Common use of Capitalization; Distributions Clause in Contracts

Capitalization; Distributions. The authorized capital of BEPC consists of an unlimited number of class A exchangeable subordinate voting shares, an unlimited number of class B shares, an unlimited number of class C shares, an unlimited number of class A senior preferred shares (issuable in series) and an unlimited number of class B junior preferred shares (issuable in series), of which as at February 5, 2021, 172,181,508 Exchangeable Shares, 165 class B shares and 189,600,000 class C shares were issued and outstanding as fully-paid and non-assessable shares of BEPC. The authorized capital of the Partnership consists of an unlimited number of limited partnership units, an unlimited amount of general partner units, 7,000,000 cumulative class A preferred limited partnership units, Series 5 (the “Series 5 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 7 (the “Series 7 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 8 (the “Series 8 Preferred Units”), 8,000,000 cumulative class A Preferred Limited Partnership Units, Series 9 (the “Series 9 Preferred Units”), 8,000,000 class A Preferred Limited Partnership Units, Series 10 (the “Series 10 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 11 (the “Series 11 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 12 (the “Series 12 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 13 (the “Series 13 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 14 (the “Series 14 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 15 (the “Series 15 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 16 (the “Series 16 Preferred Units”) and an unlimited number of class A Preferred Limited Partnership Units, Series 17 (the “Series 17 Preferred Units”), of which as at February 5, 2021, 274,838,426 limited partnership units, 1 general partner unit, 2,885,496 Series 5 Preferred Units, 7,000,000 Series 7 Preferred Units, no Series 8 Preferred Units, 8,000,000 Series 9 Preferred Units, no Series 10 Preferred Units, 10,000,000 Series 11 Preferred Units, no Series 12 Preferred Units, 10,000,000 Series 13 Preferred Units, no Series 14 Preferred Units, 7,000,000 Series 15 Preferred Units, no Series 16 Preferred Units and 8,000,000 Series 17 Preferred Units are issued and outstanding as fully-paid and non-assessable units of the Partnership. There are 194,487,939 REUs outstanding as of February 5, 2021. All of the issued and outstanding shares in the capital of BEPC and limited partnership units, general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units and Series 17 Preferred Units in the capital of the Partnership have been duly authorized and validly issued and are fully-paid and non-assessable and have been issued in compliance with all applicable U.S. and Canadian laws (except where the failure to do so would not have a Material Adverse Effect), and none of the outstanding shares in the capital of BEPC or limited partnership units, general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units or Series 17 Preferred Units in the capital of the Partnership were issued in violation of the pre-emptive or other similar rights of any securityholder of BEPC or the Partnership, as applicable. All dividends, including the dividends on shares and all other securities of BEPC ranking prior to or on a parity with the Exchangeable Shares with respect to the payment of dividends in respect of periods ending on or prior to the date hereof have been declared and paid or set apart for payment, other than the dividend payable on March 31, 2021 to holders of record of class A exchangeable subordinate voting shares of BEPC on February 26, 2021. All distributions, including the distributions on all other securities of the Partnership ranking prior to or on a parity with the Units with respect to the payment of distributions in respect of periods ending on or prior to the date hereof, have been declared and paid or set apart for payment, other than the distribution payable on March 31, 2021 to holders of record of Units on February 26, 2021.

Capitalization; Distributions. The authorized capital of BEPC BIPC consists of an unlimited number of class A exchangeable subordinate voting shares, an unlimited number of class B shares, an unlimited number of class C shares, an unlimited number of class A senior preferred shares (issuable in series) and an unlimited number of class B junior preferred shares (issuable in series). As of July 17, of which as at February 52020, 2021, 172,181,508 45,018,921 Exchangeable Shares, 165 one class B shares share and 189,600,000 1,402,451 class C shares were issued and outstanding as fully-paid and non-assessable shares of BEPCBIPC. The authorized capital of the Partnership BIP consists of an unlimited number of limited partnership units, an unlimited amount number of Class A preferred limited partnership units and an unlimited number of general partner units. As of July 17, 7,000,000 cumulative class A preferred 2020, 295,222,580 limited partnership units, Series 5 (the “Series 5 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 7 (the “Series 7 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 8 (the “Series 8 Preferred Units”), 8,000,000 cumulative class 4,989,265 Cumulative Class A Preferred Limited Partnership Units, Series 9 (the “Series 9 Preferred Units”)1, 8,000,000 class 4,989,262 Cumulative Class A Preferred Limited Partnership Units, Series 10 (the “Series 10 Preferred Units”)3, 10,000,000 cumulative class A preferred limited partnership units, Series 11 (the “Series 11 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 12 (the “Series 12 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 13 (the “Series 13 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 14 (the “Series 14 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 15 (the “Series 15 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 16 (the “Series 16 Preferred Units”) and an unlimited number of class 9,986,588 Cumulative Class A Preferred Limited Partnership Units, Series 17 (the “Series 17 Preferred Units”), of which as at February 5, 2021, 274,838,426 limited partnership units, 1 general partner unit, 2,885,496 Series 5 11,979,750 Cumulative Class A Preferred Limited Partnership Units, 7,000,000 Series 7 7, 7,986,595 Cumulative Class A Preferred Limited Partnership Units, no Series 8 9, 9,936,190 Cumulative Class A Preferred Limited Partnership Units, 8,000,000 Series 9 Preferred Units, no Series 10 Preferred Units, 10,000,000 Series 11 Preferred Units, no Series 12 Preferred Units, 10,000,000 Series 13 Preferred Units, no Series 14 Preferred Units, 7,000,000 Series 15 Preferred Units, no Series 16 Preferred Units and 8,000,000 Series 17 Preferred Units one general partnership unit are issued and outstanding as fully-paid and non-assessable units of the Partnership. There are 194,487,939 REUs outstanding as of February 5, 2021BIP. All of the issued and outstanding shares in the capital of BEPC BIPC and limited partnership units, Class A preferred limited partnership units and general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units and Series 17 Preferred Units units in the capital of the Partnership BIP have been duly authorized and validly issued and are fully-paid and non-assessable and have been issued in compliance with all applicable U.S. and Canadian laws (except where the failure to do so would not have a Material Adverse Effect), and none of the outstanding shares in the capital of BEPC BIPC or limited partnership units, Class A preferred limited partnership units or general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units or Series 17 Preferred Units units in the capital of the Partnership BIP were issued in violation of the pre-emptive or other similar rights of any securityholder of BEPC BIPC or the PartnershipBIP, as applicable. All dividends, including the dividends on shares and all other securities of BEPC BIPC ranking prior to or on a parity with the Exchangeable Shares with respect to the payment of dividends in respect of periods ending on or prior to the date hereof have been declared and paid or set apart for payment, other than the dividend payable on March 31, 2021 to holders of record of class A exchangeable subordinate voting shares of BEPC on February 26, 2021. All distributions, including the distributions on the Class A preferred limited partnership units and all other securities of the Partnership BIP ranking prior to or on a parity with the Units with respect to the payment of distributions in respect of periods ending on or prior to the date hereof, hereof have been declared and paid or set apart for payment, other than the distribution payable on March 31, 2021 to holders of record of Units on February 26, 2021.

Capitalization; Distributions. The authorized capital of BEPC consists of an unlimited number of class A exchangeable subordinate voting shares, an unlimited number of class B shares, an unlimited number of class C shares, an unlimited number of class A senior preferred shares (issuable in series) and an unlimited number of class B junior preferred shares (issuable in series), of which as at February 5the date hereof, 2021, 172,181,508 114,791,721 Exchangeable Shares, 165 110 class B shares and 189,600,000 126,400,000 class C shares were issued and outstanding as fully-paid and non-assessable shares of BEPC. The authorized capital of the Partnership consists of an unlimited number of limited partnership units, an unlimited amount of general partner units, 7,000,000 cumulative class Class A preferred limited partnership units, Series 5 (the “Series 5 Preferred Units”), 7,000,000 cumulative class Class A preferred limited partnership units, Series 7 (the “Series 7 Preferred Units”), 7,000,000 cumulative class Class A preferred limited partnership units, Series 8 (the “Series 8 Preferred Units”), 8,000,000 cumulative class Class A Preferred Limited Partnership Units, Series 9 (the “Series 9 Preferred Units”), 8,000,000 class Class A Preferred Limited Partnership Units, Series 10 (the “Series 10 Preferred Units”), 10,000,000 cumulative class Class A preferred limited partnership units, Series 11 (the “Series 11 Preferred Units”), 10,000,000 cumulative class Class A preferred limited partnership units, Series 12 (the “Series 12 Preferred Units”), 10,000,000 cumulative class Class A preferred limited partnership units, Series 13 (the “Series 13 Preferred Units”), 10,000,000 cumulative class Class A preferred limited partnership units, Series 14 (the “Series 14 Preferred Units”), 7,000,000 cumulative class Class A preferred limited partnership units, Series 15 (the “Series 15 Preferred Units”), 7,000,000 cumulative class Class A preferred limited partnership units, Series 16 (the “Series 16 Preferred Units”) and an unlimited number of class Class A Preferred Limited Partnership Units, Series 17 (the “Series 17 Preferred Units”), of which as at February 5the date hereof, 2021, 274,838,426 183,198,850 limited partnership units, 1 general partner unit, 2,885,496 Series 5 Preferred Units, 7,000,000 Series 7 Preferred Units, no Series 8 Preferred Units, 8,000,000 Series 9 Preferred Units, no Series 10 Preferred Units, 10,000,000 Series 11 Preferred Units, no Series 12 Preferred Units, 10,000,000 Series 13 Preferred Units, no Series 14 Preferred Units, 7,000,000 Series 15 Preferred Units, no Series 16 Preferred Units and 8,000,000 Series 17 Preferred Units are issued and outstanding as fully-paid and non-assessable units of the Partnership. There are 194,487,939 129,658,623 REUs outstanding as of February 5October 2, 20212020. All of the issued and outstanding shares in the capital of BEPC and limited partnership units, general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units and Series 17 Preferred Units in the capital of the Partnership have been duly authorized and validly issued and are fully-paid and non-assessable and have been issued in compliance with all applicable U.S. and Canadian laws (except where the failure to do so would not have a Material Adverse Effect), and none of the outstanding shares in the capital of BEPC or limited partnership units, general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units or Series 17 Preferred Units in the capital of the Partnership were issued in violation of the pre-emptive or other similar rights of any securityholder of BEPC or the Partnership, as applicable. All dividends, including the dividends on shares and all other securities of BEPC ranking prior to or on a parity with the Exchangeable Shares with respect to the payment of dividends in respect of periods ending on or prior to the date hereof have been declared and paid or set apart for payment, other than the dividend payable on March 31, 2021 to holders of record of class A exchangeable subordinate voting shares of BEPC on February 26, 2021. All distributions, including the distributions on all other securities of the Partnership ranking prior to or on a parity with the Units with respect to the payment of distributions in respect of periods ending on or prior to the date hereof, have been declared and paid or set apart for payment, other than the distribution payable on March 31, 2021 to holders of record of Units on February 26, 2021.

Capitalization; Distributions. The authorized capital of BEPC consists of an unlimited number of class A exchangeable subordinate voting shares, an unlimited number of class B shares, an unlimited number of class C shares, an unlimited number of class A senior preferred shares (issuable in series) and an unlimited number of class B junior preferred shares (issuable in series), of which as at February 5, 2021, 172,181,508 Exchangeable Shares, 165 class B shares and 189,600,000 class C shares were issued and outstanding as fully-paid and non-assessable shares of BEPC. The authorized capital of the Partnership BIP consists of an unlimited number of limited partnership units, an unlimited amount number of Class A preferred limited partnership units (the “Class A Preferred Units”) and an unlimited number of general partner units. As of the date of this Agreement, 7,000,000 cumulative class approximately 461,511,981 limited partnership units; 4,989,265 Class A preferred limited partnership units, Series 5 1 (the “Series 5 1 Preferred Units”), 7,000,000 cumulative class ; 4,989,262 Class A preferred limited partnership units, Series 7 3 (the “Series 7 3 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 8 (the “Series 8 Preferred Units”), 8,000,000 cumulative class ; 7,986,595 Class A Preferred Limited Partnership Units, Series 9 (the “Series 9 Preferred Units”), 8,000,000 class A Preferred Limited Partnership Units, Series 10 (the “Series 10 Preferred Units”), 10,000,000 cumulative class ; 9,936,190 Class A preferred limited partnership units, Series 11 (the “Series 11 Preferred Units”, and collectively with the Series 1 Preferred Units, the Series 3 Preferred Units and the Series 9 Preferred Units, the “Existing Canadian Preferred Units”); 8,000,000 Class A preferred limited partnership units, 10,000,000 cumulative class Series 13; 8,000,000 Class A preferred limited partnership units, Series 14; and one general partner unit were issued and outstanding as fully-paid and non-assessable units of BIP. As of the date hereof, there are no issued or outstanding Class A preferred limited partnership units, Series 2, Class A preferred limited partnership units, Series 4, Class A preferred limited partnership units, Series 5, Class A preferred limited partnership units, Series 6, Class A preferred limited partnership units, Series 7, Class A preferred limited partnership units, Series 8, Class A preferred limited partnership units, Series 10, Class A preferred limited partnership units, Series 12 (the “Series 12 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 13 (the “Series 13 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 14 (the “Series 14 Preferred Units”), 7,000,000 cumulative class or Class A preferred limited partnership units, Series 15 (the “Series 15 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 16 (the “Series 16 Preferred Units”) and an unlimited number of class A Preferred Limited Partnership Units, Series 17 (the “Series 17 Preferred Units”), of which as at February 5, 2021, 274,838,426 limited partnership units, 1 general partner unit, 2,885,496 Series 5 Preferred Units, 7,000,000 Series 7 Preferred Units, no Series 8 Preferred Units, 8,000,000 Series 9 Preferred Units, no Series 10 Preferred Units, 10,000,000 Series 11 Preferred Units, no Series 12 Preferred Units, 10,000,000 Series 13 Preferred Units, no Series 14 Preferred Units, 7,000,000 Series 15 Preferred Units, no Series 16 Preferred Units and 8,000,000 Series 17 Preferred Units are issued and outstanding as fully-paid and non-assessable units of the Partnership. There are 194,487,939 REUs outstanding as of February 5, 2021. All of the issued and outstanding shares limited partnership units, Class A preferred limited partnership units and general partner units in the capital of BEPC and limited partnership units, general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units and Series 17 Preferred Units in the capital of the Partnership BIP have been duly authorized and validly issued and are fully-paid and non-assessable and have been issued in compliance with all applicable U.S. and Canadian laws (except where the failure to do so would not have a Material Adverse Effect), and none of the outstanding shares limited partnership units, Class A preferred limited partnership units or general partner units in the capital of BEPC or limited partnership units, general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units or Series 17 Preferred Units in the capital of the Partnership BIP were issued in violation of the pre-emptive or other similar rights of any securityholder of BEPC or the Partnership, as applicableBIP. All dividendsdistributions, including the dividends distributions on shares and all other securities of BEPC BIP ranking prior to or on a parity with the Exchangeable Shares Securities with respect to the payment of dividends distributions in respect of periods ending on or prior to the date hereof have been declared and paid or set apart for payment, other than the dividend payable on March 31, 2021 to holders of record of class A exchangeable subordinate voting shares of BEPC on February 26, 2021. All distributions, including the distributions on all other securities of the Partnership ranking prior to or on a parity with the Units with respect to the payment of distributions in respect of periods ending on or prior to the date hereof, have been declared and paid or set apart for payment, other than the distribution payable on March 31, 2021 to holders of record of Units on February 26, 2021.

Capitalization; Distributions. The authorized capital of BEPC BIP consists of an unlimited number of class A exchangeable subordinate voting sharesUnits, an unlimited number of class B shares, an unlimited number of class C shares, an unlimited number of class Class A senior preferred shares (issuable in series) Preferred Units and an unlimited number of class B junior preferred shares (issuable in series), of which as at February 5, 2021, 172,181,508 Exchangeable Shares, 165 class B shares and 189,600,000 class C shares were issued and outstanding as fully-paid and non-assessable shares of BEPC. The authorized capital of the Partnership consists of an unlimited number of limited partnership units, an unlimited amount of general partner units. As of July 11, 7,000,000 cumulative class A preferred limited partnership units2019, Series 5 approximately 279,825,404 Units (395,650,396 Units assuming the “Series 5 Preferred Units”exchange of all of BAM’s RPUs), 7,000,000 cumulative class A preferred limited partnership units, Series 7 (the “Series 7 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 8 (the “Series 8 Preferred Units”), 8,000,000 cumulative class 4,989,265 Class A Preferred Limited Partnership Units, Series 9 (the “Series 9 Preferred Units”)1, 8,000,000 class 4,989,262 Class A Preferred Limited Partnership Units, Series 10 (the “Series 10 3, 9,986,588 Class A Preferred Units”), 10,000,000 cumulative class Series 5, 11,979,750 Class A preferred limited partnership unitsPreferred Units, Series 7, 7,986,595 Class A Preferred Units, Series 9, 9,936,190 Class A Preferred Units, Series 11 (the “Series 11 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 12 (the “Series 12 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 13 (the “Series 13 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 14 (the “Series 14 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 15 (the “Series 15 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 16 (the “Series 16 Preferred Units”) and an unlimited number of class A Preferred Limited Partnership Units, Series 17 (the “Series 17 Preferred Units”), of which as at February 5, 2021, 274,838,426 limited partnership units, 1 one general partner unit, 2,885,496 Series 5 Preferred Units, 7,000,000 Series 7 Preferred Units, no Series 8 Preferred Units, 8,000,000 Series 9 Preferred Units, no Series 10 Preferred Units, 10,000,000 Series 11 Preferred Units, no Series 12 Preferred Units, 10,000,000 Series 13 Preferred Units, no Series 14 Preferred Units, 7,000,000 Series 15 Preferred Units, no Series 16 Preferred Units and 8,000,000 Series 17 Preferred Units are unit were issued and outstanding as fully-paid and non-assessable units of BIP. As of the Partnership. There date hereof, there are 194,487,939 REUs no issued or outstanding as of February 5Class A Preferred Units, 2021Series 2, Class A Preferred Units, Series 4, Class A Preferred Units, Series 6, Class A Preferred Units, Series 8, Class A Preferred Units, Series 10 or Class A Preferred Units, Series 12. All of the issued and outstanding shares Units, Class A Preferred Units and general partner units in the capital of BEPC and limited partnership units, general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units and Series 17 Preferred Units in the capital of the Partnership BIP have been duly authorized and validly issued and are fully-paid and non-assessable and have been issued in compliance with all applicable U.S. and Canadian laws (except where the failure to do so would not have a Material Adverse Effect), and none of the outstanding shares Units, Class A Preferred Units or general partner units in the capital of BEPC or limited partnership units, general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units or Series 17 Preferred Units in the capital of the Partnership BIP were issued in violation of the pre-emptive or other similar rights of any securityholder of BEPC or the Partnership, as applicable. All dividends, including the dividends on shares and all other securities of BEPC ranking prior to or on a parity with the Exchangeable Shares with respect to the payment of dividends in respect of periods ending on or prior to the date hereof have been declared and paid or set apart for payment, other than the dividend payable on March 31, 2021 to holders of record of class A exchangeable subordinate voting shares of BEPC on February 26, 2021BIP. All distributions, including the distributions on all other securities of the Partnership BIP ranking prior to or on a parity with the Units with respect to the payment of distributions in respect of periods ending on or prior to the date hereof, hereof have been declared and paid or set apart for payment, other than the distribution payable on March 31, 2021 to holders of record of Units on February 26, 2021.

Capitalization; Distributions. The authorized capital of BEPC consists of an unlimited number of class A exchangeable subordinate voting shares, an unlimited number of class B shares, an unlimited number of class C shares, an unlimited number of class A senior preferred shares (issuable in series) and an unlimited number of class B junior preferred shares (issuable in series), of which as at February 5, 2021, 172,181,508 Exchangeable Shares, 165 class B shares and 189,600,000 class C shares were issued and outstanding as fully-paid and non-assessable shares of BEPC. The authorized capital of the Partnership BIP consists of an unlimited number of limited partnership units, an unlimited amount number of Class A preferred limited partnership units and an unlimited number of general partner units. As of January 12, 7,000,000 cumulative class 2021, approximately 295,437,382 limited partnership units; 4,989,265 Class A preferred limited partnership units, Series 1 (the “Series 1 Preferred Units”); 4,989,262 Class A preferred limited partnership units, Series 3 (the “Series 3 Preferred Units”); 9,986,588 Class A preferred limited partnership units, Series 5 (the “Series 5 Preferred Units”), 7,000,000 cumulative class ; 11,979,750 Class A preferred limited partnership units, Series 7 (the “Series 7 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 8 (the “Series 8 Preferred Units”), 8,000,000 cumulative class ; 7,986,595 Class A Preferred Limited Partnership Units, Series 9 (the “Series 9 Preferred Units”), 8,000,000 class A Preferred Limited Partnership Units, Series 10 (the “Series 10 Preferred Units”), 10,000,000 cumulative class ; 9,936,190 Class A preferred limited partnership units, Series 11 (the “Series 11 Preferred Units” and together with the Series 1 Preferred Units, Series 3 Preferred Units, Series 5 Preferred Units, Series 7 Preferred Units and Series 9 Preferred Units, the “Existing Canadian Preferred Units”), 10,000,000 cumulative class ; 8,000,00 Class A preferred limited partnership units, Series 12 (the “Series 12 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 13 (the “Series 13 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 14 (the “Series 14 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 15 (the “Series 15 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 16 (the “Series 16 Preferred Units”) 13; and an unlimited number of class A Preferred Limited Partnership Units, Series 17 (the “Series 17 Preferred Units”), of which as at February 5, 2021, 274,838,426 limited partnership units, 1 one general partner unit, 2,885,496 Series 5 Preferred Units, 7,000,000 Series 7 Preferred Units, no Series 8 Preferred Units, 8,000,000 Series 9 Preferred Units, no Series 10 Preferred Units, 10,000,000 Series 11 Preferred Units, no Series 12 Preferred Units, 10,000,000 Series 13 Preferred Units, no Series 14 Preferred Units, 7,000,000 Series 15 Preferred Units, no Series 16 Preferred Units and 8,000,000 Series 17 Preferred Units are unit were issued and outstanding as fully-paid and non-assessable units of BIP. As of the Partnership. There date hereof, there are 194,487,939 REUs no issued or outstanding as of February 5Class A preferred limited partnership units, 2021Series 2, Class A preferred limited partnership units, Series 4, Class A preferred limited partnership units, Series 6, Class A preferred limited partnership units, Series 8, Class A preferred limited partnership units, Series 10 or Class A preferred limited partnership units, Series 12. All of the issued and outstanding shares limited partnership units, Class A preferred limited partnership units and general partner units in the capital of BEPC and limited partnership units, general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units and Series 17 Preferred Units in the capital of the Partnership BIP have been duly authorized and validly issued and are fully-paid and non-assessable and have been issued in compliance with all applicable U.S. and Canadian laws (except where the failure to do so would not have a Material Adverse Effect), and none of the outstanding shares limited partnership units, Class A preferred limited partnership units or general partner units in the capital of BEPC or limited partnership units, general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units or Series 17 Preferred Units in the capital of the Partnership BIP were issued in violation of the pre-emptive or other similar rights of any securityholder of BEPC or the Partnership, as applicable. All dividends, including the dividends on shares and all other securities of BEPC ranking prior to or on a parity with the Exchangeable Shares with respect to the payment of dividends in respect of periods ending on or prior to the date hereof have been declared and paid or set apart for payment, other than the dividend payable on March 31, 2021 to holders of record of class A exchangeable subordinate voting shares of BEPC on February 26, 2021BIP. All distributions, including the distributions on all other securities of the Partnership BIP ranking prior to or on a parity with the Units with respect to the payment of distributions in respect of periods ending on or prior to the date hereof, hereof have been declared and paid or set apart for payment, other than the distribution payable on March 31, 2021 to holders of record of Units on February 26, 2021.

Capitalization; Distributions. The authorized capital of BEPC consists of an unlimited number of class A exchangeable subordinate voting shares, an unlimited number of class B shares, an unlimited number of class C shares, an unlimited number of class A senior preferred shares (issuable in series) and an unlimited number of class B junior preferred shares (issuable in series), of which as at February 5, 2021, 172,181,508 Exchangeable Shares, 165 class B shares and 189,600,000 class C shares were issued and outstanding as fully-paid and non-assessable shares of BEPC. The authorized capital of the Partnership BIP consists of an unlimited number of limited partnership units, an unlimited amount number of Class A preferred limited partnership units (the “Class A Preferred Units”) and an unlimited number of general partner units. As of the date of this Agreement, 7,000,000 cumulative class approximately 305,267,059 Units (434,324,351 Units assuming the exchange of all redeemable limited partnership units of BILP); 4,989,265 Class A preferred limited partnership units, Series 5 1 (the “Series 5 1 Preferred Units”); 4,989,262 Class A preferred limited partnership units, 7,000,000 cumulative class Series 3 (the “Series 3 Preferred Units”); 11,979,750 Class A preferred limited partnership units, Series 7 (the “Series 7 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 8 (the “Series 8 Preferred Units”), 8,000,000 cumulative class ; 7,986,595 Class A Preferred Limited Partnership Units, Series 9 (the “Series 9 Preferred Units”), 8,000,000 class A Preferred Limited Partnership Units, Series 10 (the “Series 10 Preferred Units”), 10,000,000 cumulative class ; 9,936,190 Class A preferred limited partnership units, Series 11 (the “Series 11 Preferred Units”, and collectively the “Existing Canadian Preferred Units”), 10,000,000 cumulative class ; 8,000,000 Class A preferred limited partnership units, Series 12 (the “Series 12 Preferred Units”), 10,000,000 cumulative class 13; 8,000,000 Class A preferred limited partnership units, Series 13 (the “Series 13 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 14 (the “Series 14 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 15 (the “Series 15 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 16 (the “Series 16 Preferred Units”) 14; and an unlimited number of class A Preferred Limited Partnership Units, Series 17 (the “Series 17 Preferred Units”), of which as at February 5, 2021, 274,838,426 limited partnership units, 1 one general partner unit, 2,885,496 Series 5 Preferred Units, 7,000,000 Series 7 Preferred Units, no Series 8 Preferred Units, 8,000,000 Series 9 Preferred Units, no Series 10 Preferred Units, 10,000,000 Series 11 Preferred Units, no Series 12 Preferred Units, 10,000,000 Series 13 Preferred Units, no Series 14 Preferred Units, 7,000,000 Series 15 Preferred Units, no Series 16 Preferred Units and 8,000,000 Series 17 Preferred Units are unit were issued and outstanding as fully-paid and non-assessable units of BIP. As of the Partnership. There date hereof, there are 194,487,939 REUs no issued or outstanding as of February 5Class A preferred limited partnership units, 2021Series 2, Class A preferred limited partnership units, Series 4, Class A preferred limited partnership units, Series 8, Class A preferred limited partnership units, Series 10 or Class A preferred limited partnership units, Series 12 or Class A preferred limited partnership units, Series 15. All of the issued and outstanding shares limited partnership units, Class A preferred limited partnership units and general partner units in the capital of BEPC and limited partnership units, general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units and Series 17 Preferred Units in the capital of the Partnership BIP have been duly authorized and validly issued and are fully-paid and non-assessable and have been issued in compliance with all applicable U.S. and Canadian laws (except where the failure to do so would not have a Material Adverse Effect), and none of the outstanding shares limited partnership units, Class A preferred limited partnership units or general partner units in the capital of BEPC or limited partnership units, general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units or Series 17 Preferred Units in the capital of the Partnership BIP were issued in violation of the pre-emptive or other similar rights of any securityholder of BEPC or the Partnership, as applicableBIP. All dividendsdistributions, including the dividends distributions on shares and all other securities of BEPC BIP ranking prior to or on a parity with the Exchangeable Shares Securities with respect to the payment of dividends distributions in respect of periods ending on or prior to the date hereof have been declared and paid or set apart for payment, other than the dividend payable on March 31, 2021 to holders of record of class A exchangeable subordinate voting shares of BEPC on February 26, 2021. All distributions, including the distributions on all other securities of the Partnership ranking prior to or on a parity with the Units with respect to the payment of distributions in respect of periods ending on or prior to the date hereof, have been declared and paid or set apart for payment, other than the distribution payable on March 31, 2021 to holders of record of Units on February 26, 2021.

Capitalization; Distributions. The authorized capital of BEPC BIPC consists of an unlimited number of Exchangeable Shares, an unlimited number of class A exchangeable subordinate B multiple voting shares, an unlimited number of class B shares, an unlimited number of class C non-voting shares, an unlimited number of class A senior preferred shares (issuable in series) and an unlimited number of class B junior preferred shares (issuable in series), of which as at February 5November 9, 2021, 172,181,508 71,197,301 Exchangeable Shares, 165 one class B shares multiple voting share and 189,600,000 1,402,451 class C non-voting shares were issued and outstanding as fully-paid and non-assessable shares of BEPCBIPC. The authorized capital of the Partnership consists of an unlimited number of limited partnership unitsUnits, an unlimited amount number of general partner units, 7,000,000 cumulative class A preferred limited partnership units, Series 5 (the “Series 5 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 7 (the “Series 7 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 8 (the “Series 8 Preferred Units”), 8,000,000 cumulative class Class A Preferred Limited Partnership Units, Series 9 (the “Series 9 Preferred Units”), 8,000,000 class A Preferred Limited Partnership Units, Series 10 (the “Series 10 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 11 (the “Series 11 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 12 (the “Series 12 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 13 (the “Series 13 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 14 (the “Series 14 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 15 (the “Series 15 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 16 (the “Series 16 Preferred Units”) Units and an unlimited number of class general partner units. As of November 9, 2021, approximately 295,710,251 Units (417,663,243 Units assuming the exchange of all RPUs), 4,989,265 Class A Preferred Limited Partnership Units, Series 17 (the “Series 17 Preferred Units”)1, of which as at February 5, 2021, 274,838,426 limited partnership units, 1 general partner unit, 2,885,496 Series 5 4,989,262 Class A Preferred Units, 7,000,000 Series 7 3, 11,979,750 Class A Preferred Units, no Series 8 7, 7,986,595 Class A Preferred Units, 8,000,000 Series 9 9, 9,936,190 Class A Preferred Units, no Series 10 11, 8,000,000 Class A Preferred Units, 10,000,000 Series 11 13, 8,000,000 Class A Preferred Units, no Series 12 Preferred Units, 10,000,000 Series 13 Preferred Units, no Series 14 Preferred Units, 7,000,000 Series 15 Preferred Units, no Series 16 Preferred Units and 8,000,000 Series 17 Preferred Units are one general partner unit were issued and outstanding as fully-paid and non-assessable units of the Partnership. There As of the date hereof, there are 194,487,939 REUs no issued or outstanding as of February 5Class A Preferred Units, 2021Series 2, Class A Preferred Units, Series 4, Class A Preferred Units, Series 8, Class A Preferred Units, Series 10, Class A Preferred Units, Series 12 or Class A Preferred Units, Series 15. All of the issued and outstanding shares in the capital of BEPC BIPC and limited partnership units, general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Class A Preferred Units and Series 17 Preferred Units general partner units in the capital of the Partnership have been duly authorized and validly issued and are fully-paid and non-assessable and have been issued in compliance with all applicable U.S. and Canadian laws (except where the failure to do so would not have a Material Adverse Effect), and none of the outstanding shares in the capital of BEPC or limited partnership units, general partner units, Series 5 Preferred BIPC and Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Class A Preferred Units or Series 17 Preferred Units general partner units in the capital of the Partnership were issued in violation of the pre-emptive or other similar rights of any securityholder of BEPC BIPC or the Partnership, as applicable. All dividends, including the dividends on shares and all other securities of BEPC BIPC ranking prior to or on a parity with the Exchangeable Shares with respect to the payment of dividends in respect of periods ending on or prior to the date hereof have been declared and paid or set apart for payment, other than the dividend payable on March 31, 2021 to holders of record of class A exchangeable subordinate voting shares of BEPC on February 26, 2021. All distributions, including the distributions on all other securities of the Partnership ranking prior to or on a parity with the Units with respect to the payment of distributions in respect of periods ending on or prior to the date hereof, hereof have been declared and paid or set apart for payment, other than the distribution payable on March 31, 2021 to holders of record of Units on February 26, 2021.

Capitalization; Distributions. The authorized capital of BEPC BIP consists of an unlimited number of class A exchangeable subordinate voting sharesUnits, an unlimited number of class B shares, an unlimited number of class C shares, an unlimited number of class Class A senior preferred shares (issuable in series) Preferred Units and an unlimited number of class B junior preferred shares (issuable in series), general partner units. As of which as at February 5November 9, 2021, 172,181,508 Exchangeable Shares, 165 class B shares and 189,600,000 class C shares were issued and outstanding as fully-paid and non-assessable shares approximately 295,710,251 Units (417,663,243 Units assuming the exchange of BEPC. The authorized capital of the Partnership consists of an unlimited number of limited partnership units, an unlimited amount of general partner units, 7,000,000 cumulative class A preferred limited partnership units, Series 5 (the “Series 5 Preferred Units”all RPUs), 7,000,000 cumulative class A preferred limited partnership units, Series 7 (the “Series 7 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 8 (the “Series 8 Preferred Units”), 8,000,000 cumulative class 4,989,265 Class A Preferred Limited Partnership Units, Series 9 (the “Series 9 Preferred Units”)1, 8,000,000 class 4,989,262 Class A Preferred Limited Partnership Units, Series 10 (the “Series 10 3, 11,979,750 Class A Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 11 (the “Series 11 7, 7,986,595 Class A Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 12 (the “Series 12 9, 9,936,190 Class A Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 13 (the “Series 13 11, 8,000,000 Class A Preferred Units”), 10,000,000 cumulative class Series 13, 8,000,000 Class A preferred limited partnership unitsPreferred Units, Series 14 (the “Series 14 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 15 (the “Series 15 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 16 (the “Series 16 Preferred Units”) and an unlimited number of class A Preferred Limited Partnership Units, Series 17 (the “Series 17 Preferred Units”), of which as at February 5, 2021, 274,838,426 limited partnership units, 1 one general partner unit, 2,885,496 Series 5 Preferred Units, 7,000,000 Series 7 Preferred Units, no Series 8 Preferred Units, 8,000,000 Series 9 Preferred Units, no Series 10 Preferred Units, 10,000,000 Series 11 Preferred Units, no Series 12 Preferred Units, 10,000,000 Series 13 Preferred Units, no Series 14 Preferred Units, 7,000,000 Series 15 Preferred Units, no Series 16 Preferred Units and 8,000,000 Series 17 Preferred Units are unit were issued and outstanding as fully-paid and non-assessable units of BIP. As of the Partnership. There date hereof, there are 194,487,939 REUs no issued or outstanding as of February 5Class A Preferred Units, 2021Series 2, Class A Preferred Units, Series 4, Class A Preferred Units, Series 8, Class A Preferred Units, Series 10, Class A Preferred Units, Series 12 or Class A Preferred Units, Series 15. All of the issued and outstanding shares Units, Class A Preferred Units and general partner units in the capital of BEPC and limited partnership units, general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units and Series 17 Preferred Units in the capital of the Partnership BIP have been duly authorized and validly issued and are fully-paid and non-assessable and have been issued in compliance with all applicable U.S. and Canadian laws (except where the failure to do so would not have a Material Adverse Effect), and none of the outstanding shares Units, Class A Preferred Units or general partner units in the capital of BEPC or limited partnership units, general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units or Series 17 Preferred Units in the capital of the Partnership BIP were issued in violation of the pre-emptive or other similar rights of any securityholder of BEPC or the Partnership, as applicable. All dividends, including the dividends on shares and all other securities of BEPC ranking prior to or on a parity with the Exchangeable Shares with respect to the payment of dividends in respect of periods ending on or prior to the date hereof have been declared and paid or set apart for payment, other than the dividend payable on March 31, 2021 to holders of record of class A exchangeable subordinate voting shares of BEPC on February 26, 2021BIP. All distributions, including the distributions on all other securities of the Partnership BIP ranking prior to or on a parity with the Units with respect to the payment of distributions in respect of periods ending on or prior to the date hereof, hereof have been declared and paid or set apart for payment, other than the distribution payable on March 31, 2021 to holders of record of Units on February 26, 2021.

Capitalization; Distributions. The authorized capital of BEPC consists of an unlimited number of class A exchangeable subordinate voting shares, an unlimited number of class B shares, an unlimited number of class C shares, an unlimited number of class A senior preferred shares (issuable in series) and an unlimited number of class B junior preferred shares (issuable in series), of which as at February 5, 2021, 172,181,508 Exchangeable Shares, 165 class B shares and 189,600,000 class C shares were issued and outstanding as fully-paid and non-assessable shares of BEPC. The authorized capital of the Partnership BIP consists of an unlimited number of limited partnership units, an unlimited amount number of Class A preferred limited partnership units and an unlimited number of general partner units. As of September 14, 7,000,000 cumulative class 2020, approximately 295,279,418 limited partnership units, 4,989,265 Class A preferred limited partnership units, Series 5 (the “Series 5 Preferred Units”)1, 7,000,000 cumulative class 4,989,262 Class A preferred limited partnership units, Series 7 (the “Series 7 Preferred Units”)3, 7,000,000 cumulative class 9,986,588 Class A preferred limited partnership units, Series 8 (the “5, 11,979,750 Class A preferred limited partnership units, Series 8 Preferred Units”)7, 8,000,000 cumulative class 7,986,595 Class A Preferred Limited Partnership Units, Series 9 (the “Series 9 Preferred Units”)9, 8,000,000 class A Preferred Limited Partnership Units, Series 10 (the “Series 10 Preferred Units”), 10,000,000 cumulative class 9,936,190 Class A preferred limited partnership units, Series 11 (the “Series 11 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 12 (the “Series 12 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 13 (the “Series 13 Preferred Units”), 10,000,000 cumulative class A preferred limited partnership units, Series 14 (the “Series 14 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 15 (the “Series 15 Preferred Units”), 7,000,000 cumulative class A preferred limited partnership units, Series 16 (the “Series 16 Preferred Units”) and an unlimited number of class A Preferred Limited Partnership Units, Series 17 (the “Series 17 Preferred Units”), of which as at February 5, 2021, 274,838,426 limited partnership units, 1 one general partner unit, 2,885,496 Series 5 Preferred Units, 7,000,000 Series 7 Preferred Units, no Series 8 Preferred Units, 8,000,000 Series 9 Preferred Units, no Series 10 Preferred Units, 10,000,000 Series 11 Preferred Units, no Series 12 Preferred Units, 10,000,000 Series 13 Preferred Units, no Series 14 Preferred Units, 7,000,000 Series 15 Preferred Units, no Series 16 Preferred Units and 8,000,000 Series 17 Preferred Units are unit were issued and outstanding as fully-paid and non-assessable units of BIP. As of the Partnership. There date hereof, there are 194,487,939 REUs no issued or outstanding as of February 5Class A preferred limited partnership units, 2021Series 2, Class A preferred limited partnership units, Series 4, Class A preferred limited partnership units, Series 6, Class A preferred limited partnership units, Series 8, Class A preferred limited partnership units, Series 10 or Class A preferred limited partnership units, Series 12. All of the issued and outstanding shares limited partnership units, Class A preferred limited partnership units and general partner units in the capital of BEPC and limited partnership units, general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units and Series 17 Preferred Units in the capital of the Partnership BIP have been duly authorized and validly issued and are fully-paid and non-assessable and have been issued in compliance with all applicable U.S. and Canadian laws (except where the failure to do so would not have a Material Adverse Effect), and none of the outstanding shares limited partnership units, Class A preferred limited partnership units or general partner units in the capital of BEPC or limited partnership units, general partner units, Series 5 Preferred Units, Series 7 Preferred Units, Series 9 Preferred Units, Series 11 Preferred Units, Series 13 Preferred Units, Series 15 Preferred Units or Series 17 Preferred Units in the capital of the Partnership BIP were issued in violation of the pre-emptive or other similar rights of any securityholder of BEPC or the Partnership, as applicable. All dividends, including the dividends on shares and all other securities of BEPC ranking prior to or on a parity with the Exchangeable Shares with respect to the payment of dividends in respect of periods ending on or prior to the date hereof have been declared and paid or set apart for payment, other than the dividend payable on March 31, 2021 to holders of record of class A exchangeable subordinate voting shares of BEPC on February 26, 2021BIP. All distributions, including the distributions on all other securities of the Partnership BIP ranking prior to or on a parity with the Units with respect to the payment of distributions in respect of periods ending on or prior to the date hereof, hereof have been declared and paid or set apart for payment, other than the distribution payable on March 31, 2021 to holders of record of Units on February 26, 2021.