Common use of Termination of Guarantee Clause in Contracts

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction of the following: (i) either (A) all of the outstanding Senior Preferred Shares shall have been purchased and cancelled; and/or (B) all of the outstanding Senior Preferred Shares shall have been redeemed; and (ii) all other sums payable by the Corporation in respect of the Senior Preferred Share Obligations have been paid. The Guarantor shall notify the Security Trustee in writing that the requirements set out in Sections 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof. (b) This Guarantee shall terminate automatically upon the occurrence of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guarantor shall notify the Security Trustee in writing of the occurrence of either of the events under this Section 4.1(b) and the termination of this Guarantee as a result thereof. (c) All of the rights, obligations and liabilities of the Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional Guarantor immediately prior to such conveyance, distribution or transfer. (d) Upon termination of this Guarantee the Security Trustee shall, upon request of the Guarantor, provide to the Guarantor written documentation acknowledging the termination of this Guarantee.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction of the following: (i) either (A) all of the outstanding Senior Guaranteed Class A Preferred Shares LP Units shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Guaranteed Class A Preferred Shares LP Units shall have been redeemed; and (ii) all other sums payable by the Corporation Partnership in respect of the Senior Class A Preferred Share LP Unit Obligations have been paid. The Guarantor shall notify the Security Trustee in writing that the requirements set out in Sections 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof. (b) This Guarantee shall terminate automatically upon the occurrence of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP the Partnership or Brookfield Renewable Energy L.P. The Guarantor shall notify the Security Trustee in writing of the occurrence of either of the events under this Section 4.1(b) and the termination of this Guarantee as a result thereof. (c) At any time following the termination of all of the BRP Equity Preferred Share Guarantee Obligations of the Guarantor, provided that an officer of the Partnership certifies to the Security Trustee that no default then exists of any of the Guaranteed Obligations, the Guarantor shall be entitled to request in writing to the Security Trustee that it be fully and unconditionally released from all of its rights, obligations and liabilities under this Guarantee. Upon the delivery of any such written request to the Security Trustee by the Guarantor pursuant to the foregoing sentence, the Guarantor shall, without any further action in respect thereto, be deemed to have been irrevocably and unconditionally released of all its rights, obligations and liabilities under this Guarantee and will cease to be the Guarantor for purposes of this Guarantee. (d) All of the rights, obligations and liabilities of the Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the Guarantor’s properties, securities and assets to the Corporation Partnership or a Person that is an Additional Guarantor immediately prior to such conveyance, distribution or transfer. (de) Upon termination of this Guarantee Guarantee, the Security Trustee shall, upon request of the Guarantor, provide to the Guarantor written documentation acknowledging the termination of this Guarantee.

Termination of Guarantee. (a) This Guarantee shall terminate upon and be released, and the satisfaction obligations of the following: (i) either (A) all Guarantor under this Guarantee shall cease to exist, with respect to a particular series of Securities, upon payment in full of the outstanding Senior Preferred Shares shall have been purchased and cancelled; and/or (B) all Obligations with respect to such series of the outstanding Senior Preferred Shares shall have been redeemed; and (ii) all other sums payable by the Corporation in respect of the Senior Preferred Share Obligations have been paid. The Guarantor shall notify the Security Trustee in writing that the requirements set out in Sections 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereofSecurities. (b) This Unless earlier terminated and released pursuant to Section 3(a), this Guarantee shall automatically and unconditionally terminate and be released, and all obligations of the Guarantor under this Guarantee shall automatically cease to exist, without any further action or consent from the Trustee, any Holder of Securities or any other Person (as defined in the Indenture), upon the occurrence earlier to occur of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity separation of an Additional Guarantor; or (ii) the Issuer from the Guarantor becomes a wholly-owned subsidiary entity and the distribution by the Issuer of BEP or Brookfield Renewable Energy L.P. The Guarantor shall notify the Security Trustee in writing all of the occurrence Issuer’s issued and outstanding shares of either of common stock to the events under this Section 4.1(b) and the termination of this Guarantee as a result thereof. (c) All of the rights, obligations and liabilities of the Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all holders of the Guarantor’s propertiescommon stock (provided that fractional shares that holders of the Guarantor would otherwise have been entitled to receive will be aggregated into whole shares and sold in the public market by the Guarantor’s distribution agent, securities and assets provided further that certain benefit plans held or sponsored by the Guarantor may hold shares of the Guarantor and as a result may receive and hold certain shares of the Issuer immediately following the separation and distribution) (the “Separation and Distribution”) or (ii) with respect to any series of Securities, the Corporation consummation of a satisfaction and discharge, a legal defeasance or a Person that is an Additional Guarantor immediately prior covenant defeasance relating to such conveyanceseries of Securities in accordance with the provisions of the Indenture or otherwise in accordance with the provisions of the Indenture. The Trustee and each Holder of the Securities shall be deemed to consent to such termination and release, distribution without any action on the part of the Trustee or transfer. (d) Upon any Holder of the Securities or any other Person, upon the Separation and Distribution, satisfaction and discharge, legal defeasance, or covenant defeasance, as applicable. The Trustee shall be notified by the Issuer or Guarantor to such termination and release of this the Guarantee upon the Security Separation and Distribution, satisfaction and discharge, legal defeasance, or covenant defeasance, as applicable. The Trustee shall, upon request of at the Guarantor’s request and expense, provide as soon as practicable execute and deliver to the Guarantor written documentation acknowledging any documents that the Guarantor shall reasonably request to evidence such termination of this Guaranteeand release.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Series 11 Preferred Shares LP Units and Series 12 Preferred LP Units shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Series 11 Preferred Shares LP Units and Series 12 Preferred LP Units shall have been redeemed, and, in each case, all amounts payable on the Series 11 Preferred LP Units, including all accrued and unpaid distributions, shall have been paid in full by the Partnership and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation Partnership in respect of the Senior Series 11 Preferred Share LP Unit Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This At any time following the termination of all of the BRP Equity Preferred Share Guarantee shall terminate automatically upon Obligations of a Guarantor, provided that an officer of the occurrence Partnership certifies to the Security Trustee that no default then exists of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guaranteed Obligations, such Guarantor shall notify be entitled to request in writing to the Security Trustee in writing that it be fully and unconditionally released from all of the occurrence of either of the events its rights, obligations and liabilities under this Section 4.1(b) Guarantee. Upon the delivery of any such written request to the Security Trustee by a Guarantor pursuant to the foregoing sentence, such Guarantor shall, without any further action in respect thereto, be deemed to have been irrevocably and the termination unconditionally released of all its rights, obligations and liabilities under this Guarantee and will cease to be a Guarantor for purposes of this Guarantee as a result thereofGuarantee. (c) All of the rights, obligations and liabilities of the any Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional has assumed the obligations of such Guarantor immediately prior pursuant to such conveyance, distribution or transferArticle 7. (d) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee Guarantee, the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Preferred Series 5 Shares shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Preferred Series 5 Shares shall have been redeemed, and, in each case, all amounts payable on the Series 5 Shares, including all accrued and unpaid dividends, shall have been paid in full by the Corporation and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation in respect of the Senior Preferred Series 5 Share Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This Guarantee shall terminate automatically upon the occurrence of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guarantor shall notify the Security Trustee in writing of the occurrence of either of the events under this Section 4.1(b) and the termination of this Guarantee as a result thereof. (c) All of the rights, obligations and liabilities of the a Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution distribution, transfer or transfer lease (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional a Guarantor immediately prior to such conveyance, distribution distribution, transfer or transferlease. (dc) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Preferred Series 3 Shares and Series 4 Shares shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Preferred Series 3 Shares and Series 4 Shares shall have been redeemed, and, in each case, all amounts payable on the Series 4 Shares, including all accrued and unpaid dividends, shall have been paid in full by the Corporation and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation in respect of the Senior Preferred Series 4 Share Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This Guarantee shall terminate automatically upon the occurrence of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guarantor shall notify the Security Trustee in writing of the occurrence of either of the events under this Section 4.1(b) and the termination of this Guarantee as a result thereof. (c) All of the rights, obligations and liabilities of the a Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution distribution, transfer or transfer lease (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional a Guarantor immediately prior to such conveyance, distribution distribution, transfer or transferlease. (dc) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Series 9 Preferred Shares LP Units and Series 10 Preferred LP Units shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Series 9 Preferred Shares LP Units and Series 10 Preferred LP Units shall have been redeemed, and, in each case, all amounts payable on the Series 9 Preferred LP Units, including all accrued and unpaid distributions, shall have been paid in full by the Partnership and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation Partnership in respect of the Senior Series 9 Preferred Share LP Unit Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This At any time following the termination of all of the BRP Equity Preferred Share Guarantee shall terminate automatically upon Obligations of a Guarantor, provided that an officer of the occurrence Partnership certifies to the Security Trustee that no default then exists of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guaranteed Obligations, such Guarantor shall notify be entitled to request in writing to the Security Trustee in writing that it be fully and unconditionally released from all of the occurrence of either of the events its rights, obligations and liabilities under this Section 4.1(b) Guarantee. Upon the delivery of any such written request to the Security Trustee by a Guarantor pursuant to the foregoing sentence, such Guarantor shall, without any further action in respect thereto, be deemed to have been irrevocably and the termination unconditionally released of all its rights, obligations and liabilities under this Guarantee and will cease to be a Guarantor for purposes of this Guarantee as a result thereofGuarantee. (c) All of the rights, obligations and liabilities of the any Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional has assumed the obligations of such Guarantor immediately prior pursuant to such conveyance, distribution or transferArticle 7. (d) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee Guarantee, the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Series 15 Preferred Shares LP Units and Series 16 Preferred LP Units shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Series 15 Preferred Shares LP Units and Series 16 Preferred LP Units shall have been redeemed, and, in each case, all amounts payable on the Series 15 Preferred LP Units, including all accrued and unpaid distributions, shall have been paid in full by the Partnership and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation Partnership in respect of the Senior Series 15 Preferred Share LP Unit Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This At any time following the termination of all of the BRP Equity Preferred Share Guarantee shall terminate automatically upon Obligations of a Guarantor, provided that an officer of the occurrence Partnership certifies to the Security Trustee that no default then exists of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guaranteed Obligations, such Guarantor shall notify be entitled to request in writing to the Security Trustee in writing that it be fully and unconditionally released from all of the occurrence of either of the events its rights, obligations and liabilities under this Section 4.1(b) Guarantee. Upon the delivery of any such written request to the Security Trustee by a Guarantor pursuant to the foregoing sentence, such Guarantor shall, without any further action in respect thereto, be deemed to have been irrevocably and the termination unconditionally released of all its rights, obligations and liabilities under this Guarantee and will cease to be a Guarantor for purposes of this Guarantee as a result thereofGuarantee. (c) All of the rights, obligations and liabilities of the any Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional has assumed the obligations of such Guarantor immediately prior pursuant to such conveyance, distribution or transferArticle 7. (d) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee Guarantee, the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Preferred Series 3 Shares and Series 4 Shares shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Preferred Series 3 Shares and Series 4 Shares shall have been redeemed, and, in each case, all amounts payable on the Series 3 Shares, including all accrued and unpaid dividends, shall have been paid in full by the Corporation and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation in respect of the Senior Preferred Series 3 Share Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This Guarantee shall terminate automatically upon the occurrence of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guarantor shall notify the Security Trustee in writing of the occurrence of either of the events under this Section 4.1(b) and the termination of this Guarantee as a result thereof. (c) All of the rights, obligations and liabilities of the a Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution distribution, transfer or transfer lease (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional a Guarantor immediately prior to such conveyance, distribution distribution, transfer or transferlease. (dc) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Series 16 Preferred Shares LP Units and Series 15 Preferred LP Units shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Series 16 Preferred Shares LP Units and Series 15 Preferred LP Units shall have been redeemed, and, in each case, all amounts payable on the Series 16 Preferred LP Units, including all accrued and unpaid distributions, shall have been paid in full by the Partnership and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation Partnership in respect of the Senior Series 16 Preferred Share LP Unit Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This At any time following the termination of all of the BRP Equity Preferred Share Guarantee shall terminate automatically upon Obligations of a Guarantor, provided that an officer of the occurrence Partnership certifies to the Security Trustee that no default then exists of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guaranteed Obligations, such Guarantor shall notify be entitled to request in writing to the Security Trustee in writing that it be fully and unconditionally released from all of the occurrence of either of the events its rights, obligations and liabilities under this Section 4.1(b) Guarantee. Upon the delivery of any such written request to the Security Trustee by a Guarantor pursuant to the foregoing sentence, such Guarantor shall, without any further action in respect thereto, be deemed to have been irrevocably and the termination unconditionally released of all its rights, obligations and liabilities under this Guarantee and will cease to be a Guarantor for purposes of this Guarantee as a result thereofGuarantee. (c) All of the rights, obligations and liabilities of the any Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional has assumed the obligations of such Guarantor immediately prior pursuant to such conveyance, distribution or transferArticle 7. (d) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee Guarantee, the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Series 5 Preferred Shares LP Units shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Series 5 Preferred Shares LP Units shall have been redeemed, and, in each case, all amounts payable on the Series 5 Preferred LP Units, including all accrued and unpaid distributions, shall have been paid in full by BREP and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation BREP in respect of the Senior Series 5 Preferred Share LP Unit Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This At any time following the termination of all of the BRP Equity Preferred Share Guarantee shall terminate automatically upon Obligations of a Guarantor, provided that an officer of BREP certifies to the occurrence Security Trustee that no default then exists of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guaranteed Obligations, such Guarantor shall notify be entitled to request in writing to the Security Trustee in writing that it be fully and unconditionally released from all of the occurrence of either of the events its rights, obligations and liabilities under this Section 4.1(b) Guarantee. Upon the delivery of any such written request to the Security Trustee by a Guarantor pursuant to the foregoing sentence, such Guarantor shall, without any further action in respect thereto, be deemed to have been irrevocably and the termination unconditionally released of all its rights, obligations and liabilities under this Guarantee and will cease to be a Guarantor for purposes of this Guarantee as a result thereofGuarantee. (c) All of the rights, obligations and liabilities of the any Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional has assumed the obligations of such Guarantor immediately prior pursuant to such conveyance, distribution or transferArticle 7. (d) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate continue in full force and in effect and remain binding upon the satisfaction of the following: (i) either (A) all of the outstanding Senior Preferred Shares shall have been purchased and cancelled; and/or (B) all of the outstanding Senior Preferred Shares shall have been redeemed; and (ii) all other sums payable by the Corporation in respect of the Senior Preferred Share Obligations have been paid. The Guarantor shall notify the Security Trustee in writing that the requirements set out in Sections 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof. (b) This Guarantee shall terminate automatically upon the occurrence of any Parent, unless one of the following eventsacts shall occur: (i) A. More than fifty percent of the Guarantor becomes a wholly-owned subsidiary stock of Subsidiary shall be purchased by another entity whose financial quality shall be officially recognized by some form of an Additional GuarantorNational Rating Agency to be equal to or greater than that of Parent. At which time after such purchaser acknowledges in writing, its guarantee of all such duties or obligations, and after written notice of such sale and assumption of obligations by such purchaser have been made with all departments of insurance in which Subsidiary shall conduct business, whereupon Parent shall thereafter be relieved of all obligations under said Guarantee whether such obligations occurred before or after the sale of such stock; or (ii) the Guarantor becomes B. Said Subsidiary itself shall be recognized by some National Rating Agency to have financial quality equal to or greater than Parent. Parent shall thereafter, be permitted to file a wholly-owned subsidiary entity written notice with each department of BEP insurance in which Subsidiary conducts business, together with a copy of such rating, after which Parent shall thereafter be discharged of all duties or Brookfield Renewable Energy L.P. The Guarantor obligations under said Guarantee regardless of whether such obligations occurred before or after Subsidiary shall notify the Security Trustee in writing have received such rating. AMERITAS LIFE INSURANCE CORP. AMERITAS VARIABLE LIFE INSURANCE COMPANY /s/ Jon C. Headrick /x/ Xxxx X. Xxner ________________________________ _____________________________ Senior Vice President- Chairman of the occurrence of either Board and Investments and Treasurer Chief Executive Officer GUARANTEE AGREEMENT THIS GUARANTEE AGREEMENT (the "Guarantee") dated as of the events under this Section 4.1(b) and ________ day of ________, 20_____, by AMAL Corporation, a Nebraska corporation ("AMAL"), for the termination benefit of this Guarantee as Ameritas Variable Life Insurance Company, a result thereofNebraska life insurance corporation ("AVLIC"). (c) All of the rights, obligations and liabilities of the Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional Guarantor immediately prior to such conveyance, distribution or transfer. (d) Upon termination of this Guarantee the Security Trustee shall, upon request of the Guarantor, provide to the Guarantor written documentation acknowledging the termination of this Guarantee.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Series 10 Preferred Shares LP Units and Series 9 Preferred LP Units shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Series 10 Preferred Shares LP Units and Series 9 Preferred LP Units shall have been redeemed, and, in each case, all amounts payable on the Series 10 Preferred LP Units, including all accrued and unpaid distributions, shall have been paid in full by the Partnership and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation Partnership in respect of the Senior Series 10 Preferred Share LP Unit Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This At any time following the termination of all of the BRP Equity Preferred Share Guarantee shall terminate automatically upon Obligations of a Guarantor, provided that an officer of the occurrence Partnership certifies to the Security Trustee that no default then exists of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guaranteed Obligations, such Guarantor shall notify be entitled to request in writing to the Security Trustee in writing that it be fully and unconditionally released from all of the occurrence of either of the events its rights, obligations and liabilities under this Section 4.1(b) Guarantee. Upon the delivery of any such written request to the Security Trustee by a Guarantor pursuant to the foregoing sentence, such Guarantor shall, without any further action in respect thereto, be deemed to have been irrevocably and the termination unconditionally released of all its rights, obligations and liabilities under this Guarantee and will cease to be a Guarantor for purposes of this Guarantee as a result thereofGuarantee. (c) All of the rights, obligations and liabilities of the any Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional has assumed the obligations of such Guarantor immediately prior pursuant to such conveyance, distribution or transferArticle 7. (d) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee Guarantee, the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Series 14 Preferred Shares LP Units and Series 13 Preferred LP Units shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Series 14 Preferred Shares LP Units and Series 13 Preferred LP Units shall have been redeemed, and, in each case, all amounts payable on the Series 14 Preferred LP Units, including all accrued and unpaid distributions, shall have been paid in full by the Partnership and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation Partnership in respect of the Senior Series 14 Preferred Share LP Unit Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This At any time following the termination of all of the BRP Equity Preferred Share Guarantee shall terminate automatically upon Obligations of a Guarantor, provided that an officer of the occurrence Partnership certifies to the Security Trustee that no default then exists of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guaranteed Obligations, such Guarantor shall notify be entitled to request in writing to the Security Trustee in writing that it be fully and unconditionally released from all of the occurrence of either of the events its rights, obligations and liabilities under this Section 4.1(b) Guarantee. Upon the delivery of any such written request to the Security Trustee by a Guarantor pursuant to the foregoing sentence, such Guarantor shall, without any further action in respect thereto, be deemed to have been irrevocably and the termination unconditionally released of all its rights, obligations and liabilities under this Guarantee and will cease to be a Guarantor for purposes of this Guarantee as a result thereofGuarantee. (c) All of the rights, obligations and liabilities of the any Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional has assumed the obligations of such Guarantor immediately prior pursuant to such conveyance, distribution or transferArticle 7. (d) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee Guarantee, the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction of the following: (i) either (A) all of the outstanding Senior Preferred Shares shall have been purchased and cancelled; and/or (B) all of the outstanding Senior Preferred Shares shall have been redeemed, and, in each case, all amounts payable on the Senior Preferred Shares, including all accrued and unpaid dividends, shall have been paid in full; and (ii) all other sums payable by the Corporation in respect of the Senior Preferred Share Obligations have been paid. The Guarantor shall notify the Security Trustee in writing that the requirements set out in Sections 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereofsatisfied. (b) This Guarantee shall terminate automatically upon the occurrence of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP BIP or Brookfield Renewable Energy Infrastructure L.P. The Guarantor shall notify the Security Trustee in writing of the occurrence of either of the events under this Section 4.1(b) and the termination of this Guarantee as a result thereof. (c) All of the rights, obligations and liabilities of the Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional has assumed the obligations of the Guarantor immediately prior pursuant to such conveyance, distribution or transferArticle 7. (d) Upon any termination of this Guarantee the Security Trustee shall, upon request of the Guarantor, provide to the Guarantor written documentation acknowledging the termination of this Guarantee. Notwithstanding the termination of this Guarantee, the obligations of the Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction of the following: (i) either (A) all of the outstanding Senior Preferred Shares shall have been purchased and cancelled; and/or (B) all of the outstanding Senior Preferred Shares shall have been redeemed, and, in each case, all amounts payable on the Senior Preferred Shares, including all accrued and unpaid dividends, shall have been paid in full; and (ii) all other sums payable by the Corporation in respect of the Senior Preferred Share Obligations have been paid. The Guarantor shall notify the Security Trustee in writing that the requirements set out in Sections 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereofsatisfied. (b) This Guarantee shall terminate automatically upon the occurrence of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP BIP or Brookfield Renewable Energy Infrastructure L.P. The Guarantor shall notify the Security Trustee in writing of the occurrence of either of the events under this Section 4.1(b) and the termination of this Guarantee as a result thereof. (c) All of the rights, obligations and liabilities of the Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the Guarantor’s 's properties, securities and assets to the Corporation or a Person that is an Additional has assumed the obligations of the Guarantor immediately prior pursuant to such conveyance, distribution or transferArticle 7. (d) Upon any termination of this Guarantee the Security Trustee shall, upon request of the Guarantor, provide to the Guarantor written documentation acknowledging the termination of this Guarantee. Notwithstanding the termination of this Guarantee, the obligations of the Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Preferred Series 1 Shares and Series 2 Shares shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Preferred Series 1 Shares and Series 2 Shares shall have been redeemed, and, in each case, all amounts payable on the Series 1 Shares, including all accrued and unpaid dividends, shall have been paid in full by the Corporation and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation in respect of the Senior Preferred Series 1 Share Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This Guarantee shall terminate automatically upon the occurrence of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guarantor shall notify the Security Trustee in writing of the occurrence of either of the events under this Section 4.1(b) and the termination of this Guarantee as a result thereof. (c) All of the rights, obligations and liabilities of the a Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution distribution, transfer or transfer lease (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional a Guarantor immediately prior to such conveyance, distribution distribution, transfer or transferlease. (dc) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Series 13 Preferred Shares LP Units and Series 14 Preferred LP Units shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Series 13 Preferred Shares LP Units and Series 14 Preferred LP Units shall have been redeemed, and, in each case, all amounts payable on the Series 13 Preferred LP Units, including all accrued and unpaid distributions, shall have been paid in full by the Partnership and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation Partnership in respect of the Senior Series 13 Preferred Share LP Unit Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This At any time following the termination of all of the BRP Equity Preferred Share Guarantee shall terminate automatically upon Obligations of a Guarantor, provided that an officer of the occurrence Partnership certifies to the Security Trustee that no default then exists of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guaranteed Obligations, such Guarantor shall notify be entitled to request in writing to the Security Trustee in writing that it be fully and unconditionally released from all of the occurrence of either of the events its rights, obligations and liabilities under this Section 4.1(b) Guarantee. Upon the delivery of any such written request to the Security Trustee by a Guarantor pursuant to the foregoing sentence, such Guarantor shall, without any further action in respect thereto, be deemed to have been irrevocably and the termination unconditionally released of all its rights, obligations and liabilities under this Guarantee and will cease to be a Guarantor for purposes of this Guarantee as a result thereofGuarantee. (c) All of the rights, obligations and liabilities of the any Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional has assumed the obligations of such Guarantor immediately prior pursuant to such conveyance, distribution or transferArticle 7. (d) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee Guarantee, the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Series 12 Preferred Shares LP Units and Series 11 Preferred LP Units shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Series 12 Preferred Shares LP Units and Series 11 Preferred LP Units shall have been redeemed, and, in each case, all amounts payable on the Series 12 Preferred LP Units, including all accrued and unpaid distributions, shall have been paid in full by the Partnership and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation Partnership in respect of the Senior Series 12 Preferred Share LP Unit Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This At any time following the termination of all of the BRP Equity Preferred Share Guarantee shall terminate automatically upon Obligations of a Guarantor, provided that an officer of the occurrence Partnership certifies to the Security Trustee that no default then exists of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guaranteed Obligations, such Guarantor shall notify be entitled to request in writing to the Security Trustee in writing that it be fully and unconditionally released from all of the occurrence of either of the events its rights, obligations and liabilities under this Section 4.1(b) Guarantee. Upon the delivery of any such written request to the Security Trustee by a Guarantor pursuant to the foregoing sentence, such Guarantor shall, without any further action in respect thereto, be deemed to have been irrevocably and the termination unconditionally released of all its rights, obligations and liabilities under this Guarantee and will cease to be a Guarantor for purposes of this Guarantee as a result thereofGuarantee. (c) All of the rights, obligations and liabilities of the any Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional has assumed the obligations of such Guarantor immediately prior pursuant to such conveyance, distribution or transferArticle 7. (d) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee Guarantee, the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Series 18 Preferred Shares LP Units shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Series 18 Preferred Shares LP Units shall have been redeemed, and, in each case, all amounts payable on the Series 18 Preferred LP Units, including all accrued and unpaid distributions, shall have been paid in full by the Partnership and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation Partnership in respect of the Senior Series 18 Preferred Share LP Unit Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This At any time following the termination of all of the BRP Equity Preferred Share Guarantee shall terminate automatically upon Obligations of a Guarantor, provided that an officer of the occurrence Partnership certifies to the Security Trustee that no default then exists of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guaranteed Obligations, such Guarantor shall notify be entitled to request in writing to the Security Trustee in writing that it be fully and unconditionally released from all of the occurrence of either of the events its rights, obligations and liabilities under this Section 4.1(b) Guarantee. Upon the delivery of any such written request to the Security Trustee by a Guarantor pursuant to the foregoing sentence, such Guarantor shall, without any further action in respect thereto, be deemed to have been irrevocably and the termination unconditionally released of all its rights, obligations and liabilities under this Guarantee and will cease to be a Guarantor for purposes of this Guarantee as a result thereofGuarantee. (c) All of the rights, obligations and liabilities of the any Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional has assumed the obligations of such Guarantor immediately prior pursuant to such conveyance, distribution or transferArticle 7. (d) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee Guarantee, the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Preferred Series 1 Shares and Series 2 Shares shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Preferred Series 1 Shares and Series 2 Shares shall have been redeemed, and, in each case, all amounts payable on the Series 2 Shares, including all accrued and unpaid dividends, shall have been paid in full by the Corporation and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation in respect of the Senior Preferred Series 2 Share Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This Guarantee shall terminate automatically upon the occurrence of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guarantor shall notify the Security Trustee in writing of the occurrence of either of the events under this Section 4.1(b) and the termination of this Guarantee as a result thereof. (c) All of the rights, obligations and liabilities of the a Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution distribution, transfer or transfer lease (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional a Guarantor immediately prior to such conveyance, distribution distribution, transfer or transferlease. (dc) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Series 7 Preferred Shares LP Units and Series 8 Preferred LP Units shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Series 7 Preferred Shares LP Units and Series 8 Preferred LP Units shall have been redeemed, and, in each case, all amounts payable on the Series 7 Preferred LP Units, including all accrued and unpaid distributions, shall have been paid in full by BREP and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation BREP in respect of the Senior Series 7 Preferred Share LP Unit Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This At any time following the termination of all of the BRP Equity Preferred Share Guarantee shall terminate automatically upon Obligations of a Guarantor, provided that an officer of BREP certifies to the occurrence Security Trustee that no default then exists of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guaranteed Obligations, such Guarantor shall notify be entitled to request in writing to the Security Trustee in writing that it be fully and unconditionally released from all of the occurrence of either of the events its rights, obligations and liabilities under this Section 4.1(b) Guarantee. Upon the delivery of any such written request to the Security Trustee by a Guarantor pursuant to the foregoing sentence, such Guarantor shall, without any further action in respect thereto, be deemed to have been irrevocably and the termination unconditionally released of all its rights, obligations and liabilities under this Guarantee and will cease to be a Guarantor for purposes of this Guarantee as a result thereofGuarantee. (c) All of the rights, obligations and liabilities of the any Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional has assumed the obligations of such Guarantor immediately prior pursuant to such conveyance, distribution or transferArticle 7. (d) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee Guarantee, the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Preferred Series 6 Shares shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Preferred Series 6 Shares shall have been redeemed, and, in each case, all amounts payable on the Series 6 Shares, including all accrued and unpaid dividends, shall have been paid in full by the Corporation and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation in respect of the Senior Preferred Series 6 Share Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This Guarantee shall terminate automatically upon the occurrence of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guarantor shall notify the Security Trustee in writing of the occurrence of either of the events under this Section 4.1(b) and the termination of this Guarantee as a result thereof. (c) All of the rights, obligations and liabilities of the a Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution distribution, transfer or transfer lease (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional a Guarantor immediately prior to such conveyance, distribution distribution, transfer or transferlease. (dc) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon the satisfaction occurrence of the followingfollowing events: (i) either (A) all of the outstanding Senior Series 8 Preferred Shares LP Units and Series 7 Preferred LP Units shall have been purchased and cancelled; and/oror (B) all of the outstanding Senior Series 8 Preferred Shares LP Units and Series 7 Preferred LP Units shall have been redeemed, and, in each case, all amounts payable on the Series 8 Preferred LP Units, including all accrued and unpaid distributions, shall have been paid in full by BREP and/or the Guarantors, as the case may be; and (ii) all other sums payable by the Corporation BREP in respect of the Senior Series 8 Preferred Share LP Unit Obligations have been paid. The Guarantor ; and the Guarantors shall notify confirm to the Security Trustee in writing that the requirements set out in Sections occurrence of either event under Section 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereof). (b) This At any time following the termination of all of the BRP Equity Preferred Share Guarantee shall terminate automatically upon Obligations of a Guarantor, provided that an officer of BREP certifies to the occurrence Security Trustee that no default then exists of any of the following events: (i) the Guarantor becomes a wholly-owned subsidiary entity of an Additional Guarantor; or (ii) the Guarantor becomes a wholly-owned subsidiary entity of BEP or Brookfield Renewable Energy L.P. The Guaranteed Obligations, such Guarantor shall notify be entitled to request in writing to the Security Trustee in writing that it be fully and unconditionally released from all of the occurrence of either of the events its rights, obligations and liabilities under this Section 4.1(b) Guarantee. Upon the delivery of any such written request to the Security Trustee by a Guarantor pursuant to the foregoing sentence, such Guarantor shall, without any further action in respect thereto, be deemed to have been irrevocably and the termination unconditionally released of all its rights, obligations and liabilities under this Guarantee and will cease to be a Guarantor for purposes of this Guarantee as a result thereofGuarantee. (c) All of the rights, obligations and liabilities of the any Guarantor pursuant to this Guarantee shall terminate upon the conveyance, distribution or transfer (including pursuant to a reorganization, consolidation, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of the such Guarantor’s properties, securities and assets to the Corporation or a Person that is an Additional has assumed the obligations of such Guarantor immediately prior pursuant to such conveyance, distribution or transferArticle 7. (d) Upon termination (including any partial termination with respect to a Guarantor) of this Guarantee Guarantee, the Security Trustee shall, upon request of the a Guarantor, provide to the such Guarantor written documentation acknowledging the termination (or partial termination with respect to a Guarantor) of this Guarantee. Notwithstanding the termination (including any partial termination with respect to a Guarantor) of this Guarantee, the obligations of each Guarantor to the Security Trustee under Section 5.3 shall survive.

Termination of Guarantee. (a) This Guarantee shall terminate upon and be released, and the satisfaction obligations of the following: (i) either (A) all Guarantor under this Guarantee shall cease to exist, with respect to a particular series of Securities, upon payment in full of the outstanding Senior Preferred Shares shall have been purchased and cancelled; and/or (B) all Obligations with respect to such series of the outstanding Senior Preferred Shares shall have been redeemed; and (ii) all other sums payable by the Corporation in respect of the Senior Preferred Share Obligations have been paid. The Guarantor shall notify the Security Trustee in writing that the requirements set out in Sections 4.1(a)(i) and (ii) have been satisfied and that the Guarantee has been terminated as a result thereofSecurities. (b) This Unless earlier terminated and released pursuant to Section 3(a), this Guarantee shall automatically and unconditionally terminate and be released, and all obligations of the Guarantor under this Guarantee shall automatically cease to exist, without any further action from the Trustee, any Holder of Securities or any other person, upon the occurrence earliest to occur of any of the following events: (i) the distribution by the Guarantor becomes to its shareholders of 100% of the outstanding shares of the Issuer’s common stock (provided that fractional shares that shareholders of the Guarantor would otherwise have been entitled to receive will be aggregated into whole shares and sold in the public market by the Guarantor’s distribution agent, and provided further that certain benefit plans held or sponsored by the Guarantor may hold shares of the Guarantor and as a wholly-owned subsidiary entity result may receive and hold certain shares of an Additional Guarantor; or the Issuer immediately following the separation and distribution) (the “Distribution”) or (ii) with respect to any series of Securities, the Guarantor becomes consummation of a wholly-owned subsidiary entity satisfaction and discharge, a legal defeasance or a covenant defeasance relating to such series of BEP or Brookfield Renewable Energy L.P. The Guarantor shall notify Securities in accordance with the Security Trustee in writing provisions of the occurrence of either Indenture or otherwise in accordance with the provisions of the events under this Section 4.1(b) Indenture. The Trustee and the termination of this Guarantee as a result thereof. (c) All each Holder of the rightsSecurities shall be deemed to consent to such termination and release, obligations and liabilities without any action on the part of the Guarantor pursuant to this Guarantee shall terminate Trustee or any Holder of the Securities or any other person, upon the conveyanceDistribution, distribution satisfaction and discharge, legal defeasance, or transfer (including pursuant to a reorganizationcovenant defeasance, consolidationas applicable. The Trustee shall, liquidation, dissolution, sale of any collateral, winding up, merger, amalgamation, arrangement or otherwise) of all or substantially all of at the Guarantor’s propertiesexpense, securities as soon as practicable execute and assets to the Corporation or a Person that is an Additional Guarantor immediately prior to such conveyance, distribution or transfer. (d) Upon termination of this Guarantee the Security Trustee shall, upon request of the Guarantor, provide deliver to the Guarantor written documentation acknowledging any documents that the Guarantor shall reasonably request to evidence such termination of this Guaranteeand release.