Guarantee



 Exhibit 4.10 
 GUARANTEE 
 THIS GUARANTEE is
made as of the 23rd day of November, 2011, 

 

			
	BY:	  	 BROOKFIELD RENEWABLE ENERGY PARTNERS
 L.P., an exempted partnership formed under the laws of
 Bermuda

		  	  
 (the “Guarantor”)

		  	  
 - and -

		  	  
 BNY TRUST COMPANY OF CANADA, a trust
company existing
under the laws of Canada

		  	  
 (the “Trustee”)


 RECITALS: 
  

	A.	The Borrower (as defined below), The Bank of New York Mellon and the Trustee have entered into an amended and restated trust indenture dated as of the date hereof (as
amended, extended, restated, supplemented or otherwise modified from time to time, the “Indenture”), providing for the issuance of Debentures as therein described. 


 

	B.	The Borrower is a subsidiary of the Guarantor. 

  

	C.	The Guarantor will, directly or indirectly, benefit from the assumption by the Borrower of the obligations of Brookfield Renewable Power Inc. under the Indenture and
the issuance of Debentures thereunder from time to time and, accordingly, desires to execute this Guarantee. 


NOW THEREFORE in consideration of the foregoing and other benefits accruing to the Guarantor, the receipt and sufficiency of which
are hereby acknowledged, the Guarantor hereby covenants and agrees with the Trustee as follows: 
 ARTICLE 1

 INTERPRETATION 
  

	1.1	Definitions 

 In this
Agreement, all capitalized terms used and not defined in this Agreement will have the meanings given to such terms in the Indenture. In addition, the following terms will have the following meanings: 

1.1.1 “Additional Guarantor” means a “Guarantor” as that term is defined in the Indenture, other than the
Guarantor under this Agreement; 
 1.1.2 “this Agreement”, “this Guarantee”,
“herein”, “hereof”, “hereby”, “hereunder” and any similar expressions refer to this Guarantee as it may be supplemented, amended or restated from time to time, and not to any
particular Article, section or other portion hereof; 

  

[GUARANTEE_BREP & BNY CANADA] 








 1.1.3 “Borrower” means BRP Finance ULC a corporation incorporated under the
laws of Alberta, and its successors; 
 1.1.4 “Event of Default” means the occurrence of any of the following:

  

	 	(a)	any Event of Default under the Indenture; 

  

	 	(b)	failure on the part of the Guarantor to perform or comply with Section 5.6 of this Agreement; 


 

	 	(c)	failure on the part of the Guarantor to perform any other covenant or agreement of the Guarantor under this Agreement for the benefit of the Debentureholders, which
failure continues for 60 days after written notice thereof is given to the Guarantor by the Trustee or Holders of at least 25% in aggregate principal amount of outstanding Debentures; or 


 

	 	(d)	failure on the part of the Guarantor to make payment of any amounts payable by it under this Agreement; 


1.1.5 “Guaranteed Obligations” means the principal of, premium, if any, and interest on all Debentures issued by the
Borrower under the Indenture from time to time when and as the same shall become due and payable, whether at maturity, upon redemption, acceleration or otherwise, and all other obligations and liabilities owing by the Borrower to the Trustee under
the Indenture, whether present or future, absolute or contingent, liquidated or unliquidated, as principal or as surety, alone or with others, of whatsoever nature or kind, in any currency, under or in respect of the Indenture; 

1.1.6 “Guarantor Counsel” means legal counsel retained by the Guarantor; 

1.1.7 “Officers’ Certificate” means a certificate of the general partner of the Guarantor signed by any two officers
of the general partner of the Guarantor in their capacities as officers and not in their personal capacities; and 
 1.1.8
“Proceedings” means any receivership, insolvency, proposal, bankruptcy, compromise, arrangement, winding-up, dissolution or other similar judicial proceedings. 

 

	1.2	Headings 

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

  

[GUARANTEE_BREP & BNY CANADA] 
 - 2 - 









	1.3	References to Articles and Sections 

 Whenever in this Agreement a particular Article, section or other portion thereof is referred to, such reference pertains to the Article, section or portion thereof contained herein unless otherwise
indicated. 
  

	1.4	Currency 

 All amounts in
this Agreement are stated and shall be paid in Canadian currency. 
  

	1.5	Gender and Number 

 In
this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing gender include all genders or the neuter, and words importing the neuter include all genders. 

 

	1.6	Invalidity of Provisions 


Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any
such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof. To the extent permitted by applicable law, the parties waive any provision of law which renders any
provision of this Agreement invalid or unenforceable in any respect. 
  

	1.7	Entire Agreement 

 This
Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement. 
  

	1.8	Governing Law, Attornment 


This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable
therein and the Guarantor hereby irrevocably attorns to the jurisdiction of the courts of Ontario. 
 ARTICLE 2

 GUARANTEE 
  

	2.1	Guarantee 

 The Guarantor
unconditionally guarantees the due payment of all Guaranteed Obligations. 
  

	2.2	Continuing Guarantee 

 The
guarantee herein shall be a continuing guarantee of the payment of all the Guaranteed Obligations and shall apply to and secure any ultimate balance thereof due or remaining unpaid. The guarantee herein shall not be considered as wholly or partially
satisfied by the intermediate payment or satisfaction at any time of all or any part of the Guaranteed Obligations. 

  

[GUARANTEE_BREP & BNY CANADA] 
 - 3 - 








 ARTICLE 3 
 ENFORCEMENT OF GUARANTEE 
  

	3.1	Demand 

 Upon the
occurrence of an Event of Default, the Guarantor shall, on demand by the Trustee, forthwith pay to the Trustee all Guaranteed Obligations for which such demand was made. 

 

	3.2	Right to Immediate Payment or Performance 

 The Trustee shall not be bound to make any demand on or to seek or exhaust its recourse against the Borrower or any other Person before being entitled to demand payment from the Guarantor and enforce its
rights under this Agreement, and the Guarantor hereby renounces all benefits of discussion and division. 
  

	3.3	Trustee’s Statement 


The statement in writing of the Trustee as to the amount payable hereunder shall be binding upon the Guarantor and conclusive against it
in the absence of manifest error. 
 ARTICLE 4 

PROTECTION OF TRUSTEE 
  

	4.1	Liability Absolute 

 The
liability of the Guarantor hereunder shall be absolute and unconditional and shall not be discharged, diminished or in any way affected by: 
 4.1.1 any amalgamation, merger, consolidation or reorganization of the Borrower, the Guarantor or the Trustee, or any continuation of the Borrower, the Guarantor or the Trustee from the statute under
which it now or hereafter exists to another statute, whether under the laws of the same jurisdiction or another jurisdiction; 

4.1.2 any change in the name, business, objects, capital structure, ownership, constating documents, by-laws or resolutions of the
Borrower, the Guarantor or the Trustee, including without limitation any transaction (whether by way of transfer, sale or otherwise) whereby all or any part of the undertaking, property and assets of the Borrower, the Guarantor or the Trustee
becomes the property of any other Person; 
 4.1.3 any Proceedings of or affecting the Borrower, the Guarantor, the Trustee or
any other Person, and any court orders made or action taken by the Borrower, the Guarantor, the Trustee or any other Person under or in connection with those Proceedings, whether or not those Proceedings or orders or that action results in any of
the matters described in Section 4.2 occurring with or without the consent of the Trustee; 

  

[GUARANTEE_BREP & BNY CANADA] 
 - 4 - 








 4.1.4 any defence, counterclaim or right of set-off available to the Borrower; and

 4.1.5 any other circumstance which might otherwise constitute in whole or in part a defence available to, or a discharge of,
the Guarantor, the Borrower or any other Person in respect of the Guaranteed Obligations or the liability of the Guarantor. 
  

	4.2	Dealings by Trustee 

 The
Trustee may from time to time in its absolute discretion, without discharging, diminishing or in any way affecting the liability of the Guarantor hereunder: 
 4.2.1 enforce or take action under or abstain from enforcing or taking action under the Indenture, any other guarantee or any other agreement; 

4.2.2 renew all or any part of the Guaranteed Obligations or grant extensions of time or any other indulgences to the Borrower or to any
other guarantor or other Person liable directly or as surety for all or any part of the Guaranteed Obligations; 
 4.2.3 accept
or make any compositions or arrangements with or release, discharge or otherwise deal with or abstain from dealing with the Borrower or any other guarantor or other Person liable directly or as surety for all or any part of the Guaranteed
Obligations; 
 4.2.4 in whole or in part prove or abstain from proving a claim of the Trustee in any Proceedings of or affecting
the Borrower or any other Person; and 
 4.2.5 agree with the Borrower, any other guarantor or any other Person to do anything
described in Sections 4.2.1 to 4.2.4, 
 whether or not any of the matters described above occur alone or in connection with one or
more other such matters. 
 ARTICLE 5 
 COVENANTS OF THE GUARANTOR 
  

	5.1	Limitations on Indebtedness 

 The Guarantor will not, and will not permit any of its Subsidiaries to, directly or indirectly, issue, incur, assume or otherwise become liable for or in respect of any Funded Indebtedness unless, after
giving effect thereto, the Funded Indebtedness of the Guarantor, calculated on a consolidated basis, would not exceed 75% of Total Consolidated Capitalization. 
  

	5.2	Limitation on Liens 

 The
Guarantor will not create or permit to exist any lien on any present or future assets of the Guarantor to secure any borrowed money, or permit any of its Subsidiaries to create or permit to exist any lien on any present or future assets of such
Subsidiary to secure any borrowed money, unless at the same time the Guaranteed Obligations are secured equally and ratably with such borrowed money, provided that this shall not apply to liens existing on the date


  

[GUARANTEE_BREP & BNY CANADA] 
 - 5 - 








 
hereof or Permitted Encumbrances. Upon being advised by the Guarantor in writing in an Officers’ Certificate that security has been provided for the Guaranteed Obligations on an equal and
ratable basis in connection with the grant to a third party of security for borrowed money and subsequently that such security to the third party has been released, the Trustee will forthwith release the security granted for the Guaranteed
Obligations. 
  

	5.3	Limitation on Sale and Leaseback Transactions 

 The Guarantor will not, and will not permit any of its Subsidiaries to, enter into any Sale and Leaseback Transaction unless: 

 

	 	(a)	the Sale and Leaseback Transaction is entered into prior to, concurrently with, or within 180 days after the acquisition, the completion of construction (including any
improvements on an existing property) or the commencement of commercial operations of the relevant property, and the Guarantor or such Subsidiary applies within 60 days after the sale an amount equal to the net proceeds of the sale (i) to the
repayment of Indebtedness which is pari passu to the Guaranteed Obligations, (ii) to the redemption of the Debentures, or (iii) to the reinvestment in its core business or the core business of the Borrower, an Additional Guarantor
and/or any Subsidiary of the Borrower or any Additional Guarantor; or 

  

	 	(b)	the Guarantor or the Subsidiary could otherwise grant a security interest on the property as a Permitted Encumbrance. 


 

	5.4	Limitation on Distributions 

 The Guarantor may not, and may not permit any of its Subsidiaries, to suffer to exist any encumbrance or restriction on the ability of any Subsidiary of the Guarantor: (i) to pay, directly or
indirectly, dividends permitted by applicable law or make any other distributions in respect of its Capital Stock or pay any Indebtedness or other obligation owed to the Guarantor or any other such Subsidiary; (ii) to make loans or advances to
the Guarantor or any other such Subsidiary; or (iii) to transfer any or all of its property or assets to the Guarantor or any other such Subsidiary. 
 Notwithstanding the foregoing, the Guarantor or any such Subsidiary may suffer to exist any such encumbrance or restriction (a) pursuant to any agreement in effect on the date hereof;
(b) pursuant to an agreement relating to any Indebtedness incurred by any such Subsidiary prior to the date on which such Subsidiary was acquired by the Guarantor and outstanding on such date and not incurred in anticipation of becoming a
Subsidiary of the Guarantor; (c) pursuant to an agreement relating to any Limited Recourse Indebtedness of the Guarantor or any such Subsidiary; or (d) pursuant to an agreement effecting a renewal, refunding or extension of Indebtedness
incurred pursuant to an agreement referred to in clauses (a) through (c) of this paragraph, provided however, that the provisions contained in such renewal, refunding or extension agreement relating to such encumbrance or restriction are
no more restrictive in any material respect than the provisions contained in the agreement the subject thereof, as determined in good faith by the board of directors of the general partner of the Guarantor. 

  

[GUARANTEE_BREP & BNY CANADA] 
 - 6 - 









	5.5	Limitations on Debt and Preferred Stock of Subsidiaries 

 The Guarantor will not permit any of its Subsidiaries to, directly or indirectly, issue, incur, assume or otherwise become liable for or in respect of any Indebtedness or issue any Preferred Stock except:
(a) Inter-Company Indebtedness of such Subsidiary; (b) Preferred Stock issued to any one or more of the Guarantor, an Additional Guarantor or any Subsidiary of the Guarantor or an Additional Guarantor; (c) Limited Recourse
Indebtedness of such Subsidiary; (d) Net Swap Exposure of such Subsidiary; (e) Capital Lease Obligations of such Subsidiary; (f) purchase money obligations of such Subsidiary; and/or (g) any other Indebtedness or Preferred Stock
of such Subsidiary (in addition to the Indebtedness and Preferred Stock referred to in paragraphs (a) to (f)) if, after giving effect to such other Indebtedness or Preferred Stock, the aggregate consolidated amount of all Indebtedness and
Preferred Stock of the Guarantor that does not constitute Inter-Company Indebtedness, Preferred Stock issued to the Borrower, a Guarantor, an Additional Guarantor or any of their Subsidiaries, Limited Recourse Indebtedness, Net Swap Exposure,
Capital Lease Obligations or purchase money obligations, would not exceed 5% of the Net Worth. For the purposes of this covenant, the assignment by the Guarantor to a third party of Inter-Company Indebtedness owing by a Subsidiary will be considered
to be incurrence of Indebtedness by that Subsidiary. 
  

	5.6	Limitations Concerning Merger, Consolidations and Certain Asset Sales 

 So long as any Debentures are outstanding, the Guarantor will not enter into any transaction, directly or indirectly through a Subsidiary of the Guarantor, whereby all or substantially all of the
undertaking, property and assets of the Guarantor would become the property of any other Person (any such Person being herein referred to as a “Successor”), whether by way of reorganization, consolidation, amalgamation, arrangement,
merger, transfer, sale or otherwise, provided that nothing contained in this Indenture will prevent any such transaction if: 
  

	 	(a)	the Successor shall have executed, prior to or contemporaneously with the consummation of any such transaction, an assumption of the obligations of the Guarantor under
this Agreement, including the due and punctual payment of all amounts payable hereunder, and such other instruments as in the opinion of the Guarantor’s Counsel are necessary or advisable to evidence the agreement of the Successor to observe
and perform all the covenants and obligations of the Guarantor under this Indenture; 

  

	 	(b)	no condition or event shall exist as to the Guarantor or the Successor, either at the time of or immediately after the consummation of any such transaction and after
giving full effect thereto or immediately after compliance by the Successor with the provisions of this Section 5.6, which constitutes or would constitute, after the giving of notice or lapse of time, or both, an Event of Default; and


  

	 	(c)	the Guarantor shall have delivered to the Trustee an Opinion of the Guarantor Counsel and an Officers’ Certificate stating that the conditions precedent in this
Section 5.6 have been satisfied, 


  

[GUARANTEE_BREP & BNY CANADA] 
 - 7 - 








 provided, however, the provisions of this Section 5.6 shall not be applicable to any transaction
between or among any one or more of the Borrower, the Guarantor, an Additional Guarantor and/or any Subsidiary of any of them. 
 Whenever the
conditions of this Section 5.6 have been duly observed and performed, (i) the Person who was a party to this Agreement as Guarantor immediately prior to the transaction described in Section 5.6 shall be released and discharged from
all liability under this Agreement, (ii) references to the Guarantor under this Agreement will thereafter refer to the Successor which has complied with the provisions of this Section 5.6, and (iii) the Trustee will execute and
deliver any documents which it may be advised are necessary, desirable or advisable for effecting or evidencing such release and discharge. 
 ARTICLE 6 
 REPRESENTATIONS AND WARRANTIES 

 

	6.1	Representations and Warranties 

 The Guarantor represents and warrants to the Trustee as follows: 
 6.1.1 it is duly
created and existing under the laws of its jurisdiction of formation and has the power and capacity to own its properties and assets and to carry on its business as presently carried on by it; 

6.1.2 it has the power and capacity to enter into this Agreement and to do all acts and things as are required or contemplated hereunder
to be done, observed and performed by it; 
 6.1.3 it has taken all necessary corporate and, if applicable, partnership action to
authorize the execution, delivery and performance of this Agreement; 
 6.1.4 the entering into of this Agreement and the
performance by the Guarantor of its obligations hereunder does not and will not contravene, breach or result in any default under the constating documents of the Guarantor or under any material mortgage, lease, agreement or other legally binding
instrument, license, permit or law to which the Guarantor is a party or by which the Guarantor or any of its properties or assets may be bound and will not result in or permit the acceleration of the maturity of any indebtedness, liability or
obligation of the Guarantor under any material mortgage, lease, agreement or other legally binding instrument of or affecting the Guarantor; and 
 6.1.5 no authorization, consent or approval of, of filing with or notice to, any Person or governmental body is required in connection with the execution, delivery or performance of this Agreement by the
Guarantor. 

  

[GUARANTEE_BREP & BNY CANADA] 
 - 8 - 








 ARTICLE 7 
 DEFAULT 
  

	7.1	Judgment Against the Guarantor 

 In case of any judicial or other proceedings to enforce the rights of the Debentureholders, judgment may be rendered against the Guarantor in favour of the Debentureholders or in favour of the Trustee, as
trustee for the Debentureholders, for any amount which may remain due in respect of the Debentures and the interest thereon. 
  

	7.2	Immunity of Shareholders, Directors and Officers 

 The Trustee and the Holders by their acceptance of the Debentures hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any past, present or
future incorporator, shareholder, director, officer or partner of the Guarantor or of any successor thereof for the payment of the principal of or premium or interest on any of the Debentures or on any covenant, agreement, representation or warranty
by the Guarantor herein or in the Debentures contained. 
  

	7.3	Recourse 

 Notwithstanding
anything contained in this Guarantee or the Indenture to the contrary, the obligations of the Guarantor hereunder will be performed, satisfied and paid only out of, and enforced only against, and recourse will only be had against, the assets of the
Guarantor. This Agreement and the obligations of the Guarantor hereunder will not be personally binding upon, and resort will not be had to, nor will recourse or satisfaction be sought from the private property of any of the limited partners of the
Guarantor. 
 ARTICLE 8 
 MISCELLANEOUS 
  

	8.1	Incorporation by Reference 


The provisions of Articles 11 (Meetings of Debentureholders), 12 (Notices), 13 (Concerning the Trustee) and 14 (Supplemental Indentures)
of the Trust Indenture shall apply mutatis mutandis to this Guarantee. 
  

	8.2	Payment of Costs and Expenses 

 The Guarantor shall pay to the Trustee on demand all costs and expenses of the Trustee, its officers, employees and agents and any receiver or receiver-manager appointed by it or by a court in connection
with this Agreement, including, without limitation, in connection with: 
 8.2.1 any actual or proposed amendment or modification
hereof or any waiver hereunder and all instruments supplemental or ancillary thereto; 

  

[GUARANTEE_BREP & BNY CANADA] 
 - 9 - 








 8.2.2 obtaining advice as to the Trustee’s rights and responsibilities under this
Agreement; and 
 8.2.3 the defence, establishment, protection or enforcement of any of the rights or remedies of the Trustee
under this Agreement including, without limitation, all costs and expenses of establishing the validity and enforceability of, or of collection of amounts owing under, this Agreement; 
 and further including, without limitation, all of the reasonable fees, expenses and disbursements of the Trustee’s lawyers, on a substantial indemnity basis, incurred in connection therewith and all
sales or value-added taxes payable by the Trustee (whether refundable or not) on all such costs and expenses. 
  

	8.3	No Waiver 

 No delay on
the part of the Trustee in the exercise of any right, power or remedy hereunder or otherwise shall operate as a waiver thereof, and no single or partial exercise by the Trustee of any right, power or remedy shall preclude other or further exercise
thereof or the exercise of any other right, power or remedy. No action of the Trustee permitted hereunder shall in any way impair or affect its rights, powers or remedies under this Agreement. 

 

	8.4	Successors and Assigns 


This Agreement shall be binding upon the Guarantor and its successors and enure to the benefit of the Trustee and its successors and
assigns. 
  

	8.5	Copy Received 

 The
Guarantor acknowledges receipt of a copy of this Agreement. 

  

[GUARANTEE_BREP & BNY CANADA] 
 - 10 - 








 IN WITNESS WHEREOF the Guarantor has executed this Agreement as of the date first
above written. 
  

			
	 BROOKFIELD RENEWABLE ENERGY
 PARTNERS L.P., by its general partner, 2288509
 ONTARIO
INC.

		
	by:	 	    “Jane Sheere”        
		 	 Name: Jane Sheere
 Title:
Secretary




  

[GUARANTEE_BREP & BNY CANADA]