercisable\). To the extent that the BEPC Class A Shares are not delivered and will not be delivered after the exercise of such rights, options or warrants, the Conversion Factor shall be decreased to the Conversion Factor that would then be in
effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of BEPC Class A Shares actually delivered. If such rights, options or warrants are not so issued, the
Conversion Factor shall be decreased, effective as of the date BEPC determines not to issue such rights, options or warrants, to the Conversion Factor that would then be in effect if such Record Date for such issuance had not occurred.

In determining the minimum aggregate purchase price under such BEPC Distributed Rights, there shall be taken into account any consideration
received by BEPC for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by BEPC.

| \(v\) | \(A\)   BEP distributes to all or substantially all holders of BEP |
| --- | --- |

Units evidences of its indebtedness or assets \(including securities, but excluding distributions paid exclusively in cash, distributions
referred to in clauses \(i\) or \(iii\) above or any Spin-off referred to in clause \(v\)\(B\) below\) or rights, options or warrants to convert into, exchange for or subscribe for or to purchase or to
otherwise acquire such securities \(but excluding distributions referred to in clause \(iii\) above\), the Conversion Factor shall be adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the
Open of Business on the Record Date for such distribution by a fraction \(a\) the numerator of which shall be the average of the BEP Unit Value over the ten \(10\) consecutive Trading Day period ending on, and including, the Trading Day
immediately prior to the Ex-Dividend Date for such distribution and \(b\) the denominator of which shall be the average of the BEP Unit Value over the ten \(10\) consecutive Trading Day period ending on,
and including, the Trading Day immediately prior to the Ex-Dividend Date for such distribution less the fair market value on the Record Date for such distribution \(as determined by the BEP GP\) of the portion
of the evidences of indebtedness or assets, rights, options or warrants so distributed applicable to one BEP Unit.

- 7 -

Any adjustment under this clause \(v\)\(A\) will become effective immediately after the
Open of Business on the Record Date for such distribution. If such distribution is not paid or made, the Conversion Factor shall be decreased, effective as of the date the BEP GP determines not to pay or make such distribution, to be the Conversion
Factor that would then be in effect if such distribution had not been declared.
 
Notwithstanding the foregoing, if the fair market value
\(as determined by the BEP GP\) of the portion of the evidences of indebtedness or assets, rights, options or warrants distributable to one BEP Unit is equal to or greater than the average BEP Unit Value referenced above in this clause \(v\)\(A\), in
lieu of the foregoing adjustment, each Class A.1 Shareholder and Class A.2 Shareholder shall receive from the Company, in respect of each Class A.1 Share or Class A.2 Share, as applicable, a distribution of cash payable out of
the funds legally available therefor \(at the same time as holders of the BEP Units\), that in the determination of the Company, is comparable as a whole in all material respects with the amount of BEP indebtedness or assets or rights, options or
warrants to convert into, exchange for or subscribe for or to purchase or to otherwise acquire such securities that such holder would have received if such holder owned a number of BEP Units equal to the Conversion Factor in effect immediately prior
to the Record Date.

| \(B\) | Where there has been a Spin-off, the Conversion Factor shall be<br>adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Record Date for such Spinoff by a fraction \(a\) the numerator of which shall be the average of the Last<br>Reported Sale Prices of the share capital or similar equity interest applicable to one BEP Unit distributed to BEP Unit holders over the Valuation Period plus the average of the BEP Unit Value over the Valuation Period and \(b\) the denominator<br>of which shall be the average of the BEP Unit Value over the Valuation Period; provided that, the Company may elect to pay cash in lieu of making an adjustment to the Conversion Factor provided by this clause \(v\)\(B\), in which case the Company shall<br>be required to pay to the Class A.1 Shareholders and the Class A.2 Shareholders and the Class A.1 Shareholders and the Class A.2 Shareholders shall be entitled to receive, cash on the third \(3rd\) Business Day immediately<br>following the last Trading Day of the Valuation Period in an amount in respect of each Class A.1 Share or Class A.2 Share held, as applicable, calculated by multiplying the BEP Unit Value on the Record Date of such Spin-off by the amount the Conversion Factor would have increased as a result of such Spin-off if no such cash payment was made. |
| --- | --- |

- 8 -

Any adjustment under this clause \(v\)\(B\) will be made immediately after the Close of
Business on the last Trading Day of the Valuation Period, but will be given effect as of the Open of Business on the Record Date for such Spin-off.

Notwithstanding the foregoing, in respect of any exchange by a Class A.1 Shareholder or a Class A.2 Shareholder during the Valuation
Period, references contained in the definition of Valuation Period to “ten \(10\) consecutive Trading Days” shall be deemed for the purposes of the foregoing for such holder to be replaced with such lesser number of Trading Days as have
elapsed between the Record Date of such Spin-off and the Trading Day immediately preceding the Exchange Date in determining the Conversion Factor. If any such Spin-off
does not occur, the Conversion Factor shall be decreased, effective as of the date the BEP GP determines not to proceed with the Spin-off, to be the Conversion Factor that would then be in effect if such Spin-off had not been pursued.

| \(vi\) | \(A\)   BEPC distributes to all or substantially all holders of BEPC |
| --- | --- |

Units evidences of its indebtedness or assets \(including securities, but excluding distributions paid exclusively in cash, distributions
referred to in clauses \(ii\) or \(iv\) above or any Spin-off referred to in clause \(vi\)\(B\) below\) or rights, options or warrants to convert into, exchange for or subscribe for or to purchase or to
otherwise acquire such securities \(but excluding distributions referred to in clause \(iv\) above\), the Conversion Factor shall be adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the
Open of Business on the Record Date for such distribution by a fraction \(a\) the numerator of which shall be the average of the BEPC Class A Share Value over the ten \(10\) consecutive Trading Day period ending on, and including, the
Trading Day immediately prior to the Ex-Dividend Date for such distribution and \(b\) the denominator of which shall be the average of the BEPC Class A Share Value over the ten \(10\) consecutive
Trading Day period ending on, and including, the Trading Day immediately prior to the Ex-Dividend Date for such distribution less the fair market value on the Record Date for such distribution \(as determined
by BEPC\) of the portion of the evidences of indebtedness or assets, rights, options or warrants so distributed applicable to one BEPC Class A Share.

Any adjustment under this clause \(vi\)\(A\) will become effective immediately after the Open of Business on the Record Date for such
distribution. If such distribution is not paid or made, the Conversion Factor shall be decreased, effective as of the date BEPC determines not to pay or make such distribution, to be the Conversion Factor that would then be in effect if such
distribution had not been declared.

- 9 -

Notwithstanding the foregoing, if the fair market value \(as determined by BEPC\) of the
portion of the evidences of indebtedness or assets, rights, options or warrants distributable to one BEPC Class A Share is equal to or greater than the average BEPC Class A Share Value referenced above in this clause \(vi\)\(A\), in lieu
of the foregoing adjustment, each Class A.1 Shareholder and Class A.2 Shareholder shall receive from the Company, in respect of each Class A.1 Share or Class A.2 Share, as applicable, a distribution of cash payable out of the
funds legally available therefor \(at the same time as holders of the BEPC Class A Shares\), that in the determination of the Company, is comparable as a whole in all material respects with the amount of BEPC indebtedness or assets or rights,
options or warrants to convert into, exchange for or subscribe for or to purchase or to otherwise acquire such securities that such holder would have received if such holder owned a number of BEPC Class A Shares equal to the Conversion Factor
in effect immediately prior to the Record Date.

| \(B\) | Where there has been a Spin-off, the Conversion Factor shall be<br>adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Record Date for such Spinoff by a fraction \(a\) the numerator of which shall be the average of the Last<br>Reported Sale Prices of the share capital or similar equity interest applicable to one BEPC Class A Share distributed to BEPC Class A Share holders over the Valuation Period plus the average of the BEPC Class A Share Value over the<br>Valuation Period and \(b\) the denominator of which shall be the average of the BEPC Class A Share Value over the Valuation Period; provided that, the Company may elect to pay cash in lieu of making an adjustment to the Conversion Factor<br>provided by this clause \(vi\)\(B\), in which case the Company shall be required to pay to the Class A.1 Shareholders and the Class A.2 Shareholders and the Class A.1 Shareholders and the Class A.2 Shareholders shall be entitled to<br>receive, cash on the third \(3rd\) Business Day immediately following the last Trading Day of the Valuation Period in an amount in respect of each Class A.1 Share or Class A.2 Share held, as applicable, calculated by multiplying the BEPC<br>Class A Share Value on the Record Date of such Spin-off by the amount the Conversion Factor would have increased as a result of such Spin-off if no such cash<br>payment was made. |
| --- | --- |

Any adjustment under this clause \(vi\)\(B\) will be made immediately after the Close of Business on
the last Trading Day of the Valuation Period, but will be given effect as of the Open of Business on the Record Date for such Spin-off.

Notwithstanding the foregoing, in respect of any exchange by a Class A.1 Shareholder or a Class A.2 Shareholder during the Valuation
Period, references contained in the definition of Valuation Period to “ten \(10\) consecutive Trading Days” shall be deemed for the purposes of the foregoing for such holder to be replaced with such lesser number of Trading Days as have
elapsed between the Record Date of such Spin-off and the Trading Day immediately preceding the Exchange Date in determining the Conversion Factor. If any such Spin-off
does not occur, the Conversion Factor shall be decreased, effective as of the date BEPC determines not to proceed with the Spin-off, to be the Conversion Factor that would then be in effect if such Spin-off had not been pursued.

- 10 -

| \(vii\) | The Company \(a\) declares or pays a dividend on its outstanding Class A.1 Shares and Class A.2<br>Shares wholly or partly in Class A.1 Shares and Class A.2 Shares, as applicable; \(b\) splits or subdivides its outstanding Class A.1 Shares or Class A.2 Shares or \(c\) effects a reverse share split or otherwise combines<br>or reclassifies its outstanding Class A.1 Shares or Class A.2 Shares into a smaller number of Class A.1 Shares or Class A.2 Shares, as applicable, the Conversion Factor shall be adjusted to equal the amount determined by<br>multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Record Date for such event by a fraction, \(x\) the numerator of which shall be the number of Class A.1 Shares or Class A.2 Shares, as<br>applicable, issued and outstanding as of the Close of Business on the Record Date for such dividend or the Effective Date for such split, subdivision, reverse split, combination or reclassification, as applicable \(determined without the assumption<br>for such purpose that such dividend, split, subdivision, reverse split, combination or reclassification has occurred as of such time\), and \(y\) the denominator of which shall be the actual number of Class A.1 Shares or Class A.2<br>Shares, as applicable \(assuming the above assumption has occurred\) issued and outstanding as of the Close of Business on the Record Date for such dividend or the Effective Date for such split, subdivision, reverse split, combination or<br>reclassification, as applicable. |
| --- | --- |

Any adjustment under this clause \(vii\) shall become effective immediately after
the Open of Business on the Record Date for such dividend, or immediately after the Open of Business on the Effective Date for such split, subdivision, reverse split, combination or reclassification, as applicable. If such dividend of the type
described in this clause \(vii\) is declared but not so paid or made and will not be so paid or made, the Conversion Factor shall be immediately readjusted, effective as of the date the board of directors determines not to pay such dividend, to
the Conversion Factor that would be in effect if such dividend had not been declared.

| \(viii\) | The Company distributes any rights, options or warrants to all or substantially all holders of Class A.1<br>Shares or Class A.2 Shares to convert into, exchange for or subscribe for or to purchase or to otherwise acquire Class A.1 Shares or Class A.2 Shares, as applicable \(or other securities convertible into, exchangeable for or<br>exercisable for Class A.1 Shares or Class A.2 Shares\) \(each a “**Class** **A.1 Distributed Right**” or “**Class** **A.2 Distributed Right**”, as applicable\), then, as of the Record<br>Date for the distribution of such Class A.1 Distributed Rights or Class A.2 Distributed Rights, as applicable, or, if later, the time such Class A.1 Distributed Rights or Class A.2 Distributed Rights, as applicable, become<br>exercisable, the Conversion Factor shall be adjusted to equal the amount determined by multiplying the Conversion Factor in effect immediately prior to the Open of Business on the Record Date by a fraction \(A\) the numerator of which shall be<br>\(x\) the number of Class A.1 Shares or Class A.2 Shares, as applicable, issued and outstanding as of the Close of Business on the Record Date \(or, if later, the date such Class A.1 Distributed Rights or Class A.2 Distributed<br>Rights, as applicable, become exercisable\) plus \(y\) such number of Class A.1 Shares or Class A.2 Shares determined by dividing the minimum aggregate cash purchase price under such Class A.1 Distributed Rights or Class A.2<br>Distributed Rights, as applicable, of the maximum number of Class A.1 Shares or Class A.2 Shares, as applicable, purchasable under such Class A.1 Distributed Rights or Class A.2 Distributed Rights, as applicable, by the fair<br>market value of such Class A.1 Shares or Class A.2 Shares, as applicable, and \(B\) the denominator of which shall be the number of Class A.1 Shares or Class A.2 Shares, as applicable, issued and outstanding as of the Close of<br>Business on the Record Date \(or, if later, the date such Class A.1 Distributed Rights or Class A.2 Distributed Rights, as applicable become exercisable\) plus the maximum number of Class A.1 Shares or Class A.2 Shares purchasable<br>under such Class A.1 Distributed Rights or Class A.2 Distributed Rights, as applicable; provided, however, that, if any such Class A.1 Distributed Rights or Class A.2 Distributed Rights expire or become no longer exercisable,<br>then the Conversion Factor shall be adjusted, effective retroactive to the Record Date of the Class A.1 Distributed Rights or Class A.2 Distributed Rights, as applicable, to reflect a reduced maximum number of Class A.1 Shares or<br>Class A.2 Shares, as applicable, or any change in the minimum aggregate purchase price for the purposes of the above fraction. |
| --- | --- |

- 11 -

Any adjustment under this clause \(viii\) will be made successively whenever such rights,
options or warrants are issued and shall become effective immediately after the Open of Business on the Record Date \(or, if later, the date such Class A.1 Distributed Rights or Class A.2 Distributed Rights, as applicable, become
exercisable\) for such issuance. To the extent that the Class A.1 Shares or Class A.2 Shares are not delivered and will not be delivered after the exercise of such rights, options or warrants, the Conversion Factor shall be increased to the
Conversion Factor that would then be in effect had the increase with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of Class A.1 Shares or Class A.2 Shares actually
delivered. If such rights, options or warrants are not so issued, the Conversion Factor shall be increased, effective as of the date the board of directors determines not to issue such rights, options or warrants, to the Conversion Factor that would
then be in effect if such Record Date for such issuance had not occurred.
 
In determining the minimum aggregate purchase price under such
Class A.1 Distributed Rights or Class A.2 Distributed Rights, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the
value of such consideration, if other than cash, to be determined by the board of directors.
 
Any adjustment to the Conversion Factor shall
be calculated up to four \(4\) decimal places.
 
Notwithstanding the foregoing, the Conversion Factor shall not be adjusted in connection
with \(a\) an event described in clauses \(i\) through \(iv\) above if, in connection with such event, the Company makes a distribution of cash, Class A.1 Shares, Class A.2 Shares, BEPC Class A Shares, BEP Units and/or
rights, options or warrants to acquire Class A.1 Shares, Class A.2 Shares, BEPC Class A Shares and/or BEP Units with respect to all applicable Class A.1 Shares and Class A.2 Shares, splits or otherwise subdivides the
Class A.1 Shares or Class A.2 Shares, that, in the determination of the Company, is comparable as a whole in all material respects to such event, \(b\) an event described in clause \(v\) or \(vi\) above \(other than clause \(v\)\(B\) and
clause \(vi\)\(B\) above\), if in connection with such event, the Company distributes to all or substantially all holders of Class A.2 Shares evidences of its indebtedness or assets or effects a reverse split of, or otherwise combines, the
Class A.1 Shares or Class A.2 Shares, as applicable, that, in the determination of the Company, is comparable as a whole in all material respects \(c\) a Spin-off as described in
clause \(v\)\(B\) or \(vi\)\(B\) above in connection with such event, the Company makes a distribution to the holders of the Class A.2 Shares of the share capital or similar equity interests distributed to BEP Unit or BEPC Class A Share
holders in the Spin-off in an amount and on terms that are comparable in all material respects to such Spin-off, or \(d\) an event described in clauses \(vii\)
through \(viii\) above if, in connection with such event, BEP and BEPC, respectively, make a distribution of cash, BEPC Class A Shares and BEP Units and/or rights, options or warrants to acquire BEPC Class A Shares and/or BEP Units with
respect to all BEPC Class A Shares and BEP Units, splits or subdivides the BEPC Class A Shares and the BEP Units or effects a reverse split of, or otherwise combines or makes an offer for, the BEPC Class A Shares and the BEP Units, as
applicable, that, in the determination of the Company, is comparable as a whole in all material respects with such event.

- 12 -

For greater certainty, if an event described in clauses \(i\) and \(ii\) or \(iii\) and
\(iv\) takes place concurrently at BEP and BEPC, such event shall be considered one event, and the Conversion Factor shall only be adjusted once;

\(yy\) “**Conversion Notice**” has the meaning as provided in §27.29;

\(zz\) “**Effective Date**” means, with respect to an event described in clause \(i\) and \(ii\) of the definition of
“Conversion Factor” above, the first date on which the BEP Units trade on the applicable exchange or in the applicable market, in a regular way, reflecting the relevant unit split, subdivision, reserve split, combination or
reclassification, as applicable, and with respect to \(vii\) of the definition of “Conversion Factor” above, the date on which such share split, subdivision, reserve split, combination or reclassification, as applicable, is implemented
by the Company;
 
\(aaa\) “**Equivalent Dividend**” has the meaning as provided in §26.2;

\(bbb\) “**Exchange Act**” means the U.S. Securities Exchange Act of 1934, as amended;

\(ccc\) “**Exchange Date**” means the date upon which a Tendering Class A.1 Shareholder’s Exchange Right or Tendering
Class A.2 Shareholder’s Exchange Right, as applicable, has been satisfied by the delivery of the Class A.1 Exchange Consideration or Class A.2 Exchange Consideration to such Tendering Class A.1 Shareholder or Tendering
Class A.2 Shareholder, as applicable, with respect to its Tendered Class A.1 Shares or Tendered Class A.2 Shares;
 
\(ddd\)
**“Exchange-Redemption Call Right**” has the meaning as provided in §27.24;
 
\(eee\) “**Exchange Right**”
means the right of each Class A.1 Shareholder or Class A.2 Shareholder, as applicable, to require the Company to redeem all or such portion of the Class A.1 Shares or Class A.2 Shares, as applicable, held in the name of such
Class A.1 Shareholder or Class A.2 Shareholder;
 
\(fff\) “**Ex-DividendDate**” means, in respect of a dividend or distribution on the applicable securities, \(a\) in the case of securities that trade on a stock exchange, \(i\) the date on which such securities are traded without an entitlement to such
dividend or distribution or \(ii\) where such securities trade on a due bill basis, the date on which such dividend or distribution is paid and \(b\) in the case of unlisted securities, the date after the record date for such dividend or
distribution;

- 13 -

\(ggg\) “**Governing Body**” means \(i\) with respect to a corporation or
limited company, the board of directors of such corporation or limited company, \(ii\) with respect to a limited liability company, the manager\(s\), director\(s\) or managing partner\(s\) of such limited liability company, \(iii\) with respect to a
partnership, the board, committee or other body of each general partner or managing partner of such partnership, respectively, that serves a similar function \(or if any such general partner is itself a partnership, the board, committee or other body
of such general or managing partner’s general or managing partner that serves a similar function\), and \(iv\) with respect to any other Person, the body of such Person that serves a similar function, and in the case of each of
\(i\) through \(iv\) includes any committee or other subdivision of such body and any Person to whom such body has delegated any power or authority, including any officer or managing director;

\(hhh\) “**Interpretation Act**” means the *Interpretation Act* \(British Columbia\) from time to time in force and all
amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;
 
\(iii\) “**Last Reported SalePrice**” means with respect to a security on a particular date, the market price of such security on such date or, if such date is not a Trading Day, the most recent Trading Day. The market price for each such Trading Day shall be:
\(i\) if such security is listed on a U.S. National Securities Exchange, the closing price per security \(or, if no closing price is reported, the average of the last quoted bid and ask prices or, if more than one in either case, the average of
the average bid and average ask prices\) on such day for such U.S. National Securities Exchange \(or, if listed on more than one U.S. National Securities Exchange, the U.S. National Securities Exchange with the greatest volume of trading by dollar
value over the 12-month period preceding the date of the calculation\); \(ii\) if such security is not listed on a U.S. National Securities Exchange but is listed on the TSX, the U.S. dollar equivalent
\(calculated using the rate published by the Bank of Canada as of 4:30 p.m., Eastern Time, on such date\) of the closing price per security \(or, if no closing price is reported, the average of the last quoted bid and ask prices or, if more than one in
either case, the average of the average bid and average ask prices\) on such day for the TSX; \(iii\) if such security is not listed or admitted to trading on any U.S. National Securities Exchange or the TSX, the last quoted bid price on such day
in the over-the-counter market on such day as reported by OTC Markets Group Inc. or a similar organization; or \(iv\) if such security is not listed or admitted to
trading on any U.S. National Securities Exchange or the TSX and such security is not quoted in the over-the-counter market, the average of the mid-point of the last quoted bid and ask prices on such day from each of at least three nationally recognized independent investment banking firms selected by the Company for such purpose;

\(jjj\) “**Laws**” means all federal, provincial, state, municipal, regional and local laws \(including common law\), by-laws, statutes, rules, regulations, principles of law and equity, orders, rulings, certificates, ordinances, judgments, injunctions, determinations, awards, decrees, legally binding codes, policies or other
requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any governmental entity, and the term “applicable” with respect to such Laws and in a context that refers
to one or more Persons, means such Laws as are binding upon or applicable to such Person or its assets;
 
\(kkk\) “**legal personalrepresentative**” means the personal or other legal representative of the shareholder;

- 14 -

\(lll\) “**Liquidation Call Consideration**” has the meaning as provided in
§26.26;
 
\(mmm\) “**Liquidation Call Right**” has the meaning as provided in §26.26;

\(nnn\) “**Liquidation Date**” has the meaning as provided in §26.23;

\(ooo\) “**Liquidation Event**” has the meaning as provided in §26.23;

\(ppp\) “**Liquidation Reference Date**” has the meaning as provided in §26.23;

\(qqq\) “**Notice of Class** **A.1 Redemption**” means a Notice of Redemption substantially in the form set forth on
Exhibit B hereto;
 
\(rrr\) “**Notice of Class** **A.2 Redemption**” means a Notice of Redemption substantially in
the form set forth on Exhibit C hereto;
 
\(sss\) “**Notice of Class** **B Retraction**” means a Notice of
Retraction substantially in the form set forth on Exhibit D hereto;
 
\(ttt\) “**Notice of Class** **CRetraction**” means a Notice of Retraction substantially in the form set forth on Exhibit E hereto;
 
\(uuu\) “**Notice ofExchange**” means a Notice of Exchange substantially in the form set forth on Exhibit A hereto \(or notice of the exercise of Exchange Rights in such other form as may be acceptable to the Company\);

\(vvv\) “**Open of Business**” means 9:00 a.m., Eastern Time;

\(www\) “**Ownership Cap**” has the meaning set forth in §27.14;

\(xxx\) “**Person**” means any natural person, partnership, limited partnership, limited liability partnership, joint venture,
syndicate, sole proprietorship, company or corporation \(with or without share capital\), limited liability corporation, unlimited liability company, joint stock company, unincorporated association, trust, trustee, executor, administrator or other
legal personal representative, governmental entity or other entity however designated or constituted and pronouns have a similarly extended meaning;

\(yyy\) “**Preferred Shares**” means the Class A Senior Preferred Shares and the Class B Junior Preferred Shares;

\(zzz\) “**Record Date**” means with respect to any dividend, distribution or other transaction or event in which the holders of BEP
Units, BEPC Class A Shares, Class A.1 Shares and/or Class A.2 Shares have the right to receive any cash, securities, assets or other property or in which BEP Units, BEPC Class A Shares, Class A.1 Shares and/or Class A.2
Shares are exchanged for or converted into any combination of securities, cash, assets or other property, the date fixed for determination of holders of BEP Units, BEPC Class A Shares, Class A.1 Shares and/or Class A.2 Shares entitled
to receive such cash, securities, assets or other property \(whether such date is fixed by the board of directors or the BEP GP, as applicable, or a duly authorized committee thereof, or as determined pursuant to any statute, constating document,
contract or otherwise\);

- 15 -

\(aaaa\) “**registered address**” of a shareholder means the shareholder’s
address as recorded in the central securities register;
 
\(bbbb\) “**share**” means a share in the share structure of the
Company;
 
\(cccc\) “**special majority**” means the number of votes described in §11.2 which is required to pass a special
resolution;
 
\(dddd\) “**Specified Class** **A.1 Redemption Date**” means, with respect to the Notice of
Class A.1 Redemption, the sixtieth \(60th\) day following delivery of such Notice of Class A.1 Redemption to the Class A.1 Shareholder or such later day specified in such Notice of Class A.1 Redemption;

\(eeee\) “**Specified Class** **A.2 Redemption Date**” means, with respect to the Notice of Class A.2
Redemption, the sixtieth \(60th\) day following delivery of such Notice of Class A.2 Redemption to the Class A.2 Shareholder or such later day specified in such Notice of Class A.2 Redemption;

\(ffff\) “**Specified Class** **B Retraction Date**” means, with respect to each Notice of Class B Retraction,
the thirtieth \(30th\) day following receipt of such Notice of Class B Retraction by the Company;
 
\(gggg\) “**SpecifiedClass** **C Retraction Date**” means, with respect to each Notice of Class C Retraction, the thirtieth \(30th\) day following receipt of such Notice of Class C Retraction by the Company;

\(hhhh\) “**Specified Exchange Date**” means, with respect to each Notice of Exchange for which an Exchange Date has not occurred
prior thereto, the tenth \(10th\) Business Day following the receipt of such Notice of Exchange by the Transfer Agent;
 
\(iiii\) “**Spin-off**” means a payment by BEP of a distribution of shares of any class or series, or similar equity interest, of or relating to a subsidiary or business unit of BEP, that are, or, when issued, will be,
listed or admitted for trading on a U.S. National Securities Exchange or the TSX;
 
\(jjjj\) “**Subsidiaries**” has the meaning
given to such term in the Act;
 
\(kkkk\) “**Tendered Class** **A.1 Shares**” has the meaning as provided in
§26.12;
 
\(llll\) “**Tendered Class** **A.2 Shares**” has the meaning as provided in §27.11;

\(mmmm\) “**Tendered Class** **B Shares**” has the meaning as provided in §28.11;

\(nnnn\) “**Tendered Class** **C Shares**” has the meaning as provided in §28.8;

\(oooo\) “**Tendered Shares**” means the Tendered Class A.1 Shares, Tendered Class A.2 Shares, Tendered Class B
Shares or Tendered Class C Shares, as applicable;
 
\(pppp\) “**Tendering Class** **A.1 Shareholder**” has
the meaning as provided in §26.12;
 
\(qqqq\) “**Tendering Class** **A.2 Shareholder**” has the meaning as
provided in §27.11;
 
\(rrrr\) “**Tendering Class** **B Shareholder**” has the meaning as provided in
§28.11;
 
\(ssss\) “**Tendering Class** **C Shareholder**” has the meaning as provided in §29.8;

- 16 -

\(tttt\) “**Trading Day**” means a day on which \(a\) trading in the
applicable securities generally occurs on a U.S. National Securities Exchange or, if the applicable securities are not then listed on a U.S. National Securities Exchange, on the TSX or such other market on which the applicable securities are then
traded and \(b\) a Last Reported Sale Price for the applicable securities is available on such securities exchange or market. If the applicable securities are not so listed, or in the case of unlisted securities, so traded, “Trading
Day” means a “Business Day”;
 
\(uuuu\) “**Transfer**” means any sale, assignment, surrender, gift or transfer of
ownership of, the granting or foreclosure of a pledge, mortgage, charge, security interest, hypothecation or other encumbrance, whether voluntary, involuntary, by operation of law or otherwise, or the entry into of any contract, option or other
arrangement or understanding with respect to the foregoing;
 
\(vvvv\) “**Transfer Agent**” means the Company or any transfer
agent that may be appointed from time to time;
 
\(wwww\) “**TSX**” means Toronto Stock Exchange;

\(xxxx\) “**Unpaid Class** **A.1 Dividends**” has the meaning as provided in §26.4;

\(yyyy\) “**Unpaid Class** **A.2 Dividends**” has the meaning as provided in §27.3;

\(zzzz\) “**U.S. National Securities Exchange**” means an exchange registered with the U.S. Securities and Exchange Commission under
Section 6\(a\) of the Exchange Act on which the applicable securities are listed, or if the applicable securities are not listed on an exchange so registered with the U.S. Securities and Exchange Commission, any other U.S. exchange, whether or
not so registered, on which the applicable securities are listed;
 
\(aaaaa\) “**Valuation Date**” means \(i\) the date of
receipt by the Transfer Agent of a Notice of Exchange, or by the Company of a Notice of Class B Retraction or Notice of Class C Retraction, as applicable, or, if such date is not a Trading Day, the first \(1st\) Trading Day thereafter; or
\(ii\) the day immediately preceding the date the Company issues a Notice of Class A.1 Redemption or a Notice of Class A.2 Redemption, or, if such day is not a Business Day, the Trading Day immediately preceding such day; and

\(bbbbb\) “**Valuation Period**” means, with respect to any Spin-off, the ten
\(10\) consecutive Trading Day period commencing on, and including, the Ex-Dividend Date of the Spin-off.

**Act and Interpretation Act Definitions Applicable**
 
1.2
The definitions in the Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and except as the context requires otherwise, apply to these Articles as if they were an enactment.
If there is a conflict between a definition in the Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Act will prevail. If there is a conflict or inconsistency between these
Articles and the Act, the Act will prevail.
 
**Actions on Non-Business Days**

1.3 Whenever any payment to be made or action to be taken hereunder is required to be made or taken on a day other than a Business Day, such payment shall be
made or action taken on the next following Business Day.

- 17 -

**Currency**

1.4 Except where otherwise expressly provided herein, all amounts are stated in U.S. currency.

**PART 2**
 
**SHARES ANDSHARE CERTIFICATES**
 
**Authorized Share Structure**

2.1 The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the
Company.
 
**Form of Share Certificate**
 
2.2 Each share
certificate issued by the Company must comply with, and be signed as required by, the Act.
 
**Shareholder Entitled to Certificate, Acknowledgment orWritten Notice**
 
2.3 Unless the shares of which the shareholder is the registered owner are uncertificated shares, each shareholder is entitled, without
charge, to \(a\) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or \(b\) a nontransferable written acknowledgment of the shareholder’s right to obtain such a share
certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the
shareholders’ duly authorized agents will be sufficient delivery to all. If a shareholder is the registered owner of uncertificated shares, the Company must send to a holder of an uncertificated share a written notice containing the information
required by the Act within a reasonable time after the issue or transfer of such share.
 
**Delivery by Mail**

2.4 Any share certificate or non-transferable written acknowledgment of a shareholder’s right to obtain a share
certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or
acknowledgement is lost in the mail or stolen.
 
**Replacement of Worn Out or Defaced Certificate or Acknowledgement**

2.5 If a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a
share certificate is worn out or defaced, the Company must, on production of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as are deemed fit:

| \(a\) | cancel the share certificate or acknowledgment; and |
| --- | --- |
| \(b\) | issue a replacement share certificate or acknowledgment. |
| --- | --- |

**Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment**

2.6 If a share certificate or a non-transferable written acknowledgment of a shareholder’s right to obtain a share
certificate is lost, stolen or destroyed, the Company must issue a replacement share certificate or acknowledgment, as the case may be, to the person entitled to that share certificate or acknowledgment, if it receives:

| \(a\) | proof satisfactory to it of the loss, theft or destruction; and |
| --- | --- |
| \(b\) | any indemnity the directors consider adequate. |
| --- | --- |

- 18 -

**Splitting Share Certificates**

2.7 If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more
share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement
share certificates in accordance with that request.
 
**Certificate Fee**

2.8 There must be paid to the Company, in relation to the issue of any share certificate under §2.5, §2.6 or §2.7, the amount, if any, not
exceeding the amount prescribed under the Act, determined by the directors.
 
**Recognition of Trusts**

2.9 Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is
not bound by or compelled in any way to recognize \(even when having notice thereof\) any equitable, contingent, future or partial interest in any share or fraction of a share or \(except as required by law or statute or these Articles or as ordered by
a court of competent jurisdiction\) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

**PART 3**
 
**ISSUE OFSHARES**
 
**Directors Authorized**
 
3.1 Subject to the
Act and the rights, if any, of the holders of issued shares of the Company, the Company may allot, issue, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in
the manner, on the terms and conditions and for the consideration \(including any premium at which shares with par value may be issued\) that the directors may determine. The issue price for a share with par value must be equal to or greater than the
par value of the share.
 
**Commissions and Discounts**

3.2 The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person’s purchase or
agreement to purchase shares of the Company from the Company or any other person’s procurement or agreement to procure purchasers for shares of the Company.

**Brokerage**
 
3.3 The Company may pay such brokerage fee or
other consideration as may be lawful for or in connection with the sale or placement of its securities.

- 19 -

**Conditions of Issue**

3.4 Except as provided for by the Act, no share may be issued until it is fully paid. A share is fully paid when:

\(a\) consideration is provided to the Company for the issue of the share by one or more of the following:

| \(i\) | past services performed for the Company; |
| --- | --- |
| \(ii\) | property; |
| --- | --- |
| \(iii\) | money; and |
| --- | --- |

\(b\) the value of the consideration received by the Company equals or exceeds the issue price set for the share under §3.1.

**Share Purchase Warrants and Rights**
 
3.5 Subject to the
Act and the rights if any, of the holders of issued shares of the Company, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights
may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

**PART 4**
 
**SHAREREGISTERS**
 
**Central Securities Register**
 
4.1 As
required by and subject to the Act, the Company must maintain a central securities register and may appoint an agent to maintain such register. The directors may appoint one or more agents, including the agent appointed to keep the central
securities register, as transfer agent for shares or any class or series of shares and the same or another agent as registrar for shares or such class or series of shares, as the case may be. The directors may terminate such appointment of any agent
at any time and may appoint another agent in its place. If the directors designate a location outside British Columbia as the location at which the company maintains its central securities register, the central securities register must be available
for inspection and copying in accordance with the Act at a location inside British Columbia by means of a computer terminal or other electronic technology.

**PART 5**
 
**SHARETRANSFERS**
 
**Registering Transfers**
 
5.1 A transfer
of a share must not be registered unless the Company or the transfer agent or registrar for the class or series of shares to be transferred has received:

\(a\) except as exempted by the Act, a duly signed proper instrument of transfer in respect of the share;

- 20 -

\(b\) if a share certificate has been issued by the Company in respect of the share to be
transferred, that share certificate;
 
\(c\) if a non-transferable written acknowledgment of the
shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment; and

\(d\) such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of share to be transferred may
require to prove the title of the transferor or the transferor’s right to transfer the share, the due signing of the instrument of transfer and the right of the transferee to have the transfer registered.

**Form of Instrument of Transfer**
 
5.2 The instrument of
transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates of that class or series or in some other form that may be approved by the directors.

**Transferor Remains Shareholder**
 
5.3 Except to the extent
that the Act otherwise provides, the transferor of a share is deemed to remain the holder of it until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

**Signing of Instrument of Transfer**
 
5.4 If a shareholder,
or the shareholder’s duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and
its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the
written acknowledgments deposited with the instrument of transfer:
 
\(a\) in the name of the person named as transferee in that instrument of
transfer; or
 
\(b\) if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the
instrument is deposited for the purpose of having the transfer registered.
 
**Enquiry as to Title Not Required**

5.5 Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer
as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the
transfer by the shareholder or by any intermediate owner or holder of the shares transferred, of any interest in such shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate
for such shares.

- 21 -

**Transfer Fee**

5.6 There must be paid to the Company, in relation to the registration of a transfer, the amount, if any, determined by the directors.

**PART 6**

**TRANSMISSION OF SHARES**
 
**Legal PersonalRepresentative Recognized on Death**
 
6.1 In case of the death of a shareholder, the legal personal representative of the shareholder, or in the case of
shares registered in the shareholder’s name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares.
Before recognizing a person as a legal personal representative of a shareholder, the Company shall receive the documentation required by the Act.

**Rights of Legal Personal Representative**
 
6.2 The legal
personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required
by the Act and the directors have been deposited with the Company. This §6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the name of the shareholder and the name of another person in joint
tenancy.
 
**PART 7**

**PURCHASE, REDEEM OR OTHERWISE ACQUIRE SHARES**

**Company Authorized to Purchase, Redeem or Otherwise Acquire Shares**

7.1 Subject to the special rights or restrictions attached to the shares of any class or series and the Act, the Company may, if authorized by the directors,
purchase or otherwise acquire any of its shares at the price and upon the terms determined by the directors.
 
**Sale and Voting of Purchased, Redeemed orOtherwise Acquired Shares**
 
7.2 If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift, cancel or
otherwise dispose of the share, but, while such share is held by the Company, it:
 
\(a\) is not entitled to vote the share at a meeting of
its shareholders;
 
\(b\) must not pay a dividend in respect of the share; and

\(c\) must not make any other distribution in respect of the share.

**Company Entitled to Purchase, Redeem or Otherwise Acquire Share Fractions**

7.3 The Company may, without prior notice to the holders, purchase, redeem or otherwise acquire for fair value any and all outstanding share fractions of any
class or kind of shares in its authorized share structure as may exist at any time and from time to time. Upon the Company delivering the purchase funds and confirmation of purchase or redemption of the share fractions to the holders’
registered or last known address, or if the Company has a transfer agent then to such agent for the benefit of and forwarding to such holders, the Company shall thereupon amend its central securities register to reflect the purchase or redemption of
such share fractions and if the Company has a transfer agent, shall direct the transfer agent to amend the central securities register accordingly.

- 22 -

\(g\) otherwise alter its shares or authorized share structure when required or permitted to
do so by the Act where it does not specify by a special resolution;
 
and, if applicable, alter its Notice of Articles and Articles accordingly.

**Special Rights or Restrictions**
 
9.2 Subject to the Act
and in particular those provisions of the Act relating to the rights of holders of outstanding shares to vote if their rights are prejudiced or interfered with, the Company may by ordinary resolution:

\(a\) create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class of shares, whether
or not any or all of those shares have been issued; or
 
\(b\) vary or delete any special rights or restrictions attached to the shares of any
class of shares, whether or not any or all of those shares have been issued,
 
and alter its Notice of Articles and Articles accordingly.

**Change of Name**
 
9.3 The Company may by directors
resolution authorize an alteration of its Notice of Articles in order to change its name or adopt or change any translation of that name.
 
**OtherAlterations**
 
9.4 If the Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by
ordinary resolution alter these Articles.
 
**PART 10**

**MEETINGS OF SHAREHOLDERS**
 
**AnnualGeneral Meetings**
 
10.1 Unless an annual general meeting is deferred or waived in accordance with the Act, the Company must hold its first annual
general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference
date at such time and place as may be determined by the directors.
 
**Resolution Instead of Annual General Meeting**

10.2 If all the shareholders who are entitled to vote at an annual general meeting consent in writing by a unanimous resolution to all of the business that is
required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this §10.2, select as the
Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting. A unanimous resolution passed in writing under this §10.2 may be by signed document, fax, email or any other method
of transmitting legibly recorded messages. Any electronic signature on a unanimous resolution, whether digital or encrypted, shall be deemed to have the same force and effect as a manual signature. A unanimous resolution in writing may be in two or
more counterparts which together are deemed to constitute one unanimous resolution in writing.

- 24 -

**Calling of Meetings of Shareholders**

10.3 The directors may, at any time, call a meeting of shareholders.

**Notice for Meetings of Shareholders**
 
10.4 The Company
must send notice of the date, time and location of any meeting of shareholders \(including, without limitation, any notice specifying the intention to propose a resolution as a special resolution and any notice to consider approving a continuation
into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting\), in the manner provided in these Articles, or in such other manner, if any, as may be
prescribed by ordinary resolution \(whether previous notice of the resolution has been given or not\), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at
least the following number of days before the meeting:
 
\(a\) if the Company is a public company, 21 days;

\(b\) otherwise, 10 days.
 
**Record Date forNotice**
 
10.5 The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of
shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Act, by more than four months. The record date must not
precede the date on which the meeting is held by fewer than:
 
\(a\) if the Company is a public company, 21 days;

\(b\) otherwise, 10 days.
 
If no record date is
set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

**Record Date for Voting**
 
10.6 The directors may set a date
as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting
requisitioned by shareholders under the Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the
meeting.
 
**Failure to Give Notice and Waiver of Notice**

10.7 The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any
of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive that entitlement or may agree to reduce the period of that notice.
Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is
not lawfully called.

- 25 -

**Notice of Special Business at Meetings of Shareholders**

10.8 If a meeting of shareholders is to consider special business within the meaning of §11.1, the notice of meeting must:

\(a\) state the general nature of the special business; and

\(b\) if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of
effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

\(i\) at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice;
and
 
\(ii\) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

**Place of Meetings**
 
10.9 In addition to any location in
British Columbia, any general meeting may be held in any location outside British Columbia approved by a resolution of the directors, or if so approved by a resolution of the directors, any general meeting may be held entirely by means of an
electronic or other communication facility that permits all persons participating in the meeting to communicate adequately with each other to the extent permitted by the Act.

**PART 11**

**PROCEEDINGS AT MEETINGS OF SHAREHOLDERS**

**Special Business**
 
11.1 At a meeting of shareholders, the
following business is special business:
 
\(a\) at a meeting of shareholders that is not an annual general meeting, all business is special
business except business relating to the conduct of or voting at the meeting;
 
\(b\) at an annual general meeting, all business is special
business except for the following:
 
\(i\) business relating to the conduct of or voting at the meeting;

\(ii\) consideration of any financial statements of the Company presented to the meeting;

\(iii\) consideration of any reports of the directors or auditor;

\(iv\) the setting or changing of the number of directors;

- 26 -

\(v\) the election or appointment of directors;

\(vi\) the appointment of an auditor;

\(vii\) the setting of the remuneration of an auditor;

\(viii\) business arising out of a report of the directors not requiring the passing of a special resolution;

\(ix\) any other business which, under these Articles or the Act, may be transacted at a meeting of shareholders without prior notice of the
business being given to the shareholders.
 
**Special Resolutions**

11.2 The number of votes required for the Company to pass a special resolution at a general meeting of shareholders is
two-thirds of the votes cast on the resolution.
 
**Ordinary Resolutions**

11.3 The number of votes required for the Company to pass an ordinary resolution at a general meeting of shareholders is a majority of the votes cast on the
resolution.
 
**Quorum**
 
11.4 Subject to the special
rights or restrictions attached to the shares of any class or series of shares, and to §11.6, the quorum for the transaction of business at a meeting of shareholders is at least two shareholders who, whether present in person or represented by
proxy, in the aggregate, hold at least 25% of the votes attached to the shares entitled to be voted at the meeting.
 
11.5 Where a separate vote by a class
or series or classes or series is required, the quorum for that matter is at least two shareholders who, whether present in person or represented by proxy, in the aggregate, hold at least 25% of the votes attached to the shares of such class or
series or classes or series entitled to vote on that matter.
 
**One Shareholder May Constitute Quorum**

11.6 If there is only one shareholder entitled to vote at a meeting of shareholders:

\(a\) the quorum is one person who is, or who represents by proxy, that shareholder, and

\(b\) that shareholder, present in person or by proxy, may constitute the meeting.

**Persons Entitled to Attend Meeting**
 
11.7 In addition to
those persons who are entitled to vote at a meeting of shareholders, the only other persons entitled to be present at the meeting are the directors, the president \(if any\), the secretary \(if any\), the assistant secretary \(if any\), any lawyer for the
Company, the auditor of the Company, any persons invited to be present at the meeting by the directors or by the chair of the meeting and any persons entitled or required under the Act or these Articles to be present at the meeting; but if any of
those persons does attend the meeting, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

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**Requirement of Quorum**

11.8 No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless
a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

**Lack of Quorum**
 
11.9 If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

\(a\) in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

\(b\) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place
specified in the notice calling the meeting unless otherwise determined by an ordinary resolutions of those shareholders present and for which notification is provided to all shareholders entitled to attend such meeting.

**Lack of Quorum at Succeeding Meeting**
 
11.10 If, at the
meeting to which the meeting referred to in §11.9\(b\) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being,
or representing by proxy one or more shareholders, entitled to attend and vote at the meeting shall be deemed to constitute a quorum.
 
**Chair**

11.11 The following individual is entitled to preside as chair at a meeting of shareholders:

\(a\) the chair of the board, if any; or

\(b\) if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

**Selection of Alternate Chair**
 
11.12 If, at any meeting of
shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board
and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present may choose either one of their number or the lawyer of the Company to be chair of the
meeting. If all of the directors present decline to take the chair or fail to so choose or if no director is present or the lawyer of the Company declines to take the chair, the shareholders entitled to vote at the meeting who are present in person
or by proxy may choose any person present at the meeting to chair the meeting.

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**Adjournments**

11.13 The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no
business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

**Notice of Adjourned Meeting**
 
11.14 It is not necessary to
give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the
case of the original meeting.
 
**Decisions by Show of Hands or Poll**

11.15 Subject to the Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the
declaration of the result of the vote by show of hands, is directed by the chair or demanded by any shareholder entitled to vote who is present in person or by proxy.

**Declaration of Result**
 
11.16 The chair of a meeting of
shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair
that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under §11.15, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or
against the resolution.
 
**Motion Need Not be Seconded**

11.17 No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of
shareholders is entitled to propose or second a motion.
 
**Casting Vote**

11.18 In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote
in addition to the vote or votes to which the chair may be entitled as a shareholder.
 
**Manner of Taking Poll**

11.19 Subject to §11.20, if a poll is duly demanded at a meeting of shareholders:

\(a\) the poll must be taken:
 
\(i\)
at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and
 
\(ii\) in the manner, at the
time and at the place that the chair of the meeting directs;

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\(b\) the result of the poll is deemed to be the decision of the meeting at which the poll is
demanded; and
 
\(c\) the demand for the poll may be withdrawn by the person who demanded it.

**Demand for Poll on Adjournment**
 
11.20 A poll demanded at
a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.
 
**Chair Must Resolve Dispute**

11.21 In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and the
determination of the chair made in good faith is final and conclusive.
 
**Casting of Votes**

11.22 On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

**No Demand for Poll on Election of Chair**
 
11.23 No poll
may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.
 
**Demand for Poll Not to Prevent Continuance of Meeting**
 
11.24 The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for
the transaction of any business other than the question on which a poll has been demanded.
 
**Retention of Ballots and Proxies**

11.25 The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and,
during that period, make them available for inspection during normal business hours by any shareholder or proxy holder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

**PART 12**
 
**VOTES OFSHAREHOLDERS**
 
**Number of Votes by Shareholder or by Shares**

12.1 Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under §12.3:

\(a\) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and

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\(b\) on a poll, every shareholder entitled to vote on the matter has one vote in respect of
each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.
 
**Votes of Personsin Representative Capacity**
 
12.2 A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and
may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled
to vote at the meeting.
 
**Votes by Joint Holders**
 
12.3
If there are joint shareholders registered in respect of any share:
 
\(a\) any one of the joint shareholders may vote at any meeting of
shareholders, personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
 
\(b\) if more than
one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central
securities register in respect of the share will be counted.
 
**Legal Personal Representatives as Joint Shareholders**

12.4 Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of §12.3, deemed to be
joint shareholders registered in respect of that share.
 
**Representative of a Corporate Shareholder**

12.5 If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any
meeting of shareholders of the Company, and:
 
\(a\) for that purpose, the instrument appointing a representative must be received:

\(i\) at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at
least the number of Business Days specified in the notice for the receipt of proxies, or if no number of days is specified, two Business Days before the day set for the holding of the meeting or any adjourned meeting; or

\(ii\) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair of the
meeting or adjourned meeting;
 
\(b\) if a representative is appointed under this §12.5:

\(i\) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the
representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and

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\(ii\) the representative, if present at the meeting, is to be counted for the purpose of
forming a quorum and is deemed to be a shareholder present in person at the meeting.
 
Evidence of the appointment of any such representative may be sent
to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.
 
**Proxy Provisions Do Not Apply to AllCompanies**
 
12.6 If and for so long as the Company is a public company or a pre-existing reporting company which
has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply, then §12.7 to §12.15 are not mandatory, however the directors of the Company are authorized to apply all
or part of such sections or to adopt alternative procedures for proxy form, deposit and revocation procedures to the extent that the directors deem necessary in order to comply with securities laws applicable to the Company.

**Appointment of Proxy Holders**
 
12.7 Every shareholder of
the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders may, by proxy, appoint one or more \(but not more than five\) proxy holders to attend and act at the meeting
in the manner, to the extent and with the powers conferred by the proxy.
 
**Alternate Proxy Holders**

12.8 A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

**Proxy Holder Need Not Be Shareholder**
 
12.9 A proxy holder
need not be a shareholder of the Company.
 
**Deposit of Proxy**

12.10 A proxy for a meeting of shareholders must:

\(a\) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of
proxies, at least the number of Business Days specified in the notice, or if no number of days is specified, two Business Days before the day set for the holding of the meeting or any adjourned meeting; or

\(b\) unless the notice provides otherwise, be received, at the meeting or any adjourned meeting, by the chair of the meeting or adjourned
meeting or by a person designated by the chair of the meeting or adjourned meeting.
 
A proxy may be sent to the Company by written instrument, fax or any
other method of transmitting legibly recorded messages, including through Internet or telephone voting or by email, if permitted by the notice calling the meeting or the information circular for the meeting.

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**Validity of Proxy Vote**

12.11 A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the
revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

\(a\) at the registered office of the Company, at any time up to and including the last Business Day before the day set for the holding of the
meeting or any adjourned meeting at which the proxy is to be used; or
 
\(b\) at the meeting or any adjourned meeting by the chair of the
meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.
 
**Form of Proxy**

12.12 A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair
of the meeting:
 
\[name of company\]

\(the “Company”\)
 
The
undersigned, being a shareholder of the Company, hereby appoints \[name\] or, failing that person, \[name\], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company
to be held on \[month, day, year\] and at any adjournment of that meeting.
 
Number of shares in respect of which this proxy is given \(if no
number is specified, then this proxy is given in respect of all shares registered in the name of the undersigned\): \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

| Signed \[month, day,<br>year\] |
| --- |
| \[Signature of<br>shareholder\] |
| \[Name of shareholder -<br>printed\] |

 
**Revocation of Proxy**

12.13 Subject to §12.14, every proxy may be revoked by an instrument in writing that is received:

\(a\) at the registered office of the Company at any time up to and including the last Business Day before the day set for the holding of the
meeting or any adjourned meeting at which the proxy is to be used; or

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\(b\) at the meeting or any adjourned meeting, by the chair of the meeting or adjourned
meeting, before any vote in respect of which the proxy has been given has been taken.
 
**Revocation of Proxy Must Be Signed**

12.14 An instrument referred to in §12.13 must be signed as follows:

\(a\) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or the
shareholder’s legal personal representative or trustee in bankruptcy;
 
\(b\) if the shareholder for whom the proxy holder is appointed
is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under §12.5.
 
**Productionof Evidence of Authority to Vote**
 
12.15 The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at
the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

**PART 13**
 
**DIRECTORS**
 
**First Directors; Number of Directors**
 
13.1 The
first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Act. The number of directors, excluding additional directors appointed under §14.8, is
set at:
 
\(a\) subject to §\(b\) and §\(c\), the number of directors that is equal to the number of the Company’s first
directors;
 
\(b\) if the Company is a public company, the greater of three and the most recently set of:

\(i\) the number of directors set by a resolution of the directors \(whether or not previous notice of the resolution was given\); and

\(ii\) the number of directors in office pursuant to §14.4;

\(c\) if the Company is not a public company, the most recently set of:

\(i\) the number of directors set by a resolution of the directors \(whether or not previous notice of the resolution was given\); and

\(ii\) the number of directors in office pursuant to §14.4.

**Change in Number of Directors**
 
13.2 If the number of
directors is set under §13.1\(b\)\(i\) or §13.1\(c\)\(i\), subject to any restrictions in the Act and to §14.8, the board of directors may appoint the directors needed to fill any vacancies in the board of directors up to that number.

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**Directors’ Acts Valid Despite Vacancy**

13.3 An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is
in office.
 
**Qualifications of Directors**
 
13.4 A
director is not required to hold a share in the share structure of the Company as qualification for his or her office but must be qualified as required by the Act to become, act or continue to act as a director.

**Remuneration of Directors**
 
13.5 The directors are
entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders.

**Reimbursement of Expenses of Directors**
 
13.6 The Company
must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.
 
**Special Remuneration forDirectors**
 
13.7 If any director performs any professional or other services for the Company that in the opinion of the directors are outside the
ordinary duties of a director, he or she may be paid remuneration fixed by the directors, or at the option of the directors, fixed by ordinary resolution, and such remuneration will be in addition to any other remuneration that he or she may be
entitled to receive.
 
**Gratuity, Pension or Allowance on Retirement of Director**

13.8 Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any
director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
 
**PART 14**

**ELECTION AND REMOVAL OF DIRECTORS**

**Election at Annual General Meeting**
 
14.1 At every annual
general meeting and in every unanimous resolution contemplated by §10.2:
 
\(a\) the shareholders entitled to vote at the annual general
meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and

\(b\) all the directors cease to hold office immediately before the election or appointment of directors under §\(a\), but are eligible for re-election or re-appointment.

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**Consent to be a Director**

14.2 No election, appointment or designation of an individual as a director is valid unless:

\(a\) that individual consents to be a director in the manner provided for in the Act;

\(b\) that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting,
to be a director; or
 
\(c\) with respect to first directors, the designation is otherwise valid under the Act.

**Failure to Elect or Appoint Directors**
 
14.3 If:

\(a\) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to
pass the unanimous resolution contemplated by §10.2, on or before the date by which the annual general meeting is required to be held under the Act; or

\(b\) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by §10.2, to elect or appoint any
directors;
 
then each director then in office continues to hold office until the earlier of:

\(c\) when his or her successor is elected or appointed; and

\(d\) when he or she otherwise ceases to hold office under the Act or these Articles.

**Places of Retiring Directors Not Filled**
 
14.4 If, at any
meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who
are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles but their term of office shall expire no later than
the date on which new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set
pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

**Directors May Fill Casual Vacancies**
 
14.5 Any casual
vacancy occurring in the board of directors may be filled by the directors.
 
**Remaining Directors Power to Act**

14.6 The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant
to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject
to the Act, for any other purpose.

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**Shareholders May Fill Vacancies**

14.7 If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders
may elect or appoint directors to fill any vacancies on the board of directors.
 
**Additional Directors**

14.8 Notwithstanding §13.1, §13.2, and §14.1, between annual general meetings or by unanimous resolutions contemplated by §10.2, the
directors may appoint one or more additional directors but the number of additional directors appointed under this §14.8 must not at any time exceed one-third of the number of the current directors who
were elected or appointed as directors other than under this §14.8. Any director so appointed ceases to hold office immediately before the next election or appointment of directors under §14.1\(a\), but is eligible for re-election or reappointment.
 
**Ceasing to be a Director**

14.9 A director ceases to be a director when:

\(a\) the term of office of the director expires;

\(b\) the director dies;
 
\(c\) the
director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or
 
\(d\) the director is removed
from office pursuant to §14.10 or §14.11.
 
**Removal of Director by Shareholders**

14.10 The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect,
or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders
may elect, or appoint by ordinary resolution, a director to fill that vacancy.
 
**Removal of Director by Directors**

14.11 The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the
director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

**PART 15**
 
**POWERS ANDDUTIES OF DIRECTORS**
 
**Powers of Management**
 
15.1
The directors must, subject to the Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Act or by these Articles,
required to be exercised by the shareholders of the Company.

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**Appointment of Attorney of Company**

15.2 The directors may from time to time, by power of attorney or other instrument, appoint any person to be the attorney of the Company for such purposes, and
with such powers, authorities and discretions \(not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of,
or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends\) and for such period, and with such remuneration and subject to such conditions as the directors may think fit.
Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to
sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

**PART 16**
 
**INTERESTSOF DIRECTORS AND OFFICERS**
 
**Obligation to Account for Profits**

16.1 A director or senior officer who holds a disclosable interest \(as that term is used in the Act\) in a contract or transaction into which the Company has
entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Act.

**Restrictions on Voting by Reason of Interest**
 
16.2 A
director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the
directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

**Interested Director Counted in Quorum**
 
16.3 A director
who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in
the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.
 
**Disclosure of Conflict ofInterest or Property**
 
16.4 A director or senior officer who holds any office or possesses any property, right or interest that could result, directly
or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Act.

**Director Holding Other Office in the Company**
 
16.5 A
director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms \(as to remuneration or otherwise\) that the directors may
determine.

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**No Disqualification**

16.6 No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or
place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.
 
**Professional Services by Director or Officer**
 
16.7
Subject to the Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to
remuneration for professional services as if that director or officer were not a director or officer.
 
**Director or Officer in Other Corporations**
 
16.8 A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be
interested as a shareholder or otherwise, and, subject to the Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her
interest in, such other person.
 
**PART 17**

**PROCEEDINGS OF DIRECTORS**
 
**Meetings ofDirectors**
 
17.1 The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and
meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

**Voting at Meetings**
 
17.2 Questions arising at any meeting
of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

**Chair of Meetings**
 
17.3 The following individual is
entitled to preside as chair at a meeting of directors:
 
\(a\) the chair of the board, if any;

\(b\) in the absence of the chair of the board, the president, if any, if the president is a director; or

\(c\) any other director chosen by the directors if:

\(i\) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding
the meeting;
 
\(ii\) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or

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\(iii\) the chair of the board and the president, if a director, have advised the secretary,
if any, or any other director, that they will not be present at the meeting.
 
**Place of Meetings**

17.4 Meetings of directors may be held at any place within or outside of Canada, or if so approved by all of the directors, such meeting may be held entirely
by means of an electronic or other communication facility that permits all persons participating in the meeting to communicate adequately with each other to the extent permitted by the Act.

**Meetings by Telephone or Other Communications Medium**

17.5 A director may participate in a meeting of the directors or of any committee of the directors:

\(a\) in person; or
 
\(b\) by
telephone or by other communications medium if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other.

A director who participates in a meeting in a manner contemplated by this §17.5 is deemed for all purposes of the Act and these Articles to be present at
the meeting and to have agreed to participate in that manner.
 
**Calling of Meetings**

17.6 A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at
any time.
 
**Notice of Meetings**
 
17.7 Other than for
meetings held at regular intervals as determined by the directors pursuant to §17.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors by any method set
out in §23.1 or orally or by telephone.
 
**When Notice Not Required**

17.8 It is not necessary to give notice of a meeting of the directors to a director if:

\(a\) the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the
meeting of the directors at which that director is appointed; or
 
\(b\) the director has waived notice of the meeting.

**Meeting Valid Despite Failure to Give Notice**
 
17.9 The
accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director, does not invalidate any proceedings at that meeting.

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**Waiver of Notice of Meetings**

17.10 Any director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors
and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to
that director and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director. Attendance of a director at a meeting of the directors is a waiver of notice of
the meeting unless that director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

**Quorum**
 
17.11 The quorum necessary for the transaction of
the business of the directors may be set by the directors and, if not so set, is deemed to be a majority of the directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.
 
**Validity of Acts Where Appointment Defective**
 
17.12
Subject to the Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

**Consent Resolutions in Writing**
 
17.13 A resolution of the
directors or of any committee of the directors may be passed without a meeting:
 
\(a\) in all cases, if each of the directors entitled to
vote on the resolution consents to it in writing; or
 
\(b\) in the case of a resolution to approve a contract or transaction in respect of
which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who have not made such a disclosure consents in writing to the resolution.

A consent in writing under this §17.13 may be by signed document, fax, email or any other method of transmitting legibly recorded messages. Any
electronic signature on a consent, whether digital or encrypted, shall be deemed to have the same force and effect as a manual signature. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in
writing. A resolution of the directors or of any committee of the directors passed in accordance with this §17.13 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a
proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Act and
all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

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**Powers of Board**

18.4 The directors may, at any time, with respect to a committee appointed under §18.1 or §18.2

\(a\) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such
revocation, alteration or overriding;
 
\(b\) terminate the appointment of, or change the membership of, the committee; and

\(c\) fill vacancies in the committee.

**Committee Meetings**
 
18.5 Subject to §18.3\(a\) and
unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under §18.1 or §18.2:

\(a\) the committee may meet and adjourn as it thinks proper;

\(b\) the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is
not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;

\(c\) a majority of the members of the committee constitutes a quorum of the committee; and

\(d\) questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality
of votes, the chair of the meeting does not have a second or casting vote.
 
**PART 19**

**OFFICERS**
 
**Directors May AppointOfficers**
 
19.1 The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time,
terminate any such appointment.
 
**Functions, Duties and Powers of Officers**

19.2 The directors may, for each officer:
 
\(a\)
determine the functions and duties of the officer;
 
\(b\) entrust to and confer on the officer any of the powers exercisable by the directors
on such terms and conditions and with such restrictions as the directors think fit; and
 
\(c\) revoke, withdraw, alter or vary all or any of
the functions, duties and powers of the officer.

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**Qualifications**

19.3 No person may be appointed as an officer unless that person is qualified in accordance with the Act. One person may hold more than one position as an
officer of the Company. Any person appointed as the chair of the board, chair of a committee of the board or lead independent director, if any, must be a director. Any other officer need not be a director.

**Remuneration and Terms of Appointment**
 
19.4 All
appointments of officers are to be made on the terms and conditions and at the remuneration \(whether by way of salary, fee, commission, participation in profits or otherwise\) that the directors thinks fit and are subject to termination at the
pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

**PART 20**

**INDEMNIFICATION**
 
**Definitions**

20.1 In this Part 20:
 
\(a\) “**eligibleparty**”, in relation to a company, means an individual who:
 
\(i\) is or was a director or officer of the Company;

\(ii\) is or was a director or officer of another corporation

\(A\) at a time when the corporation is or was an affiliate of the Company, or

\(B\) at the request of the Company; or

\(iii\) at the request of the Company, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership,
trust, joint venture or other unincorporated entity,
 
and includes, except in the definition of “eligible proceeding” and
Sections 163\(1\)\(c\) and \(d\) and 165 of the Act, the heirs and personal or other legal representatives of that individual;
 
\(b\)
“**eligible penalty**” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

\(c\) “**eligible proceeding**” means a proceeding in which an eligible party or any of the heirs and personal or other legal
representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Company or an associated corporation

\(i\) is or may be joined as a party; or

\(ii\) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

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\(d\) “**expenses**” has the meaning set out in the Act and includes costs,
charges and expenses, including legal and other fees, but does not include judgments, penalties, fines or amounts paid in settlement of a proceeding; and

\(e\) “**proceeding**” includes any legal proceeding or investigative action, whether current, threatened, pending or completed.
 
**Mandatory Indemnification of Eligible Parties**
 
20.2
Subject to the Act, the Company must indemnify each eligible party and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of
an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each eligible party is deemed to have contracted with the Company on the terms of the indemnity contained in this §20.2.
 
**Indemnification of Other Persons**
 
20.3 Subject to
any restrictions in the Act, the Company may agree to indemnify and may indemnify any person \(including an eligible party\) against eligible penalties and pay expenses incurred in connection with the performance of services by that person for the
Company.
 
**Authority to Advance Expenses**
 
20.4 The
Company may advance expenses to an eligible party to the extent permitted by and in accordance with the Act.

**Non-Compliance with Act**

20.5 Subject to the Act, the failure of an eligible party of the Company to comply with the Act or these Articles or, if applicable, any former *CompaniesAct* or former Articles does not, of itself, invalidate any indemnity to which he or she is entitled under this Part 20.
 
**Company May PurchaseInsurance**
 
20.6 The Company may purchase and maintain insurance for the benefit of any eligible party \(or the heirs or legal personal representatives
of any eligible party\) against any liability incurred by any eligible party.
 
**PART 21**

**DIVIDENDS**
 
**Payment of Dividends Subjectto Special Rights**
 
21.1 The provisions of this Part 21 are subject to the rights, if any, of shareholders holding shares with special rights as to
dividends.
 
**Declaration of Dividends**
 
21.2 Subject to
the Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

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**No Notice Required**

21.3 The directors need not give notice to any shareholder of any declaration under §21.2.

**Record Date**
 
21.4 The directors must set a date as the
record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months.

**Manner of Paying Dividend**
 
21.5 A resolution declaring a
dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company or any other entity, or in any one or more of those
ways.
 
**Settlement of Difficulties**
 
21.6 If any
difficulty arises in regard to a distribution under §21.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

\(a\) set the value for distribution of specific assets;

\(b\) determine that money in substitution for all or any part of the specific assets to which any shareholders are entitled may be paid to any
shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
 
\(c\) vest any such specific assets in
trustees for the persons entitled to the dividend.
 
**When Dividend Payable**

21.7 Any dividend may be made payable on such date as is fixed by the directors.

**Dividends to be Paid in Accordance with Number of Shares**

21.8 All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

**Receipt by Joint Shareholders**
 
21.9 If several persons
are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

**Dividend Bears No Interest**
 
21.10 No dividend bears
interest against the Company.
 
**Fractional Dividends**

21.11 If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be
disregarded in making payment of the dividend and that payment represents full payment of the dividend.

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**Payment of Dividends**

21.12 Any dividend or other distribution payable in money in respect of shares may be paid \(i\) by cheque, made payable to the order of the person to whom
it is sent, and mailed to the registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to the person and to the address
the shareholder or joint shareholders may direct in writing or \(ii\) by wire transfer or other electronic means. In the case of payment of a dividend by cheque, mailing of such cheque will, to the extent of the sum represented by the cheque
\(plus the amount of the tax required by law to be deducted\), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority. In the case of
payment of a dividend by wire transfer or other electronic means, the initiation of such payment by the Company will, to the extent of the sum represented by the transfer \(plus the amount of the tax required by law to be deducted\), discharge all
liability for the dividend unless the amount of tax so deducted is not paid to the appropriate taxing authority.
 
**Capitalization of Retained Earningsor Surplus**
 
21.13 Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus
of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus so capitalized or any part thereof.

**PART 22**
 
**ACCOUNTINGRECORDS AND AUDITOR**
 
**Recording of Financial Affairs**

22.1 The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with
the Act.
 
**Inspection of Accounting Records**
 
22.2
Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

**Remuneration of Auditor**
 
22.3 The directors may set the
remuneration of the auditor of the Company.
 
**PART 23**

**NOTICES**
 
**Method of Giving Notice**
 
23.1 Unless the Act or these Articles provide otherwise, a notice, statement, report or other record required or permitted by the Act or these
Articles \(a “**Notice**”\) to be sent by or to a person may be sent by:
 
\(a\) mail addressed to the person at the applicable
address for that person as follows:
 
\(i\) for a Notice mailed to a shareholder, the shareholder’s registered address;

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\(ii\) for a Notice mailed to a director or officer, the prescribed address for mailing shown
for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of Notices of that class;

\(iii\) in any other case, the mailing address of the intended recipient;

\(b\) delivery at the applicable address for that person as follows, addressed to the person:

\(i\) for a Notice delivered to a shareholder, the shareholder’s registered address;

\(ii\) for a Notice delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept
by the Company or the delivery address provided by the recipient for the sending of Notices of that class;
 
\(iii\) in any other case, the
delivery address of the intended recipient;
 
\(c\) sending the Notice by fax to the fax number provided by the intended recipient for the
sending of Notices that class;
 
\(d\) sending the Notice by email to the email address provided by the intended recipient for the sending of
Notices of that class;
 
\(e\) sending the Notice by other means of electronic transmission accessible by the intended recipient for the
sending of Notices of that class in accordance with applicable law; and
 
\(f\) physical delivery to the intended recipient.

**Press Release**
 
23.2 Unless the Act or these Articles
provide otherwise, a Notice to be sent to a shareholder shall be deemed conclusively to have been given or made, and the obligation to give any Notice shall, unless otherwise required by applicable laws and regulations, be deemed conclusively to
have been fully satisfied upon issuing a press release complying with applicable laws and regulations if deemed by the board of directors to be a reasonable or appropriate means of providing such Notice.

**Deemed Receipt of Mailing**
 
23.3 A notice, statement,
report or other record that is:
 
\(a\) mailed to a person by ordinary mail to the applicable address for that person referred to in
§23.1 is deemed to be received by the person to whom it was mailed on the day \(Saturdays, Sundays and holidays excepted\) following the date of mailing;

\(b\) faxed to a person to the fax number provided by that person under §23.1 is deemed to be received by the person to whom it was faxed on
the day it was faxed;
 
\(c\) emailed to a person to the e-mail address provided by that person under
§23.1 is deemed to be received by the person to whom it was e-mailed on the day that it was emailed; and

\(d\) sent to a person by other means of electronic transmission under §23.1 is deemed to be received by the person to whom it was
transmitted on the day that such transmission occurred.

- 48 -

**Certificate of Sending**

23.4 A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the
Company stating that a notice, statement, report or other record was sent in accordance with §23.1 is conclusive evidence of that fact.
 
**Notice toJoint Shareholders**
 
23.5 A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing
such record to the joint shareholder first named in the central securities register in respect of the share.
 
**Notice to Legal Personal Representativesand Trustees**
 
23.6 A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the
death, bankruptcy or incapacity of a shareholder by:
 
\(a\) mailing the record, addressed to them:

\(i\) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the
bankrupt shareholder or by any similar description; and
 
\(ii\) at the address, if any, supplied to the Company for that purpose by the
persons claiming to be so entitled; or
 
\(b\) if an address referred to in §23.6\(a\)\(ii\) has not been supplied to the Company, by giving
the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.
 
**Undelivered Notices**

23.7 If on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to §23.1 and on each of those
occasions any such record is returned because the shareholder cannot be located, the Company shall not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.

**PART 24**

**PROHIBITIONS**
 
**Definitions**

24.1 In this Part 24:
 
\(a\)
“**designated security**” means:
 
\(i\) a voting security of the Company;

\(ii\) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or,
on the liquidation or winding up of the Company, in its assets; or

- 49 -

\(iii\) a security of the Company convertible, directly or indirectly, into a security
described in §\(a\) or §\(b\);
 
\(b\) “**security**” has the meaning assigned in the *Securities Act* \(British
Columbia\); and
 
\(c\) “**voting security**” means a security of the Company that:

\(i\) is not a debt security; and

\(ii\) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

**Application**
 
24.2 §24.3 does not apply to the
Company if and for so long as it is a public company, a private company which is no longer eligible to use the private issuer exemption under the *Securities Act* \(British Columbia\) or a pre-existing
reporting company which has the Statutory Reporting Company Provisions as part of its Articles or a company to which the Statutory Reporting Company Provisions apply.

**Consent Required for Transfer of Shares or Designated Securities**

24.3 No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required
to give any reason for refusing to consent to any such sale, transfer or other disposition.
 
**PART 25**

**FORUM SELECTION**
 
25.1 Unless the Company
consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of
action arising under the Securities Act of 1933, as amended.
 
Nothing in this 25.1 shall be deemed to apply to any suits brought to enforce any liability
or duty created by the Exchange Act. Any person or entity purchasing or otherwise acquiring any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of this §25.1.

**PART 26**
 
**SPECIALRIGHTS AND RESTRICTIONS**
 
**CLASS A.1 EXCHANGEABLE SUBORDINATE VOTING SHARES**

**Special Rights and Restrictions**
 
26.1 The Class A.1
Shares as a class shall have attached thereto the special rights and restrictions specified in this Part 26.
 
**DIVIDENDS**
 
**Dividend Rights**
 
26.2 Each Class A.1
Shareholder shall be entitled to receive, and the Company shall pay thereon, \(i\) as and when declared by the board of directors, a dividend on each Class A.1 Share in an amount in cash for each Class A.1 Share equal to the cash
distribution declared on each BEP Unit on each BEP Distribution Declaration Date occurring after the first date of issuance of the Class A.1 Shares multiplied by the Conversion Factor in effect on the Record Date of such dividend \(the
“**Equivalent Dividend**”\) and \(ii\) at any time there are no Unpaid Class A.1 Dividends or Unpaid Class A.2 Dividends, additional dividends shall be declared and paid if, as when and declared by the board of directors
\(“**Additional Dividends**”\).

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26.3 All cash dividends on the Class A.1 Shares, other than Additional Dividends, will be declared
contemporaneously and paid at the same time in an equal amount per share on the Class A.2 Shares.
 
**Unpaid Class A.1 Dividends**

26.4 If the full amount of an Equivalent Dividend is not declared on or about a BEP Distribution Declaration Date, or is declared but is not paid on or about
the payment date, then such Equivalent Dividend shall accrue and accumulate, whether or not the Company has earnings, whether or not there are funds legally available for the payment thereof and whether or not such distributions are earned, or
authorized \(such amounts, the “**Unpaid Class** **A.1 Dividends**”\). Any dividend payment made on the Class A.1 Shares shall first be credited against the earliest Unpaid Class A.1 Dividends in respect of such
Class A.1 Shares that remain payable.
 
**Payment of Dividends**

26.5 Cheques of the Company, wire transfers or other electronic means of payment may be issued or initiated, as applicable, in respect of all dividends
contemplated by §26.2 and the sending of such cheque, wire transfer or other electronic means of payment, as applicable, to each Class A.1 Shareholder will satisfy the cash dividend represented thereby unless, in the case of a cheque, the
cheque is not paid on presentation.
 
**Record and Payment Dates**

26.6 The Record Date with respect to any Equivalent Dividend declared by the board of directors and the payment date of such Equivalent Dividend will be on or
about the Record Date and the payment date, respectively, for the corresponding distribution declared on the BEP Units, each as approved by the board of directors.

**RANKING**
 
**Ranking of theClass A.1 Shares**
 
26.7 The Class A.1 Shares shall, as to the payment of dividends and return of capital in a Liquidation Event, rank *paripassu* with the Class A.2 Shares, junior to the Preferred Shares and senior to the Class B Shares, the Class C Shares and any other shares ranking junior to the Class A.1 Shares with respect to priority in payment of dividends
and return of capital in the event of the liquidation, dissolution or winding-up of the Company.

**VOTING**
 
**Voting Rights**

26.8 Except as expressly provided herein, each Class A.1 Shareholder will be entitled to receive notice of, and to attend and vote at, all meetings of
shareholders of the Company, except for meetings at which only holders of another specified class or series of shares are entitled to vote separately as a class or series. Each Class A.1 Shareholder shall be entitled to cast one vote for each
Class A.1 Share held at the record date for the determination of shareholders entitled to vote on any matter.

- 51 -

26.9 Except as otherwise expressly provided herein or as required by Law, the Class A.1 Shareholders
and Class B Shareholders will vote together and not as separate classes.
 
26.10 Subject to any rights of the holders of any series of Preferred
Shares to elect directors under specified circumstances, the holders of the outstanding Class A.1 Shares and Class B Shares, voting together, shall be entitled to vote in respect of the election of all directors of the Company.

**Amendment with Approval of Class A.1 Shareholders**

26.11 In addition to any other approvals required by Law, any approval given by the Class A.1 Shareholders to add to, change or remove any right,
privilege, restriction or condition attaching to the Class A.1 Shares or any other matter requiring the approval or consent of the Class A.1 Shareholders as a separate class will be deemed to have been sufficiently given if it will have
been given in accordance with applicable Law, subject to a minimum requirement that such amendment be approved by not less than 66 2/3% of the votes cast on such amendment at a meeting of Class A.1 Shareholders duly called and held at which the
Class A.1 Shareholders holding at least 10% of the outstanding Class A.1 Shares at that time are present or represented by proxy. If at any such meeting the Class A.1 Shareholders holding at least 10% of the outstanding Class A.1
Shares as of the Record Date of such meeting are not present or represented by proxy within one-half hour after the time appointed for such meeting, then the meeting will be adjourned to such date not less
than five days thereafter and to such time and place as may be designated by the chairman of such meeting. At such reconvened meeting, the Class A.1 Shareholders present or represented by proxy thereat may transact the business for which the
meeting was originally called and a resolution passed thereat by the affirmative vote of not less than 66 2/3% of the votes cast on such amendment at such reconvened meeting.

**EXCHANGE RIGHTS**
 
**Exchange atthe Option of the Class A.1 Shareholder**
 
26.12 Subject to applicable Law, at any time from and after the date of the issuance of the
Class A.1 Shares, each Class A.1 Shareholder shall have an Exchange Right, which may be exercised by delivering a Notice of Exchange to the Transfer Agent by or on behalf of such Class A.1 Shareholder \(such Class A.1 Shares
specified in the Notice of Exchange being hereafter referred to as “**Tendered Class** **A.1 Shares**” and such Class A.1 Shareholder, the “**Tendering Class** **A.1 Shareholder**”\) for
the BEP Units Amount per Tendered Class A.1 Share or, if the Company elects in its sole and absolute discretion, the Cash Amount \(in lieu of the BEP Units Amount per Tendered Class A.1 Share\), plus, in either case, a cash amount equal to
any Unpaid Class A.1 Dividends.
 
**Notice of Exchange**

26.13 A Class A.1 Shareholder must deliver a Notice of Exchange either electronically \(by electronic mail or by any other electronic procedure that may be
established by the Transfer Agent and communicated to the Class A.1 Shareholders by the Company or the Transfer Agent\) or physically \(by mail, courier, hand delivery or otherwise\) to any office of the Transfer Agent prior to the issuance by the
Company of a Notice of Class A.1 Redemption or the announcement of a Liquidation Event in order to exercise his, her or its Exchange Right.

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**Satisfaction of Exchange Rights**

26.14 Upon receipt by the Transfer Agent of a Notice of Exchange and such additional documents and instruments as the Company or the Transfer Agent may
reasonably require, the Company will redeem the applicable Tendered Class A.1 Shares on or prior to the Specified Exchange Date. The Company will deliver or cause to be delivered to the Tendering Class A.1 Shareholder, at the address of
the holder recorded in the register of the Company for the Class A.1 Shares or at the address specified in the holder’s Notice of Exchange, either \(i\) the BEP Units Amount, or \(ii\) the Cash Amount, as the Company may
determine in its sole and absolute discretion, together with a cash amount for each Tendered Class A.1 Share equal to any Unpaid Class A.1 Dividends per Tendered Class A.1 Share \(\(i\) or \(ii\), plus such Unpaid Class A.1 Dividends
collectively being the “**Class** **A.1** **Exchange Consideration**”\) and such delivery of such Class A.1 Exchange Consideration by or on behalf of the Company by the Transfer Agent will be deemed to be payment
of and will satisfy and discharge all liability for the Exchange Rights so exercised. Should the Company elect to satisfy Exchange Rights by delivering the Cash Amount, then the payment of such amount shall be made in the manner set forth in
§26.5.
 
26.15 Any Tendering Class A.1 Shareholder shall have no further right, with respect to any Tendered Class A.1 Shares redeemed,
repurchased or exchanged, to receive any dividends on Class A.1 Shares with a Record Date on or after the date on which the Transfer Agent receives such Notice of Exchange. Each Tendering Class A.1 Shareholder shall continue to own each
Class A.1 Share subject to any Notice of Exchange, and be treated as a Class A.1 Shareholder with respect to each such Class A.1 Share for all other purposes of these Articles, until such Class A.1 Share has been redeemed in
accordance with §26.14. A Tendering Class A.1 Shareholder shall have no rights as a unitholder of BEP with respect to any BEP Units to be received by such Tendering Class A.1 Shareholder in exchange for Tendered Class A.1 Shares
pursuant to §26.12 until the Transfer Agent has issued such BEP Units to such Tendering Class A.1 Shareholder.
 
26.16 Notwithstanding anything
to the contrary set forth herein, the Company will not be obligated to redeem Tendered Class A.1 Shares to the extent that such redemption would be contrary to solvency requirements or other provisions of applicable Law. If the Company believes
that it would not be permitted by any such requirements or other provisions to redeem the Tendered Class A.1 Shares, the Company will only be obligated to redeem the maximum number of Tendered Class A.1 Shares \(rounded down to a whole
number of Class A.1 Shares\) that would not be contrary to such requirements or other provisions. The Company will notify any such Tendering Class A.1 Shareholder at least one Business Day prior to the Specified Exchange Date as to the
number of Tendered Class A.1 Shares that will be redeemed by the Company. Where there is more than one Tendering Class A.1 Shareholder, the Company will redeem the maximum number of Tendered Class A.1 Shares that would not be contrary
to such requirements or other provisions among such Tendering Class A.1 Shareholders on a pro rata basis.
 
**No Fractional BEP Units**

26.17 Notwithstanding anything to the contrary set forth herein, no fractional BEP Units shall be issued in connection with the satisfaction of Exchange
Rights, in connection with a redemption of a Class A.1 Share or in connection with a Liquidation Event. In lieu of any fractional BEP Units to which the Tendering Class A.1 Shareholder would otherwise be entitled, the Company shall pay a
cash amount equal to the BEP Unit Value on the Trading Day immediately preceding the Exchange Date multiplied by such fraction of a BEP Unit.

- 53 -

**Withholding Taxes**

26.18 Each Tendering Class A.1 Shareholder shall be required to pay to the Company the amount of any tax withholding due upon the redemption of Tendered
Class A.1 Shares pursuant to §26.12 to §26.14 and will be deemed to have authorized the Company to retain such portion of the Class A.1 Exchange Consideration as the Company reasonably determines is necessary to satisfy its tax
withholding obligations. Before making any withholding pursuant to this §26.18, the Company shall give each Tendering Class A.1 Shareholder within three \(3\) Business Days after the Company’s receipt of a Notice of Exchange from
such Tendering Class A.1 Shareholder, notice of the Company’s good faith estimate of the amount of any anticipated tax withholding \(together with the legal basis therefor\) due upon the redemption of the Tendered Class A.1 Shares
subject to such Notice of Exchange, provide the Tendering Class A.1 Shareholder with sufficient opportunity to provide any forms or other documentation or take such other steps in order to avoid or reduce such tax withholding, and reasonably
cooperate with the Tendering Class A.1 Shareholder in good faith to attempt to reduce any amounts that would otherwise be withheld pursuant to this §26.18; provided that any determination with respect to the tax withholding shall be made
by the Company, BEP or an affiliate of BEP, as applicable, in its sole discretion exercised in good faith.
 
**COMPANY REDEMPTION RIGHTS**
 
**Company Redemption**
 
26.19 If the Company
delivers or causes to be delivered a Notice of Class A.1 Redemption to the Class A.1 Shareholders, it shall redeem all of the issued and outstanding Class A.1 Shares on the Specified Class A.1 Redemption Date. The Company may
deliver a Notice of Class A.1 Redemption at any time, in its sole discretion and subject to applicable Law, including in any of the following circumstances:

\(a\) a Person acquires 90% of the BEP Units in a take-over bid \(as defined by Applicable Securities Laws\);

\(b\) the holders of BEP Units approve an acquisition of BEP by way of arrangement or amalgamation;

\(c\) the holders of BEP Units approve a restructuring or other reorganization of BEP;

\(d\) there is a sale of all or substantially all the assets of BEP;

\(e\) there is a change of Law \(whether by legislative, governmental or judicial action\), administrative practice or interpretation, or a change
in circumstances of the Company and the shareholders of the Company, that may result in adverse tax consequences for the Company or the shareholders of the Company; or

\(f\) the board, in its good faith, concludes that the holders of BEP Units or the Class A.1 Shareholders are adversely impacted by a fact,
change, or other circumstance relating to the Company.
 
**Right of Class B Shareholders to Cause Redemption of Class A.1 Shares**

26.20 All of the Class B Shareholders may, at any time and in their sole discretion, deliver a notice to the Company specifying a date upon which the
Company shall redeem all of the issued and outstanding Class A.1 Shares \(provided that such specified date is no less than 60 days from the date on which the Class B Shareholders deliver such notice\), and as soon as reasonably practicable
after the receipt of such notice, the Company shall, subject to applicable Law, deliver a Notice of Class A.1 Redemption to the Class A.1 Shareholders and, without the consent of the Class A.1 Shareholders, shall redeem all of the
Class A.1 Shares on the Specified Class A.1 Redemption Date.

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**Redemption Procedure**

26.21 In the event of a redemption of the Class A.1 Shares, each Class A.1 Shareholder shall be considered a Tendering Class A.1 Shareholder and
each Class A.1 Share shall be considered a Tendered Class A.1 Share for the purposes of §26.19 to §26.22, and the Company shall, at or prior to Close of Business on the Specified Class A.1 Redemption Date, pay to each
Tendering Class A.1 Shareholder the BEP Units Amount, together with a cash amount for each Tendered Class A.1 Share equal to any Unpaid Class A.1 Dividends per Tendered Class A.1 Share \(the BEP Units Amount, plus such Unpaid
Class A.1 Dividends collectively being the “**Class** **A.1** **Redemption Consideration**”\) and such delivery of such Class A.1 Redemption Consideration by or on behalf of the Company by the Transfer Agent
will be deemed to be payment of and will satisfy and discharge all liability for the redemption of the Class A.1 Shares.
 
26.22 §26.15 to
§26.18 shall apply in their entirety, *mutatis mutandis*, to a redemption of the Class A.1 Shares.
 
**LIQUIDATION**
 
**Liquidation Rights**
 
26.23 Upon any
liquidation, dissolution, winding up of the Company or any other distribution of its assets among its shareholders, whether voluntary or involuntary \(a “**Liquidation Event**”\), including where substantially concurrent with the
liquidation, dissolution, or winding up of BEP, whether voluntary or involuntary \(a “**BEP Liquidation Event**”\), each Class A.1 Shareholder shall, subject to the exercise of the Liquidation Call Right, be entitled to be paid out
of the assets of the Company legally available for distribution on the effective date of the Liquidation Event \(the “**Liquidation Date**”\) an amount in cash per Class A.1 Share then held by them equal to the BEP Unit Value on the
Trading Day immediately preceding the public announcement of the Liquidation Event \(the “**Liquidation Reference Date**”\) multiplied by the Conversion Factor \(and together with a cash amount for each Class A.1 Share equal to any
Unpaid Class A.1 Dividends per Class A.1 Share, the “**Class** **A.1** **Liquidation Amount**”\). Notwithstanding the foregoing, in connection with a Liquidation Event, including where substantially concurrent
with a BEP Liquidation Event, if the Company, in its sole and absolute discretion elects, it may, subject to applicable Law, redeem all of the outstanding Class A.1 Shares in exchange for such number of BEP Units per Class A.1 Share equal
to the Conversion Factor in effect on the Liquidation Reference Date, together with a cash amount per Class A.1 Share equal to any Unpaid Class A.1 Dividends per Class A.1 Share in accordance with §26.21 and §26.22, in lieu
of paying the Class A.1 Liquidation Amount.
 
26.24 The rights of the Class A.1 Shareholders to receive the amount set forth in §26.23 is
subject to:
 
\(a\) the prior rights of holders of all classes and series of Preferred Shares and any other class of shares ranking in
priority or rateably with the Class A.1 Shares;
 
\(b\) prior payment in full to each Tendering Class A.1 Shareholder and Tendering
Class A.2 Shareholder that submitted a Notice of Exchange at least 10 days prior to the date of the Liquidation Event of the Class A.1 Exchange Consideration \(in the case of the Tendering Class A.1 Shareholders\) and the Class A.2
Exchange Consideration \(in the case of the Tendering Class A.2 Shareholders\);

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\(c\) prior payment in full to each Tendering Class B Shareholder that submitted a Notice
of Class B Retraction at least 30 days prior to the date of the Liquidation Event of the Cash Amount;
 
\(d\) any Unpaid Class A.1
Dividends or Unpaid Class A.2 Dividends; and
 
\(e\) prior payment in full to each Tendering Class C Shareholder that submitted a
Notice of Class C Retraction at least 30 days prior to the date of the Liquidation Event of the Class C Retraction Amount.
 
26.25 If, upon any
such Liquidation Event, the assets of the Company are insufficient to make payment in full to all Class A.1 Shareholders and Class A.2 Shareholders of the foregoing amounts set forth in §26.23 with respect to the Liquidation Event,
then such assets \(or consideration\) shall be distributed among the Class A.1 Shareholders and the Class A.2 Shareholders at the time outstanding, rateably on a *pari*  *passu* basis in proportion to the full amounts to
which they would otherwise be respectively entitled to receive under §26.23.
 
**BEP Liquidation Call Right**

26.26 Notwithstanding §26.23, BEP will have the overriding right \(the “**Liquidation Call Right**”\), in the event of and notwithstanding the
occurrence of any Liquidation Event, to purchase from, or cause its affiliate to purchase from, all but not less than all of the Class A.1 Shareholders and the Class A.2 Shareholders on the Liquidation Date all but not less than all of the
Class A.1 Shares and the Class A.2 Shares held by each such holder in exchange for the issuance by BEP of such number of BEP Units per Class A.1 Share or Class A.2 Share equal to the Conversion Factor in effect on the Liquidation
Reference Date \(and together with a cash amount for each Class A.1 Share or Class A.2 Share equal to any Unpaid Class A.1 Dividends or Unpaid Class A.2 Dividends, the “**Liquidation Call Consideration**”\). In the
event of the exercise of a Liquidation Call Right, each such Class A.1 Shareholder and Class A.2 Shareholder will be obligated on the Liquidation Date to sell all the Class A.1 Shares and Class A.2 Shares held by such holder to
BEP on the Liquidation Date upon issuance by BEP to the holder of the Liquidation Call Consideration for each such Class A.1 Share and Class A.2 Share and the Company will have no obligation to pay any Class A.1 Liquidation Amount or
Class A.2 Liquidation Amount to the holders of such Class A.1 Shares and Class A.2 Shares so purchased by BEP.
 
26.27 In order to exercise
the Liquidation Call Right, BEP must notify the Transfer Agent in writing, as agent for the Class A.1 Shareholders, Class A.2 Shareholders and the Company, of its intention to exercise such right at least 30 days before the Liquidation
Date in the case of a voluntary liquidation, dissolution or winding up of the Company and at least five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding up of the Company. If BEP exercises
the Liquidation Call Right in accordance with this §26.27, all obligations of the Company under §26.23 to §26.25 will terminate and on the Liquidation Date BEP will purchase and Class A.1 Shareholders and Class A.2
Shareholders will sell all of their Class A.1 Shares and Class A.2 Shares then outstanding for a price per share equal to the Liquidation Call Consideration.

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**Automatic Redemption Rights**

26.28 Subject to the exercise of the Liquidation Call Right, in connection with a BEP Liquidation Event, including where substantially concurrent with a
Liquidation Event, the Company shall, subject to applicable Law, redeem all outstanding Class A.1 Shares and Class A.2 Shares on the day prior to the effective date of the BEP Liquidation Event and immediately prior to the automatic
redemption by BEPC of the then outstanding BEPC Class A Shares for, in its sole and absolute discretion, in respect of each Class A.1 Share or Class A.2 Share redeemed \(i\) an amount in cash per share equal to the BEP Unit Value
on the Trading Day immediately preceding the public announcement of the BEP Liquidation Event multiplied by the Conversion Factor \(together with a cash amount for each Class A.1 Share or Class A.2 Share, as applicable, equal to any Unpaid
Class A.1 Dividends or Unpaid Class A.2 Dividends\), or \(ii\) such number of BEP Units equal to the Conversion Factor in effect on the Trading Day immediately preceding the public announcement of the BEP Liquidation Event \(together with
a cash amount for each Class A.1 Share or Class A.2 Share, as applicable, equal to any Unpaid Class A.1 Dividends or Unpaid Class A.2 Dividends\).

**Call Right**
 
26.29 Each Class A.1 Shareholder,
whether a registered holder or a beneficial holder, by virtue of becoming and being such a holder will be deemed to acknowledge the Liquidation Call Right in favour of BEP, and the overriding nature thereof in connection with the liquidation,
dissolution or winding-up of the Company or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, and to be bound thereby in favour of BEP as
herein provided.
 
**PART 27**

**SPECIAL RIGHTS AND RESTRICTIONS**

**CLASS A.2 EXCHANGEABLE NON-VOTING SHARES**

**Special Rights and Restrictions**
 
27.1 The Class A.2
Shares as a class shall have attached thereto the special rights and restrictions specified in this Part 27.
 
**DIVIDENDS**
 
**Dividend Rights**
 
27.2 Each Class A.2
Shareholder shall be entitled to receive, and the Company shall pay thereon, as and when declared by the board of directors, a dividend on each Class A.2 Share in an amount in cash for each Class A.2 Share equal to the cash distribution
declared on each BEP Unit on each BEP Distribution Declaration Date occurring after the first date of issuance of the Class A.2 Shares multiplied by the Conversion Factor in effect on the Record Date of such dividend \(the
“**Class** **A.2 Dividend**”\), it being understood that Class A.2 Shareholders will not be entitled to any dividends other than the Class A.2 Dividend.

**Unpaid Class A.2 Dividends**
 
27.3 If the full amount
of a Class A.2 Dividend is not declared on a BEP Distribution Declaration Date, or is declared but is not paid on the payment date, then such Class A.2 Dividend shall accrue and accumulate, whether or not the Company has earnings, whether
or not there are funds legally available for the payment thereof and whether or not such distributions are earned, or authorized \(such amounts, the “**Unpaid Class** **A.2 Dividends**”\). Any dividend payment made on the
Class A.2 Shares shall first be credited against the earliest Unpaid Class A.2 Dividends with respect to such Class A.2 Shares that remain payable.

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**Stock Dividends**

27.4 In the event a dividend is declared and paid on the Class A.1 Shares consisting of Class A.1 Shares, the board shall, subject to applicable Law,
contemporaneously declare and pay an equivalent dividend on the Class A.2 Shares consisting of Class A.2 Shares.
 
**Payment of Dividends**
 
27.5 Cheques of the Company, wire transfers or other electronic means of payment may be issued or initiated, as applicable, in respect of all
Class A.2 Dividends contemplated by §27.2 and the sending of such cheque, wire transfer or other electronic means of payment, as applicable, to each Class A.2 Shareholder will satisfy the cash dividend represented thereby unless, in
the case of a cheque, the cheque is not paid on presentation.
 
**Record and Payment Dates**

27.6 The Record Date with respect to any Class A.2 Dividend declared by the board of directors and the payment date of such Class A.2 Dividend will
be on or about the Record Date and the payment date, respectively, for the corresponding distribution declared on the BEP Units, each as approved by the board of directors.

**RANKING**
 
**Ranking of theClass A.2 Shares**
 
27.7 The Class A.2 Shares shall, as to the payment of dividends and return of capital in a Liquidation Event, rank *paripassu* with the Class A.1 Shares, junior to the Preferred Shares and senior to the Class B Shares, the Class C Shares and any other shares ranking junior to the Class A.2 Shares with respect to priority in payment of dividends
and return of capital in the event of the liquidation, dissolution or winding-up of the Company.

**VOTING**
 
**Voting Rights**

27.8 Each Class A.2 Shareholder will be entitled to receive notice of, and to attend all meetings of shareholders of the Company, but will not be entitled
to vote at any such meetings.
 
**Amendment with Approval of Class A.2 Shareholders**

27.9 In addition to any other approvals required by Law, the rights, privileges, restrictions and conditions attached to the Class A.2 Shares as a class
may be added to, changed or removed, but only with the approval of the Class A.2 Shareholders given as hereinafter specified.
 
27.10 The approval of
the Class A.2 Shareholders to add to, change or remove any right, privilege, restriction or condition attaching to the Class A.2 Shares as a class or in respect of any other matter requiring the consent of the Class A.2 Shareholders
may be given in such manner as may then be required by Law, subject to a minimum requirement that such approval be given by resolution signed by all the Class A.2 Shareholders or passed by the affirmative vote of at least two thirds of the
votes cast at a meeting of the Class A.2 Shareholders duly called for that purpose. On every poll taken at every meeting of the Class A.2 Shareholders as a class, each Class A.2 Shareholder entitled to vote thereat shall have one vote
in respect of each Class A.2 Share held.

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**EXCHANGE RIGHTS**

**Exchange at the Option of the Class A.2 Shareholder**

27.11 Subject to applicable Law, the Ownership Cap and due exercise by BEP or BEPC of the Exchange-Redemption Call Right, at any time from and after the date
of the issuance of the Class A.2 Shares, each Class A.2 Shareholder shall have an Exchange Right which may be exercised by delivering a Notice of Exchange to the Transfer Agent by or on behalf of such Class A.2 Shareholder \(such
Class A.2 Shares specified in the Notice of Exchange being hereafter referred to as “**Tendered Class** **A.2 Shares**” and such Class A.2 Shareholder, the “**Tendering Class** **A.2Shareholder**”\) for \(a\) the BEP Units Amount per Tendered Class A.2 Share, \(b\) one BEPC Class A Share per Class A.2 Share multiplied by the Conversion Factor \(“**BEPC Class** **A ShareAmount**”\) \(either the BEP Units Amount or the BEPC Class A Share Amount being the “**Class** **A.2 Share Consideration**”\) or \(c\) if the Company elects in its sole and absolute discretion, the Cash
Amount \(in lieu of the Class A.2 Share Consideration per Tendered Class A.2 Share\), plus, in all cases, a cash amount equal to any Unpaid Class A.2 Dividends per Tendered Class A.2 Share.

**Notice of Exchange**
 
27.12 A Class A.2 Shareholder
must deliver a Notice of Exchange either electronically \(by electronic mail or by any other electronic procedure that may be established by the Transfer Agent and communicated to the Class A.2 Shareholders by the Company or the Transfer Agent\)
or physically \(by mail, courier, hand delivery or otherwise\) to any office of the Transfer Agent prior to the issuance by the Company of a Notice of Class A.2 Redemption or the announcement of a Liquidation Event in order to exercise his, her
or its Exchange Right.
 
**Satisfaction of Exchange Rights**

27.13 Upon receipt by the Transfer Agent of a Notice of Exchange and such additional documents and instruments as the Company or the Transfer Agent may
reasonably require, and provided that BEP or BEPC, as applicable, has not exercised the Exchange-Redemption Call Right, the Company will redeem the applicable Tendered Class A.2 Shares on or prior to the Specified Exchange Date. The Company
will deliver or cause to be delivered to the Tendering Class A.2 Shareholder, at the address of the holder recorded in the register of the Company for the Class A.2 Shares or at the address specified in the holder’s Notice of
Exchange, either \(i\) the Class A.2 Share Consideration, as applicable, or \(ii\) the Cash Amount, as the Company may determine in its sole and absolute discretion, together with a cash amount for each Tendered Class A.2
Share equal to any Unpaid Class A.2 Dividends per Tendered Class A.2 Share \(\(i\) or \(ii\), plus such Unpaid Class A.2 Dividends collectively being the “**Class** **A.2** **Exchange Consideration**”\) and
such delivery of such Class A.2 Exchange Consideration by or on behalf of the Company by the Transfer Agent will be deemed to be payment of and will satisfy and discharge all liability for the Exchange Rights so exercised. Should the Company
elect to satisfy Exchange Rights by delivering the Cash Amount, then the payment of such amount shall be made in the manner set forth in §27.5.

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27.14 Until such time as BEPC owns, directly or indirectly, all of the issued and outstanding Class B
Shares and Class C Shares, the BN Group will not be permitted to receive in exchange for Class A.2 Shares, and neither BEPC nor the Company will deliver as Class A.2 Share Consideration, a number of BEPC Class A Shares that would
result in the BN Group, after giving effect to the exchange, directly or indirectly, beneficially owning, controlling or holding in aggregate a number of shares of BEPC with a fair market value equal to 9.5% or more of the aggregate fair market
value of all of the issued and outstanding shares of BEPC immediately after the exchange \(the “**Ownership Cap**”\). Any Notice of Exchange delivered by a holder of Class A.2 Shares in the BN Group will be required to include a
certification as to the BN Group’s ownership of BEPC shares following the proposed exchange. If a Tendering Class A.2 Shareholder tenders for exchange for BEPC Class A Shares a number of Class A.2 Shares that would result, in the
determination of the board of directors of BEPC, in its sole discretion, in the BN Group exceeding the Ownership Cap, then the Notice of Exchange will be automatically amended to reduce the number of Class A.2 Shares tendered for exchange to a
number that would result in the BN Group owning one \(1\) BEPC Class A Share less than the Ownership Cap.
 
27.15 Any Tendering Class A.2
Shareholder shall have no further right, with respect to any Tendered Class A.2 Shares redeemed, repurchased or exchanged, to receive any dividends on Class A.2 Shares with a Record Date on or after the date on which the Transfer Agent
receives such Notice of Exchange. Each Tendering Class A.2 Shareholder shall continue to own each Class A.2 Share subject to any Notice of Exchange, and be treated as a Class A.2 Shareholder with respect to each such Class A.2
Share for all other purposes of these Articles, until such Class A.2 Share has been redeemed in accordance with §27.13. A Tendering Class A.2 Shareholder shall have no rights as \(a\) a unitholder of BEP with respect to any BEP
Units to be received by such Tendering Class A.2 Shareholder in exchange for Tendered Class A.2 Shares pursuant to §27.11 until the Transfer Agent has issued such BEP Units to such Tendering Class A.2 Shareholder or \(b\) as a
shareholder of BEPC with respect to any BEPC Class A Shares to be received by such Tendering Class A.2 Shareholder in exchange for Tendered Class A.2 Shares pursuant to §27.11 until the Transfer Agent has issued such BEPC
Class A Shares to such Tendering Class A.2 Shareholder.
 
27.16 Notwithstanding anything to the contrary set forth herein, the Company will not
be obligated to redeem Tendered Class A.2 Shares to the extent that such redemption would be contrary to solvency requirements or other provisions of applicable Law. If the Company believes that it would not be permitted by any such
requirements or other provisions to redeem the Tendered Class A.2 Shares, and BEP or BEPC, as applicable, has not exercised the Exchange-Redemption Call Right with respect to the Tendered Class A.2 Shares, the Company will only be
obligated to redeem the maximum number of Tendered Class A.2 Shares \(rounded down to a whole number of Class A.2 Shares\) that would not be contrary to such requirements or other provisions. The Company will notify any such Tendering
Class A.2 Shareholder at least one Business Day prior to the Specified Exchange Date as to the number of Tendered Class A.2 Shares that will be redeemed by the Company. Where there is more than one Tendering Class A.2 Shareholder, the
Company will redeem the maximum number of Tendered Class A.2 Shares that would not be contrary to such requirements or other provisions among such Tendering Class A.2 Shareholders on a pro rata basis.

**No Fractional BEP Units or BEPC Class A Shares**

27.17 Notwithstanding anything to the contrary set forth herein, no fractional BEP Units shall be issued in connection with the satisfaction of Exchange
Rights, in connection with a redemption of a Class A.2 Share or in connection with a Liquidation Event. In lieu of any fractional BEP Units to which the Tendering Class A.2 Shareholder would otherwise be entitled, the Company shall pay a
cash amount equal to the BEP Unit Value on the Trading Day immediately preceding the Exchange Date multiplied by such fraction of a BEP Unit.
 
27.18
Notwithstanding anything to the contrary set forth herein, no fractional BEPC Class A Shares shall be issued in connection with the satisfaction of Exchange Rights or in connection with a redemption of a Class A.2 Share. In lieu of any
fractional BEPC Class A Shares to which the Tendering Class A.2 Shareholder would otherwise be entitled, the Company shall pay a cash amount equal to the BEPC Class A Share Amount on the Trading Day immediately preceding the Exchange
Date multiplied by such fraction of a BEPC Class A Share.

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**Withholding Taxes**

27.19 Each Tendering Class A.2 Shareholder shall be required to pay to the Company the amount of any tax withholding due upon the redemption of Tendered
Class A.2 Shares pursuant to §27.11 to §27.13 and will be deemed to have authorized the Company to retain such portion of the Class A.2 Exchange Consideration as the Company reasonably determines is necessary to satisfy its tax
withholding obligations. Before making any withholding pursuant to this §27.19, the Company shall give each Tendering Class A.2 Shareholder within three \(3\) Business Days after the Company’s receipt of a Notice of Exchange from
such Tendering Class A.2 Shareholder, notice of the Company’s good faith estimate of the amount of any anticipated tax withholding \(together with the legal basis therefor\) due upon the redemption of the Tendered Class A.2 Shares
subject to such Notice of Exchange, provide the Tendering Class A.2 Shareholder with sufficient opportunity to provide any forms or other documentation or take such other steps in order to avoid or reduce such tax withholding, and reasonably
cooperate with the Tendering Class A.2 Shareholder in good faith to attempt to reduce any amounts that would otherwise be withheld pursuant to this §27.19; provided that any determination with respect to the tax withholding shall be made
by the Company, BEP or an affiliate of BEP, as applicable, in its sole discretion exercised in good faith.
 
**COMPANY REDEMPTION RIGHTS**
 
**Company Redemption**
 
27.20 If the Company
delivers or causes to be delivered a Notice of Class A.2 Redemption to the Class A.2 Shareholders, it shall redeem all of the issued and outstanding Class A.2 Shares on the Specified Class A.2 Redemption Date. The Company may
deliver a Notice of Class A.2 Redemption at any time, in its sole discretion and subject to applicable Law, including in any of the following circumstances:

\(a\) a Person acquires 90% of the BEP Units in a take-over bid \(as defined by Applicable Securities Laws\);

\(b\) the holders of BEP Units approve an acquisition of BEP by way of arrangement or amalgamation;

\(c\) the holders of BEP Units approve a restructuring or other reorganization of BEP;

\(d\) there is a sale of all or substantially all the assets of BEP;

\(e\) there is a change of Law \(whether by legislative, governmental or judicial action\), administrative practice or interpretation, or a change
in circumstances of the Company and the shareholders of the Company, that may result in adverse tax consequences for the Company or the shareholders of the Company; or

\(f\) the board, in its good faith, concludes that the holders of BEP Units or the Class A.2 Shareholders are adversely impacted by a fact,
change, or other circumstance relating to the Company.

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**Right of Class B Shareholders to Cause Redemption of Class A.2 Shares**

27.21 All of the Class B Shareholders may, at any time and in their sole discretion, deliver a notice to the Company specifying a date upon which the
Company shall redeem all of the issued and outstanding Class A.2 Shares \(provided that such specified date is no less than 60 days from the date on which the Class B Shareholders deliver such notice\), and as soon as reasonably practicable
after the receipt of such notice, the Company shall, subject to applicable Law, deliver a Notice of Class A.2 Redemption to the Class A.2 Shareholders and, without the consent of the Class A.2 Shareholders, shall redeem all of the
Class A.2 Shares on the Specified Class A.2 Redemption Date.
 
**Redemption Procedure**

27.22 In the event of a redemption of the Class A.2 Shares, each Class A.2 Shareholder shall be considered a Tendering Class A.2 Shareholder and
each Class A.2 Share shall be considered a Tendered Class A.2 Share for the purposes of §27.20 to §27.23, and the Company shall, at or prior to Close of Business on the Specified Class A.2 Redemption Date, pay to each
Tendering Class A.2 Shareholder either \(i\) the BEP Units Amount or \(ii\) the BEPC Class A Share Amount, as the Company may determine in its sole and absolute discretion, together with a cash amount for each Tendered
Class A.2 Share equal to any Unpaid Class A.2 Dividends \(\(i\) or \(ii\), plus such Unpaid Class A.2 Dividends collectively being the “**Class** **A.2** **Redemption Consideration**”\) and such delivery of
such Class A.2 Redemption Consideration by or on behalf of the Company by the Transfer Agent will be deemed to be payment of and will satisfy and discharge all liability for the redemption of the Class A.2 Shares.

27.23 §27.14 to §27.19 shall apply in their entirety, *mutatis mutandis*, to a redemption of the Class A.2 Shares.

**Exchange-Redemption Call Right**
 
27.24 Notwithstanding the
provisions in §27.11 to §27.23 above,
 
\(a\) in the event the Company receives a Notice of Exchange from a Tendering Class A.2
Shareholder specifying a tender for BEP Units, BEP shall have an overriding right to acquire, or cause its affiliate to acquire all, but not less than all, of the Tendered Class A.2 Shares from the Tendering Class A.2 Shareholder by
delivering the BEP Units Amount or the Cash Amount \(the form of payment to be determined by BEP in its sole and absolute discretion\) in accordance with §27.11 to §27.19, *mutatis mutandis*, in satisfaction of the obligations of the
Company, and
 
\(b\) in the event the Company receives a Notice of Exchange from a Tendering Class A.2 Shareholder specifying a tender
for BEPC Class A Shares, BEPC shall have an overriding right to acquire, or cause its affiliate to acquire all, but not less than all, of the Tendered Class A.2 Shares from the Tendering Class A.2 Shareholder by delivering the BEPC
Class A Share Amount or the Cash Amount \(the form of payment to be determined by BEPC in its sole and absolute discretion\) in accordance with §27.11 to §27.19, *mutatis mutandis*, in satisfaction of the obligations of the
Company, and
 
\(c\) in the event the Company provides a Notice of Class A.2 Redemption to each Class A.2 Shareholder, BEP or BEPC
shall have an overriding right to acquire, or cause its affiliate to acquire all, but not less than all, of the Class A.2 Shares from each Class A.2 Shareholder by delivering the Class A.2 Redemption Consideration \(the form of
Class A.2 Redemption Consideration to be determined by BEP or BEPC in their sole and absolute discretion\) in accordance with §27.20 to §27.23, *mutatis mutandis*, in satisfaction of the obligations of the Company as set out
therein \(the right in either \(a\) or \(b\) being the “**Exchange-Redemption Call Right**”\),

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and in the event of the exercise by BEP or BEPC of the Exchange-Redemption Call Right, each
Tendering Class A.2 Shareholder will be obligated to sell all Tendered Class A.2 Shares held by such Tendering Class A.2 Shareholder to BEP or BEPC \(or its affiliate, as applicable\) on delivery by BEP or BEPC \(or its affiliate, as
applicable\) to such Tendering Class A.2 Shareholder of the Class A.2 Exchange Consideration or the Class A.2 Redemption Consideration, as applicable, and the Company will have no obligation to pay any Class A.2 Exchange
Consideration or Class A.2 Redemption Consideration to the holders of such Class A.2 Shares so purchased by BEP or BEPC \(or its affiliate, as applicable\).

27.25 In order to exercise their Exchange-Redemption Call Right, BEP or BEPC must notify the Transfer Agent in writing, as agent for the holders of
Class A.2 Shares, and the Company, of its intention to exercise such right at least 3 days before the Specified Exchange Date or at least 10 days before the Specified Class A.2 Redemption Date, as applicable. Delivery by BEP or BEPC to the
Transfer Agent of a standing direction as to any exercise of the Exchange-Redemption Call Right in respect of the exercise of Exchange Rights shall satisfy the notification requirements set forth in this §27.25.

**LIQUIDATION**
 
**Liquidation Rights**
 
27.26 Upon any Liquidation Event, including where substantially concurrent with a BEP Liquidation Event, each Class A.2 Shareholder shall,
subject to the exercise of the Liquidation Call Right and to §26.28, be entitled to be paid out of the assets of the Company legally available for distribution on the Liquidation Date an amount in cash per Class A.2 Share then held by them
equal to the BEP Unit Value on the Liquidation Reference Date multiplied by the Conversion Factor \(and together with a cash amount for each Class A.2 Share equal to any Unpaid Class A.2 Dividends per Class A.2 Share, the
“**Class** **A.2** **Liquidation Amount**”\). Notwithstanding the foregoing, in connection with a Liquidation Event, including where substantially concurrent with a BEP Liquidation Event, if the Company, in its sole and
absolute discretion elects, it may, subject to applicable Law, redeem all of the outstanding Class A.2 Shares in exchange for such number of BEP Units per Class A.2 Share equal to the Conversion Factor in effect on the Liquidation
Reference Date, together with a cash amount per Class A.2 Share equal to any Unpaid Class A.2 Dividends per Class A.2 Share in accordance with §27.22 and §27.23, in lieu of paying the Class A.2 Liquidation Amount.

27.27 The rights of the Class A.2 Shareholders to receive the amount set forth in §27.26 is subject to:

\(a\) the prior rights of holders of all classes and series of Preferred Shares and any other class of shares ranking in priority or rateably
with the Class A.2 Shares;
 
\(b\) prior payment in full to each Tendering Class A.1 Shareholder and Tendering Class A.2
Shareholder that submitted a Notice of Exchange, at least 10 days prior to the date of the Liquidation Event of the Class A.1 Exchange Consideration \(in the case of the Tendering Class A.1 Shareholders\) and the Class A.2 Exchange
Consideration \(in the case of the Tendering Class A.2 Shareholders\);
 
\(c\) prior payment in full to each Tendering Class B
Shareholder that submitted a Notice of Class B Retraction at least 30 days prior to the date of the Liquidation Event of the Cash Amount;

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\(d\) any Unpaid Class A.1 Dividends or Unpaid Class A.2 Dividends; and

\(e\) prior payment in full to each Tendering Class C Shareholder that submitted a Notice of Class C Retraction at least 30 days prior
to the date of the Liquidation Event of the Class C Retraction Amount.
 
27.28 If, upon any such Liquidation Event, the assets of the Company are
insufficient to make payment in full to all Class A.1 Shareholders and Class A.2 Shareholders of the foregoing amounts set forth in §27.26 with respect to the Liquidation Event, then such assets \(or consideration\) shall be distributed
among the Class A.1 Shareholders and the Class A.2 Shareholders at the time outstanding, rateably on a *pari passu* basis in proportion to the full amounts to which they would otherwise be respectively entitled to receive under
§27.26.
 
**OTHER RIGHTS AND RESTRICTIONS**

**Conversion of Class A.2 Shares**
 
27.29 Any BEP-Affiliated Class A.2 Shareholder shall be entitled at any time to have any or all of such BEP-Affiliated Class A.2 Shareholder’s Class A.2 Shares
converted into Class A.1 Shares or Class C Shares at a conversion rate equal to one Class A.1 Share or Class C Share, as applicable, for each Class A.2 Share in respect of which the conversion right is exercised. The right
of conversion herein provided for may be exercised by notice in writing given to the Transfer Agent \(a “**Conversion Notice**”\), which notice shall specify the number of Class A.2 Shares that the
BEP-Affiliated Class A.2 Shareholder desires to have converted. Upon receipt of a Conversion Notice, the Company shall, subject to applicable Law, promptly issue to the converting BEP-Affiliated Class A.2 Shareholder the requisite number of Class A.1 Shares or Class C Shares and the Transfer Agent shall cancel the converted Class A.2 Shares subject to the Conversion Notice
effective concurrently therewith.
 
**Call Right**
 
27.30
Each Class A.2 Shareholder, whether a registered holder or a beneficial holder, by virtue of becoming and being such a holder will be deemed to acknowledge each of the Exchange-Redemption Call Right and the Liquidation Call Right, in each case,
in favour of BEP and BEPC, and the overriding nature thereof in connection with the exercise of Exchange Rights, the liquidation, dissolution or winding-up of the Company or any other distribution of the
assets of the Company among its shareholders for the purpose of winding up its affairs, or the retraction or redemption of Class A.2 Shares, as the case may be, and to be bound thereby in favour of BEP or BEPC as herein provided.

**PART 28**
 
**SPECIALRIGHTS AND RESTRICTIONS CLASS B MULTIPLE VOTING SHARES**
 
**Special Rights and Restrictions**

28.1 The Class B Shares as a class shall have attached thereto the special rights and restrictions specified in this Part 28.

**Dividend Rights**
 
28.2 Except as set out in §28.3,
the Class B Shareholders shall not be entitled to receive any dividends on the Class B Shares.

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**Stock Dividends**

28.3 In the event a dividend is declared and paid on the Class A.1 Shares consisting of Class A.1 Shares, the board shall, subject to applicable Law,
contemporaneously declare and pay an equivalent dividend on the Class B Shares consisting of Class B Shares.
 
**Ranking of the Class BShares**
 
28.4 The Class B Shares shall, as to the return of capital in the event of the liquidation, dissolution or
winding-up of the Company, rank junior to the Preferred Shares and to the Class A.1 Shares and Class A.2 Shares and senior to the Class C Shares and any other shares ranking junior to the
Class B Shares with respect to priority in the return of capital in a Liquidation Event.
 
**Voting Rights**

28.5 Except as expressly provided herein, each Class B Shareholder will be entitled to receive notice of, and attend and vote at, all meetings of
shareholders of the Company, except for meetings at which only holders of another specified class or series of shares are entitled to vote separately as a class or series. Each Class B Shareholder will be entitled to cast a number of votes per
Class B Share equal to: \(i\) the number that is three times the number of Class A.1 Shares then issued and outstanding, divided by \(ii\) the number of Class B Shares then issued and outstanding.

28.6 Except as otherwise expressly provided herein or as required by Law, the Class A.1 Shareholders and the Class B Shareholders will vote together
and not as separate classes.
 
28.7 At any time that no Class A.1 Shares are outstanding or for any vote held only in respect of the Class B
Shares, each Class B Shareholder will be entitled to cast one vote per Class B Share.
 
28.8 Subject to any rights of the holders of any series
of Preferred Shares to elect directors under specified circumstances, the holders of the outstanding Class A.1 Shares and Class B Shares, voting together, shall be entitled to vote for the election of all directors of the Company.

**Amendment with Approval of Class B Shareholders**

28.9 In addition to any other approvals required by Law, the rights, privileges, restrictions and conditions attached to the Class B Shares as a class may
be added to, changed or removed but only with the approval of the Class B Shareholders given as hereinafter specified.
 
28.10 The approval of the
Class B Shareholders to add to, change or remove any right, privilege, restriction or condition attaching to the Class B Shares as a class or in respect of any other matter requiring the consent of the holders of the Class B
Shareholders may be given in such manner as may then be required by Law, subject to a minimum requirement that such approval be given by resolution signed by all the Class B Shareholders or passed by the affirmative vote of at least two thirds
of the votes cast at a meeting of the Class B Shareholders duly called for that purpose. On every poll taken at every meeting of the Class B Shareholders as a class, each Class B Shareholder entitled to vote thereat shall have one
vote in respect of each Class B Share held.

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**Retraction at the Option of the Class B Shareholder**

28.11 Subject to applicable Law, at any time from and after the date of the issuance of the Class B Shares, each Class B Shareholder shall have the
right \(the “**Class** **B Retraction Right**”\) to require the Company to redeem all or such portion of the Class B Shares registered in the name of such Class B Shareholder specified in a Notice of Class B
Retraction delivered to the Company by or on behalf of such Class B Shareholder \(such Class B Shares being hereafter referred to as “**Tendered Class** **B Shares**” and such Class B Shareholder, the
“**Tendering Class** **B Shareholder**”\) for the Cash Amount \(the “**Class** **B Retraction Amount**”\).

**Notice of Class B Retraction**
 
28.12 A Class B
Shareholder must deliver a Notice of Class B Retraction to the registered office of the Company in order to exercise his, her or its Class B Retraction Right.

**Satisfaction of Retraction Right**
 
28.13 Upon receipt by
Company of a Notice of Class B Retraction and such additional documents and instruments as the Company may reasonably require, the Company shall redeem the Tendered Class B Shares on or prior to the Specified Class B Retraction Date.
The Company will deliver or cause to be delivered to the Tendering Class B Shareholder, at the address of the holder recorded in the register of the Company for the Class B Shares or at the address specified in the holder’s Notice of
Class B Retraction, the Class B Retraction Amount, and such delivery of such Class B Retraction Amount by or on behalf of the Company, will be deemed to be payment of and will satisfy and discharge all liability for the Class B
Retraction Right so exercised.
 
28.14 Each Tendering Class B Shareholder shall continue to own each Class B Share subject to any Notice of
Class B Retraction, and be treated as a Class B Shareholder with respect to each such Class B Share for all other purposes of these Articles, until such Class B Share has been redeemed by the Company in accordance with
§28.11 to §28.16.
 
28.15 Notwithstanding anything to the contrary set forth herein, the Company will not be obligated to redeem Tendered
Class B Shares to the extent that such redemption would be contrary to solvency requirements or other provisions of applicable Law.
 
**WithholdingTaxes**
 
28.16 Each Tendering Class B Shareholder shall be required to pay to the Company the amount of any tax withholding due upon the redemption
of Tendered Class B Shares pursuant to §28.11 to §28.13 and will be deemed to have authorized the Company to retain such portion of the Class B Retraction Amount as the Company reasonably determines is necessary to satisfy its
tax withholding obligations. Before making any withholding pursuant to this §28.16, the Company shall give each Tendering Class B Shareholder within three \(3\) Business Days after the Company’s receipt of a Notice of Class B
Retraction from such Tendering Class B Shareholder, notice of the Company’s good faith estimate of the amount of any anticipated tax withholding \(together with the legal basis therefor\) due upon the redemption of the Tendered Class B
Shares subject to such Notice of Class B Retraction, provide the Tendering Class B Shareholder with sufficient opportunity to provide any forms or other documentation or take such other steps in order to avoid or reduce such tax
withholding, and reasonably cooperate with the Tendering Class B Shareholder in good faith to attempt to reduce any amounts that would otherwise be withheld pursuant to this §28.16; provided that any determination with respect to the tax
withholding shall be made by the Company in its sole discretion exercised in good faith.

- 66 -

**Liquidation Rights**

28.17 Upon any Liquidation Event, including where substantially concurrent with a BEP Liquidation Event, subject to the following sentence, the Class B
Shareholders shall be entitled to be paid out of the assets of the Company legally available for distribution on the Liquidation Date an amount in cash per Class B Share then held by them equal to the BEP Unit Value for each such Class B
Share. At any time no Class C Shares are outstanding, the Class B Shareholders shall be entitled to receive on the Liquidation Date the assets and property of the Company remaining, if any, after the prior payments of the amounts set forth
in §28.18.
 
28.18 The rights of the Class B Shareholders to receive the amount set forth in §28.17 is subject to the prior payment of the
amounts set forth in §26.24\(b\) and §26.24\(c\) and to the prior rights of holders of all classes and series of Preferred Shares, Class A.1 Shares, Class A.2 Shares and any other class of shares ranking in priority or rateably with
the Class B Shares.
 
28.19 If, upon any such Liquidation Event, the assets of the Company, after payment of any amounts owed to holders of all
classes of shares ranking in priority to the Class B Shares, shall be insufficient to make payment in full to all Class B Shareholders of the foregoing amounts set forth in §28.17 with respect to the Liquidation Event, then such
assets \(or consideration\) shall be distributed among the Class B Shareholders at the time outstanding, rateably in proportion to the full amounts to which they would otherwise be respectively entitled to receive under §28.17.

**Transfer Restrictions**
 
28.20 The Class B Shares may
not be Transferred to any Person other than to BEP or a Person Controlled by BEP. If any Class B Shares are Transferred in contravention of the preceding sentence, \(i\) such Transfer shall be null and void, and the Company shall not
register or otherwise recognize the Transfer of the Class B Shares to the transferee, \(ii\) any rights to vote attaching to the Class B Shares so Transferred may not be exercised by any Person, \(iii\) any payment by the Company on
the Class B Shares so Transferred shall be prohibited and any such payment shall be forfeited, and \(iv\) any rights that an ineligible transferee may have as a result of being a holder of Class B Shares shall be null and void, in each
case, until such time as such Transfer is cancelled.
 
**PART 29**

**SPECIAL RIGHTS AND RESTRICTIONS CLASS C NON-VOTING SHARES**

**Special Rights and Restrictions**
 
29.1 The Class C
Shares as a class shall have attached thereto the special rights and restrictions specified in this Part 29.
 
**Dividend Rights**

29.2 Class C Shareholders shall be entitled to receive, as and when declared by the board of directors, out of any assets of the Company legally available
therefor, such dividends as may be declared from time to time by the board of directors. The Class C Shareholders shall not be entitled to receive dividends \(i\) unless and until the Company has paid any Unpaid Class A.1 Dividends or
Unpaid Class A.2 Dividends, and \(ii\) unless and until the Company has paid all of the Class A.1 Exchange Consideration and Class A.2 Exchange Consideration owing to any Tendering Class A.1 Shareholders and Tendering
Class A.2 Shareholders who have submitted Notices of Exchange before the date the board of directors declares a dividend on the Class C Shares. The record and payment dates for dividends on Class C Shares shall be such date that the
board of directors shall designate for the payment of such dividends.

- 67 -

**Stock Dividends**

29.3 In the event a dividend is declared and paid on the Class A.1 Shares and Class A.2 Shares consisting of Class A.1 Shares and Class A.2
Shares, respectively, the board shall, subject to applicable Law, contemporaneously declare and pay on the Class C Shares an equivalent dividend on a per share basis consisting of Class C Shares.

**Ranking of the Class C Shares**
 
29.4 The Class C
Shares shall, as to the payment of dividends and return of capital in a Liquidation Event, rank junior to the Preferred Shares, the Class A.1 Shares, the Class A.2 Shares and the Class B Shares and senior over any other shares ranking
junior to the Class C Shares with respect to priority in payment of dividends and return of capital in the event of the liquidation, dissolution or winding-up of the Company.

**Voting Rights**
 
29.5 Except as otherwise expressly
provided herein or as required by Law, each Class C Shareholder shall be entitled to notice of, and to attend, any meetings of shareholders of the Company, but shall not otherwise be entitled to vote at any such meeting.

**Amendment with Approval of Class C Shareholders**

29.6 In addition to any other approval required by Law, the rights, privileges, restrictions and conditions attached to the Class C Shares as a class may
be added to, changed or removed but only with the approval of the holders of the Class C Shares given as hereinafter specified.
 
29.7 The approval of
the Class C Shareholders to add to, change or remove any right, privilege, restriction or condition attaching to the Class C Shares as a class or in respect of any other matter requiring the consent of the Class C Shareholders may be
given in such manner as may then be required by Law, subject to a minimum requirement that such approval be given by resolution signed by all the Class C Shareholders or passed by the affirmative vote of at least two thirds of the votes cast at
a meeting of the Class C Shareholders duly called for that purpose. On every poll taken at every meeting of the Class C Shareholders as a class, each Class C Shareholder entitled to vote thereat shall have one vote in respect of each
Class C Share held.
 
**Retraction at the Option of the Class C Shareholder**

29.8 Subject to applicable Law, at any time from and after the date of the issuance of the Class C Shares, each Class C Shareholder shall have the
right \(the “**Class** **C Retraction Right**”\) to require the Company to redeem all or such portion of the Class C Shares registered in the name of such Class C Shareholder specified in an Notice of Class C
Retraction delivered to the Company by or on behalf of such Class C Shareholder \(such Class C Shares being hereafter referred to as “**Tendered Class** **C Shares**” and such Class C Shareholder, the
“**Tendering Class** **C Shareholder**”\) for the Cash Amount \(the “**Class** **C Retraction Amount**”\).

- 68 -

**Notice of Class C Retraction**

29.9 A Class C Shareholder must deliver a Notice of Class C Retraction to the registered office of the Company in order to exercise his, her or its
Class C Retraction Right.
 
**Satisfaction of Retraction Right**

29.10 Upon receipt by Company of a Notice of Class C Retraction and such additional documents and instruments as the Company may reasonably require, the
Company shall redeem the Tendered Class C Shares on or prior to the Specified Class C Retraction Date. The Company will deliver or cause to be delivered to the Tendering Class C Shareholder, at the address of the holder recorded in
the register of the Company for the Class C Shares or at the address specified in the holder’s Notice of Class C Retraction, the Class C Retraction Amount, and such delivery of such Class C Retraction Amount by or on behalf
of the Company, will be deemed to be payment of and will satisfy and discharge all liability for the Class C Retraction Right so exercised.
 
29.11
Each Tendering Class C Shareholder shall continue to own each Class C Share subject to any Notice of Class C Retraction, and be treated as a Class C Shareholder with respect to each such Class C Share for all other purposes
of these Articles, until such Class C Share has been redeemed by the Company in accordance with §29.8 to §29.13.
 
29.12 Notwithstanding
anything to the contrary set forth herein, the Company will not be obligated to redeem Tendered Class C Shares to the extent that such redemption would be contrary to solvency requirements or other provisions of applicable Law.

**Withholding Taxes**
 
29.13 Each Tendering Class C
Shareholder shall be required to pay to the Company the amount of any tax withholding due upon the redemption of Tendered Class C Shares pursuant to §29.8 to §29.10 and will be deemed to have authorized the Company to retain such
portion of the Class C Retraction Amount as the Company reasonably determines is necessary to satisfy its tax withholding obligations. Before making any tax withholding pursuant to this §29.13, the Company shall give each Tendering
Class C Shareholder within three \(3\) Business Days after the Company’s receipt of a Notice of Class C Retraction from such Tendering Class C Shareholder, notice of the Company’s good faith estimate of the amount of any
anticipated tax withholding \(together with the legal basis therefor\) due upon the redemption of the Tendered Class C Shares subject to such Notice of Class C Retraction, provide the Tendering Class C Shareholder with sufficient
opportunity to provide any forms or other documentation or take such other steps in order to avoid or reduce such tax withholding, and reasonably cooperate with the Tendering Class C Shareholder in good faith to attempt to reduce any amounts
that would otherwise be withheld pursuant to this §29.13; provided that any determination with respect to the tax withholding shall be made by the Company in its sole discretion exercised in good faith.

**Liquidation Rights**
 
29.14 Upon any Liquidation Event,
including where substantially concurrent with a BEP Liquidation Event, the Class C Shareholders shall be entitled to receive on the Liquidation Date the assets and property of the Company remaining, if any, after the prior payments of the
amounts set forth in §29.15.
 
29.15 The rights of the Class C Shareholders to receive the amounts set forth in §29.14 is subject to the
prior payment of the amounts set forth in §26.24\(b\) and §26.24\(c\) and the prior rights of holders of all classes and series of Preferred Shares, Class A.1 Shares, Class A.2 Shares, Class B Shares and any other class of
shares ranking in priority or rateably with the Class C Shares.

- 69 -

**Transfer Restrictions**

29.16 The Class C Shares may not be Transferred to any Person other than to BEP or a Person Controlled by BEP. If any Class C Shares are Transferred
in contravention of the preceding sentence, \(i\) such Transfer shall be null and void, and the Company shall not register or otherwise recognize the Transfer of the Class C Shares to the transferee, \(ii\) any payment by the Company on
the Class C Shares so Transferred shall be prohibited and any such payment shall be forfeited, and \(iii\) any rights that an ineligible transferee may have as a result of being a holder of Class C Shares shall be null and void, in each
case, until such time as such Transfer is cancelled.
 
**PART 30**

**SPECIAL RIGHTS AND RESTRICTIONS CLASS A SENIOR PREFERRED SHARES**

**Special Rights and Restrictions**
 
30.1 Subject to the
rights, if any, of the holders of issued shares of the Company, the Class A Senior Preferred Shares as a class shall have attached thereto the special rights and restrictions specified in this Part 30.

**Directors’ Right to Issue in One or More Series**

30.2 The Class A Senior Preferred Shares may be issued at any time or from time to time in one or more series. Before any Class A Senior Preferred
Shares of a series are issued, the board of directors shall, subject to the *Business Corporations Act* \(British Columbia\), by resolution:

\(a\) determine the maximum number of shares of any of those series of shares that the Company is authorized to issue, determine that there is no
maximum number or, if none of the shares of that series is issued, alter any determination so made, and authorize the alteration of the notice of articles accordingly;

\(b\) alter the articles, and authorize the alteration of the notice of articles, to create an identifying name by which the shares of any of
those series of shares may be identified or, if none of the shares of that series is issued, to alter any such identifying name so created; and

\(c\) alter the articles, and authorize the alteration of the notice of articles accordingly, to attach special rights or restrictions to the
shares of any of those series of shares, including, but without in any way limiting or restricting the generality of the foregoing, the rate or amount of dividends, whether cumulative, non-cumulative or
partially cumulative, the dates, places and currencies of payment thereof, the consideration for, and the terms and conditions of, any purchase, retraction or redemption thereof, including redemption after a fixed term or at a premium, conversion or
exchange rights, the terms and conditions of any share purchase plan or sinking fund, the restrictions respecting payment of dividends on, or the repayment of capital in respect of, any other shares of the Company and voting rights and restrictions
but no special right or restriction so created, defined or attached shall contravene the provisions of §30.3 and §30.4, or, if none of the shares of that series is issued, to alter any such special rights or restrictions.

- 70 -

**Ranking of the Class A Senior Preferred Shares**

30.3 The Class A Senior Preferred Shares of each series shall, as to the payment of dividends and return of capital in a Liquidation Event, rank on a
parity with the Class A Senior Preferred Shares of every other series and senior to the Class B Junior Preferred Shares, the Class A.1 Shares, the Class A.2 Shares, the Class B Shares and the Class C Shares and over any
other shares ranking junior to the Preferred Shares with respect to priority in payment of dividends and return of capital in a Liquidation Event.

**Voting**
 
30.4 Except as hereinafter referred to or as
required by Law or unless provision is made in the articles of the Company relating to any series of Class A Senior Preferred Shares that such series is entitled to vote, the holders of the Class A Senior Preferred Shares as a class shall
not be entitled as such to receive notice of, to attend or to vote at any meeting of the shareholders of the Company.
 
**Amendment with Approval ofHolder of Class A Senior Preferred Shares**
 
30.5 In addition to any other approval required by Law, the rights, privileges, restrictions and
conditions attached to the Class A Senior Preferred Shares as a class may be added to, changed or removed but only with the approval of the holders of the Class A Senior Preferred Shares given as hereinafter specified.

30.6 The approval of the holders of the Class A Senior Preferred Shares to add to, change or remove any right, privilege, restriction or condition
attaching to the Class A Senior Preferred Shares as a class or in respect of any other matter requiring the consent of the holders of the Class A Senior Preferred Shares may be given in such manner as may then be required by Law, subject
to a minimum requirement that such approval be given by resolution signed by all the holders of the Class A Senior Preferred Shares or passed by the affirmative vote of at least two thirds of the votes cast at a meeting of the holders of the
Class A Senior Preferred Shares duly called for that purpose. On every poll taken at every meeting of the holders of the Class A Senior Preferred Shares as a class, or at any joint meeting of the holders of two or more series of
Class A Senior Preferred Shares, each holder of Class A Senior Preferred Shares entitled to vote thereat shall have one vote in respect of each Class A Senior Preferred Share held.

**PART 31**
 
**SPECIALRIGHTS AND RESTRICTIONS CLASS B JUNIOR PREFERRED SHARES**
 
**Special Rights and Restrictions**

31.1 Subject to the rights, if any, of the holders of issued shares of the Company, the Class B Junior Preferred Shares as a class shall have attached
thereto the special rights and restrictions specified in this Part 31.
 
**Directors’ Right to Issue in One or More Series**

31.2 The Class B Junior Preferred Shares may be issued at any time or from time to time in one or more series. Before any Class B Junior Preferred
Shares of a series are issued, the board of directors shall, subject to the *Business Corporations Act* \(British Columbia\), by resolution:

\(a\) determine the maximum number of shares of any of those series of shares that the Company is authorized to issue, determine that there is no
maximum number or, if none of the shares of that series is issued, alter any determination so made, and authorize the alteration of the notice of articles accordingly;

- 71 -

\(b\) alter the articles, and authorize the alteration of the notice of articles, to create an
identifying name by which the shares of any of those series of shares may be identified or, if none of the shares of that series is issued, to alter any such identifying name so created; and

\(c\) alter the articles, and authorize the alteration of the notice of articles accordingly, to attach special rights or restrictions to the
shares of any of those series of shares, including, but without in any way limiting or restricting the generality of the foregoing, the rate or amount of dividends, whether cumulative, non-cumulative or
partially cumulative, the dates, places and currencies of payment thereof, the consideration for, and the terms and conditions of, any purchase, retraction or redemption thereof, including redemption after a fixed term or at a premium, conversion or
exchange rights, the terms and conditions of any share purchase plan or sinking fund, the restrictions respecting payment of dividends on, or the repayment of capital in respect of, any other shares of the Company and voting rights and restrictions
but no special right or restriction so created, defined or attached shall contravene the provisions of §31.3 and §31.4, or, if none of the shares of that series is issued, to alter any such special rights or restrictions.

**Ranking of the Class B Junior Preferred Shares**
 
31.3
The Class B Junior Preferred Shares of each series shall, as to the payment of dividends and return of capital in a Liquidation Event, rank on a parity with the Class B Junior Preferred Shares of every other series, junior to the
Class A Senior Preferred Shares and senior to the Class A.1 Shares, the Class A.2 Shares, the Class B Shares and the Class C Shares and over any other shares ranking junior to the Preferred Shares with respect to priority in
payment of dividends and in return of capital in a Liquidation Event.
 
**Voting**

31.4 Except as hereinafter referred to or as required by Law or unless provision is made in the articles of the Company relating to any series of Class B
Junior Preferred Shares that such series is entitled to vote, the holders of the Class B Junior Preferred Shares as a class shall not be entitled as such to receive notice of, to attend or to vote at any meeting of the shareholders of the
Company.
 
**Amendment with Approval of Holder of Class B Junior Preferred Shares**

31.5 In addition to any other approval required by Law, the rights, privileges, restrictions and conditions attached to the Class B Junior Preferred
Shares as a class may be added to, changed or removed but only with the approval of the holders of the Class B Junior Preferred Shares given as hereinafter specified.

31.6 The approval of the holders of the Class B Junior Preferred Shares to add to, change or remove any right, privilege, restriction or condition
attaching to the Class B Junior Preferred Shares as a class or in respect of any other matter requiring the consent of the holders of the Class B Junior Preferred Shares may be given in such manner as may then be required by Law, subject
to a minimum requirement that such approval be given by resolution signed by all the holders of the Class B Junior Preferred Shares or passed by the affirmative vote of at least two thirds of the votes cast at a meeting of the holders of the
Class B Junior Preferred Shares duly called for that purpose. On every poll taken at every meeting of the holders of the Class B Junior Preferred Shares as a class, or at any joint meeting of the holders of two or more series of
Class B Junior Preferred Shares, each holder of Class B Junior Preferred Shares entitled to vote thereat shall have one vote in respect of each Class B Junior Preferred Share held.

- 72 -

**EXHIBIT “A”**

**Notice of Exchange**

**NOTICE OF EXCHANGE**

| To: | Brookfield Renewable Holdings Corporation, as Transfer Agent \(the “**Transfer Agent**”\)<br> |
| --- | --- |

**PLEASE DELIVER YOUR EXCHANGE REQUEST BY ONE OF THE OPTIONS BELOW**:

| ![LOGO](g168282g1101000708162.jpg) | Via PDF Email \(recommended\)\*: | ![LOGO](g168282g1101000708474.jpg) | Via Mail: |
| --- | --- | --- | --- |
| **jennifer.mazin@brookfield.com**<br> <br><br><br><br>\*   You can either scan this document via PDF or take a picture with your phone \(send a CLEAR<br>picture of all pages, both front and back within the same email\) |  | Brookfield Renewable<br>Holdings Corporation<br> <br>181 Bay Street, Suite 300<br><br><br>Toronto, Ontario M5J 2T3 |  |

This notice is given pursuant to Section 26.13 and Section 27.12 of the articles \(the “**Articles**”\)
of Brookfield Renewable Holdings Corporation \(the “**Company**”\). All capitalized words and expressions used in this notice that are defined in the Articles have the meanings ascribed to such words and expressions in the Articles.

The undersigned hereby notifies the Company that the undersigned desires to have the Company redeem in accordance with the Articles:

| ☐ | all Class A.1 Share\(s\) registered in the name of the undersigned; or |
| --- | --- |
| ☐ | \_\_\_\_\_ Class A.1 Share\(s\) registered in the name of the undersigned. |
| --- | --- |
| ☐ | all Class A.2 Share\(s\) registered in the name of the undersigned; or |
| --- | --- |
| ☐ | \_\_\_\_\_ Class A.2 Share\(s\) registered in the name of the undersigned. |
| --- | --- |

**For Tendering Class A.1 Shareholders ONLY:**

**The undersigned Tendering Class A.1 Shareholder acknowledges that the exchange or acquisition of the Tendered Class A.1 Shares may be satisfiedby the delivery of an equivalent number of BEP Units \(subject to adjustment to reflect certain capital events\) or its cash equivalent. The form of payment is to be determined by the Company or BEP in its respective sole and absolute discretion.**
 
**For Tendering Class A.2 Shareholders ONLY:**

The undersigned Tendering Class A.2 Shareholder hereby notifies the Company that the undersigned desires to receive as Class A.2 Exchange
Consideration in accordance with the Articles:

| ☐ | the BEP Units Amount; or |
| --- | --- |
| ☐ | the BEPC Class A Share Amount. |
| --- | --- |

If the undersigned Tendering Class A.2 Shareholder has elected to receive the BEP Units Amount, the
undersigned acknowledges the Exchange-Redemption Call Right of BEP to acquire all, but not less than all, of the Tendered Class A.2 Shares from the undersigned and that this notice is and will be deemed to be an offer by the undersigned to sell
the Tendered Class A.2 Shares to BEP in accordance with the Exchange-Redemption Call Right on or prior to the Specified Exchange Date for the Class A.2 Exchange Consideration \(but, for greater certainty, not including the BEPC Class A
Share Amount\) and on the other terms and conditions set out in the Articles.
 
If the undersigned Tendering Class A.2 Shareholder has elected to
receive the BEPC Class A Share Amount, the undersigned acknowledges the Exchange-Redemption Call Right of BEPC to acquire all, but not less than all, of the Tendered Class A.2 Shares from the undersigned and that this notice is and will be
deemed to be an offer by the undersigned to sell the Tendered Class A.2 Shares to BEPC in accordance with the Exchange-Redemption Call Right on or prior to the Specified Exchange Date for the Class A.2 Exchange Consideration \(but, for
greater certainty, not including the BEP Units Amount\) and on the other terms and conditions set out in the Articles.
 
**The undersigned TenderingClass A.2 Shareholder acknowledges that the exchange or acquisition of the Tendered Class A.2 Shares may be satisfied by the delivery of an equivalent number of BEP Units or BEPC Class AShares, as applicable \(subject to adjustment to reflect certain capital events\), or its cash equivalent. The form of payment is to be determined by BEP \(with respect to the BEP Units Amount\) or by BEPC \(with respect to the BEPC Share Amount\) in itsrespective sole and absolute discretion.**
 
**If the undersigned Tendering Class A.2 Shareholder has elected to receive the BEPC Class AShare Amount, please complete the following:**

| ***BN Group Ownership Certification*** |
| --- |
| Following the exchange proposed in this Notice of Exchange, the BN Group’s ownership of shares of BEPC will be as follows: \_\_\_\_\_\_\_\_\_\_\_.<br><br><br><br> <br>☐   By checking this box,<br>the undersigned acknowledges that if the board of directors of BEPC, in its sole discretion, determines that the number of Tendered Class A.2 Shares tendered for the BEPC Class A Share Amount exceeds the Ownership Cap, then this Notice of<br>Exchange will be automatically amended to reduce the number of Tendered Class A.2 Shares to a number that would result in the BN Group owning one \(1\) BEPC Class A Share less than the Ownership Cap. |

\*\*\*
 
The
undersigned acknowledges that the Company will not be obligated to redeem Tendered Class A.1 Shares or Tendered Class A.2 Shares to the extent that such redemption would be contrary to solvency requirements or other provisions of
applicable Law. If the Company believes that it would not be permitted by any such requirements or other provisions to redeem the Tendered Class A.1 Shares or Tendered Class A.2 Shares, as applicable, provided that BEP or BEPC, as
applicable, has not exercised its Exchange-Redemption Call Right with respect to the Tendered Class A.2 Shares, the Company will only be obligated to redeem the maximum number of Tendered Class A.1 Shares or the Tendered Class A.2
Shares \(rounded down to a whole number of Class A.1 Shares or Class A.2 Shares, as applicable\) that would not be contrary to such provisions.

The undersigned hereby represents and warrants to the Company and BEP and BEPC that the undersigned has good
title to, and owns, the Class A.1 Share\(s\) or Class A.2 Share\(s\), as applicable, to be acquired by the Company, BEP or an affiliate of BEP \(including BEPC\) as the case may be, free and clear of all liens, claims and encumbrances
whatsoever.

| \(Date\) |
| --- |
| \(Signature of Tendering Class A.1 Shareholder or Tendering Class A.2<br>Shareholder\) |
| \(Guarantee of Signature\) |
| ***CURRENCY ELECTION***<br> <br><br><br><br>\(only if exchange or acquisition of the Tendered Class A.1 Shares or Tendered Class A.2 Shares is satisfied by the Cash Amount\)<br><br><br><br> <br>**Shareholders domiciled in Canada will receive theCash Amount in Canadian dollars \(CAD\) and shareholders domiciled in the United States and all other countries will receive the Cash Amount in U.S. dollars \(USD\), unless otherwise elected below:**<br><br><br><br> <br>☐   Issue my cash<br>entitlement payment\(s\) in U.S. dollars \(USD\).<br> <br><br><br><br>☐   Issue my cash entitlement payment\(s\) in Canadian dollars \(CAD\).<br><br><br><br> <br>By electing to receive payment in another currency, the undersigned<br>acknowledges that \(a\) the exchange rate used will be the rate established by the Company on the date the funds are converted; \(b\) the risk of any fluctuation in such rate will be borne by the undersigned; and \(c\) the Company may earn<br>commercially reasonable spread between its exchange rate and the rate used by any counterparty from which it purchases the elected currency. |
| --- |
| ***Payment Delivery Confirmation*** |
| ☐   By checking this box, the undersigned acknowledges that the Cash Amount,<br>if applicable, resulting from the exchange or acquisition of the Tendered Class A.1 Shares or the Tendered Class A.2 Shares, as applicable, will be paid electronically to the Tendering Class A.1 Shareholder or the Tendering<br>Class A.2 Shareholder using the electronic payment information as it appears on the dividend register of the Company or instructions that have been provided to the Company. |

 
NOTE: This panel must be completed and such additional documents as the Transfer Agent may require must be
deposited with the Transfer Agent at its principal transfer office in Toronto, Ontario. The BEP Units Amount or BEPC Class A Share Amount and any payment resulting from the exchange or acquisition of the Tendered Class A.1 Shares or the
Tendered Class A.2 Shares will be issued and registered in, and made payable to respectively, the name of the Tendering Class A.1 Shareholder or the Tendering Class A.2 Shareholder, as applicable, as it appears on the register of the
Company.

**EXHIBIT “B”**

**Notice of Class A.1 Redemption**

**NOTICE OF CLASS A.1 REDEMPTION**

| To: | Class A.1 Shareholders of Brookfield Renewable Holdings Corporation \(the “**Company**”\)<br> |
| --- | --- |

This notice is given pursuant to Section 26.19 of the articles of the Company \(the “**Articles**”\). All capitalized
words and expressions used in this notice that are defined in the Articles have the meanings ascribed to such words and expressions in such Articles.
 
The
Company hereby notifies the Class A.1 Shareholders that the Company desires to redeem all of the issued and outstanding Class A.1 Shares in accordance with the Articles.

The Company acknowledges that this notice is and will be deemed to be an irrevocable offer by the Company to redeem all of the Class A.1 Shares on the
Specified Class A.1 Redemption Date for the Class A.1 Redemption Consideration and on the other terms and conditions set out in the Articles.

| Brookfield Renewable Holdings Corporation |
| --- |
| \(Date\) |

**EXHIBIT “C”**

**Notice of Class A.2 Redemption**

**NOTICE OF CLASS A.2 REDEMPTION**

| To: | Class A.2 Shareholders of Brookfield Renewable Holdings Corporation \(the “**Company**”\)<br> |
| --- | --- |

This notice is given pursuant to Section 27.20 of the articles of the Company \(the “**Articles**”\). All capitalized
words and expressions used in this notice that are defined in the Articles have the meanings ascribed to such words and expressions in such Articles.
 
The
Company hereby notifies the Class A.2 Shareholders that the Company desires to redeem all of the issued and outstanding Class A.2 Shares in accordance with the Articles.

The Company acknowledges that this notice is and will be deemed to be an irrevocable offer by the Company to redeem all of the Class A.2 Shares on the
Specified Class A.2 Redemption Date for the Class A.2 Redemption Consideration and on the other terms and conditions set out in the Articles.

| Brookfield Renewable Holdings Corporation |
| --- |
| \(Date\) |

**EXHIBIT “D”**

**Notice of Class B Retraction**

**NOTICE OF CLASS B RETRACTION**

| To: | Brookfield Renewable Holdings Corporation \(the “**Company**”\) |
| --- | --- |

This notice is given pursuant to Section 28.12 of the articles of the Company \(the “**Articles**”\). All capitalized words and expressions
used in this notice that are defined in the Articles have the meanings ascribed to such words and expressions in such Articles.
 
The undersigned hereby
notifies the Company that the undersigned desires to have the Company redeem in accordance with the Articles:
 
\_\_ all Class B Share\(s\) registered in
the name of the undersigned; or
 
\_\_ \_\_\_\_\_ Class B Share\(s\) registered in the name of the undersigned.

The undersigned acknowledges that this notice is and will be deemed to be an irrevocable offer by the undersigned to sell the Tendered Class B Shares to
the Company on or prior to the Specified Class B Retraction Date for the Class B Retraction Amount and on the other terms and conditions set out in the Articles.

The undersigned acknowledges that the Company will not be obligated to redeem Tendered Class B Shares to the extent that such redemption would be
contrary to solvency requirements or other provisions of applicable Law. If the Company believes that it would not be permitted by any such requirements or other provisions to redeem the Tendered Class B Shares, the Company will only be
obligated to redeem the maximum number of Tendered Class B Shares \(rounded down to a whole number of Class B Shares\) that would not be contrary to such provisions.

The undersigned hereby represents and warrants to the Company that the undersigned has good title to, and owns, the Class B Share\(s\) to be acquired by
the Company, free and clear of all liens, claims and encumbrances whatsoever.

| \(Date\) |
| --- |
| \(Signature of Tendering Class B Shareholder\) |
| \(Guarantee of Signature\) |

☐ Please check this box if the Cash Amount resulting from the acquisition of the Tendered Class B Shares is
to be mailed to the last address of the Tendering Class B Shareholder as it appears on the register of the Company.

NOTE: This panel must be completed and this certificate, together with such additional documents as
the Company may require, must be delivered to the registered office of the Company in Vancouver, British Columbia. Any payment resulting from the acquisition of the Tendered Class B Shares will be made payable to the name of the Tendering
Class B Shareholder as it appears on the register of the Company and payment resulting from such acquisition will be delivered to such Tendering Class B Shareholder as indicated above, unless the form appearing immediately below is duly
completed.

| Date: |
| --- |
| Name of Person in Whose Name Payment is to be Delivered \(please print\) |
| Street Address or P.O. Box |
| City, Province and Postal Code |
| Signature of Tendering Class B Shareholder |

NOTE: If this Notice of Class B Retraction is for less than all of the Class B Share\(s\) represented by this
certificate, a certificate representing the remaining Class B Shares of the Company will be issued and registered in the name of the Tendering Class B Shareholder as it appears on the register of the Company.

**EXHIBIT “E”**

**Notice of Class C Retraction**

**NOTICE OF CLASS C RETRACTION**

| To: | Brookfield Renewable Holdings Corporation \(the “**Company**”\) |
| --- | --- |

This notice is given pursuant to Section 29.9 of the articles of the Company \(the “**Articles**”\). All capitalized words and expressions
used in this notice that are defined in the Articles have the meanings ascribed to such words and expressions in such Articles.
 
The undersigned hereby
notifies the Company that the undersigned desires to have the Company redeem in accordance with the Articles:
 
\_\_ all Class C Share\(s\) registered in
the name of the undersigned; or
 
\_\_ \_\_\_\_\_ Class C Share\(s\) registered in the name of the undersigned.

The undersigned acknowledges that this notice is and will be deemed to be an irrevocable offer by the undersigned to sell the Tendered Class C Shares to
the Company on or prior to the Specified Class C Retraction Date for the Class C Retraction Amount and on the other terms and conditions set out in the Articles.

The undersigned acknowledges that the Company will not be obligated to redeem Tendered Class C Shares to the extent that such redemption would be
contrary to solvency requirements or other provisions of applicable Law. If the Company believes that it would not be permitted by any such requirements or other provisions to redeem the Tendered Class C Shares, the Company will only be
obligated to redeem the maximum number of Tendered Class C Shares \(rounded down to a whole number of Class C Shares\) that would not be contrary to such provisions.

The undersigned hereby represents and warrants to the Company that the undersigned has good title to, and owns, the Class C Share\(s\) to be acquired by
the Company, free and clear of all liens, claims and encumbrances whatsoever.

| \(Date\) |
| --- |
| \(Signature of Tendering Class C Shareholder\) |
| \(Guarantee of Signature\) |

☐ Please check this box if the Cash Amount resulting from the acquisition of the Tendered Class C Shares is
to be mailed to the last address of the Tendering Class C Shareholder as it appears on the register of the Company.

NOTE: This panel must be completed and this certificate, together with such additional documents as
the Company may require, must be delivered to the registered office of the Company in Vancouver, British Columbia. Any payment resulting from the acquisition of the Tendered Class C Shares will be made payable to the name of the Tendering
Class C Shareholder as it appears on the register of the Company and payment resulting from such acquisition will be delivered to such Tendering Class C Shareholder as indicated above, unless the form appearing immediately below is duly
completed.

| Date: |
| --- |
| Name of Person in Whose Name Payment is to be Delivered \(please print\) |
| Street Address or P.O. Box |
| City, Province and Postal Code |
| Signature of Tendering Class C Shareholder |

NOTE: If this Notice of Class C Retraction is for less than all of the Class C Share\(s\) represented by this
certificate, a certificate representing the remaining Class C Shares of the Company will be issued and registered in the name of the Tendering Class C Shareholder as it appears on the register of the Company.

EX-99.14

**Exhibit 99.14**

![LOGO](g168282dsp003.jpg)
 
**BROOKFIELD RENEWABLE PARTNERS L.P.**

**CODE OF BUSINESS CONDUCT AND ETHICS**

**May 2024**

![LOGO](g168282ds004.jpg)

**MESSAGE FROM THE CEO AND CFO**

**To All Directors, Officers and Employees of Brookfield Renewable Partners**

As a growing global organization with over a 120-year history of owning and operating renewable power assets, one thing
that has not changed is Brookfield Renewable’s commitment to operating with the highest ethical standards. It has always been and remains our policy that all our activities must be conducted with the utmost honesty and integrity and in full
compliance with all legal and regulatory requirements.
 
The enclosed Code of Business Conduct and Ethics \(the “Code”\) has been endorsed by our
Board of Directors.
 
The Code does not cover every situation you may encounter while at Brookfield Renewable and that is not its purpose. Rather the Code
sets forth basic principles which should guide your behavior and sets standards that you must adhere to. It also acts as a “road map” to other policies of Brookfield Renewable that will provide you with more detailed guidance on specific
topics.
 
The Code sets out the commitments that we all must make as part of the Brookfield Renewable team. We urge you to read it carefully. When in
doubt, please refer any questions to your supervisor or internal legal counsel.
 
Thank you for your continued dedication to Brookfield Renewable and for
your commitment to upholding the principles and standards set forth in the Code.

| Yours truly, |  |
| --- | --- |
| /s/ Connor Teskey | /s/ Wyatt Hartley |
| Connor Teskey | Wyatt Hartley |
| Chief Executive Officer | Chief Financial Officer |
| Code of Business Conduct and Ethics – May 2024 | Page 2 |
| --- | --- |

![LOGO](g168282ds004.jpg)

**WHO WE ARE**

Brookfield Renewable is one of the largest publicly-traded renewable power businesses in the world with over 120 years of experience in power generation. We
invest in clean-energy assets directly, as well as with institutional partners, joint venture partners and through other arrangements. To our investors, we represent a stable, high quality, global investment opportunity in renewable energy with a
strong track record in total returns to investors. To the residents of areas where we operate, we are trusted community partners and reliable stewards of the environment.

We employ approximately 3,400 people who are an important component of our continued success. We highly value their safety as well as the safety of the
communities in which we work. We are stewards of the assets we operate and the environments in which they reside. We take these responsibilities seriously and are respectful of local communities. We live and work by the highest standards of honesty
and integrity and expect the same from all those who work with us and represent us.
 
We understand that the culture that fills our corridors is not unlike
the electricity that flows through our power stations. We may not see it directly, but we know it by its impact. We see and feel its effects all around us. Prudently managed with the right standards and safeguards, it has the ability to truly
transform people’s lives for the better. We therefore strive to achieve the highest standards in all that we do in the knowledge that by doing so we increase value and truly make a difference.

The accompanying Code of Business Conduct and Ethics sets out the business conduct and ethical standards that we have set for ourselves. While no one document
can address every situation, this document provides a framework for our decisions and behavior in representing Brookfield Renewable.

| **1.** | **APPLICATION & COMMUNICATION OF THE CODE** |
| --- | --- |
| **1.1** | **Who the Code applies to** |
| --- | --- |

This Code of Business Conduct and Ethics \(the “Code”\) applies to all directors, officers, employees, and temporary workers^1^ \(collectively “personnel”\) of Brookfield Renewable Partners L.P., its general partner, Brookfield Renewable Corporation, and all of their controlled subsidiaries \(collectively,
“Brookfield Renewable”, “we”, “us”, “our” or “the Organization”\), unless such a controlled subsidiary has adopted its own Code of Business Conduct and Ethics that is consistent with the provisions of
this Code.
 
The Code is the cornerstone by which all of our activities on behalf of the Organization are guided, and to which we refer when in doubt as to
the right thing to do. In particular for new employees, it should be the first thing you read about the Organization and will form the foundational philosophy of your work with us.

| **1.2** | **The Code and related policies** |
| --- | --- |

The Code is an important part of our business culture and operations and also an important part of our governance structure, foundational to our business
processes and relevant to all aspects of the work that we do. We have adopted the Code and related policies and procedures to preserve our culture and to ensure compliance with legal and regulatory requirements applicable to our activities. We
expect and require that you meet the letter and spirit of the Code \(and related policies and procedures as updated and/or superseded from time to time\). The Code includes references to our specific policies and practices where more detail can be
found regarding specific issues that the Code covers at a high level. A list of these policies, which the Code incorporates by reference, can be found in the attached Appendix “A”. We invite all those who work with us around the globe to
read the Code and relevant policies, to understand the way that we would like you to engage with and represent us in our business.

| ^1^ | For purposes of the Code, “temporary workers” include<br>non-full-time employees and consultants and contractors etc. that work on our premises. The business group retaining a temporary worker is responsible for ensuring that the temporary worker certifies their<br>commitment to comply with the Code. |
| --- | --- |
| Code of Business Conduct and Ethics – May 2024 | Page 3 |
| --- | --- |

![LOGO](g168282ds004.jpg)

| **1.3** | **Staying up to date with the Code** |
| --- | --- |

We operate in a unique and dynamic environment where change is a constant. While our core beliefs and values will not change, elements of our business and
operations may change and as such, the Code will be periodically updated as required. It is important therefore that our personnel refresh themselves with the contents of the Code on a regular basis and remain current on what is expected of them.
Compliance with the Code is mandatory, and the consequences of non-compliance can be serious. These are outlined in more detail in Section 5 of the Code.

| **1.4** | **Seeking advice** |
| --- | --- |

When in doubt as to the interpretation or application of this Code, speak to your supervisor, internal legal counsel or the Chief Risk Officer as listed in
Appendix “C”.

| **1.5** | **Reporting violations** |
| --- | --- |

If you suspect or know of a violation of this Code, you must report it to the Chief Risk Officer, internal legal counsel as listed in Appendix “C”,
your supervisor or through the Ethics Reporting Line or Website as outlined in Sections 5.3 and 5.4.

| **2.** | **BUSINESS ETHICS AND PRACTICES** |
| --- | --- |
| **2.1.** | **Ethical standards** |
| --- | --- |

Brookfield Renewable requires honesty, integrity and the highest moral and ethical standards from its personnel. The Organization’s leaders are expected
to clearly demonstrate these standards at all times, in all that they do, and to provide a strong example for others to follow. By providing leadership in this way, they will reinforce the business ethics and practices that are expected and promote
the business culture that we encourage from our personnel. These standards of behavior apply to everything that we do that is related to our Organization and its business affairs.

| **2.2.** | **Personal and professional behavior** |
| --- | --- |

It is important to remember that our personal and professional behavior should be consistent with and reinforce a positive public image of the Organization. It
is essential that you use good judgment in all your personal and business dealings both inside and outside your role with the Organization when such dealings are linked to, are in respect of or could reflect on the Organization. You should refrain
from activities at work and outside of work that could hurt the Organization’s reputation and that could undermine the relationship of trust between you and the Organization. This includes appropriate professional behavior when using email, the
internet, social media, etc. as more specifically set out in our Personal Conflicts of Interest Policy and Disclosure Policy.

| Code of Business Conduct and Ethics – May 2024 | Page 4 |
| --- | --- |

![LOGO](g168282ds004.jpg)

| **2.3.** | **Electronic communications** |
| --- | --- |

All business matters that involve electronic, written communication must be conducted via the Organization’s email system and/or through other systems
provided and approved by the Organization for such use. These systems must be installed by the Organization’s internal information technology group on your devices. You must always use your e-mail,
Internet, telephones and other forms of communication appropriately and professionally. While we appreciate the need for limited use of these tools for personal purposes, your use should not be excessive or detract from your work. Electronic
communications relating to business activities may not be conducted through electronic communications system that have not been specifically approved for business activities, including \(among others\) personal email accounts, personal text messaging,
non-approved chat forums and social media.
 
Personnel should not email business information to their personal
email accounts or maintain a copy of business information on their personal computers or other non-work electronic devices. When using Organization- provided technologies such as computers, cell phones and
voicemail, you should not expect that the information you send or receive is private. Your activity may be monitored to ensure these resources are used appropriately and in compliance with the Organization’s policies and laws and regulations.
 
Employees should take care when on the Organization’s email system, other systems and devices to ensure that no viruses, “trojan horses”
or similar items are introduced into the systems or devices, including by clicking on links in phishing emails. You should exercise particular caution when opening unsolicited emails from unknown sources or an email which appears suspicious. Inform
the IT Department immediately if you are unsure about the origin of an email or communication or suspect your IT equipment/devices may have a virus. You must be particularly vigilant if you use our IT equipment/devices outside the workplace and take
such precautions as we may require from time to time against importing viruses or compromising system security. The system contains information which is confidential and subject to data protection legislation.

The Organization’s social media policy is that, unless you are expressly authorized, you are strictly prohibited from commenting, or posting about, or
otherwise discussing the Organization, its customers and partners, its employees, and its securities, investments and other business matters on all social media forums, including, but not limited to, social networks, chat rooms, wikis, virtual
worlds and blogs \(collectively, “social media”\). You are a representative of the Organization when engaging in online activities and you must ensure that your behavior online, including on social media, is appropriate and consistent with
our values.

| **2.4.** | **Integrity guide** |
| --- | --- |

In most situations, honesty and integrity will guide our decisions and actions, but the Code and our policy framework cannot cover every situation or dilemma
you could face. When you are not sure of the ethical action or inaction to take in the context of your work, role or with respect to the Organization, always act in the best interests of the Organization and ask yourself the following questions:

| • | Is it illegal? |
| --- | --- |
| • | Does it conflict with the best interests of the Organization? |
| --- | --- |
| • | Would you feel uncomfortable if your actions became public knowledge? |
| --- | --- |
| • | Do you have a personal interest that has the potential to conflict with the Organization’s interest?<br> |
| --- | --- |

If you think that the answer is “yes” to any of these questions, you should consider whether your proposed conduct is
appropriate and seek advice from the Chief Risk Officer, internal legal counsel as listed in Appendix “C” or your supervisor.

| Code of Business Conduct and Ethics – May 2024 | Page 5 |
| --- | --- |

![LOGO](g168282ds004.jpg)

Any concerns about potential or suspected unethical, unprofessional, illegal, fraudulent or other
questionable behavior must be reported according to the process outlined at Section 5.3.

| **2.5.** | **Conflicts of interest** |
| --- | --- |

Conflicts of interest should be avoided or resolved as they undermine our ability to act in the best interests of the Organization. A conflict of interest
occurs when a person’s private interest inclines the person, consciously or unconsciously, or appears to incline the person to act in a manner which is not in the interests of the Organization. You may have a conflict of interest if you are
involved in any activity that prevents you from performing your duties to the Organization properly, or that may create a situation that could affect your ability to act objectively, effectively and in the best interests of the Organization. Further
details and examples of potential conflicts of interest and how to address them can be found in the Organization’s Personal Conflicts of Interest Policy. We expect that all personnel will act honestly and ethically and in the best interests of
the Organization by avoiding actual and perceived conflicts of interest in their personal and professional relationships, which includes competing with the Organization’s business. While we respect your right to manage your personal affairs and
investments and we do not wish to intrude on your personal life, you should place the Organization’s interest in any business transaction ahead of any personal interest.

“Other Business Activities,” otherwise known as “OBAs” include any business activities outside the scope of one’s role with the
Organization, including any activity as an employee, independent contractor, sole proprietor, officer, director, or partner of another business organization, regardless of whether compensation is involved. Personnel must receive approval from the
CEO and the Organization’s internal legal counsel prior to accepting an OBA. Directors of the Organization must advise the Chair of the Board of Directors prior to taking on any OBAs.

Subject to any local regulatory requirements, prior approval is not required to serve on boards of charities or small, private family holding companies that
have no relation to the Organization. For greater clarity, approval is not needed to serve on the board of a family holding company which is an extension of one’s personal business affairs; however, it is needed to serve on the board of a
private operating business with significant operations. When in doubt as to whether you need to obtain permission, ask the Organization’s internal legal counsel.

| **2.6.** | **Fair dealing** |
| --- | --- |

We must always deal fairly with the Organization’s security holders, partners, customers, clients, suppliers and personnel, without taking an unfair
advantage through illegal or unethical conduct, manipulation, concealment, abuse, improper use of confidential information, misrepresentation of facts or any other unfair dealing practice.

| **2.7.** | **Safeguarding the Organization’s property and assets** |
| --- | --- |

We are the stewards of the assets and resources of Brookfield Renewable and we must at all times act in a manner which protects, enhances and safeguards these
resources from loss, damage, theft, misuse or waste and must not do anything that may harm them. The Organization’s property and assets may only be used for the benefit of the Organization’s operations and may not be utilized for personal
gain or the benefit of others. This includes not only our power generating assets and other physical, tangible goods such as office supplies, furniture, computers and information technology devices, but also intangible items such as the
Organization’s name, logo, letterhead, intellectual property, applications and other proprietary assets. Similarly, the Organization’s assets must not be used for illegal purposes and if you become aware of any such improper use, you must
report it according to the process outlined at Section 5.3. Also, you should not expect that your use of the Organization’s information technology is private, as at any time we may monitor any and all activity to ensure these assets are
being appropriately used.

| Code of Business Conduct and Ethics – May 2024 | Page 6 |
| --- | --- |

![LOGO](g168282ds004.jpg)

| **2.8.** | **Protect confidential information concerning Brookfield Renewable** |
| --- | --- |

Our information and records are also valuable corporate assets that must be managed with due care and kept confidential. We must each take steps to protect the
Organization’s proprietary and confidential information as well as similar information of others, whether third parties or our personnel, that in many cases we are contractually or legally bound to keep confidential. Confidential information
includes, but is not limited to, material non-public information, all confidential memos, notes, lists, records and other documents in your possession, in hard and soft copy. Our Disclosure Policy outlines
specific guidelines on the maintenance of confidentiality and controls around disclosure of the Organization’s confidential information, including rules around communications with the media or the public.

The Organization collects personal data regarding individuals both inside and outside the Organization where we have the lawful basis for doing so in the
ordinary course of our business. Personal data includes, among other things, sensitive personal, medical and financial information. We should take all reasonable steps to only hold personal data for as long as we have a need to retain it.

Collection and use of personal data are subject to various legal and regulatory requirements. You must take all reasonable steps to ensure that personal data
is kept confidential and accessed only by those individuals at the Organization that have a need to know this information to carry out their duties. In addition, if it is necessary to the conduct of business to disclose personal data to a third
party \(e.g., so that a third party may provide services to the Organization\) then you must ensure that such transfer complies with applicable legal and regulatory requirements. This may include ensuring the third party is subject to a written
agreement which contains confidentiality obligations and, where relevant, other obligations which must be included under the data protection laws of certain jurisdictions in which we operate or have clients or investors. In all other cases, you may
only disclose personal data pursuant to a legal or regulatory requirement.

| **2.9.** | **Social license to operate** |
| --- | --- |

We understand that our operations depend upon the support of local communities and the networks of other stakeholders in the areas where we own and operate
assets. Our activities taken as a whole contribute to forming the beliefs, perceptions and opinions of these communities and enable us to earn their trust by establishing our credibility over time. This credibility and legitimacy are usually
developed on a site by site basis and is not permanent, as opinions can change based upon our actions. Building strong partnerships with communities where we operate and develop projects is critical to the success of our Organization. Furthermore, a
key element of our development strategy is to involve the public and stakeholders, including any Indigenous communities, early on in the process.
 
We
expect all personnel at all times to act in a manner that will enhance this credibility and trust and thus ensure that the social license we have to operate our business or successfully develop projects can be maintained and strengthened.

| **2.10.** | **Financial and business records** |
| --- | --- |

Ensuring accurate and complete financial and business records is important to our business. The books and records of the Organization must reflect in
reasonable detail all the transactions of the Organization in a timely and accurate manner in order to allow the preparation of accurate financial statements. Further, we have the responsibility to ensure that public disclosures of our information
are made honestly and accurately. The Disclosure Policy sets standards pertaining to public disclosures. We must also comply with any document retention policies and with legal and regulatory requirements that relate to document retention,
especially in the event of imposed legal holds relating to litigation. Document retention is dealt with in the various policies of the Organization. If in doubt as to their application, you should seek advice from the Chief Risk Officer, internal
legal counsel as listed in Appendix “C” or your supervisor.

| Code of Business Conduct and Ethics – May 2024 | Page 7 |
| --- | --- |

![LOGO](g168282ds004.jpg)

| **3.** | **A POSITIVE WORK ENVIRONMENT** |
| --- | --- |
| **3.1.** | **Our work environment** |
| --- | --- |

Brookfield Renewable provides a dynamic work environment that fosters a team approach to achieving results. We encourage open and transparent communications
amongst team members to work together toward the business goals of the Organization, and value people who demonstrate a commitment to our shared success above any personal accomplishment. This requires humility and the ability to deal with others
across all levels of the Organization in a respectful way in order to facilitate the exchange of different views and ideas.
 
Accountability is a key
characteristic of our culture. We value people who take ownership of their work and drive results through practical approaches that meet business needs. We strive to create a working environment that allows employees to be effective and nimble.

Brookfield Renewable always puts safety first and places great importance on our working environment and culture. We continuously strive to achieve excellence
in safety, security, and environmental performance and to be industry leaders in accident prevention and security risk management. The management of safety and our performance is a shared responsibility and extends through to all of our personnel.
We are also committed to being a good corporate citizen and maintaining a leadership position in sustainable development while managing a successful business. We have a common responsibility to live and uphold our values every day.

The overall objective of Brookfield Renewable is to provide a work environment where people feel they can participate fully in the success of the business,
and are recognized for their contribution, which allows us to attract and retain the very best talent for the Organization. We are aligned by the culture and values that we share across our global organization and we believe that these are the
foundation of our success.

| **3.2.** | **Zero tolerance for discrimination and harassment** |
| --- | --- |

Brookfield Renewable has zero tolerance for workplace violence, discrimination, harassment and bullying. Details are contained in our Positive Work Environment
Policy. Any indication that such behavior is taking place must be reported according to the process set out at Section 5.3. Further, we will not tolerate retaliation against anyone who makes a good faith report of violence, discrimination,
harassment or bullying or any report of any nature, or who cooperates with the investigation of a report.
 
We are committed to conducting business in an
ethical and responsible manner, including by carrying out our activities in a manner that respects and supports the protection of human rights, including but not limited to:

| a. | operating with leading health and safety practices to support the goal of zero serious safety incidents;<br> |
| --- | --- |
| b. | striving to ensure that the interests, safety and well-being of the communities in which we operate are<br>integrated into our business decisions; |
| --- | --- |
| c. | the elimination of discrimination in employment; |
| --- | --- |
| d. | the prohibition of child and forced labour; and |
| --- | --- |
| e. | the eradication of harassment and physical or mental abuse in the workplace. |
| --- | --- |
| Code of Business Conduct and Ethics – May 2024 | Page 8 |
| --- | --- |

![LOGO](g168282ds004.jpg)

We strive to embed these standards into all our core business activities, including training, communications,
contracts and due diligence processes as appropriate. These interactions extend to interactions with our key suppliers and partners.

| **3.3.** | **Setting the tone** |
| --- | --- |

Our culture and values are derived from the direction and example set by our leaders and permeate the whole Organization. All personnel should be aligned with
the values of the Organization in everything we do. Brookfield Renewable has an environment that recognizes people who act like owners and make confident, practical decisions that drive results. We take our direction from leaders who build strong
teams, inspire confidence and respect; these traits are promoted and rewarded across the Organization. We expect our leaders to always act ethically and lead by example, demonstrating our corporate values with humility and always placing our shared
success above personal accomplishment.

| **3.4.** | **World class safety culture** |
| --- | --- |

We are committed to protecting our personnel and all people who access our facilities. We meet and often exceed legislative and regulatory requirements as well
as industry standards. Our practices are laid out in our health and safety policy framework and our Health, Safety, Security and Environmental Policy. Compliance with such policy, practices and framework is mandatory and we continuously strive to
achieve excellence in managing safety and to be industry leaders in the prevention of high risk incidents. Our safety culture is built on the following principles:

| • | We care about the safety of all people who access our assets; |
| --- | --- |
| • | We believe safety management and performance is a shared responsibility; |
| --- | --- |
| • | We believe that every accident should be preventable and we seek to promote transparency and to continuously<br>improve performance; and |
| --- | --- |
| • | We use a managed system integrated with all of our business practices with a greater focus on:<br> |
| --- | --- |
| • | Achieving zero high risk safety events; |
| --- | --- |
| • | Promoting the use of barriers to prevent serious safety incidents; and |
| --- | --- |
| • | Aggressively and continuously improving performance. |
| --- | --- |
| **3.5.** | **Corporate social responsibility** |
| --- | --- |

We are an active partner in the communities in which we operate and develop projects. We are committed to understanding, minimizing, and managing the potential
environmental impacts and public safety hazards associated with our operations and activities. We strive to protect and enhance the ecosystems near our assets, and to be a strong corporate presence in the communities affected by our activities,
while managing a successful and sustainable business.
 
We operate in sensitive environments such as river systems where we continuously strive to reduce
and mitigate the impact and risks that our operations can create. Our business principles reflect the Organization’s commitment to sustainable development; it drives our business model, measures our performance and ensures that we take a
comprehensive approach in delivering results to our stakeholders.
 
Our environmental performance forms part of our social license; environmental
considerations are included in all operational decisions with related risks identified and reported. We also take into account the expectations of stakeholders and especially the impact that our operations may have on affected communities. We give
back to the communities in which we live and work and work hard to maintain and enhance our reputation as a good corporate citizen.

| Code of Business Conduct and Ethics – May 2024 | Page 9 |
| --- | --- |

![LOGO](g168282ds004.jpg)

| **3.6** | **Sustainability Management** |
| --- | --- |

Our sustainability principles are embedded through our operations and are integral to building resilient businesses and creating long-term value for our
investors and other stakeholders. These include:

| 1. | Mitigate the impact of our operations on the environment: |
| --- | --- |
| a. | Strive to minimize the environmental impact of our operations and improve our efficient use of resources over<br>time |
| --- | --- |
| b. | Support the goal of net zero greenhouse gas \(GHG\) emissions by 2050 or sooner |
| --- | --- |
| 2. | Strive to ensure the well-being and safety of employees: |
| --- | --- |
| a. | Foster a positive work environment based on respect for human rights, valuing diversity, and zero tolerance for<br>workplace discrimination, violence or harassment |
| --- | --- |
| b. | Operate with leading health and safety practices to support the goal of zero serious safety incidents<br> |
| --- | --- |
| 3. | Uphold strong governance practices; |
| --- | --- |
| a. | Operate to the highest ethical standards by conducting business activities in accordance with our Code of<br>Business Conduct and Ethics |
| --- | --- |
| b. | Maintain strong stakeholder relationships through transparency and active engagement |
| --- | --- |
| 4. | Be good corporate citizens: |
| --- | --- |
| a. | Strive to ensure the interests, safety and well-being of the communities in which we operate are integrated<br>into our business decisions |
| --- | --- |
| b. | Support philanthropy and volunteerism by our employees |
| --- | --- |
| **4.** | **COMPLIANCE WITH LAWS, REGULATIONS AND POLICIES** |
| --- | --- |
| **4.1** | **General principles** |
| --- | --- |

It is expected that all personnel of the Organization know and comply with all laws, rules and regulations \(collectively the “Laws”\) applicable to
their position. Many of the Organization’s activities are subject to specific, complex and changing Laws. All personnel must make every reasonable effort to have a working knowledge, at a level appropriate to their position, of the Laws
affecting our activities and to exert due diligence in complying with the Laws.
 
If there is any real or apparent conflict between the Code \(and other
policies of the Organization\) and the Laws, you should comply with the Laws. If you have any doubts as to the applicability or interpretation of any Law or policy, you should obtain advice from your supervisor or the Organization’s internal
legal counsel as listed in Appendix “C”.

| **4.2** | **Scope of Applicable Laws, Regulations, Compliance and Governance** |
| --- | --- |

As a global organization, Brookfield Renewable operates in a wide range of legal jurisdictions and regulatory environments. This means that we have an
obligation to strictly comply with all Laws that apply to the geographic areas in which we operate. In addition to geographic scope, the nature of our operations also exposes us to differing kinds of Laws, some generic, and some of which are
specific to our industry. For example, given the importance that many countries place on the need for reliable and dependable sources of electricity, governments have implemented specific Laws, and created regulatory authorities, to better manage
the energy industry. Thus, businesses like ours are required to comply with Laws specific to the energy industry as well as rules implemented by these regulatory authorities.

| Code of Business Conduct and Ethics – May 2024 | Page 10 |
| --- | --- |

![LOGO](g168282ds004.jpg)

In addition, because the Organization’s contracts and agreements govern our business relationships, we
have put in place a Delegation of Authority Policy to ensure that any contract entered into or commitment of funds for capital or operational expenditures by the Organization has the appropriate level of approval. As a result, personnel who enter
into contracts or commitments on behalf of the Organization must have proper authorization, including internal legal review.

| **4.3** | **Market rules and commercial obligations** |
| --- | --- |

In certain jurisdictions where we operate, we have established Power Marketing Groups that are responsible for selling the energy and related products,
including renewable attributes, generated by our assets. The principal marketing strategies of the Organization are designed to achieve stable cash flows. This is primarily achieved by entering into long term power sales agreements. Our obligations
are clearly defined in these power sales agreements and compliance with the terms of these agreements is mandatory, subject to applicable Laws.
 
From time
to time, power that is uncontracted will be sold in short term markets, subject to the Organization’s risk management policies specific and applicable to those activities and markets. Compliance with such policies is mandatory.

| **4.4** | **Operational rules, regulations and licenses** |
| --- | --- |

In addition to the market rules for our energy trading operation, our activities are also regulated by a complex array of Laws which frames the operation of
the generation, transmission and distribution of electricity. Brookfield Renewable personnel are required to strictly adhere to all of these various Laws.

The power facilities owned and operated by the Organization are often subject to licensing processes in each jurisdiction. The operating groups are required
to have a working knowledge of the licenses and permits and to comply with their terms.

| **4.5** | **Securities laws and insider trading** |
| --- | --- |

Brookfield Renewable’s limited partnership units are publicly traded on both the Toronto and New York Stock exchanges. The Organization is bound by the
securities legislation and legal and regulatory requirements for the public disclosure of information, including insider trading Laws \(which affect the ability to trade securities of the Organization, public affiliates of the Organization or
unrelated publicly-traded entities in certain circumstances\). Strict adherence to these Laws is expected by personnel to the extent that they apply to their role in the Organization. Suspected breaches of these Laws must be reported according to the
process outlined at Section 5.3. Further information and obligations on insider trading and tipping can be found in the Organization’s Disclosure Policy and Personal Trading Policy.

| **4.6** | **Anti-bribery and anti-corruption** |
| --- | --- |

Brookfield Renewable strictly prohibits any and all forms of bribery and/or corruption and we are subject to various Laws with respect to bribery and
corruption in all countries where we operate. In recent years, regulators have enacted more stringent Laws with respect to bribery in business transactions and notably those involving public or government officials. Complying with these Laws is
mandatory and is consistent with our commitment to conducting transactions with honesty and integrity.

| Code of Business Conduct and Ethics – May 2024 | Page 11 |
| --- | --- |

![LOGO](g168282ds004.jpg)

Given the nature of our business, and the regulated energy environment that we operate in, we do have regular
contact with various government agencies and their representatives. Thus in order to ensure that we remain compliant with the relevant Laws, the Organization has adopted an Anti-Bribery and Anti-Corruption Policy where specific information is
provided about i\) the prohibition and prevention of bribery and corruption, ii\) dealings with public officials, iii\) the due diligence steps when retaining contractors and suppliers, iv\) giving or receiving gifts, v\) the treatment of political and
charitable donations, vi\) the requirement for all transactions to be recorded accurately and completely and vii\) other important matters.

| **4.7** | **Anti-money laundering** |
| --- | --- |

The Organization is strongly committed to preventing the use of its operations for money laundering, the financing of terrorism, or other criminal activities,
and will take appropriate actions to comply with applicable anti-money laundering laws. Accordingly, the Organization has procedures for conducting anti-money laundering due diligence on investments and divestments and will take such actions as it
deems appropriate from time to time in order to comply with applicable anti-money laundering laws.

| **5.** | **COMPLIANCE WITH THE CODE** |
| --- | --- |
| **5.1** | **Certification** |
| --- | --- |

As outlined at the beginning of the Code, all personnel must be familiar with its content and will be provided with a copy of the Code \(or with electronic
access to the Code via the Organization’s intranet\) upon commencement of employment. On joining the Organization and upon request from time to time, personnel will be required to sign an acknowledgement regarding the Code as outlined at
Appendix “B”. Further to this process all personnel are required to keep up to date with changes to the Code and related policies over time. Management level personnel must also fulfill the requirements of an annual re-certification process as determined by the Organization.

| **5.2** | **Third Parties** |
| --- | --- |

The Code will also apply to, where necessary and appropriate, outside parties working for or acting on behalf of the Organization including but not limited to,
business associates, partners, agents, intermediaries, representatives, suppliers, contractors, third party service providers and consultants \(collectively “Third Parties”\). Internal legal counsel or the Chief Risk Officer can assist in
any determination of whether any such Third Parties should be required to be pre-qualified and periodically re-certified to ensure that they will comply with the Code
and that they are suitably qualified to operate in our environment.

| **5.3** | **Reporting violations of the Code** |
| --- | --- |

Brookfield Renewable’s personnel have an obligation to adhere to the ethical standards in the Code. If you witness behavior on the part of the
Organization’s personnel or any Third Party that you believe is suspect or unethical, or that may represent a violation of the Code you must promptly report it. Internal reporting is important to the Organization and it is both expected and
valued.
 
Brookfield Renewable takes all reports seriously, and every report received will be assessed and where necessary, appropriate investigation will
be undertaken. The confidentiality of reported violations will be maintained where possible, consistent with the need to conduct an adequate review and subject to applicable Laws.

| Code of Business Conduct and Ethics – May 2024 | Page 12 |
| --- | --- |

![LOGO](g168282ds004.jpg)

No retribution or retaliation will be taken against any person who has made a report based on the reasonable,
good faith belief that a member of the personnel or any of our Third Parties has engaged, or is about to engage, in criminal conduct or conduct in violation of the Code, other policies and procedures of the Organization, or any applicable Laws. Your
report will be accepted as good faith compliance with the Code but does not necessarily absolve you \(if you are involved\) or anyone else of the breach or suspected breach of the Code.

The Organization reserves the right to discipline you, up to and including termination for cause, if you make an accusation without a good faith, reasonable
belief in the truth and accuracy of the information or if you knowingly provide false information or make false accusations. “Reasonable belief” does not mean that the information that you provide has to be correct, but it does mean that
you must reasonably believe that the information is truthful and demonstrates at least a possible violation of the Code. If an employee believes that they have been unfairly or unlawfully retaliated against, they are encouraged to make a report as
described below.
 
Reports should in the first instance be made to the Chief Risk Officer, internal legal counsel as listed in Appendix “C” or
your supervisor who will ensure that the information is properly handled and escalated, as necessary. In the event that this does not appear to be an appropriate avenue because of the nature or the content of the report, it should be made to the
Ethics Reporting Line or Website.
 
Please see Appendix “C” for the ways in which you can contact the Chief Risk Officer or internal legal
counsel.

| **5.4** | **Ethics reporting channels** |
| --- | --- |

The Ethics Reporting Line is managed by an independent third party called the Network and allows anyone to anonymously report suspected unethical, illegal or
unsafe behavior, in English, French, Portuguese and other languages, toll-free, 24 hours a day, 7 days a week. Anonymous reports can also be made online using the Ethics Reporting Website, which is also managed by the Network and is offered 24 hours
a day, 7 days a week in the same languages as the telephone line. Please see Appendix “C” for the contact details of the Ethics Reporting channels.

| **5.5** | **Disciplinary action for Code violations** |
| --- | --- |

Brookfield Renewable will impose discipline on individuals found to have breached the Code or other policies in a manner that is fair, consistent and that
reflects the nature and facts of the violation. Anyone, subject to the Code who violates it, may face disciplinary actions up to and including termination of his or her employment for cause and without notice. The violation of this Code may also
violate certain applicable Laws. If the Organization discovers a violation of any Laws, it may refer the matter to the appropriate authorities, which could lead to penalties, fines or imprisonment and other liability.

| Code of Business Conduct and Ethics – May 2024 | Page 13 |
| --- | --- |

![LOGO](g168282ds004.jpg)

**APPENDIX A**

**LIST OF KEY POLICIES**

| • | Anti-Bribery and Anti-Corruption Policy |
| --- | --- |
| • | Disclosure Policy |
| --- | --- |
| • | Delegation of Authority and Commitment Policy |
| --- | --- |
| • | Health, Safety, Security and Environmental Policy |
| --- | --- |
| • | Personal Conflicts of Interest Policy |
| --- | --- |
| • | Personal Trading Policy |
| --- | --- |
| • | Positive Work Environment Policy |
| --- | --- |
| Code of Business Conduct and Ethics – May 2024 | Page 14 |
| --- | --- |

![LOGO](g168282ds004.jpg)

**APPENDIX B**

**STATEMENT OF COMPLIANCE**

**CODE OF BUSINESS CONDUCT AND ETHICS**

**STATEMENT OF COMPLIANCE**

All directors, officers, employees, appropriate
agents and third parties must complete this Statement of Compliance or otherwise certify electronically as directed by the Organization from time to time.

I have reviewed and understand the Code of Business Conduct and Ethics \(the “Code”\) of Brookfield Renewable Partners L.P. \(the
“Organization”\) for personnel and certain third parties.
 
I hereby agree to comply with the Code, including its provisions for non-disclosure of information both during and after appointment or employment.
 
To the best of my knowledge, I am not
involved in any situation that conflicts or might appear to conflict with the Code.
 
I also agree to notify the Organization by one of the methods
outlined at Section 5.3 of the Code immediately of any change that might adversely affect my compliance with the Code.

| Name: |  |  |
| --- | --- | --- |
|  | *\(Please print\)* |  |
| Organization: |  |  |
| Position: |  |  |
| Branch/Department: |  |  |
| Location: |  |  |
| Date and Signature: |  |  |
|  | *\(mm/dd/yy\)* | *\(Signature\)* |
| Code of Business Conduct and Ethics – May 2024 | Page 15 |
| --- | --- |

![LOGO](g168282ds004.jpg)

**APPENDIX C**

**CONTACT INFORMATION FOR POLICY**

**INTERNAL LEGAL COUNSEL**

| **Jennifer Mazin** | \(416\) 369-3369 | jennifer.mazin@brookfield.com |
| --- | --- | --- |
| Adrienne Moore | \(416\) 369-4912 | adrienne.moore@brookfield.com |
| Ronnie Ollo | \(416\) 369-6015 | ronnie.ollo@brookfield.com |
| William Fyfe | \(416\) 369-2330 | william.fyfe@brookfield.com |
| Alexander Metz | \(646\) 992-2514 | alexander.metz@brookfieldrenewable.com |
| Carlos Gustavo Andrioli | +55 \(21\) 2439 5156 | gustavo.andrioli@elera.com |
| Emmanuelle Rouchel | +44 \(20\) 7408 8470 | emmanuelle.rouchel@brookfield.com |
| Wayne Su | +86 21 2306 0743 | wayne.su@brookfield.com |
| Tanya Mehta | +91 22 6600 0716 | tanya.mehta@brookfield.com |
| Fernando Arbelaez Soto | +57 \(604\) 325 6940 | farbelaez@isagen.com.co |
| **CHIEF RISK OFFICER**<br> <br>Brian Cook | \(819\) 639-8441 | brian.cook@brookfield.com |
| **ETHICS REPORTING LINE:** |  |
| --- | --- |
| Australia – 1800957963 | Japan – 0800-123-9234 |
| Barbados – 1-833-388-0834 | Luxembourg – 80027819 |
| Bermuda – 1-833-388-0833 | Mexico – 01800-436-0065 |
| Brazil – 0800 550 0049 | New Zealand – 0800 450 194 |
| Canada – 1-800-665-0831 | Peru – 0800 74879 |
| Cayman Island – 833-425-1502 | Portugal – 800815087 |
| Chile – 800914483 | Qatar – 800-0249 |
| China – 86 21 8036 5429 | Singapore – 8004922253 |
| Colombia – 01-800-5189736 | South Korea – 080-880-0303 |
| France – 0800-91-2964 | Spain – 900751347 |
| Germany – 0800 182 1227 | Switzerland – 0800-225-163 |
| Hong Kong – 800967085 | United Arab Emirates – 800 0120127 |
| India – 000 800 0502 237 | United Kingdom and Northern Ireland – 0800 652 6598 |
| Ireland – 1800849310 | United States –<br>1-770-613-6339<br> <br>Uruguay – 000<br>416 205 6408 |

Online \(Rest of the world\) – www.brookfield.ethicspoint.com

Online \(Elera\) – www.canalconfidencial.com.br/elera

Online \(China, except Hong Kong\) – https://brookfield.whispli.com.cn/pages/renewables

Note: The type of reports that can be made to the Ethics Reporting Line and Website may be restricted in certain jurisdictions under applicable local law.
Please contact the Network for further details on such restrictions.

| Code of Business Conduct and Ethics – May 2024 | Page 16 |
| --- | --- |

EX-99.15

**Exhibit 99.15**

**NOTICE OF CHANGE IN CORPORATE STRUCTURE**

**Pursuant to Section 4.9 of National Instrument 51-102**

**Continuous Disclosure Obligations**

| **1.** | **Names of the Parties to the Transaction** |
| --- | --- |

Brookfield Renewable Holdings Corporation \(formerly Brookfield Renewable Corporation\) \(“**Old BEPC**”\)

Brookfield Renewable Corporation \(formerly 1505127 B.C. Ltd.\) \(“**BEPC**”\)

Brookfield Renewable Partners L.P. \(“**BEP**”\)

Brookfield Corporation \(“**BN**”\)

| **2.** | **Description of the Transaction** |
| --- | --- |

On December 24, 2024, BEPC completed the previously announced plan of arrangement \(the “**Arrangement**”\) pursuant to which,
among other things, \(i\) the public holders \(those holders other than BN and its subsidiaries\) of class A exchangeable subordinate voting shares \(“**Old Class** **A Shares**”\) of Old BEPC exchanged their Old
Class A Shares on a one-for-one basis for class A exchangeable subordinate voting shares \(“**Class** **A Shares**”\) of BEPC;
\(ii\) BN and its subsidiaries exchanged their Old Class A Shares on a one-for-one basis for class A.2 exchangeable
non-voting shares \(“**Class** **A.2 Shares**”\) of Old BEPC, which are exchangeable for Class A Shares or limited partnership units of BEP on a one for one basis, subject to the
Ownership Cap \(as defined below\); \(iii\) Old BEPC was renamed Brookfield Renewable Holdings Corporation and will cease to be a reporting issuer in each province and territory of Canada \(the “**Jurisdictions**”\); \(iv\) the Old Class A
Shares were delisted from the Toronto Stock Exchange \(“**TSX**”\) and the New York Stock Exchange \(“**NYSE**”\); \(v\) BEPC was renamed Brookfield Renewable Corporation \(the name of Old BEPC prior to consummation of the
Arrangement\); \(vi\) the Class A Shares were listed on the TSX and the NYSE under the symbol “BEPC” \(the ticker symbol previously used for the Old Class A Shares\); and \(vii\) BEPC became a reporting issuer in Canada.

The Class A.2 Shares are subject to a restriction that limits the exchange by BN and its subsidiaries of Class A.2 Shares such that
exchanges by BN and its subsidiaries may not result in BN and its subsidiaries owning 9.5% or more of the aggregate fair market value of all issued and outstanding shares of BEPC \(the “**Ownership Cap**”\).

| **3.** | **Effective Date of the Transaction** |
| --- | --- |

December 24, 2024.

| **4.** | **Name of Each Party, if Any, that Ceased to be a Reporting Issuer After the Transaction and of EachContinuing Entity** |
| --- | --- |

Old BEPC has applied to cease to be a reporting issuer in each of the Jurisdictions.

BEPC became a reporting issuer in each of the Jurisdictions upon completion of the
Arrangement.

| **5.** | **Date of the Reporting Issuer’s First Financial Year-End Afterthe Transaction** |
| --- | --- |

December 31, 2024.

| **6.** | **Periods, Including the Comparative Periods, if Any, of the Interim Financial Reports and the AnnualFinancial Statements Required to be Filed for the Reporting Issuer’s First Financial Year After the Transaction** |
| --- | --- |

Following completion of the Arrangement and in accordance with section 4.7 of National Instrument
51-102 – *Continuous Disclosure Obligations*, the first financial statements that BEPC is required to file are the audited annual financial statements of BEPC for the year ending December 31,
2024.

| **7.** | **Documents Filed under NI 51-102 that Describe the Transaction andWhere those Documents can be Found in Electronic Format** |
| --- | --- |

Further information regarding the Arrangement is contained
in:

| \(a\) | the news release dated October 9, 2024 of Old BEPC; |
| --- | --- |
| \(b\) | the material change report dated October 11, 2024 of Old BEPC; |
| --- | --- |
| \(c\) | the management information circular of Old BEPC dated October 23, 2024 in connection with the special<br>meeting of holders of Old Class A Shares and class B multiple voting shares of Old BEPC; and |
| --- | --- |
| \(d\) | the news release dated December 20, 2024 of Old BEPC. |
| --- | --- |

Copies of these materials have been filed on SEDAR+ and are available under Old BEPC’s profile at www.sedarplus.ca.

| **DATE:** | December 24, 2024. |
| --- | --- |

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