Brookfield Renewable Power Preferred Equity Inc.

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions -- Filer wants to put in place a credit support issuer structure, but is unable to rely on the exemption for credit support issuers in applicable securities legislation -- Relief granted from continuous disclosure requirements, certification requirements, insider reporting requirement, audit committee requirements and corporate governance requirements - Relief also granted from short form prospectus requirements, incorporation by reference requirement, earnings coverage requirements and subsidiary credit supporter requirements - Filer unable to rely on exemption for credit support issuers in applicable securities legislation since Filer's parent only owns 50.1% of an intermediate holding entity (a limited partnership) that indirectly owns 100% of the voting securities of the Filer - When the characteristics of the limited partnership units of the holding limited partnership (including that the majority are held by the parent) are viewed together with a voting agreement, control and direction of the holding limited partnership is held by the Filer's parent as if the parent beneficially owned all the outstanding voting securities of holding limited partnership - Filer unable to rely on the exemption since the issuer proposes to issue convertible preferred shares that are convertible into other preferred shares of the Issue - Relief subject to conditions, including conditions relating to minority interest in holding limited partnership.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, ss. 107, 121(2)(a)(ii).

National Instrument 44-101 Short Form Prospectus Distributions , s. 8.1.

National Instrument 51-102 Continuous Disclosure Obligations, ss. 13.1, 13.4.

National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, s. 8.6.

National Instrument 52-110 Audit Committees, s. 8.1.

National Instrument 55-102 System for Electronic Disclosure by Insiders (SEDI), s. 6.1.

National Instrument 55-104 Insider Reporting Requirements and Exemptions, s. 10.1(2).

National Instrument 58-101 Disclosure of Corporate Governance Practices, s. 3.1.

December 15, 2011

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ONTARIO

(THE "JURISDICTION")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

BROOKFIELD RENEWABLE POWER

PREFERRED EQUITY INC. (THE "FILER")

DECISION

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the "Legislation") exempting:

(a) the Filer from the requirements of National Instrument 51-102 Continuous Disclosure Obligations ("NI 51-102") (the "Continuous Disclosure Requirements");

(b) the Filer from the requirements of National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings ("NI 52-109") (the "Certification Requirements");

(c) insiders of the Filer from the insider reporting requirement (as defined in National Instrument 14-101 Definitions) (the "Insider Reporting Requirements");

(d) the Filer from the requirements of National Instrument 52-110 Audit Committees ("NI 52-110") (the "Audit Committee Requirements");

(e) the Filer from the requirements of National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") (the "Corporate Governance Requirements");

(f) the Filer from the qualification requirements (the "Qualification Requirements") of Part 2 of National Instrument 44-101 Short Form Prospectus Distributions ("NI 44-101"), such that the Filer is qualified to file a prospectus in the form of a short form prospectus;

(g) the Filer from the requirement to incorporate by reference into a short form prospectus the documents under paragraphs 1 to 4 and 6 to 8 of subsection 11.1(1) of Form 44-101F1 Short Form Prospectus ("Form 44-101F1") (the "Incorporation by Reference Requirements");

(h) the Filer from the requirement to include in a short form prospectus the earnings coverage ratios under section 6.1 of Form 44-101F1 (the "Earnings Coverage Requirements"); and

(i) the Filer from the requirement to include in a short form prospectus the disclosure of one or more subsidiary credit supporters required by section 12.1 of Form 44-101F1 (the "Subsidiary Credit Supporter Requirements");

(collectively, the "Exemption Sought")

in each case to accommodate a transaction, effected by way of a plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement"), that was completed on November 28, 2011 and resulted in the combination of all of the renewable power assets of Brookfield Renewable Power Inc. ("BRPI") and Brookfield Renewable Power Fund (the "Fund").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application; and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System ("MI 11-102") is intended to be relied upon in British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova Scotia, Newfoundland & Labrador and Prince Edward Island.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined. In this decision, "BREP Related Entities" means, collectively, Brookfield Renewable Energy L.P. ("BRELP") and subsidiary entities (as this term is defined in Multilateral Instrument 61-101 - Take-Over Bids and Special Transactions) of BRELP.

Representations

This decision is based on the following facts represented by the Filer:

The Filer

1. The Filer has been incorporated under the laws of Canada since February 10, 2010.

2. The registered and head office of the Filer is located in Toronto, Ontario.

3. The Filer is a reporting issuer, or the equivalent, in the Jurisdictions and, to its knowledge, is not in default of any requirements under the Legislation.

4. The authorized share capital of the Filer consists of an unlimited number of common shares (the "Common Shares"), an unlimited number of Class A Preference Shares (the "Class A Preference Shares"), issuable in series and an unlimited number of Class B Preference Shares (the "Class B Preference Shares") issuable in series.

5. The only voting securities of the Filer are the Common Shares, all of which were, prior to the completion of the Arrangement, indirectly held by the Fund.

6. The Class A Preference Shares and Class B Preference Shares may at any time and from time to time be issued in one or more series having such rights, restrictions and privileges determined by the directors of the Filer. Subject to any rights which may be attached to a series of such shares and applicable law, the holders of such shares shall not be entitled to vote at any meeting of shareholders of the Filer.

7. The Filer currently has one series of Class A Preference Shares outstanding, being the Class A Preference Shares, Series 1 (the "Series 1 Shares").

8. The Series 1 Shares are convertible, in certain circumstances, at the option of the holder or the Filer, into an equal number of Class A Preference Shares, Series 2 (the "Series 2 Shares", and together with the Series 1 Shares, the "Preferred Shares") and the Series 2 Shares are convertible, in certain circumstances, at the option of the holder or the Filer, into an equal number of Series 1 Shares.

9. As of the date hereof, 1 Common Share and 10 million Series 1 Shares were issued and outstanding. No Class B Preference Shares have been issued.

10. The Series 1 Shares are listed on the Toronto Stock Exchange ("TSX") under the symbol "BRF.PR.A".

11. The Filer operates as a financing company and has no significant assets or liabilities unrelated to the Preferred Shares and does not have any ongoing business operations of its own.

12. The Filer is a "credit support issuer" (as defined in NI 51-102).

13. Prior to the completion of the Arrangement, the Fund was the Filer's parent credit supporter (as such term is defined in NI 51-102). Prior to the completion of the Arrangement, both the Series 1 Shares and the Series 2 Shares satisfied the definition of "designated credit support securities" in Section 13.4(1) of NI 51-102, but for the convertibility feature allowing their conversion into Class A Preference Shares of the other series.

14. In connection with its offering of the Series 1 Shares to the public, on February 15, 2010, the Filer was granted substantially similar relief to the Exemption Sought because both the Series 1 Shares and the Series 2 Shares satisfied the definition of "designated credit support securities" in Section 13.4(1) of NI 51-102, but for the convertibility feature allowing their conversion into Class A Preference Shares of the other series (the "2010 Decision").

The Arrangement

15. Upon the completion of the Arrangement, the Filer no longer satisfies the conditions in the 2010 Decision as a result of the change in corporate structure and the winding up of the Fund.

16. Pursuant to the terms of the Arrangement:

(a) public unitholders of the Fund exchanged their trust units in the Fund ("Fund Units") for limited partnership units ("LP Units") in Brookfield Renewable Energy Partners L.P. ("BREP"), a Bermuda exempted limited partnership formed by BRPI;

(b) the LP Units were listed on the TSX and the Fund Units were de-listed;

(c) the Fund was wound up;

(d) all the issued and outstanding voting securities of the Filer are held by Brookfield Renewable Holding Corp. ("BRHC"), which is in effect an indirect subsidiary of BREP;

(e) the Series 1 Shares remain issued and outstanding securities held by the public; and

(f) each of BREP, BRELP, Brookfield BRP Holdings (Canada) Inc. ("CanHoldco") and BRP Bermuda Holdings I Limited ("Bermuda Holdco") (collectively, the "Guarantors") provided full and unconditional joint and several subordinated guarantees (the "Guarantees") of the payments to be made by the Filer in respect of the Preferred Shares.

17. At a special meeting held on November 16, 2011, the Arrangement was approved by over 99 percent of votes cast by holders of Series 1 Shares present in person or by proxy.

18. In connection with the Arrangement, the Guarantors provided full and unconditional joint and several subordinated guarantees of the payments to be made by the Filer in respect of the Preferred Shares, as stipulated in agreements governing the rights of holders of the securities, that result in the holders of such securities being entitled to receive payment from the Guarantors within 15 days of any failure by the Filer to make a payment, as contemplated by paragraph (d) of the definition of "designated credit support security" in NI 51-102.

19. The Preferred Shares satisfy the definition of "designated credit support securities" (as defined in NI 51-102), other than (i) the fact that BREP does not directly satisfy the definition of "parent credit supporter" (as defined in NI 51-102) because: (a) BREP is not the beneficial owner of all of the voting securities of the Filer as required under Section 13.4(2)(a) of NI 51-102; and (b) all of the Filer's voting securities are directly held by BRHC, which does not technically fall within the definition of an "affiliate" of BREP as required under Section 13.4(2)(c)(ii) of NI 51-102 (because BREP is a partnership and not a company), and (ii) the Preferred Shares are convertible, in certain circumstances, at the option of the holder or the Filer, into Class A Preference Shares of the other series. Therefore, the Filer does not meet the test set forth in Section 13.4(2.1)(a) of NI 51-102 by virtue of not being able to meet the test in 13.4(2)(c).

20. The Filer may, subject to market conditions, desire to issue other series of Class A Preference Shares that, but for the fact that (i) BREP does not directly satisfy the definition of "parent credit supporter" (as defined in NI 51-102) and (ii) they may be convertible into other series of Class A Preference Shares (the "Resulting Class A Preference Shares"), would satisfy the definition of "designated credit support securities" in NI 51-102 (the "Future Class A Preference Shares").

21. If the Exemption Sought is granted, BREP and the Filer will: (i) treat BREP as a parent credit supporter and comply with the conditions in section 13.4(2.1) of NI 51-102 that apply to parent credit supporters; and (ii) treat the Preferred Shares and any Future Class A Preference Shares and Resulting Class A Preference Shares as designated credit support securities and comply with the conditions in section 13.4(2.1) that apply to designated credit support securities, in accordance with the terms and conditions of the order granted.

22. The Filer is a wholly-owned subsidiary of BRHC, which is a wholly-owned subsidiary of Brookfield BRP Canada Corp. ("BRP Canada"), which is a wholly-owned subsidiary of CanHoldco, which is in effect a wholly-owned subsidiary of BRELP. BREP owns an approximate 50.1% limited partnership interest in BRELP, with the remaining limited partnership interest being held by BRPI, directly or indirectly. The limited partnership units held by BRPI are subject to a redemption-exchange mechanism pursuant to which BRPI will be able to acquire LP Units in exchange for its BRELP limited partnership units on a one for one basis. BREP would have a 100% limited partnership interest in BRELP on a fully exchanged basis.

23. The Filer does not directly satisfy the eligibility criteria in Part 2 of NI 44-101 in order to be able to file a prospectus in the form of a short form prospectus.

BREP, BRELP, CanHoldco and Bermuda Holdco

24. BREP is a Bermuda exempted limited partnership that was established on June 27, 2011.

25. BREP is, to the best of the Filer's knowledge, not in default of any requirement of Canadian securities laws.

26. BREP is a reporting issuer, or the equivalent, in all provinces of Canada that files all documents it is required to file under NI 51-102.

27. The LP Units are listed on the TSX under the symbol "BEP". BREP also intends to apply to have the LP Units listed for trading on the New York Stock Exchange.

28. 2288509 Ontario Inc., a corporation incorporated under the laws of Ontario, acts as the general partner of BREP. The general partner of BREP holds a 0.01% general partnership interest in BREP. The general partner of BREP is a wholly-owned subsidiary of BRPI. Prior to the end of its first fiscal period, the Filer expects that a Bermuda company, also wholly-owned by BRPI, will become the general partner of BREP.

29. BREP has entered into a management agreement with certain affiliates of BRPI (collectively, the "Manager") to provide BREP and specified BREP Related Entities with management and other services.

30. The LP Units are non-voting limited partnership units and the general partner of BREP controls BREP.

31. BREP's sole asset is an approximate 50.1% limited partnership interest in BRELP, a Bermuda exempted limited partnership that was established on June 27, 2011.

32. BREP Holding L.P. ("BRELP GP LP"), a Bermuda exempted limited partnership, acts as the general partner of BRELP. BRELP GP LP holds an approximate 1% general partnership interest in BRELP. 2288508 Ontario Inc., a corporation incorporated under the laws of Ontario, acts as the general partner of BRELP GP LP. The general partner of BRELP GP LP is a wholly-owned subsidiary of BRPI. Prior to the end of its first fiscal period, the Filer expects that a Bermuda company, also wholly-owned by BRPI, will become the general partner of BRELP GP LP. The general partner of BRELP GP LP is controlled by BREP, through its general partner, pursuant to the Voting Agreement described below.

33. CanHoldco is a corporation incorporated under the laws of Canada on June 22, 2011.

34. Bermuda Holdco is a corporation incorporated under the laws of Bermuda on June 22, 2011.

35. BREP, BRELP, CanHoldco and Bermuda Holdco are "credit supporters" as defined in NI 51-102.

36. BREP does not satisfy the definition of "parent credit supporter" (as defined in NI 51-102) because: (i) BREP is not the beneficial owner of all of the voting securities of the Filer as required under Section 13.4(2)(a) of NI 51-102 and; (ii) all of the Filer's voting securities are directly held by BRHC, which does not technically fall within the definition of an "affiliate" of BREP as required under Section 13.4(2)(c)(ii) of NI 51-102 (because BREP is a partnership and not a company).

37. BRELP owns all the common shares of CanHoldco and Bermuda Holdco. These securities are the only assets of BRELP.

38. BRPI holds special shares of Bermuda Holdco ("Bermuda Holdco Special Shares"). The Bermuda Holdco Special Shares are not entitled to vote, except as required by law, and are redeemable for cash at the option of BRPI or Bermuda Holdco, subject to certain limitations. Each series of Bermuda Holdco Special Shares is tied to a particular development project that was indirectly acquired by Bermuda Holdco as part of the Arrangement. Upon the completion of each development project (or a sale prior to completion), the redemption amount will be the amount that would reimburse BRPI for its expenses in connection with the project prior to the Arrangement as well as pay BRPI 50% of the amount by which the equity value of the project exceeds the total invested equity in the project. Equity value means BREP's pro rata percentage of the fair market value of a development project measured on the date on which substantial completion of the development project has been achieved, or, if earlier, the date that the project is sold.

39. As of the date hereof, the aggregate redemption value of the Bermuda Holdco Special Shares is a nominal amount. The redemption value will only increase once substantial completion of the project has been achieved, or if the project is sold; at which time the Bermuda Holdco Special Shares will be redeemed for cash. In the event of a liquidation, the Bermuda Holdco Special Shares will rank equally with the common shares of Bermuda Holdco (the "Bermuda Holdco Common Shares") except that if there is a distribution of assets in the event of a liquidation, the holders of Bermuda Holdco Special Shares and Bermuda Holdco Common Shares will participate pro rata provided that the maximum amount the holders of Bermuda Holdco Special Shares will be entitled to receive will be equal to the redemption price for the Bermuda Holdco Special Shares.

40. BRPI and its affiliates other than BREP and BREP Related Entities (collectively, "Brookfield") own all the Bermuda Holdco Special Shares and the preferred shares of Bermuda Holdco (the "Bermuda Holdco Preferred Shares"). The Bermuda Holdco Preferred Shares are redeemable for a total of $5 million of cash at the option of Bermuda Holdco, subject to certain limitations, and are not entitled to vote, except as required by law. The Bermuda Holdco Preferred Shares are not equity securities as such term is defined in the Securities Act (Ontario).

41. BRELP owns all the issued and outstanding equity and voting securities of Bermuda Holdco except for the Bermuda Holdco Special Shares. BRELP owns all the issued and outstanding equity and voting securities of CanHoldco.

42. CanHoldco owns all the equity and voting securities of BRP Canada, which in turn owns all the equity and voting securities of BRHC, which in turn owns all the equity and voting securities of the Filer. The Filer expects that BRHC will be wound up or amalgamated on or before January 1, 2012.

43. BREP owns an approximate 50.1% limited partnership interest in BRELP with the remaining limited partnership interest held by BRPI, directly or indirectly. The limited partnership units held by BRPI are subject to a redemption-exchange mechanism pursuant to which BRPI will be able to acquire LP Units in exchange for its BRELP limited partnership units on a one for one basis. At any time after two years from November 28, 2011, BRPI will have the right to require BRELP to redeem for cash all or a portion of the limited partnership units held by BRPI subject to BREP's right of first refusal, entitling it, at its sole discretion, to elect to acquire all (but not less than all) of the units to be redeemed in exchange for LP Units of BREP on a one for one basis.

44. BREP and BRPI entered into a voting agreement (the "Voting Agreement") pursuant to which BRPI agreed that any voting rights with respect to the general partner of BRELP GP LP, BRELP GP LP and BRELP will be voted in accordance with the direction of BREP with respect to (A) the election of directors of the general partner of BRELP GP LP and (B) the approval or rejection of the following matters relating to any such entity, as applicable: (i) any sale of all or substantially all of its assets, (ii) any merger, amalgamation, consolidation, business combination or other material corporate transaction, except in connection with any internal reorganization that does not result in a change of control, (iii) any plan or proposal for a complete or partial liquidation or dissolution, or any reorganization or any case, proceeding or action seeking relief under any existing laws or future laws relating to bankruptcy or insolvency, (iv) any amendment to the limited partnership agreement of BRELP GP LP or BRELP or (v) any commitment or agreement to do any of the foregoing.

45. BREP will consolidate BRELP (and all of BRELP's assets, including CanHoldco, Bermuda Holdco, BRP Canada, BRHC (until it is wound up or amalgamated) and the Filer) in its financial statements.

Offering of Class A Preference Shares

46. At the time of the filing of any short form prospectus in connection with an offering of any Future Class A Preference Shares:

(a) the Filer will comply with all of the filing requirements and procedures set out in NI 44-101, other than the Qualification Requirements, except as permitted by the Legislation;

(b) the prospectus will be prepared in accordance with the short form prospectus requirements of NI 44-101 other than the Incorporation by Reference Requirements, the Earnings Coverage Requirements and the Subsidiary Credit Supporter Requirements, except as permitted by the Legislation;

(c) BREP will continue to exercise its voting rights in accordance with the Voting Agreement;

(d) BREP will continue to be a reporting issuer under the Legislation that files all documents it is required to file under NI 51-102;

(e) BREP will continue to provide its Guarantee (to the extent that the Series 1 Shares or the Series 2 Shares remain outstanding) and will provide full and unconditional joint and several subordinated guarantees of the payments to be made by the Filer in respect of Future Class A Preference Shares and Resulting Class A Shares (if any Future Class A Preference Shares are convertible into other Series of Class A Preference Shares), as stipulated in agreements governing the rights of holders of the securities, that result in the holders of such securities being entitled to receive payment from BREP within 15 days of any failure by the Filer to make a payment;

(f) the prospectus will incorporate by reference the documents of BREP set forth under Item 11.1 of Form 44-101F1;

(g) the prospectus disclosure required by Item 11 of Form 44-101F1 will be addressed by incorporating by reference BREP's public disclosure documents referred to in paragraph 46(f) above; and

(h) BREP will continue to satisfy all of the criteria in section 2.2 of NI 44-101.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that:

1. in respect of the Continuous Disclosure Requirements, the Filer and BREP continue to satisfy the conditions set out in subsection 13.4(2.1) of NI 51-102, except as modified as follows:

(a) any reference to parent credit supporter in section 13.4 shall be deemed to include BREP notwithstanding its indirect ownership of the Filer through BRELP,

(b) any reference to subsidiary credit supporter in section 13.4 shall be deemed to include Bermuda Holdco and CanHoldco and their affiliates, including BREP and BREP Related Entities, notwithstanding BREP's indirect ownership of such entities through BRELP,

(c) BREP does not have to comply with the conditions in section 13.4(2)(a) and section 13.4(2.1)(b) of NI 51-102 if

(i) the Voting Agreement remains in force with the terms described in paragraph 44 above and the Voting Agreement is disclosed in BREP's AIF (as defined in NI 51-102),

(ii) BREP directly holds at least a 50.01% ownership interest in BRELP,

(iii) the aggregate ownership interest of Brookfield and BRELP GP LP in BRELP does not exceed 49.99%,

(iv) no party other than BREP, Brookfield and BRELP GP LP will have any direct or indirect ownership of, or control or direction over, voting securities of BRELP,

(v) no party other than BREP, Brookfield, BRELP GP LP and BRELP will have any direct or indirect ownership of, or control or direction over, voting securities of Bermuda Holdco and CanHoldco,

(vi) no party other than BREP, Brookfield, BRELP GP LP, BRELP, CanHoldco, BRP Canada, BRHC and their affiliates, including BREP and BREP Related Entities, will have any direct or indirect ownership of, or control or direction over, voting securities of the Filer,

(vii) BREP is a reporting issuer, or the equivalent, in all provinces of Canada that files all documents it is required to file under NI 51-102, and does not comply with any of the requirements of NI 51-102 by relying on a provision of National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers,

(viii) BREP consolidates in its financial statements BRELP, Bermuda Holdco, CanHoldco and the Filer as well as any entities consolidated by any of the foregoing, and

(ix) the issued and outstanding voting securities of Bermuda Holdco, CanHoldco and the Filer are 100% owned by their respective parent companies or entities,

(d) the Filer does not have to comply with the conditions in section 13.4(2)(c) of NI 51-102 if the Filer does not issue any securities, and does not have any securities outstanding, other than

(i) designated credit support securities,

(ii) securities issued to and held by BREP or BREP Related Entities, and

(iii) debt securities issued to and held by banks, loan corporations, loan and investment corporations, savings companies, trust corporations, treasury branches, saving or credit unions, financial services cooperatives, insurance companies or other financial institutions,

(iv) securities issued under the exemptions from the prospectus requirements in Section 2.35 of National Instrument 45-106 Prospectus and Registration Exemptions,

(v) Series 1 Shares and Series 2 Shares, and

(vi) Future Class A Preference Shares and Resulting Class A Preference Shares (if any Future Class A Preference Shares are convertible into other series of Class A Preference Shares) provided that BREP has provided full and unconditional joint and several subordinated guarantees of the payments to be made by the Filer in respect of such securities, as stipulated in agreements governing the rights of holders of the securities, that result in the holders of such securities being entitled to receive payment from BREP within 15 days of any failure by the Filer to make a payment, and

(e) the summary financial information referred to in section 13.4(2.1)(c) of NI 51-102 will be reconciled to the consolidated financial statements of BREP, including any minority interest adjustments;

2. in respect of the Certification Requirements, the Audit Committee Requirements and the Corporate Governance Requirements, BREP and the Filer continue to satisfy the conditions for relief from the Continuous Disclosure Requirements set forth above;

3. in respect of the Insider Reporting Requirements, an insider of the Filer can only rely on the Exemption Sought so long as:

(a) the insider complies with the conditions in sections 13.4(3)(b) and (c) of NI 51-102, and

(b) the Filer and BREP continue to satisfy the conditions for relief from the Continuous Disclosure Requirements set forth above;

4. in respect of the Qualification Requirements, Incorporation by Reference Requirement, the Earnings Coverage Requirements and the Subsidiary Credit Supporter Requirements so long as,

(a) the Filer and BREP, as applicable, comply with paragraph 46 above,

(b) the Filer and BREP satisfy the conditions set out in section 13.3 of Form 44-101F1, except as modified as follows:

(i) any reference to parent credit supporter in section 13.3 of Form 44-101F1 shall be deemed to include BREP notwithstanding its indirect ownership of the Filer through BRELP,

(ii) any reference to subsidiary credit supporter in section 13.3 of Form 44-101F1 shall be deemed to include Bermuda Holdco and CanHoldco and their affiliates, including BREP and BREP Related Entities, notwithstanding BREP's indirect ownership of such entities through BRELP,

(iii) BREP does not have to comply with the conditions in sections 13.3(1)(e) and 13.3(1)(f) of Form 44-101F1 if it meets the conditions in paragraph 1(c) of this decision above,

(iv) the Filer does not have to comply with the condition in Section 2.4 of NI 44-101 that the securities being distributed be non-convertible preferred shares and section 13.3(1)(d) of Form 44-101F1 if, on completion of any offering of Future Class A Preference Shares, it meets the conditions in paragraph 1(d) of this decision above, and

(v) the summary financial information referred to in section 13.3(1)(g) of Form 44-101F1 will be reconciled to the consolidated financial statements of BREP, including any minority interest adjustments,

(c) any preliminary short form prospectus and final short form prospectus of the Filer contains (or incorporates by reference a document containing) a corporate organizational chart showing the ownership and control relationships among Brookfield, BREP and its general partner, BRELP GP LP and its general partner, BRELP, Bermuda Holdco, CanHoldco and the Filer, and

(d) the Filer and BREP continue to satisfy the conditions for relief from the Continuous Disclosure Requirements set forth above.

As to the Exemption Sought (other than from the Insider Reporting Requirements in the Securities Act (Ontario)).

As to the Exemption Sought from the Insider Reporting Requirements in the Securities Act (Ontario).