What major corporate change does Brookfield Business Corporation (BBU) report in this Form 6-K?

The company reports completion of a plan of arrangement under which public holders of Brookfield Business Holdings exchangeable shares and Brookfield Business Partners units received one Brookfield Business Corporation Class A subordinate voting share per security, consolidating public equity into the BBUC share structure.

How were Brookfield Business Partners L.P. (BBP) units treated in the March 2026 arrangement?

Public holders of non-voting limited partnership units of Brookfield Business Partners L.P. received one Brookfield Business Corporation Class A subordinate voting share for each unit. Certain redemption-exchange and special limited partner units in Brookfield Business L.P. were also exchanged one-for-one for BBUC Class A shares.

What is the size of Brookfield’s preferred securities commitment to Brookfield Business Partners L.P.?

Under the commitment agreement, Brookfield Corporation agreed to subscribe for up to $1.5 billion of preferred securities of BBU subsidiary issuers. Affiliates of Brookfield have already subscribed for $1.475 billion, and the commitment period is extended to December 31, 2026.

What does the new Registration Rights Agreement between Brookfield Corporation and BBUC provide?

The Registration Rights Agreement grants Brookfield and its transferees registration rights over BBUC Class A shares, including demand, shelf and piggyback registrations under U.S. and Canadian securities laws, with Brookfield able to request underwritten offerings and BBUC bearing specified registration expenses.

What changes were made to the Brookfield Business Partners L.P. partnership agreement?

The fourth amendment updates the definition of the partnership agreement, revises governing law and jurisdiction provisions, and introduces mechanics to support the arrangement, including a redemption right for units and a related corporate call right, subject to required approvals from the general partner and unit holders.

What is the role of the Sixth Amended and Restated Credit Agreement in this filing?

The Sixth Amended and Restated Credit Agreement sets out an updated credit facility for several Brookfield Business borrowers, guaranteed by Brookfield Business Partners L.P. and BBUC Holdings Inc., with Brookfield Corporate Treasury Ltd. as lender, and details covenants, events of default and guarantee provisions.

Which governance policies does Brookfield Business Corporation include as exhibits in this 6-K?

The filing attaches a code of business conduct and ethics, an audit committee charter, a clawback policy, and a personal trading policy, along with a notice of change in corporate structure, formalizing key governance and compliance frameworks for Brookfield Business Corporation and related entities.

Brookfield Business updates structure and key agreements

Exhibit 99.2

FIRST AMENDMENT TO
THE TRADE-MARK SUBLICENSE AGREEMENT

THIS AMENDMENT (the “Amendment”) to the Trade-Mark Sublicense Agreement, dated as of May 24, 2016 (the “Agreement”) among Brookfield Asset Management Holdings SRL (formerly known as Brookfield Asset Management Holdings Ltd.). (the “Sublicensor”), Brookfield Business Partners L.P. (“BBP”) and Brookfield Business L.P. (“Holding LP”) is made as of the 27^th day of March, 2026 by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

WHEREAS, on the date hereof, BBP and Brookfield Business Holdings Corporation (“BBHC”) completed a plan of arrangement (the “Arrangement”) pursuant to which, amongst other things: (i) public holders of class A exchangeable subordinate voting shares (the “Exchangeable Shares”) of BBHC received one (1) class A subordinate voting share (each, a “Class A Share”) of Brookfield Business Corporation (“BBUC”) in exchange for each Exchangeable Share held; (ii) public holders of non-voting limited partnership units (the “Units”) of BBP received one (1) Class A Share in exchange for each Unit held; (iii) redemption-exchange units of Holding LP were exchanged on a one-for-one basis for Class A Shares; and (iv) special limited partner units of Holding LP were exchanged on a one-for-one basis for Class A Shares;

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

NOW THEREFORE,

1.

Amendments to Article 1

The definition of “Sublicensees” in Section 1 is hereby deleted in its entirety and replaced with the following:

“Sublicensees” means each of BBUC, a corporation existing under the laws of the Province of British Columbia, having its registered office at 1500-1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7, BBP, an exempted limited partnership existing under the laws of Bermuda, having its registered office at 73 Front Street, Hamilton HM 12, Bermuda and Holding LP, an exempted limited partnership existing under the laws of Bermuda, having its registered office at 73 Front Street, Hamilton, HM 12, Bermuda.;

The following is added as a new definition in Section 1:

“BBUC” means Brookfield Business Corporation;

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2.

Amendments to Article 2

Section 2.5 is hereby deleted in its entirety and replaced with the following:

Licensor Costs. Owner and Sublicensor shall be responsible for all costs associated with filing, prosecution and maintenance of applications and registrations for the Trade-Mark(s), and for all costs associated with any cancellation, opposition or infringement proceedings, unless the costs are incurred at the request of Sublicensee.

3.

Amendments to Article 6

Section 6.2 is hereby deleted in its entirety and replaced with the following:

6.2

Termination of Agreement at Election of the Sublicensor. The Sublicensor may terminate this Agreement effective upon giving written notice of termination to the Sublicensees in the event of the termination of the master services agreement (the “Master Services Agreement”), as may be amended from time to time, among the Service Providers (as defined in the Master Services Agreement), the Sublicensees and others or any successor management agreement pursuant to which any Affiliate of Brookfield Corporation (“BN”) provides management services to the Sublicensees or their successors. The Sublicensor may terminate this Agreement with respect to a Sublicensee upon giving 30 days’ written notice of termination to such Sublicensee on the following events:

(i)

the bankruptcy, insolvency, receivership or winding-up of such Sublicensee;

(ii)

the date prior to the date on which the seizure or attachment of the property, assets or undertaking of such Sublicensee, as a result of any action taken against it by any other Person;

(iii)

such Sublicensee defaults in the performance of any material term, condition or agreement under this Agreement and the default continues for a period of 30 days after written notice of the breach is given to such Sublicensee;

(iv)

such Sublicensee ceases to be an Affiliate of BN;

(v)

such Sublicensee assigns, sublicenses, pledges, mortgages or otherwise encumbers its sublicense with respect to the Trade-Marks; or

(vi)

the termination or amendment of the Master License if such termination or amendment results in a loss of rights licensed hereunder by the Sublicensor.

It is acknowledged by the Sublicensor that the Service Providers will be responsible for managing the Sublicensees’ obligations under this Agreement pursuant to the Master Services Agreement and further acknowledged and agreed that the Sublicensees will be deemed to be in compliance with the provisions contained herein to the extent that the Service Providers or any other Affiliate of BN is responsible for compliance with such provisions on behalf of the Sublicensees unless, in either case, the board of directors of BBUC has directed the Service Providers or such other Affiliate of BN to take any action or refrain from taking any action or has failed to respond to a written request by the Service Providers or such other Affiliate of BN for a direction within a reasonable period of time of such request, in each case which results directly in the breach of any provision contained herein;

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4.

Amendments to Article 8

Section 8.4 is hereby deleted in its entirety and replaced with the following:

8.4

Limited Liability of Limited Partners of BBP and Holding LP. The Parties acknowledge that the BBP and Holding LP are each a limited partnership formed under the laws of Bermuda, a limited partner of which is liable for any liabilities or losses of the partnership only to the extent of the amount that such limited partner has contributed, or agreed to contribute, to the capital of the partnership and such limited partner’s pro rata share of any undistributed income. The Parties further acknowledge that BBP is the sole general partner of Holding LP, and that Brookfield Business Partners Limited is the sole general partner of BBP.

5.

Amendments to Article 18

Article 18 is hereby deleted in its entirety and replaced with the following:

If to the Sublicensor:

Brookfield Asset Management Holdings SRL
Rendezvous Corporate Centre
Rendezvous
Christ Church
BB15131
Barbados

With a copy to:

Brookfield Corporation
Suite 100, Brookfield Place
181 Bay Street
Box 762
Toronto, ON
M5J 2T3

Attn: Chief Operating Officer

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If to the Sublicensees:

Brookfield Business Corporation
225 Liberty Street, 8^th Floor
New York, NY 10281-1048

Attn: Secretary

6.

Effective Date

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

7.

Governing Law

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

8.

General

(a)

Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect.

(b)

This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall be construed together as one agreement.

[Remainder of this page left blank intentionally.]

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

BROOKFIELD ASSET MANAGEMENT HOLDINGS SRL (Formerly known as Brookfield Asset Management Holdings Ltd.)

By:	/s/ Gregory McConnie
	Name:	Gregory McConnie
	Title:	Manager

BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED

By:	/s/ Jane Sheere
	Name:	Jane Sheere
	Title:	Secretary

BROOKFIELD BUSINESS L.P., by its managing general partner, BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED

By:	/s/ Jane Sheere
	Name:	Jane Sheere
	Title:	Secretary

BROOKFIELD BUSINESS CORPORATION

By:	/s/ A.J. Silber
	Name:	A.J. Silber
	Title:	Authorized Signatory

[Signature Page – Amendment to Trade-Mark Sublicense Agreement (BBUC)]

Exhibit 99.5

BROOKFIELD BUSINESS PARTNERS L.P.

FOURTH AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

THIS AMENDMENT (the “Amendment”) to the Amended and Restated Limited Partnership Agreement of Brookfield Business Partners L.P. (the “Partnership”), dated as of May 31, 2016, as amended by the First Amendment to the Amended and Restated Limited Partnership Agreement dated June 17, 2016, as amended by the Second Amendment to the Amended and Restated Limited Partnership Agreement dated May 18, 2020, and as amended by the Third Amendment to the Amended and Restated Limited Partnership Agreement dated March 15, 2022 (as amended, the “Agreement”) is made as of the 27^th day of March, 2026, but following the acquisition by 1559985 B.C. Ltd. (the “Corporation”) of Units pursuant to Section 3.1(f) of the Plan of Arrangement (as defined below), by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

WHEREAS, pursuant to the arrangement agreement dated November 6, 2025 between the Corporation, the Partnership and Brookfield Business Corporation (“BBUC”), the Corporation has agreed to acquire, directly or indirectly, all of the issued and outstanding Units and class A exchangeable subordinate voting shares in the capital of BBUC in exchange for class A subordinate voting shares in the capital of the Corporation (the “Class A Shares”), to be implemented pursuant to a plan of arrangement (the “Plan of Arrangement”) made in accordance with the applicable provisions of the Business Corporations Act (British Columbia) (and the regulations made thereunder) (the “Transaction”);

AND WHEREAS, pursuant to the terms of the Transaction, holders of Units will be entitled to receive, in respect of each Unit held, one (1) Class A Share (the “Class A Consideration”) and may elect to receive a portion of their Class A Consideration in the form of Corporation Notes (as defined in the Plan of Arrangement), which will be subsequently transferred and assigned to the Corporation in exchange for Class A Shares pursuant to the Plan of Arrangement;

AND WHEREAS, in order to effect the Transaction, the General Partner desires to amend the Agreement as set out herein to, inter alia, provide the Partnership with a right of redemption in order to redeem Units for the Cash Consideration and to provide the Corporation with an overriding call right following the exercise by the Partnership of such redemption right in order to purchase such Units for the Class A Consideration;

AND WHEREAS, pursuant to Section 14.2.1 of the Agreement, amendments to the Agreement may only be proposed by or with the consent of the General Partner and the General Partner has proposed and consented to the Amendment;

AND WHEREAS, pursuant to Section 14.3.4 of the Agreement, the Partnership has obtained Opinions of Counsel acceptable to the General Partner to the effect that the Amendment (i) will not cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided that for U.S. tax purposes the General Partner has not made the election contemplated by Section 9.6 of the Agreement) and (ii) will not affect the limited liability of any Limited Partner or any limited partner of Holding LP under applicable Law;

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AND WHEREAS, pursuant to Section 14.2.2. of the Agreement, the Amendment shall be effective upon its approval by the General Partner and, where required under the Agreement or by the Limited Partnership Act, on the consent, vote or approval of the amendment by the holders of a majority of the voting power of the Outstanding Units;

AND WHEREAS, a meeting (the “Meeting”) of the holders of Units was held on January 13, 2026 at which resolutions approving the Amendment and the Transaction were adopted by holders of a majority of the Units that attended the Meeting virtually or by proxy and such resolutions were also adopted in accordance and compliance with the Agreement;

NOW THEREFORE,

1.

Amendments to Article 1

(a)

Section 1.1 is hereby amended by adding the following definitions:

1.1.2.1

“Amendment Effective Time” means the time that the Fourth Amendment to the Amended and Restated Limited Partnership Agreement of the Partnership dated as of March 27, 2026 becomes effective pursuant to Section 3.1(g) of the Plan of Arrangement;

1.1.2.2

“Arrangement” means the arrangement under Section 288 of the Business Corporations Act (British Columbia) (and the regulations made thereunder) in accordance with the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments, modifications or supplements to the Plan of Arrangement made in accordance with the Arrangement Agreement and Section 6.1 of the Plan of Arrangement or made at the discretion of the Court (as defined in the Plan of Arrangement) with the consent of the Partnership and BBUC, each acting reasonably;

1.1.2.3

“Arrangement Agreement” means the arrangement agreement dated November 6, 2025 between the Corporation, the Partnership and BBUC with respect to the Arrangement, as may be amended from time to time in accordance with its terms;

1.1.2.4

“Arrangement Year” has the meaning assigned to such term in Section 4.4.4;

1.1.4.1

“BBUC” means Brookfield Business Corporation;

1.1.10.1

“Call Right” has the meaning assigned to such term in Section 7.5.1;

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1.1.12.1

“Cash Consideration” means the amount equal to the value of one (1) Class A Share;

1.1.15.1

“Class A Consideration” means one (1) Class A Share for each Public Unit;

1.1.15.2

“Class A Share” means a class A subordinate voting share in the capital of the Corporation;

1.1.19.1

“Corporation” means 1559985 B.C. Ltd.;

1.1.20.1

“Effective Date” has the meaning assigned to such term in the Arrangement Agreement;

1.1.49.1

“Meeting” means such meeting or meetings of Unitholders, including any adjournment or postponement thereof, convened to consider, and if deemed advisable approve, the Resolutions;

1.1.51.1

“Notional Year” has the meaning assigned to such term in Section 4.4.4;

1.1.62.1

“Plan of Arrangement” means the plan of arrangement in substantially the form of Schedule A of the Arrangement Agreement subject to any amendments, modifications or supplements made thereto in accordance with the Arrangement Agreement and Section 6.1 of the Plan of Arrangement or made at the discretion of the Supreme Court of British Columbia with the consent of the Partnership and BBUC, each acting reasonably;

1.1.62.3

“Public Unitholder” means a holder of Public Units;

1.1.62.4

“Public Units” means the Units that are issued and outstanding (except for those Units held by the Corporation) at the Amendment Effective Time;

1.1.70.

“Resolutions” means the resolutions of the Unitholders adopted at the Meeting approving the Transaction;

1.1.76.1

“Transaction” means the transactions to be implemented pursuant to the Plan of Arrangement and in accordance with the Arrangement Agreement, pursuant to which, amongst other things, by the Corporation will acquire of all of the issued and outstanding Units and class A exchangeable subordinate voting shares in the capital of BBUC in exchange for Class A Shares; and

1.1.81.1

“Unitholder” means a registered or beneficial holder of a Unit.

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(b) Section 1.1.2 is hereby deleted in its entirety and replaced with the following:

“Agreement” means this Amended and Restated Limited Partnership Agreement of Brookfield Business Partners L.P., as amended by the First Amendment to the Amended and Restated Limited Partnership Agreement dated as of June 17, 2016, as amended by the Second Amendment to the Amended and Restated Limited Partnership Agreement dated as of May 18, 2020, as amended by the Third Amendment to the Amended and Restated Limited Partnership Agreement dated as of March 15, 2022 and as amended by the Fourth Amendment to the Second Amended and Restated Limited Partnership Agreement of the Partnership dated as of March 27, 2026;

2.

Amendment to Section 1.7

Section 1.7 is hereby deleted in its entirety and replaced with the following:

Section 1.7 Governing Law; Submission to Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of Bermuda. Each of the Partners (other than governmental entities prohibited from submitting to the jurisdiction of a particular jurisdiction) will submit to (i) the non-exclusive jurisdiction of the courts of Bermuda and British Columbia in any dispute, suit, action or proceeding arising out of or relating to this Agreement and (ii) the non-exclusive jurisdiction of the courts of Bermuda and British Columbia in any dispute, suit, action or proceeding arising out of or relating to the Transaction (including, for greater certainty, arising out of or in relation to the terms of Section 7.6). Each Partner waives, to the fullest extent permitted by Law, any immunity from jurisdiction of any such court or from any legal process therein and further waives, to the fullest extent permitted by Law, any claim of inconvenient forum, improper venue or that any such court does not have jurisdiction over the Partner. Any final judgment against a Partner in any proceedings brought in any such court will be conclusive and binding upon the Partner and may be enforced in the courts of any other jurisdiction of which the Partner is or may be subject, by suit upon such judgment. Notwithstanding the foregoing, unless the General Partner consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the United States Securities Act of 1933, as amended. Nothing in this Section 1.7 shall be deemed to apply to any suits brought to enforce any liability or duty created by the Securities Exchange Act. Any person or entity purchasing or otherwise acquiring any interest in any security of the Partnership shall be deemed to have notice of and consented to the provisions of this Section 1.7. The foregoing submission to jurisdiction and waivers will survive the dissolution, liquidation, winding up and termination of the Partnership.

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3.

Amendments to Article 4

Article 4 is hereby amended by adding the following provision:

4.4.4

For purposes of Section 4.4.2 and Section 4.4.3, in computing the Partnership’s Income for Canadian Tax Purposes for the fiscal year of the Partnership that includes the Arrangement (the “Arrangement Year”), the Partnership shall be considered to have a had a fiscal year (the “Notional Year”) commencing on January 1, 2026 and ending immediately following the completion of the Arrangement steps occurring on the Effective Date. The Partnership shall determine its net income or net loss for the Notional Year on a “closing of the books” basis reasonably and in good faith, as would be determined without reference to this section, provided, however, that any gain or income from a disposition of property occurring after the end of the Notional Year shall not be allocated to the Notional Year; and any transaction expenses incurred by the Partnership in the Notional Year shall be allocated to and, to the extent permitted by the Income Tax Act, deducted in computing the income of the Partnership in the Notional Year. For greater certainty, the balance (if any) of the Income for Canadian Tax Purposes after allocating the Special Income Allocation Amount to the Limited Partners whose Units are acquired, bought, bought back, redeemed or otherwise purchased in the manner described in Section 4.4.3.1 using money or property derived in the manner described in Section 4.4.3.2 by the Partnership or the Affiliate, for the Arrangement Year will be allocated to all Partners for the Notional Year in accordance with Section 4.4.2. Absent any assessment in respect of taxes, the Partnership shall not amend any allocation of Income for Canadian Tax Purposes or Loss for Canadian Tax Purposes to Limited Partners in respect of the Arrangement Year or any previous fiscal year.

4.

Amendment to Article 7

Article 7 is hereby amended by adding the following provisions:

7.4

Redemption by the Partnership

7.4.1

Subject to any applicable Laws and the due exercise of the Call Right pursuant to Section 7.5, the Partnership will have the right, on the Effective Date, to redeem all, but not less than all, of the then outstanding Public Units for an amount per unit equal to the Cash Consideration.

7.4.2

If the Partnership exercises its right to redeem Public Units under this Section 7.4, and, subject to the exercise of the Call Right, the Partnership will cause to be delivered to the Public Unitholders the Cash Consideration for each Public Unit so redeemed upon presentation and surrender at the registered office of the Partnership or at any office of the Transfer Agent of the certificates (if any) representing such Public Units, together with such additional documents and instruments as the Transfer Agent may reasonably require. Payment of the aggregate Cash Consideration payable to a Public Unitholder will be made by delivery to such Public Unitholder, at the address of such Public Unitholder recorded in the register of the Partnership or by holding for pick-up by the Public Unitholder at the registered office of the Partnership or at any office of the Transfer Agent. Provided that such aggregate Cash Consideration has been so deposited on or before the Effective Date in accordance with the Arrangement Agreement and the Plan of Arrangement, the Public Units will be redeemed and the rights of the Public Unitholders thereof on and after the Effective Date will be limited to receiving their proportionate part of the aggregate Cash Consideration for such Public Units so deposited, against presentation and surrender of the said certificates held by them in accordance with the foregoing provisions and the Public Unitholders will not be entitled to exercise any of the rights of Public Unitholders in respect thereof, other than the right to receive the Cash Consideration for each Public Unit redeemed.

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7.5

Call Right

7.5.1

Subject to the limitations set forth in Section 7.5.2, the Corporation will have the overriding right (the “Call Right”), notwithstanding the right of the Partnership to redeem the Public Units pursuant to Section 7.4 hereof, to purchase (on the Effective Date) Public Units on payment by the Corporation of the Class A Consideration for each such Public Unit. In the event of the exercise by the Corporation of its Call Right, each Public Unitholder will be obligated to sell all the Public Units which are subject to the Call Right held by such Public Unitholder to the Corporation on the Effective Date on payment by, or on behalf of the Corporation, to such Public Unitholder of the Class A Consideration for each such Public Unit.

7.5.2

The Corporation must provide notice of its intention to exercise its Call Right immediately after the Partnership exercises its right to redeem Public Units under Section 7.4. If the Corporation duly exercises its Call Right in accordance with this Section 7.5, the right of the Partnership to redeem those Public Units which are subject to the Call Right pursuant to Section 7.4 on the Effective Date will terminate at such time and, on the Effective Date, the Corporation will purchase and the Public Unitholders of such Public Units will sell all of the Public Units subject to the Call Right in accordance with this Section 7.5.

7.5.3

For the purposes of completing a purchase of the Public Units pursuant to the exercise of the Call Right, the Corporation will deposit or cause to be deposited with the Transfer Agent, on or before the Effective Date, the aggregate Class A Consideration deliverable by the Corporation pursuant to Section 7.5.1. Provided that the aggregate Class A Consideration has been so deposited, on and after the Effective Date, the Public Unitholders will cease to be Unitholders of such Public Units and will not be entitled to exercise any of the rights of Public Unitholders in respect thereof other than the right to receive such Public Unitholder’s portion of the aggregate Class A Consideration and such Public Unitholder will on and after the last Business Day prior to such Effective Date be considered and deemed for all purposes to be holders of the securities delivered to them as part of the Class A Consideration which such Public Unitholder is entitled. Upon presentation to the Transfer Agent of the documents and instruments as may be required to effect a transfer of Public Units under the Limited Partnership Act, the Agreement and such additional documents and instruments as the Transfer Agent and the Partnership may reasonably require, the Public Unitholder will be entitled to receive in exchange therefor, and the Transfer Agent on behalf of the Corporation will deliver to such Public Unitholder, the Class A Consideration. If the Corporation does not exercise the Call Right in the manner described above, on the Effective Date a Public Unitholder will be entitled to receive in exchange therefor the Cash Consideration otherwise payable by the Partnership in connection with the redemption of the Public Units pursuant to Section 7.4 hereof.

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7.5.4

For greater certainty, the Corporation and/or its Affiliates may undertake such transactions as may be necessary or desirable in order to deliver, or cause to be delivered, all or a portion of the Class A Shares to Public Unitholders in accordance with Section 7.5.3, provided such transactions are not prejudicial to the rights or interests of any Public Unitholder.

7.5.5

Each Public Unitholder, by virtue of becoming and being such a Public Unitholder, will be deemed to acknowledge the Call Right in favour of the Corporation and the overriding nature thereof and to be bound thereby in favour of the Corporation as herein provided.

7.5.6

For greater certainty, the transfer of Public Units of the Partnership as described in Section 3.1(c) and (f) of the Plan of Arrangement shall take place pursuant to the Plan of Arrangement and not in connection with the exercise of the Call Right.

7.6

Dissent Rights

7.6.1

Subject to this Section 7.6, any Unitholder may dissent in respect of the Transaction.

7.6.2

In addition to any other right the Unitholder may have, a Unitholder who complies with this Section 7.6 is entitled, after the Transaction is completed, to be paid by the Partnership the fair value of the Units held by the Unitholder, determined as of the close of business on the day before the Resolutions were adopted.

7.6.3

A dissenting Unitholder may only claim under this Section 7.6 with respect to all of the Units held by the Unitholder and registered in the name of the dissenting Unitholder at the record date set by the General Partner in respect of the Meeting.

7.6.4

A dissenting Unitholder shall send to the Partnership, at least two days prior to the Meeting, a written objection to the Resolutions, unless the Partnership did not give notice to the Unitholder of the purpose of the Meeting and of the Unitholder’s right to dissent.

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7.6.5

The Partnership shall, within ten days after the Unitholders adopt the Resolutions, send to each Unitholder who has filed the objection referred to in Section 7.6.4 notice that the Resolutions have been adopted, but such notice is not required to be sent to any Unitholder who voted for or abstained from voting for the Resolutions or who has withdrawn its objection (and, for greater certainty, a Unitholder who voted for or abstained from voting for the Resolutions or who has withdrawn its objection will not be considered a dissenting Unitholder).

7.6.6

A dissenting Unitholder entitled to receive notice under Section 7.6.5 shall, within twenty days after receiving such notice, or, if the dissenting Unitholder does not receive such notice, within twenty days after learning that the Resolutions have been adopted, send to the Partnership a written notice containing:

(i)

the dissenting Unitholder’s name and address;

(ii)

the number of Units in respect of which the dissenting Unitholder dissents; and

(iii)

a demand for payment of the fair value of such Units.

7.6.7

Not later than the thirtieth day after the sending of a notice under Section 7.6.6, a dissenting Unitholder shall send the certificates representing the Units held by the Unitholder to the Partnership or its Transfer Agent.

7.6.8

A dissenting Unitholder who fails to comply with Section 7.6.7 has no right to make a claim under this Section 7.6.

7.6.9

The Partnership or its Transfer Agent shall endorse on any certificate received under Section 7.6.7 a notice that the Unitholder is a dissenting Unitholder under this Section 7.6 and shall return forthwith the certificates to the dissenting Unitholder.

7.6.10

On sending a notice under Section 7.6.6, a dissenting Unitholder ceases to have any rights as a Unitholder other than the right to be paid the fair value of the Units as determined under this Section 7.6 except where:

(i)

the dissenting Unitholder withdraws the notice before the Partnership makes an offer under Section 7.6.11;

(ii)

the Partnership fails to make an offer in accordance with Section 7.6.11 and the dissenting Unitholder withdraws the notice; or

(iii)

the Arrangement Agreement is terminated in accordance with its terms,

in which case the dissenting Unitholder’s rights are reinstated as of the date the dissenting Unitholder sent the notice referred to in Section 7.6.6.

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7.6.11

The Partnership shall, not later than seven days after the later of the day on which the action approved by the Resolutions is effective or the day the Partnership received the notice referred to in Section 7.6.6, send to each dissenting Unitholder who has sent such notice a written offer to pay for the dissenting Unitholder’s Units in an amount considered by the board of directors of the General Partner to be the fair value, accompanied by a statement showing how the fair value was determined.

7.6.12

Every offer made under Section 7.6.11 for Units shall be on the same terms.

7.6.13

The Partnership shall pay for the Units of a dissenting Unitholder within 10 days after an offer made under Section 7.6.11 has been accepted, but any such offer lapses if the Partnership does not receive an acceptance thereof within 30 days after the offer has been made.

7.6.14

Where the Partnership fails to make an offer under Section 7.6.11, or if a dissenting Unitholder fails to accept an offer, the Partnership may, within 50 days after the action approved by the Resolutions is effective or within such further period as a court may allow, apply to a court to fix a fair value for the Units of any dissenting Unitholder.

7.6.15

If the Partnership fails to apply to a court under Section 7.6.14, a dissenting Unitholder may apply to a court for the same purpose within a further period of 20 days or within such further period as a court may allow.

7.6.16

The only court where an application under Sections 7.6.14 or 7.6.15 shall be made is the Supreme Court of British Columbia.

7.6.17

A dissenting Unitholder is not required to give security for costs in an application made under Sections 7.6.14 or 7.6.15.

7.6.18

On an application under Sections 7.6.14 or 7.6.15:

(i)

all dissenting Unitholders whose Units have not been purchased by the Partnership shall be joined as parties and bound by the decision of the court; and

(ii)

the Partnership shall notify each affected dissenting Unitholder of the date, place and consequences of the application and of the dissenting Unitholder’s right to appear and be heard in person or by counsel.

7.6.19

On an application to a court under Sections 7.6.14 or 7.6.15, the court may determine whether any other person is a dissenting Unitholder who should be joined as a party, and the court shall then fix a fair value for the Units of all dissenting Unitholders.

7.6.20

A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the Units of the dissenting Unitholders.

- 10 -

7.6.21

The final order of a court in the proceedings commenced by an application under Sections 7.6.14 or 7.6.15 shall be rendered against the Partnership in favour of each dissenting Unitholder and for the amount of the Units as fixed by the court.

7.6.22

If Section 7.6.24 applies, the Partnership shall, within ten days after the pronouncement of an order under Section 7.6.21, notify each dissenting Unitholder that it is unable lawfully to pay dissenting Unitholders for their Units.

7.6.23

If Section 7.6.24 applies, a dissenting Unitholder, by written notice delivered to the Partnership within thirty days after receiving a notice under Section 7.6.22, may

(i)

withdraw their notice of dissent, in which case the Partnership is deemed to consent to the withdrawal and the Unitholder is reinstated to their full rights as a Unitholder; or

(ii)

retain a status as a claimant against the Partnership, to be paid as soon as the Partnership is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the Partnership but in priority to its Unitholders.

7.6.24

The Partnership shall not make a payment to a dissenting Unitholder under this section if there are reasonable grounds for believing that

(i)

the Partnership is or would after the payment be unable to pay its liabilities as they become due; or

(ii)

the realizable value of the Partnership’s assets would thereby be less than the aggregate of its liabilities.

7.6.25

The provisions of Section 9.5 shall apply mutatis mutandis to any payment to a Unitholder under this Section 7.6.

5.

Effective Date

This Amendment shall be effective at the time it is stated to become effective pursuant to Section 3.1(g) the Plan of Arrangement.

6.

Governing Law

This Amendment shall be governed by and construed in accordance with the laws of Bermuda.

- 11 -

7.

General

(a)

Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect.

(b)

This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall be construed together as one agreement.

[Remainder of this page left blank intentionally.]

IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the 27^th day of March, 2026.

GENERAL PARTNER: BROOKFIELD BUSINESS PARTNERS LIMITED

By:	/s/ James Bodi
	Name:	James Bodi
	Title:	Vice President

All Limited Partners now and hereafter admitted as limited partners of the Partnership, pursuant to Powers of Attorney now and hereafter executed in favor of, and granted and delivered to, the General Partner.

GENERAL PARTNER: BROOKFIELD BUSINESS PARTNERS LIMITED

By:	/s/ James Bodi
	Name:	James Bodi
	Title:	Vice President

Exhibit 99.7

FIRST AMENDMENT TO THE
AMENDED AND RESTATED MASTER SERVICES AGREEMENT

THIS AMENDMENT (the “Amendment”) to the Amended and Restated Master Services Agreement, dated as of January 23, 2024 (the “Agreement”) among Brookfield Corporation (“Brookfield”), Brookfield Business Partners L.P. (“BBP”) and others is made as of the 27^th day of March, 2026 by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

WHEREAS, on the date hereof, BBP and Brookfield Business Holdings Corporation (“BBHC”) completed a plan of arrangement (the “Arrangement”) pursuant to which, amongst other things: (i) public holders of class A exchangeable subordinate voting shares (the “Exchangeable Shares”) of BBHC received one (1) class A subordinate voting share (each, a “Class A Share”) of Brookfield Business Corporation (“BBUC”) in exchange for each Exchangeable Share held; (ii) public holders of non-voting limited partnership units (the “Units”) of BBP received one (1) Class A Share in exchange for each Unit held; (iii) redemption-exchange units of Brookfield Business L.P. (“Holding LP”) were exchanged on a one-for-one basis for Class A Shares; and (iv) special limited partner units of Holding LP were exchanged on a one-for-one basis for Class A Shares;

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

NOW THEREFORE,

1.

Amendments to Article 1

Section 1.1 is hereby amended by adding the following definitions:

1.1.25.1

“Class A Shares” means class A subordinate voting shares of Brookfield Business Corporation;

1.1.55.1

“BBHC” means Brookfield Business Holdings Corporation, a company incorporated under the laws of the Province of British Columbia;

1.1.55.2

“BBUC” means Brookfield Business Corporation, a company incorporated under the laws of the Province of British Columbia;

Section 1.1.6 is hereby deleted in its entirety and replaced with the following:

“Available Cash” means all cash and cash equivalents of the BBP Group available for distribution by the Service Recipients determined at the sole discretion of BBUC, which, for greater certainty, (i) may not in all cases equal an amount of cash held by the Service Recipients after the payment of expenses, debt service obligations on any indebtedness and any other expense or reserve for any liability, working capital or capital expenditure and (ii) may include cash that has been borrowed by any of the Service Recipients;

- 2 -

Section 1.1.13 is hereby deleted in its entirety and replaced with the following:

“BBP Group” means BBUC, BBP, the Holding LP, the Holding Entities, the Operating Entities and any other direct or indirect Subsidiary of a Holding Entity;

Section 1.1.47 is hereby deleted in its entirety and replaced with the following:

“Independent Committee” means a committee of the board of directors of BBUC made up of directors that are “independent” of Brookfield and its Affiliates, in accordance with BBUC’s Governing Instruments;

Section 1.1.53 is hereby deleted in its entirety and replaced with the following:

“Market Value” means, with respect to a Class A Share or Security, (i) if such Class A Share or Security is listed on a stock exchange or public quotation system, the Trading Price of such Class A Share or Security, as applicable, or (ii) if such Class A Share or Security is not listed on a stock exchange or public quotation system, the fair market value of such Class A Share or Security, as applicable, as determined by the Governing Body of BBUC;

Section 1.1.14 is hereby amended by deleting, in its entirety, the definition of “BBUC”.

Section 1.1.63 is hereby amended by deleting, in its entirety, the definition of “Redemption Exchange Units”.

Section 1.1.64 is hereby deleted in its entirety and replaced with the following:

“Relationship Agreement” means the amended and restated relationship agreement among BBUC, BBP, the Holding LP, the Holding Entities, Brookfield and the Service Providers that governs aspects of the relationship among them, as amended from time to time;

Section 1.1.72 is hereby deleted in its entirety and replaced with the following:

“Service Recipients” means BBUC, BBP, the Holding LP, the Holding Entities, BBUC Holdings and, at the option of the Holding Entities, any entity in which any of the foregoing or any combination of the foregoing holds, directly or indirectly, all of the common equity or equivalent interests, excluding, for greater certainty, any Operating Entities;

Section 1.1.73 is hereby amended by deleting, in its entirety, the definition of “Special Distribution”.

- 3 -

Section 1.1.79 is hereby deleted in its entirety and replaced with the following:

“Total Capitalization” means, with respect to any Quarter, the sum of (i) the Market Value of a Class A Share multiplied by the number of issued and outstanding Class A Shares on the last trading day of the Quarter, plus (ii) for each class or series of Security, the Market Value of a Security of such class or series multiplied by the number of Securities of such class or series issued and outstanding on the last trading day of the Quarter (calculated on a fully-diluted basis), plus (iii) the principal amount of any debt not captured by paragraph (ii) of this Section 1.1.79 owed by each Service Recipient (excluding for this purpose any amounts owed to any member of the Brookfield Group under the Credit Facilities) as of the last trading day of the applicable Quarter to any Person that is not a member of the BBP Group, which debt has recourse to any Service Recipient, less any amount of cash held by all Service Recipients on such day;

Section 1.1.80 is hereby deleted in its entirety and replaced with the following:

“Trading Price” means, for any Quarter, with respect to any Class A Share or Security that is listed on a stock exchange or public quotation system, the volume-weighted average trading price of such Class A Share or Security on the Principal Exchange for the days on which the Class A Share or Security traded during such Quarter, provided that where the Trading Price of such Class A Share or Security is calculated in any currency other than U.S. dollars, such amount will be converted to U.S. dollars for purposes of this Agreement in accordance with the applicable exchange rate, as determined by the Service Providers acting reasonably;

Section 1.1.83 is hereby amended by deleting, in its entirety, the definition of “Units”.

Section 1.5 is hereby deleted in its entirety and replaced with the following:

1.5

Generally Accepted Accounting Principles

In this Agreement, references to “generally accepted accounting principles” mean the generally accepted accounting principles used by BBUC in preparing its financial statements from time to time.

2.

Amendments to Article 3

Section 3.1.6 is hereby deleted in its entirety and replaced with the following:

3.1.6

making recommendations with respect to the payment of dividends or other distributions by the Service Recipients, including distributions by BBUC to its shareholders;

- 4 -

Section 3.1.9 is hereby deleted in its entirety and replaced with the following:

3.1.9

arranging for individuals to carry out the functions of the principal executive, accounting and financial officers for BBUC only for purposes of applicable securities laws; and;

3.

Amendments to Article 5

Section 5.2.2 is hereby deleted in its entirety and replaced with the following:

5.2.2

At the end of each calendar year, Brookfield and BBUC agree to negotiate in good faith the terms of any Compensation Charge in respect of that calendar year; provided that the amount of any Compensation Charge allocated to a member of the BBP Group must be approved by the governance and nominating committee of BBUC.

4.

Amendments to Article 7

Section 7.4.2 is hereby deleted in its entirety and replaced with the following:

7.4.2

For any Quarter in which BBUC determines that the Service Recipients have insufficient Available Cash to pay the Net Base Management Fee as well as the next regular distribution on Class A Shares, the Service Recipients may elect to pay all or a portion of the Net Base Management Fee payable in such Quarter in Class A Shares, provided that any such election will be made by the end of the applicable Quarter. If the Service Recipients elect to pay all or a portion of the Net Base Management Fee in Class A Shares, BBUC will issue, and the applicable Service Provider hereby agrees to acquire, Class A Shares equal to the portion of the Net Base Management Fee elected to be paid in Class A Shares divided by the volume-weighted average trading price of a Class A Share on the Principal Stock Exchange during the previous five (5) consecutive trading days ending on the trading day prior to the date the Service Recipients make such election (provided that no fractional Class A Shares will be issued, and such number will be rounded down to the nearest whole number with the remainder payable to the Service Providers in cash). In such case, BBUC shall apply such payment against the subscription price for such Class A Shares.

Section 7.4.3 is hereby deleted in its entirety and replaced with the following:

7.4.3

If the Service Recipients elect to pay all or any portion of the Net Base Management Fee for any Quarter in Class A Shares, the Service Recipients will take or cause to be taken all appropriate action to issue such Class A Shares, including any action required to ensure that such Class A Shares are issued in accordance with applicable Laws and are listed on any applicable stock exchanges and public quotation systems.

5.

Amendments to Article 8

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

8.2

[Intentionally deleted.]

- 5 -

6.

Amendments to Article 11

Section 11.2.2 is hereby deleted in its entirety and replaced with the following:

11.2.2

This Agreement may only be terminated by BBUC with the prior unanimous approval of the members of the Independent Committee.

7.

Amendments to Article 12

Section 12.2.1 is hereby deleted in its entirety and replaced with the following:

12.2.1

This Agreement shall not be assigned by the Service Providers without the prior written consent of BBUC, except in the case of assignment by any of the Service Providers to an Affiliate or to a Person that is its successor by merger, amalgamation, consolidation or acquisition of the business of the Service Providers, in which case the Affiliate or successor shall be bound under this Agreement and by the terms of the assignment in the same manner as such of the Service Providers is bound under this Agreement. In addition, provided that the Service Providers provide prior written notice to the Service Recipients for informational purposes only, nothing contained in this Agreement shall preclude any pledge, hypothecation or other transfer or assignment of the Service Providers’ rights under this Agreement, including any amounts payable to the Service Providers under this Agreement, to a bona fide lender as security. In addition, nothing contained in this Section 12.2 will affect the Service Providers’ ability to enter into subcontracting and other arrangements pursuant to Section 12.3.

Section 12.2.2 is hereby deleted in its entirety and replaced with the following:

12.2.2

Notwithstanding Section 12.2.1, this Agreement will not be assigned (within the meaning of the Advisers Act) by any Service Provider that is registered with the SEC as an investment adviser without the prior written consent of BBUC.

Article 12 is hereby amended by adding the following provision after Section 12.5.5:

12.5.5.1 if to BBUC:

Brookfield Business Corporation

225 Liberty Street, 8^th Floor

New York, NY

10281-1048

Attention: Secretary

- 6 -

Section 12.5.7 is hereby deleted in its entirety and replaced with the following:

12.5.5.1 if to BBHC:

Brookfield Business Holdings Corporation

225 Liberty Street, 8^th Floor

New York, NY

10281-1048

Attention: Secretary

8.

Effective Date

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

9.

Governing Law

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

10.

General

(a)

Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect.

(b)

This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall be construed together as one agreement.

[Remainder of this page left blank intentionally.]

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

BROOKFIELD CORPORATION

By:	/s/ Swati Mandava
	Name:	Swati Mandava
	Title:	Managing Director, Legal and Regulatory

BROOKFIELD BUSINESS PARTNERS L.P., by its general partner BROOKFIELD BUSINESS PARTNERS LIMITED

By:	/s/ Jane Sheere
	Name:	Jane Sheere
	Title:	Secretary

BROOKFIELD BUSINESS L.P., by its managing general partner, BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED

By:	/s/ Jane Sheere
	Name:	Jane Sheere
	Title:	Secretary

BROOKFIELD BBP CANADA HOLDINGS INC.

By:	/s/ A.J. Silber
	Name:	A.J. Silber
	Title:	Managing Director and Secretary

[Signature Page – Amendment to Master Services Agreement (BBUC)]

BROOKFIELD BBP US HOLDINGS LLC

By:	/s/ Kristen Haase
	Name:	Kristen Haase
	Title:	Managing Partner

BROOKFIELD BBP BERMUDA HOLDINGS LIMITED

By:	/s/ Gregory E.A. Morrison
	Name:	Gregory E.A. Morrison
	Title:	President

BROOKFIELD BUSINESS CORPORATION

By:	/s/ A.J. Silber
	Name:	A.J. Silber
	Title:	Director

BROOKFIELD BUSINESS HOLDINGS CORPORATION

By:	/s/ A.J. Silber
	Name:	A.J. Silber
	Title:	Authorized Signatory

BBUC HOLDINGS INC.

By:	/s/ A.J. Silber
	Name:	A.J. Silber
	Title:	Director

[Signature Page – Amendment to Master Services Agreement (BBUC)]

BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (PRIVATE EQUITY), L.P. by its general partner, BROOKFIELD PE GP ULC

By:	/s/ A.J. Silber
	Name:	A.J. Silber
	Title:	Director

BROOKFIELD BBP CANADIAN GP L.P. by its general partner, BROOKFIELD CANGP LIMITED

By:	/s/ A.J. Silber
	Name:	A.J. Silber
	Title:	Managing Director and Secretary

BROOKFIELD ASSET MANAGEMENT SERVICES SRL.

By:	/s/ Gregory McConnie
	Name:	Gregory McConnie
	Title:	Authorized Signatory

BROOKFIELD GLOBAL BUSINESS ADVISOR LIMITED

By:	/s/ Philippa Elder
	Name:	Philippa Elder
	Title:	Director

[Signature Page – Amendment to Master Services Agreement (BBUC)]

BROOKFIELD PRIVATE CAPITAL (DIFC) LIMITED

By:	/s/ Philippa Elder
	Name:	Philippa Elder
	Title:	Director

[Signature Page – Amendment to Master Services Agreement (BBUC)]

Exhibit 99.9

FIRST AMENDMENT TO
THE AMENDED AND RESTATED RELATIONSHIP AGREEMENT

THIS AMENDMENT (the “Amendment”) to the Relationship Agreement, dated as of January 23, 2024 (the “Agreement”) among Brookfield Corporation (“Brookfield”), Brookfield Business Partners L.P. (“BBP”) and others is made as of the 27^th day of March, 2026 by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.

WHEREAS, on the date hereof, BBP and Brookfield Business Holdings Corporation (“BBHC”) completed a plan of arrangement (the “Arrangement”) pursuant to which, amongst other things: (i) public holders of class A exchangeable subordinate voting shares (the “Exchangeable Shares”) of BBHC received one (1) class A subordinate voting share (each, a “Class A Share”) of Brookfield Business Corporation (“BBUC”) in exchange for each Exchangeable Share held; (ii) public holders of non-voting limited partnership units (the “Units”) of BBP received one (1) Class A Share in exchange for each Unit held; (iii) redemption-exchange units of Brookfield Business L.P. (“Holding LP”) were exchanged on a one-for-one basis for Class A Shares; and (iv) special limited partner units of Holding LP were exchanged on a one-for-one basis for Class A Shares;

AND WHEREAS, the Amended and Restated Master Services Agreement, dated as of January 23, 2024, as may be hereafter amended (the “Master Services Agreement”) among Brookfield, BBP, BBHC and others is being amended in connection with the Arrangement to reflect the addition of BBUC as a member of the BBP Group and a Service Recipient and make certain other amendments to the terms and conditions of the Master Services Agreement;

AND WHEREAS the parties desire to amend the Relationship Agreement to reflect the amendments made to the Master Services Agreement;

NOW THEREFORE,

1.

Amendments to Article 1

Section 1.1 is hereby amended by adding the following definitions:

1.1.22.1

“BBUC” means Brookfield Business Corporation, a company incorporated under the laws of the Province of British Columbia;

Section 1.1.7 is hereby deleted in its entirety and replaced with the following:

“BBP Group” has the meaning assigned thereto in the Master Services Agreement;

Section 1.1.22 is hereby deleted in its entirety and replaced with the following:

“Master Services Agreement” means the amended and restated master services agreement among the Service Providers, Brookfield, BBP, the Holding LP, the Holding Entities and others, as amended from time to time;

- 2 -

Section 1.1.25 is hereby deleted in its entirety and replaced with the following:

“Service Providers” has the meaning assigned thereto in the Master Services Agreement;

Section 1.1.26 is hereby deleted in its entirety and replaced with the following:

“Service Recipients” has the meaning assigned thereto in the Master Services Agreement;

2.

Amendments to Article 2

Section 2.4 is hereby deleted in its entirety and replaced with the following:

2.4

Each of BBUC, BBP, the Holding LP and the Holding Entities acknowledges and agrees that:;

3.

Amendments to Article 4

Section 4.1.1 is hereby deleted in its entirety and replaced with the following:

4.1.1

Each of the Service Providers (or, as applicable, its general partner on its behalf) and Brookfield hereby represents and warrants to each of BBUC, BBP, the Holding LP and the Holding Entities that:;

Section 4.2 is hereby deleted in its entirety and replaced with the following:

4.2

Representations and Warranties of BBUC and the Holding Entities;

Section 4.2.1 is hereby deleted in its entirety and replaced with the following:

4.2.1

Each of BBUC and the Holding Entities hereby represents and warrants to each of the Service Providers and Brookfield that:;

4.

Amendments to Article 6

Section 6.1 is hereby deleted in its entirety and replaced with the following:

6.1

Each of BBUC, BBP, the Holding LP and the Holding Entities hereby agrees that no member of the Brookfield Group, nor any Affiliate, director, officer, employee, contractor, agent, advisor, member, partner, shareholder or other representative of any member of the Brookfield Group, will be liable to any member of the BBP Group or any Governing Body, member of any Governing Body, officer, security holder or partner of any member of the BBP Group for any Liabilities that may occur as a result of any acts or omissions by any member of the Brookfield Group pursuant to or in accordance with this Agreement, except to the extent that such Liabilities are finally determined by a final and non-appealable judgment entered by a court of competent jurisdiction to have resulted from a Brookfield Group member’s bad faith, fraud, willful misconduct, gross negligence, or in the case of a criminal matter, conduct undertaken with knowledge that the conduct was unlawful.

- 3 -

5.

Amendments to Article 7

Article 7 is hereby amended by adding the following provision after Section 7.4.1:

7.4.1.1 if to BBUC:

Brookfield Business Corporation

225 Liberty Street, 8^th Floor

New York, NY

10281-1048

Attention: Secretary

6.

Effective Date

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

7.

Governing Law

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

8.

General

(a)

Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect.

(b)

This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall be construed together as one agreement.

[Remainder of this page left blank intentionally.]

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

BROOKFIELD CORPORATION

By:	/s/ Swati Mandava
	Name:	Swati Mandava
	Title:	Managing Director, Legal and Regulatory

BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED

By:	/s/ Jane Sheere
	Name:	Jane Sheere
	Title:	Secretary

BROOKFIELD BUSINESS L.P., by its managing general partner, BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED

By:	/s/ Jane Sheere
	Name:	Jane Sheere
	Title:	Secretary

[Signature Page – Amendment to Relationship Agreement (BBUC)]

BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (PRIVATE EQUITY), L.P., by its general partner, BROOKFIELD PE GP ULC

By:	/s/ A.J. Silber
	Name:	A.J. Silber
	Title:	Director

BROOKFIELD BBP CANADIAN GP L.P., by its general partners, BROOKFIELD CANGP LIMITED

By:	/s/ A.J. Silber
	Name:	A.J. Silber
	Title:	Managing Director and Secretary

BROOKFIELD BUSINESS CORPORATION

By:	/s/ A.J. Silber
	Name:	A.J. Silber
	Title:	Director

BROOKFIELD BUSINESS HOLDINGS CORPORATION

By:	/s/ A.J. Silber
	Name:	A.J. Silber
	Title:	Authorized Signatory

[Signature Page – Amendment to Relationship Agreement (BBUC)]

BROOKFIELD ASSET MANAGEMENT SERVICES SRL

By:	/s/ Gregory McConnie
	Name:	Gregory McConnie
	Title:	Authorized Signatory

BROOKFIELD GLOBAL BUSINESS ADVISOR LIMITED

By:	/s/ Philippa Elder
	Name:	Philippa Elder
	Title:	Director

BROOKFIELD PRIVATE CAPITAL (DIFC) LIMITED

By:	/s/ Philippa Elder
	Name:	Philippa Elder
	Title:	Director

[Signature Page – Amendment to Relationship Agreement (BBUC)]

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

BROOKFIELD BBP CANADA HOLDINGS INC.

By:	/s/ A.J. Silber
	Name:	A.J. Silber
	Title:	Managing Director and Secretary

BROOKFIELD BBP BERMUDA HOLDINGS LIMITED

By:	/s/ Gregory E.A. Morrison
	Name:	Gregory E.A. Morrison
	Title:	President

BROOKFIELD BBP US HOLDINGS LLC

By:	/s/ Kristen Haase
	Name:	Kristen Haase
	Title:	Managing Partner

[Signature Page – Amendment to Relationship Agreement (BBUC)]

Exhibit 99.10

BROOKFIELD CORPORATION

- and -

BROOKFIELD BUSINESS CORPORATION

REGISTRATION RIGHTS AGREEMENT

March 27, 2026

Table of Contents

Page

Article 1 INTERPRETATION		1
1.1	Definitions	1
1.2	Headings and Table of Contents	5
1.3	Interpretation	5
1.4	Invalidity of Provisions	6
1.5	Entire Agreement	6
1.6	Waiver, Amendment	6
1.7	Governing Law	7
Article 2 REGISTRATION RIGHTS		7
2.1	Demand Registration	7
2.2	Piggyback Registrations	10
2.3	Short-Form Filings	11
2.4	Registration Procedures	12
2.5	Suspension of Dispositions	17
2.6	Registration Expenses	17
2.7	Indemnification	18
2.8	Transfer of Registration Rights	21
2.9	Current Public Information	21
2.10	Preservation of Rights	21
Article 3 TERMINATION		21
3.1	Termination	21
Article 4 MISCELLANEOUS		22
4.1	Enurement	22
4.2	Notices	22
4.3	Authority	23
4.4	Further Assurances	23
4.5	Counterparts	23

- i -

REGISTRATION RIGHTS AGREEMENT

THIS AGREEMENT made as of the 27^th day of March, 2026

B E T W E E N:

BROOKFIELD CORPORATION (“Brookfield”)

- and -

BROOKFIELD BUSINESS CORPORATION (“BBUC”)

RECITALS:

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

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

Article 1

INTERPRETATION

1.1

Definitions

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

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

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

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

1.1.4            “Agreement” means this Registration Rights Agreement;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1.1.27            “Registrable Shares” means the Shares owned by Holders from time to time, including Shares issuable to Holders on the conversion of securities convertible, exchangeable or exercisable into Shares owned by a Holder, together with any securities owned by Holders issued with respect to such Shares by way of dividend or split or in connection with a combination of shares, recapitalization, merger, consolidation, amalgamation, arrangement or other reorganization; provided, however, that Shares that, pursuant to Section 3.1, no longer have registration rights hereunder shall not be considered Registrable Shares;

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

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

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

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

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

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

1.1.34            “Shares” means class A subordinate voting shares of BBUC;

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

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

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

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

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

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

1.2

Headings and Table of Contents

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

1.3

Interpretation

In this Agreement, unless the context otherwise requires:

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

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

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

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

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

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

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

1.4

Invalidity of Provisions

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

1.5

Entire Agreement

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

1.6

Waiver, Amendment

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

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1.7

Governing Law

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

Article 2

REGISTRATION RIGHTS

2.1

Demand Registration

2.1.1        Request for Registration

(a)

Commencing on the date hereof, any Holder shall have the right to require BBUC to file a Registration Statement and/or a Prospectus for a public offering of all or part of its Registrable Shares (a “Demand Registration”), by delivering to BBUC written notice stating that such right is being exercised, naming the Holders whose Registrable Shares are to be included in such registration (collectively, the “Demanding Shareholders”), specifying the number of each such Demanding Shareholder’s Registrable Shares to be included in such registration and, subject to Section 2.1.3 hereof, describing the intended method of distribution thereof (a “Demand Request”).

(b)

Each Demand Request shall specify the aggregate number of Registrable Shares proposed to be sold. Subject to Section 2.1.6, BBUC shall file a Registration Statement and/or Prospectus in respect of a Demand Registration as soon as practicable and, in any event, within forty-five (45) days after receiving a Demand Request (the “Required Filing Date”) and shall use reasonable best efforts to cause the same to be declared Effective as promptly as practicable after such filing; provided, however, that:

(i)

BBUC shall not be obligated to file a Registration Statement or a Prospectus in respect of a Demand Registration pursuant to Section 2.1.1(a) within sixty (60) days after the Effective Date of a previous Demand Registration, other than a Shelf Registration pursuant to this Article 2; and

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(ii)

BBUC shall not be obligated to file a Registration Statement or a Prospectus in respect of a Demand Registration pursuant to Section 2.1.1(a) unless the Demand Request is for (A) a number of Registrable Shares with a market value that is equal to at least $50,000,000 as of the date of such Demand Request, or (B) all of the Registrable Shares then held by the Demanding Shareholder.

2.1.2            Shelf Registration. With respect to any Demand Registration, the Requesting Holders may request BBUC to file a Shelf Prospectus or effect a Shelf Registration, provided that BBUC is permitted to do so under Canadian Securities Laws and/or U.S. Securities Laws, as applicable.

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

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

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

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

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2.2

Piggyback Registrations

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

2.2.2        Priority on Piggyback Registrations

(a)

If a Piggyback Registration is an underwritten offering, and if the managing underwriter advises BBUC that the inclusion of Registrable Shares requested to be included in a Registration Statement, Shelf Registration or Prospectus, as applicable, would cause an Adverse Effect, BBUC shall only be required to include such number of Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, as such underwriter advises in writing would not cause an Adverse Effect, with priority given as follows: (i) first, the securities BBUC proposes to sell, (ii) second, the Registrable Shares requested to be included in such Registration Statement, Shelf Registration or Prospectus, pro rata among the Holders of such Registrable Shares on the basis of the number of Registrable Shares owned by each such Holder, and (iii) third, any other securities requested to be included in such Registration Statement, Shelf Registration or Prospectus. If as a result of the provisions of this Section 2.2.2(a) any Holder shall not be entitled to include all Registrable Shares in a Registration Statement, Shelf Registration or Prospectus that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable.

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(b)

No Holder may participate in any Registration Statement, Shelf Registration or Prospectus, as applicable, in respect of a Piggyback Registration hereunder unless such Holder (i) agrees to sell such Holder’s Registrable Shares on the basis provided in any underwriting arrangements approved by BBUC and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided, however, that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Holder’s ownership of Registrable Shares to be sold or transferred free and clear of all liens, claims, and encumbrances, (B) such Holder’s power and authority to effect such transfer, and (C) such matters pertaining to compliance with applicable Securities Laws as may be reasonably requested; provided, further, however, that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Shares, and the liability of each such Holder will be in proportion thereto, and provided, further, that such liability will be limited to the net amount received by such Holder from the sale of its Registrable Shares pursuant to such Registration Statement, Shelf Registration or Prospectus.

2.3

Short-Form Filings

(a)

Shelf Registration Statement. BBUC shall use its reasonable best efforts to cause Demand Registrations in the United States to be registered on a shelf registration statement on an appropriate form (including, but not limited to, Form F-10, Form F-3 or Form S-3, as may be applicable, or their successor forms, but excluding Form S-8, Form S-4 or Form F-4, or their successor forms, or any other form for a similar purpose) once BBUC becomes eligible to use any such form, and BBUC shall use its reasonable best efforts to remain so eligible to use any such form.

(b)

Short-Form Prospectus. BBUC shall use its reasonable best efforts to cause Demand Registrations in Canada to be qualified by way of a short-form Prospectus prepared pursuant to the POP System if, at the time of such Demand Registration, BBUC is a POP Issuer and is able to do so in all of the provinces and territories in which the Demand Registration is to be effected. For greater certainty, it is acknowledged that in the event that BBUC is not a POP Issuer or is unable to utilize the POP System in one or more Canadian provinces or territories in which the Demand Registration is to be effected, BBUC shall proceed by way of long-form Prospectus.

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2.4

Registration Procedures

Whenever any Holder has requested that any Registrable Shares be registered pursuant to this Agreement, BBUC will use its reasonable best efforts to effect the registration and the sale of such Registrable Shares in accordance with the intended method of disposition thereof as promptly as is practicable, and pursuant thereto BBUC will as expeditiously as possible:

(a)

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

(b)

except in the case of a Shelf Registration or Shelf Prospectus, prepare and file with the SEC or the applicable Canadian Commissions, such amendments, post-effective amendments and supplements to such Registration Statement or Prospectus, as applicable, as may be necessary to keep such Registration Statement or Prospectus, as applicable, effective for a period of not less than one hundred eighty (180) days (or such lesser period as is necessary for the underwriters in an underwritten offering to sell unsold allotments) and comply with the provisions of the applicable Securities Laws with respect to the disposition of all securities covered by such Registration Statement or Prospectus, as applicable, during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such Registration Statement or Prospectus, as applicable;

(c)

in the case of a Shelf Registration or Shelf Prospectus, prepare and file with the SEC or the applicable Canadian Commissions, as applicable, such amendments and supplements to such Shelf Registration or Shelf Prospectus, as applicable, as may be necessary to keep such Shelf Registration or Shelf Prospectus, as applicable, effective and to comply with the provisions of the applicable Securities Laws with respect to the disposition of all Registrable Shares subject thereto for a period ending on the earlier of (i) twenty four (24) months after the Effective Date and (ii) the date on which all the Registrable Shares subject thereto have been sold pursuant to such Shelf Registration or Shelf Prospectus, as applicable;

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(d)

furnish to each seller of Registrable Shares and the underwriters of the securities being registered such number of copies of such Registration Statement, Shelf Registration or Prospectus, as applicable (in the English language and, if required, the French language), each amendment and supplement thereto, any documents incorporated by reference therein and such other documents as such seller or underwriters may reasonably request in order to facilitate the disposition of the Registrable Shares owned by such seller or the sale of such securities by such underwriters (it being understood that, subject to Section 2.5 and the requirements of the applicable Securities Laws, BBUC consents to the use of the Registration Statement, Shelf Registration and Prospectus, as applicable, and any amendment or supplement thereto by each seller and the underwriters in connection with the offering and sale of the Registrable Shares covered by the Registration Statement, Shelf Registration or Prospectus, as applicable);

(e)

use its reasonable best efforts to register or qualify such Registrable Shares under such other securities or “blue sky” laws of such jurisdictions as the managing underwriter reasonably requests (or, in the event the Registration Statement, Shelf Registration or Prospectus, as applicable, does not relate to an underwritten offering, as the holders of a majority of such Registrable Shares may reasonably request); use its reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which such Registration Statement, Shelf Registration or Prospectus, as applicable, is required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable each seller to consummate the disposition of the Registrable Shares owned by such seller in such jurisdictions (provided, however, that BBUC will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction);

(f)

notify each seller of Registrable Shares and each underwriter and (if requested by any such Person) confirm such notice in writing (i) when any supplement or amendment to the Registration Statement, Shelf Registration or Prospectus, as applicable, has been filed following the Effective Date, and when the same has become effective, (ii) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Shares under state securities or “blue sky” laws or the initiation of any proceedings for that purpose, and (iii) of the happening of any event which makes any statement made in the Registration Statement, Shelf Registration or Prospectus, as applicable, untrue or which requires the making of any changes in such Registration Statement, Shelf Registration or Prospectus, as applicable, or documents so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, as promptly as practicable thereafter, prepare and file with the SEC and the applicable Canadian Commissions (as applicable) and furnish a supplement or amendment to such Registration Statement, Shelf Registration or Prospectus, as applicable, so that, as thereafter deliverable to the purchasers of such Registrable Shares, such Registration Statement, Shelf Registration or Prospectus, as applicable, will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

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(g)

permit any selling Holder, which in such Holder’s sole and exclusive judgment, might reasonably be deemed to be an underwriter or a controlling person of BBUC, to participate in the preparation of such Registration Statement, Shelf Registration or Prospectus, as applicable, and to require the insertion therein of material, furnished to BBUC in writing, which in the reasonable judgment of such Holder and its counsel should be included;

(h)

make reasonably available personnel, as selected by the Holders of a majority of the Registrable Shares included in such registration, for assistance in the selling effort relating to the Registrable Shares covered by such registration, including, but not limited to, the participation of such members of BBUC’s management in road show presentations;

(i)

otherwise use its reasonable best efforts to comply with all applicable Securities Laws, and make generally available to BBUC’s securityholders an earnings statement satisfying the provisions of Section 11(a) of the U.S. Securities Act no later than thirty (30) days after the end of the twelve (12) month period beginning with the first day of BBUC’s first fiscal quarter commencing after the Effective Date, which earnings statement shall cover said twelve (12) month period, and which requirement will be deemed to be satisfied if BBUC timely files complete and accurate information on Forms 20-F and 6-K under the Exchange Act which otherwise complies with Rule 158 under the U.S. Securities Act;

(j)

if requested by the managing underwriter or any seller of Registrable Shares, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or any seller reasonably requests to be included therein, including, without limitation, with respect to the Registrable Shares being sold by such seller, the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Shares to be sold in such offering, and promptly make all required filings of such prospectus supplement or post-effective amendment;

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(k)

after filing of any document which is incorporated by reference into the Registration Statement or Prospectus, as applicable (in the form in which it was incorporated), deliver a copy of each such document to each seller of Registrable Shares;

(l)

cooperate with the sellers of Registrable Shares and the managing underwriter to facilitate the timely preparation and delivery of certificates (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any Registration Statement or Prospectus, as applicable, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to BBUC’s transfer agent prior to the Effective Date a supply of such certificates;

(m)

make available for inspection by any seller of Registrable Shares, any underwriter participating in any disposition pursuant to any Registration Statement or Prospectus, as applicable, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of BBUC (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause BBUC’s officers, directors and employees to supply all information requested by any such Inspector in connection with such Registration Statement or Prospectus, as applicable; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the Registration Statement or Prospectus, as applicable, or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, BBUC shall not be required to provide any information under this subparagraph (m) if (i) BBUC believes, after consultation with counsel for BBUC, that to do so would cause BBUC to forfeit an attorney-client privilege that was applicable to such information or (ii) if either (x) BBUC has requested and been granted from the SEC or a Canadian Commission confidential treatment of such information contained in any filing with the SEC or a Canadian Commission or documents provided supplementally or otherwise or (y) BBUC reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing, unless prior to furnishing any such information with respect to clause (ii) such Holder of Registrable Shares requesting such information agrees to enter into a confidentiality agreement in customary form and subject to customary exceptions; and provided, further, that each Holder of Registrable Shares agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to BBUC and allow BBUC, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;

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(n)

furnish to each seller of Registrable Shares and underwriter a signed counterpart of (i) an opinion or opinions of counsel to BBUC, (ii) a comfort letter or comfort letters from BBUC’s independent auditors, addressed to the underwriters, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the managing underwriter reasonably requests, and (iii) if a Prospectus is filed in Quebec, opinions of Quebec counsel to BBUC and the auditors of BBUC addressed to the Holder and the underwriter or underwriters of such distribution relating to the translation of the Prospectus;

(o)

cause the Registrable Shares included in any Prospectus or Registration Statement, as applicable, to be listed on the Toronto Stock Exchange and on the New York Stock Exchange;

(p)

provide and cause to be maintained a transfer agent and registrar for all Registrable Shares registered hereunder;

(q)

cooperate with each seller of Registrable Shares and each underwriter participating in the disposition of such Registrable Shares and their respective counsel in connection with any filings required to be made with FINRA;

(r)

during the period when the Registration Statement or Prospectus, as applicable, is required to be delivered under the applicable Securities Laws, promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act or with the Canadian Commissions pursuant to Canadian Securities Laws;

(s)

notify each seller of Registrable Shares promptly of any request by the SEC or a Canadian Commission for the amending or supplementing of such Registration Statement or Prospectus, as applicable, or for additional information;

(t)

enter into such agreements (including underwriting agreements in the managing underwriter’s customary form) as are customary in connection with an underwritten registration; and

(u)

advise each seller of such Registrable Shares, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order or ruling by the SEC or a Canadian Commission suspending the effectiveness of such Registration Statement or Prospectus, as applicable, or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued.

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2.5

Suspension of Dispositions

Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from BBUC of the happening of any event of the kind described in Section 2.4(f)(iii) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or until it is advised in writing (the “Advice”) by BBUC that the use of the Registration Statement or Prospectus, as applicable, may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the Registration Statement or Prospectus, as applicable, and, if so directed by BBUC, such Holder will deliver to BBUC all copies, other than permanent file copies then in such Holder’s possession, of the Registration Statement or Prospectus, as applicable, covering such Registrable Shares current at the time of receipt of such notice. In the event BBUC shall give any such notice, the time period regarding the effectiveness of Registration Statements or Prospectuses, as applicable, set forth in Sections 2.4(b) and 2.4(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such Registration Statement or Prospectus, as applicable, shall have received the copies of the supplemented or amended Registration Statement or Prospectus, as applicable, or the Advice. BBUC shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

2.6

Registration Expenses

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

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2.7

Indemnification

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

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

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

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

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

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

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2.8

Transfer of Registration Rights

The rights of each Holder under this Agreement may, in the Holder’s discretion, be assigned, in whole or in part, to any direct or indirect transferee of all or any portion of such Holder’s Registrable Shares who agrees in writing to be subject to and bound by all the terms and conditions of this Agreement. For greater certainty, in the case of a transfer of less than all of such Holder’s Registrable Shares, no such assignment will limit or otherwise impair the transferor’s rights under this Agreement.

2.9

Current Public Information

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

2.10

Preservation of Rights

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

Article 3

TERMINATION

3.1

Termination

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

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Article 4

MISCELLANEOUS

4.1

Enurement

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

4.2

Notices

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

4.2.1        if to Brookfield:

Brookfield Corporation

Brookfield Place, 181 Bay Street

Suite 100

Toronto, Ontario M5J 2T3

Attention:      Chief Financial Officer

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4.2.2        if to BBUC:

Brookfield Business Corporation

225 Liberty Street, 8th Floor

New York, NY

10281-1048

Attention:      Chief Financial Officer

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

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

4.3

Authority

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

4.4

Further Assurances

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

4.5

Counterparts

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

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

BROOKFIELD CORPORATION

By:	/s/ Swati Mandava
	Name:	Swati Mandava
	Title:	Managing Director, Legal and Regulatory

BROOKFIELD BUSINESS CORPORATION

By:	/s/ A.J. Silber
	Name:	A.J. Silber
	Title:	Authorized Signatory

[Signature page to Registration Rights Agreement]

Exhibit 99.14

THIRD AMENDMENT TO COMMITMENT AGREEMENT

THIS THIRD AMENDMENT to the commitment agreement dated February 4, 2022, as amended on May 5, 2022, as further amended on November 7, 2023 (collectively, the “Commitment Agreement”) between Brookfield Corporation (formerly Brookfield Asset Management Inc.), a corporation existing under the laws of the Province of Ontario (“BN”) and Brookfield Business Partners L.P., a limited partnership existing under the laws of Bermuda (“BBU”) is made as of the 4^th day of November, 2025 and effective as of February 4, 2025. Capitalized terms used but not defined herein shall have the meanings given to them in the Commitment Agreement.

WHEREAS pursuant to the Commitment Agreement, BN agreed to subscribe for, or cause one or more affiliates of BN to subscribe for, during the Commitment Period, up to one billion five hundred million dollars ($1,500,000,000) of Preferred Securities of one or more of the BBU Subsidiary Issuers, on the terms and conditions set forth therein;

WHEREAS as of the date hereof affiliates of BN have subscribed for an aggregate of one billion four hundred and seventy-five million dollars ($1,475,000,000) of Preferred Securities; and

WHEREAS BN and BBU wish to extend the Commitment Period to December 31, 2026 with effect from February 4, 2025.

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

1.

Amendment to Section 1.1.6

Section 1.16 of the Commitment Agreement is hereby deleted in its entirety and replaced with the following:

“1.1.6

“Commitment Period” means the period commencing on the date hereof and ending on December 31, 2026;”

2.

Representations and Warranties

2.1

BN hereby represents and warrants to BBU that:

2.1.1

it is validly organized and existing under the laws of the Province of Ontario;

2.1.2

it has the power, capacity and authority to enter into this Amendment and to perform its duties and obligations hereunder;

2.1.3

it has taken all necessary action to authorize the execution, delivery and performance of this Amendment;

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2.1.4

the execution and delivery of this Amendment by it and the performance by it of its obligations hereunder do not and will not contravene, breach or result in any default under its articles, by-laws, constituent documents or other organizational documents; and

2.1.5

no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by it of this Amendment; and this Amendment constitutes a valid and legally binding obligation of it enforceable against it in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

2.2

Brookfield Business Partners Limited (the “General Partner”), in its capacity as the general partner of BBU, hereby represents and warrants to BN that:

2.2.1

each of BBU and the General Partner is validly organized and existing under the relevant laws governing its formation and existence;

2.2.2

the General Partner has the power, capacity and authority to enter into this Amendment and to perform its duties and obligations hereunder on behalf of BBU;

2.2.3

the General Partner has taken all necessary action to authorize the execution, delivery and performance of this Amendment on behalf of BBU;

2.2.4

the execution and delivery of this Amendment by the General Partner on behalf of BBU and the performance by BBU of its obligations hereunder do not and will not contravene, breach or result in any default under the organizational documents of the General Partner or BBU, as applicable;

2.2.5

no authorization, consent or approval, or filing with or notice to any Person is required in connection with the execution, delivery or performance by the General Partner on behalf of BBU of this Amendment; and

2.2.6

this Amendment constitutes a valid and legally binding obligation of BBU enforceable against it in accordance with its terms, subject to: (i) applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization and other laws of general application limiting the enforcement of creditors’ rights and remedies generally; and (ii) general principles of equity, including standards of materiality, good faith, fair dealing and reasonableness, equitable defenses and limits as to the availability of equitable remedies, whether such principles are considered in a proceeding at law or in equity.

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3.

Governing Law

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

4.

General

4.1

Notwithstanding Section 5 of the Commitment Agreement and any prior expiration of the Commitment Period, the terms and conditions of the Commitment Agreement, including Section 2 and Section 3 therein, remain in full force and effect. Except as modified herein, all terms and conditions of the Commitment Agreement shall remain in full force and effect.

4.2

This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall be construed together as one agreement.

[NEXT PAGE IS THE SIGNATURE PAGE]

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

BROOKFIELD CORPORATION

By:	/s/ Swati Mandava
	Name:	Swati Mandava
	Title:	Managing Director, Legal & Regulatory

BROOKFIELD BUSINESS PARTNERS L.P. by its general partner BROOKFIELD BUSINESS PARTNERS LIMITED

By:	/s/ Jane Sheere
	Name:	Jane Sheere
	Title:	Secretary

Exhibit 99.16

SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

between

Brookfield Business L.P., Brookfield BBP Canada Holdings Inc., Brookfield BBP Bermuda
Holdings Limited, Brookfield BBP US Holdings LLC and
each other person who becomes a party hereto as a Borrower

as Borrowers

and

Brookfield Business Partners L.P. and BBUC Holdings Inc.

as Guarantors

and

Brookfield Corporate Treasury Ltd.

as Lender

Dated as of September 1, 2025

Table of Contents

Page

Article 1 DEFINITIONS		1

1.1	Defined Terms	1
1.2	Terms Generally	23
1.3	Accounting Terms; GAAP	24
1.4	Time	24
1.5	Currency	24
1.6	Borrowers Jointly and Severally Liable	24
1.7	Amount of Credit	24
1.8	Divisions	24
1.9	Benchmark Replacement Disclaimer	25
1.10	Schedules	25

Article 2 THE CREDIT FACILITY		26

2.1	Establishment of Credit Facility	26
2.2	Loans and Borrowings	26
2.3	Requests for Borrowings	26
2.4	Interest	27
2.5	Evidence of Debt	28
2.6	Automatic Renewal, Termination and Reduction of Credit Commitment	29
2.7	Repayment of Loans	29
2.8	Mandatory Repayments	29
2.9	Voluntary Prepayments	29
2.10	Alternate Rate of Interest	30
2.11	Benchmark Replacement	30
2.12	Canadian Benchmark Replacement	32
2.13	Increased Costs; Illegality	33
2.14	Breakage Costs	35
2.15	Withholding Tax Indemnity	35
2.16	Payments Generally	38
2.17	Currency Indemnity	39
2.18	Addition of Borrowers	39

Article 3 REPRESENTATIONS AND WARRANTIES		39

3.1	Organization; Powers	39
3.2	Authorization; Enforceability	40
3.3	Governmental Approvals; No Conflicts	40
3.4	Financial Information	40
3.5	Litigation	40
3.6	Compliance with Laws and Agreements	41
3.7	Taxes	41
3.8	Ownership of Property	41
3.9	Pension Plans	41
3.10	No Order or Judgments	41

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Table of Contents

(continued)

Page

3.11	No Material Adverse Effect	41
3.12	Defaults	42
3.13	Environmental Matters	42
3.14	Fiscal Year	42
3.15	Money Laundering Laws	42
3.16	Office of Foreign Assets Control	43
3.17	Survival of Representations and Warranties	43
3.18	Deemed Repetition	43

Article 4 CONDITIONS PRECEDENT		43

4.1	Conditions Precedent to Borrowings	43

Article 5 AFFIRMATIVE COVENANTS		44

5.1	Financial Statements and Other Information	44
5.2	Existence; Conduct of Business	45
5.3	Timely Payment	45
5.4	Books and Records	45
5.5	Compliance with Laws	45
5.6	Insurance	45
5.7	Operation of Business	46
5.8	Maintenance of Assets	46
5.9	Financial Covenant	46
5.10	Payment of Taxes	46
5.11	Use of Proceeds	46
5.12	Pensions	46

Article 6 NEGATIVE COVENANTS		47

6.1	Liens	47
6.2	Fundamental Changes	47
6.3	Financial Instrument Obligations	48
6.4	Limitation on Distributions	48
6.5	Acquisitions	48

Article 7 EVENTS OF DEFAULT		49

7.1	Events of Default	49
7.2	Legal Proceedings	52
7.3	Non-Merger	52

Article 8 GUARANTEES		52

8.1	Guarantees	52
8.2	Indemnity	52
8.3	Payment and Performance	53
8.4	Continuing Obligation	53
8.5	Obligor Guarantee Unaffected	53

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Table of Contents

(continued)

Page

8.6	Waivers	54
8.7	Lenders’ Right to Act	55
8.8	Action or Inaction	55
8.9	Lenders’ Rights	56
8.10	Demand	56
8.11	General Limitations on Guarantee Obligations	56

Article 9 MISCELLANEOUS		56

9.1	Notices	56
9.2	Waivers	57
9.3	Expenses; Indemnity	58
9.4	Successors and Assigns	58
9.5	Survival	60
9.6	Senior Indebtedness	60
9.7	Amendment and Restatement	60
9.8	Counterparts; Integration; Effectiveness	60
9.9	Severability	61
9.10	Right of Set Off	61
9.11	Governing Law; Jurisdiction; Consent to Service of Process	61
9.12	Waiver of Jury Trial	62
9.13	Headings	62
9.14	Confidentiality	62
9.15	Patriot Act	63

Exhibit A	Form of Borrowing Request

Exhibit B	Form of Compliance Certificate

Exhibit C	Form of U.S. Tax Compliance Certificates

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SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

THIS SIXTH AMENDED AND RESTATED CREDIT AGREEMENT is dated as of September 1, 2025 and is entered into between Brookfield Business L.P., Brookfield BBP Canada Holdings Inc., Brookfield BBP Bermuda Holdings Limited, Brookfield BBP US Holdings LLC and each other person who becomes a party hereto as a Borrower in accordance with this Agreement, as Borrowers, Brookfield Business Partners L.P. and BBUC Holdings Inc., as Guarantors, and Brookfield Corporate Treasury Ltd., as Lender.

The parties hereto agree as follows:

Article 1
DEFINITIONS

1.1

Defined Terms

As used in this Agreement, the following terms have the meanings specified below:

“Additional Terms Agreement” means the additional terms agreement dated as of March 15, 2022 between the Borrowers and the Lenders, as amended by a first amendment dated October 17, 2023 and a second amendment dated as of the date hereof, and as further amended, restated or supplemented from time to time.

“Adjusted Daily Compounded CORRA” means, for purposes of any calculation, the rate per annum equal to (a) Daily Compounded CORRA for such calculation plus (b) the Daily Compounded CORRA Adjustment.

“Adjusted Term CORRA” means, for purposes of any calculation, the rate per annum equal to (a) Term CORRA for such calculation plus (b) the Term CORRA Adjustment.

“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more Persons, Controls or is Controlled by or is under common Control with, such Person.

“Agreement” means this amended and restated credit agreement and all schedules and exhibits attached hereto, as amended, restated or supplemented from time to time.

“Applicable Law” means, in respect of any Person, property, transaction, event or other matter, as applicable, all Laws relating or applicable to such Person, property, transaction, event or matter.

“Applicable Margin” means, with respect to any Loan under the Credit Facility, the applicable rate per annum, expressed as a percentage, set forth in the Additional Terms Agreement for such Loan.

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“Authorization” means, with respect to any Person, any authorization, order, permit, approval, grant, licence, consent, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decree, by-law, rule or regulation of any Governmental Authority having jurisdiction over such Person and legally binding on such Person.

“Available Credit” means, with respect to the Credit Facility at any particular time up to and including the Maturity Date, the difference obtained when the aggregate amount outstanding under the Credit Facility (calculated in accordance with Section 1.7) at such time is deducted from the Credit Facility Amount at such time.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.11.4.

“BBP” means Brookfield Business Partners L.P., an exempted partnership formed under the laws of Bermuda.

“BBP General Partner” means, as at any date, the general partner of BBP on such date; as at the date hereof, the BBP General Partner is Brookfield Business Partners Limited.

“BBP Group Members” means, collectively, BBP, Holding LP, the Borrowers and the Subsidiaries, and “BBP Group Member” means any of them.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, as applicable, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.11.1.

“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth in the order below that can be determined by the Lenders on the applicable Benchmark Replacement Date:

(a)

the sum of: (i) Daily Simple SOFR and (ii) the related Benchmark Replacement Adjustment; or

(b)

the sum of: (i) the alternate benchmark rate that has been selected by the Lenders and the Borrowers giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (ii) the related Benchmark Replacement Adjustment.

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If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Financing Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then current Benchmark with an Unadjusted Benchmark Replacement:

(a)

for purposes of clause (a) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Lenders: (i) the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) as of the time that such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor; or (ii) the spread adjustment (which may be a positive or negative value or zero) as of the time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and

(b)

for purposes of clause (b) of the definition of “Benchmark Replacement,” the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Lenders and the Borrowers giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

“Benchmark Replacement Conforming Changes” means, with respect to the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “U.S. Base Rate”, the definition of “Business Day”, the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operational matters) that the Lenders decide, in consultation with the Borrowers, may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Lenders in a manner substantially consistent with market practice (or, if the Lenders decide that adoption of any portion of such market practice is not administratively feasible or if the Lenders determine that no market practice for the administration of any such rate exists, in such other manner of administration as the Lenders decide, in consultation with the Borrowers, is reasonably necessary in connection with the administration of this Agreement and the other Financing Documents).

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“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a)

in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); and

(b)

in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

Notwithstanding anything herein to the contrary, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a)

a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b)

a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

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(c)

a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative or do not, or as a specified future date will not, comply with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.

Notwithstanding anything herein to the contrary, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 2.11 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 2.11.

“Borrowers” means, collectively, Holding LP, Brookfield BBP Canada Holdings Inc., Brookfield BBP Bermuda Holdings Limited, Brookfield BBP US Holdings LLC and each other Person that becomes a Borrower pursuant to Section 2.18; and “Borrower” means any one of them.

“Borrowing” means any availment of the Credit Facility, including any Loan and any rollover or conversion of any outstanding Loan.

“Borrowing Request” means a request by any Borrower for a Borrowing pursuant to Section 2.3.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in Toronto, Ontario or New York, New York are authorized or required by applicable law to remain closed and, (a) in the case of any SOFR Loan, is also not a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities and (b) for the limited purpose of calculating Term CORRA or Daily Compounded CORRA in respect of any CORRA Loan, “Business Day” shall only include any day that is not a Saturday, Sunday or any day on which commercial banks are authorized by Applicable Law or required to close in Toronto, Ontario.

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“Canadian Available Tenor” means, as of any date of determination and with respect to the then-current Canadian Benchmark, as applicable, (a) if the then current Canadian Benchmark is a term rate, any tenor for such Canadian Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Canadian Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Canadian Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Canadian Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.12.4.

“Canadian Benchmark” means, initially, the Term CORRA Reference Rate or Daily Compounded CORRA, as the case may be; provided that if a Canadian Benchmark Transition Event has occurred with respect to the Term CORRA Reference Rate, Daily Compounded CORRA, or the then-current Canadian Benchmark, then “Canadian Benchmark” means the applicable Canadian Benchmark Replacement to the extent that such Canadian Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.12.1.

“Canadian Benchmark Replacement” means, with respect to any Canadian Benchmark Transition Event:

(a)

where a Canadian Benchmark Transition Event has occurred with respect to Term CORRA Reference Rate, Daily Compounded CORRA; and

(b)

where a Canadian Benchmark Transition Event has occurred with respect to a Canadian Benchmark other than the Term CORRA Reference Rate, the sum of: (i) the alternate benchmark rate that has been selected by the Lender and the Borrowers giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Canadian Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Canadian Benchmark for Canadian Dollar-denominated syndicated credit facilities and (ii) the related Canadian Benchmark Replacement Adjustment.

If the Canadian Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Canadian Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Financing Documents.

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“Canadian Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Canadian Benchmark with a Canadian Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Lender and the Borrowers giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Canadian Benchmark with the applicable Canadian Unadjusted Benchmark Replacement by the Relevant Canadian Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Canadian Benchmark with the applicable Canadian Unadjusted Benchmark Replacement for Canadian Dollar-denominated syndicated credit facilities at such time.

“Canadian Benchmark Replacement Conforming Changes” means, with respect to the use or administration of a Canadian Benchmark or the use, administration, adoption or implementation of any Canadian Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Canadian Prime Rate,” the definition of “Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of Borrowings or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.12 and other technical, administrative or operational matters) that the Lender decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Lender in a manner substantially consistent with market practice (or, if the Lender decides that adoption of any portion of such market practice is not administratively feasible or if the Lender determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Lender decides is reasonably necessary in connection with the administration of this Agreement and the other Financing Documents).

“Canadian Benchmark Replacement Date” means, the earliest to occur of the following events with respect to the then-current Canadian Benchmark:

(a)

in the case of clause (a) or (b) of the definition of “Canadian Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Canadian Available Tenors of such Canadian Benchmark (or such component thereof); or

(b)

in the case of clause (c) of the definition of “Canadian Benchmark Transition Event,” the first date on which such Canadian Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Canadian Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Canadian Available Tenor of such Canadian Benchmark (or such component thereof) continues to be provided on such date.

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For the avoidance of doubt, the “Canadian Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Canadian Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Canadian Available Tenors of such Canadian Benchmark (or the published component used in the calculation thereof).

“Canadian Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Canadian Benchmark:

(a)

a public statement or publication of information by or on behalf of the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Canadian Available Tenors of such Canadian Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Canadian Available Tenor of such Canadian Benchmark (or such component thereof);

(b)

a public statement or publication of information by the regulatory supervisor for the administrator of such Canadian Benchmark (or the published component used in the calculation thereof), the Bank of Canada, an insolvency official with jurisdiction over the administrator for such Canadian Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Canadian Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Canadian Benchmark (or such component), which states that the administrator of such Canadian Benchmark (or such component) has ceased or will cease to provide all Canadian Available Tenors of such Canadian Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Canadian Available Tenor of such Canadian Benchmark (or such component thereof); or

(c)

a public statement or publication of information by the regulatory supervisor for the administrator of such Canadian Benchmark (or the published component used in the calculation thereof) announcing that all Canadian Available Tenors of such Canadian Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Canadian Benchmark Transition Event” will be deemed to have occurred with respect to any Canadian Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Canadian Available Tenor of such Canadian Benchmark (or the published component used in the calculation thereof).

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“Canadian Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Canadian Benchmark Replacement Date has occurred if, at such time, no Canadian Benchmark Replacement has replaced the then-current Canadian Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 2.12 and (b) ending at the time that a Canadian Benchmark Replacement has replaced the then-current Canadian Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 2.12.

“Canadian Dollars” and “Cdn$” refer to lawful money of Canada.

“Canadian Prime Borrowing” means a Borrowing comprised of one or more Canadian Prime Loans.

“Canadian Prime Loan” means a Loan denominated in Canadian Dollars which bears interest at a rate based upon the Canadian Prime Rate.

“Canadian Prime Rate” means, on any day, the annual rate of interest equal to the greater of (a) the annual rate of interest announced by the Canadian Reference Lender and in effect as its prime rate at its principal office in Toronto, Ontario on such day for determining interest rates on Canadian Dollar-denominated commercial loans in Canada, and (b) Adjusted Term CORRA for an interest period of one (1) month in effect on such day plus 1.0% per annum. If the Canadian Prime Rate is less than the Floor, it shall be deemed to be the Floor hereunder.

“Canadian Reference Lender” means Canadian Imperial Bank of Commerce, or such other bank listed on Schedule I of the Bank Act (Canada) as selected by the Lenders.

“Capital Lease Obligation” of any Person means the obligation to pay rent or other payment amounts under a lease of (or other Indebtedness arrangements conveying the right to use) real or personal property of such Person which is required to be classified and accounted for as a capital lease on a balance sheet of such Person in accordance with GAAP.

“Change in Law” means (a) the adoption of any new Law after the date of this Agreement, (b) any change in any existing Law or in the official interpretation or application thereof by any Governmental Authority after the date of this Agreement, or (c) compliance by any Lender or any of its lenders with any request, guideline or directive (whether or not having the force of law, but in the case of a request, guideline or directive not having the force of law, being a request, guideline or directive with which Persons customarily, and are expected by the relevant Governmental Authority to, comply and nevertheless considered to be binding on a Person or such Person’s property) of any Governmental Authority made or issued after the date of this Agreement.

“Claim” has the meaning specified in Section 9.3.2(f).

“Common Equity” means, in respect of any Person, the sum of all components of equity other than preferred equity of such Person as determined in accordance with GAAP, including, in the case of BBP, all redeemable exchangeable units of Holding LP.

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“Compliance Certificate” means a certificate of a senior officer of a Borrower, issued on behalf of all Borrowers, substantially in the form of Exhibit B.

“Control” and similar expressions mean a relationship between two Persons wherein one of such Persons has the power, through the ownership of Equity Securities, by contract or otherwise, to directly or indirectly direct the management and policies of the other of such Persons, and includes, without limitation: (a) in the case of a corporation or a trust, the ownership, either directly or indirectly through one or more Persons, of Equity Securities of such corporation or trust carrying more than 50% of the votes that may be cast to elect the directors or trustees of such corporation or trust, either under all circumstances or under some circumstances that have occurred and are continuing, (other than Equity Securities held as collateral for a bona fide debt where the holder thereof is not entitled to exercise the voting rights attached thereto unless a default has occurred), provided that such votes, if exercised, are sufficient to elect a majority of the directors or trustees of such corporation or trust; and (b) in the case of a general partnership or limited partnership, the power, through the ownership of Equity Securities, by contract or otherwise, to act as the managing partner appointed in respect of such general partnership or the general partner appointed in respect of such limited partnership, or to otherwise Control such managing partner or general partner, as applicable.

“CORRA” means the Canadian Overnight Repo Rate Average administered and published by the Bank of Canada (or any successor administrator).

“CORRA Borrowing” means a Term CORRA Borrowing or a Daily Compounded CORRA Borrowing, as applicable.

“CORRA Loan” means a Term CORRA Loan or a Daily Compounded CORRA Loan, as applicable.

“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.

“Credit Commitment” means the Lenders’ commitment to make Loans up to the Available Credit of the Credit Facility, as such commitment may be reduced from time to time in accordance with this Agreement.

“Credit Facility” has the meaning specified in Section 2.1.1.

“Credit Facility Amount” means the aggregate amount of the Credit Commitment, which equals:

(a)

$1,000,000,000 in respect of the period commencing on (and including) October 27, 2021, and ending on (and excluding) April 27, 2026; and

(b)

$500,000,000 in respect of the period commencing on (and including) April 27, 2026 and ending on the Maturity Date.

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“Currency Due” has the meaning specified in Section 2.17.

“Daily Compounded CORRA” means, for any day (a “Daily Compounded CORRA Rate Day”), a rate per annum (with interest accruing on a compounded daily basis) equal to CORRA for the day (such day, the “Daily Compounded CORRA Determination Day”), that is five (5) Business Days prior to (i) if such Daily Compounded CORRA Rate Day is a Business Day, such Daily Compounded CORRA Rate Day or (ii) if such Daily Compounded CORRA Rate Day is not a Business Day, the Business Day immediately preceding such Daily Compounded CORRA Rate Day, in each case, as CORRA is published by the administrator; provided, however, that if as of 5:00 p.m. (Toronto time) on any Daily Compounded CORRA Determination Day, CORRA for the applicable tenor has not been published by the administrator and a Canadian Benchmark Replacement Date with respect to Daily Compounded CORRA has not occurred, then Daily Compounded CORRA will be CORRA as published by the administrator on the first preceding Business Day for which CORRA was published by the administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Daily Compounded CORRA Determination Day; and provided further, that to the extent Daily Compounded CORRA as so determined shall, at any time, be less than the Floor, such rate shall be deemed to be Floor for all purposes herein.

“Daily Compounded CORRA Adjustment” means (a) a percentage equal to 0.29547% (29.547 basis points) per annum for one-month’s tenor, and (b) a 0.32138% (32.138 bps) per annum for three-months’ tenor.

“Daily Compounded CORRA Determination Day” has the meaning set forth in the definition of “Daily Compounded CORRA”.

“Daily Compounded CORRA Borrowing” means a Borrowing comprised of one or more Daily Compounded CORRA Loans.

“Daily Compounded CORRA Loan” means a Loan made by the Lender to a Borrower that bears interest at a rate based on Adjusted Daily Compounded CORRA.

“Daily Compounded CORRA Rate Day” has the meaning set forth in the definition of “Daily Compounded CORRA”.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Lenders in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that, if the Lenders decide that any such convention is not administratively feasible for the Lenders, then the Lenders may establish another convention in their reasonable discretion.

“Debtor Relief Laws” means Title 11 of the United States Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, arrangement, rearrangement, readjustment, composition, liquidation, receivership, insolvency, reorganization, examination, or similar debtor relief or debt adjustment laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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“Deconsolidated Net Worth” means, as of the time of any determination thereof, the following amount (determined without duplication): (a) the amount of all Common Equity and preferred equity of BBP and all capital securities that represent securities issued by one or more Obligors, in each case as shown on the most recent consolidated balance sheet of BBP prepared in accordance with GAAP, plus (b) the principal amount of all Subordinated Debt of the Obligors as at the date of such balance sheet, minus (c) to the extent included in (a), the amount reflected on such balance sheet in respect of minority or non-controlling interests owned by Persons other than in the Obligors, as adjusted pursuant to Section 5.9.

“Default” means any event or condition which constitutes an Event of Default or which, upon notice, lapse of time or both, would, unless cured or waived, become an Event of Default.

“Distribution” means, with respect to any Person: (a) the retirement, redemption, retraction, purchase or other acquisition of any Equity Securities of such Person; (b) the declaration or payment of any dividend, return of capital or other distribution (in cash, securities or other property or otherwise) of, on or in respect of, any Equity Securities of such Person; (c) any other payment or distribution (in cash, securities or other property, or otherwise) of, on or in respect of any Equity Securities of such Person; or (d) any payment, prepayment or repayment on account of any Subordinated Debt (or any other debt that by its terms, is expressly subordinated to senior debt of the Borrowers) owing by such Person, including in respect of principal, interest, bonus, premium or otherwise.

“Dollars” and “$” refer to lawful money of the United States unless otherwise indicated.

“Environmental Laws” means all applicable federal, provincial, local or foreign laws, rules, regulations, codes, ordinances, orders, decrees, judgements, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, having the force of law and relating to the environment, health and safety, or health protection, including the preservation or reclamation of natural resources and the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling, release, threatened release or disposal of any Hazardous Material.

“Environmental Liability” means any liability, (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower, Guarantor or Subsidiary, directly or indirectly resulting from or based upon (a) a violation of any Environmental Law, (b) the generation, use, handling, collection, treatment, storage, transportation, recovery, recycling or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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“Equity Securities” means, with respect to any Person, any and all shares, units, interests, participations, rights in, or other equivalents (however designated and whether voting and non-voting) of, such Person’s capital, whether outstanding on the date hereof or issued after the date hereof, including without limitation any interest in a partnership, limited partnership or other similar Person and any unit or beneficial interest in a trust, and any and all rights, warrants, options or other rights exchangeable for or convertible into any of the foregoing.

“Event of Default” has the meaning specified in Section 7.1.

“Excluded Taxes” means any of the following taxes imposed on or with respect to a Lender or required to be withheld or deducted from a payment to a Lender: (a) taxes imposed on or measured by net income (however denominated), franchise or capital taxes, and branch profits taxes, in each case, (i) imposed as a result of such Lender being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes; (b) withholding taxes of Bermuda, Canada or the United States imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or the Credit Facility pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or the Credit Facility or (ii) such Lender changes its lending office, except to the extent that, pursuant to Section 2.15, amounts with respect to such taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) taxes attributable to such Lender’s failure to comply with any of Section 2.15.5, 2.15.6, 2.15.7 or 2.15.8; and (d) any U.S. federal withholding taxes imposed under FATCA.

“Existing Credit Agreement” has the meaning specified in Section 9.7.

“FATCA” means Sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof.

“Federal Funds (Effective) Rate” means, for any period, a fluctuating rate of interest per annum equal for each day during such period to (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the NYFRB, or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Lenders from three federal funds brokers of recognized standing selected by them. Notwithstanding the foregoing, if the Federal Funds (Effective) Rate is less than the Floor, it shall be deemed to be the Floor hereunder.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.

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“Financial Instrument Obligations” of any Person, means, with respect to any Person, obligations for transactions arising under:

(a)

any interest swap agreement, forward rate agreement, floor, cap or collar agreement, futures or options, insurance or other similar agreement or arrangement, or any combination thereof, entered into or guaranteed by such Person where the subject matter of the same is interest rates or the price, value, or amount payable thereunder is dependent or based upon the interest rates or fluctuations in interest rates in effect from time to time (but, for certainty, shall exclude conventional floating rate debt);

(b)

any currency swap agreement, cross-currency agreement, forward agreement, floor, cap or collar agreement, futures or options, insurance or other similar agreement or arrangement, or any combination thereof, entered into or guaranteed by such Person where the subject matter of the same is currency exchange rates or the price, value or amount payable thereunder is dependent or based upon currency exchange rates or fluctuations in currency exchange rates in effect from time to time;

(c)

any agreement, whether financial or physical, for the purchase, sale, exchange, making or taking of any commodity (including natural gas, oil, electricity, coal, emission credits or other energy products), any commodity swap agreement, floor, cap or collar agreement or commodity future or option or other similar agreements or arrangements, or any combination thereof, entered into or guaranteed by such Person where the subject matter of the same is any commodity or the price, value or amount payable thereunder is dependent or based upon the price of any commodity or fluctuations in the price of any commodity in effect from time to time; and

(d)

any derivative transaction.

“Financing Documents” means this Agreement and the Borrowing Requests, together with any other document, instrument or agreement now or hereafter entered into pursuant to or in connection with this Agreement, as such documents, instruments or agreements may be amended, modified or supplemented from time to time.

“Fiscal Quarter” means any fiscal quarter of BBP.

“Fiscal Year” means any fiscal year of BBP.

“Floor” means 0.00% per annum.

“Foreign Lender” means (a) if any Borrower is a U.S. Person, a Lender, if it is not a U.S. Person, and (b) if any Borrower is not a U.S. Person, a Lender, if it is resident or organized under the laws of a jurisdiction other than that in which such Borrower is resident for tax purposes.

“GAAP” means generally accepted accounting principles in Canada in effect from time to time which, for clarity, shall be determined with reference to IFRS as at the date hereof.

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“Governmental Authority” means the Government of Canada or of the United States of America, any other nation or any political subdivision thereof, whether provincial, state, territorial or local, and any agency, authority, instrumentality, regulatory body, court, central bank, fiscal or monetary authority or other authority regulating financial institutions, and any other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (in this definition, the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (in this definition, the “primary credit party”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital solvency, or any other balance sheet, income statement or other financial statement condition or liquidity of the primary credit party so as to enable the primary credit party to pay such Indebtedness, (d) as an account party in respect of any letter of credit or letter of guarantee issued to support such Indebtedness, or (e) to purchase, sell or lease (as lessor or lessee) property, or to purchase or sell services, in each case primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness or other financial obligation against loss, provided Guarantees shall not include endorsements of instruments for deposit or collection in the ordinary course of business.

“Guarantors” means BBP and BBUC Holdings Inc., and “Guarantor” means any of them.

“Hazardous Materials” means any substance, product, liquid, waste, pollutant, chemical, contaminant, insecticide, pesticide, gaseous or solid matter, organic or inorganic matter, fuel, microorganism, ray, odour, radiation, energy, vector, plasma, constituent, material or any combination thereof which (a) is regulated or prohibited under any Environmental Law, or (b) is hazardous, hazardous waste, toxic, a pollutant, a deleterious substance, a contaminant or a source of pollution or contamination under any Environmental Law, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Holding LP” means Brookfield Business L.P., an exempted partnership formed under the laws of Bermuda.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board and as in effect from time to time.

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“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to advances made to such Person of any kind which are in the nature of indebtedness for borrowed money, (b) all obligations of such Person for borrowed money evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements other than leases which are accounted for under GAAP as operating leases relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) Capital Lease Obligations and sale and leaseback obligations, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guarantee which are the equivalent of letters of credit, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, and (j) the Financial Instrument Obligations of such Person. For greater certainty trade accounts do not constitute Indebtedness. For the purposes of determining the amount of “Indebtedness” outstanding under a Financial Instrument Obligation or Guarantee thereof, the amount of Indebtedness will equal the amount due or accruing due thereunder (after any netting of obligations as provided thereunder), determined by marking the same to market in accordance with its terms.

“Indemnified Taxes” means (a) all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Borrower under this Agreement, and (b) to the extent not otherwise described in the foregoing clause (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 9.3.2.

“Information” has the meaning specified in Section 3.4.2.

“Interest Payment Date” means, (a) in the case of any Canadian Prime Loan or U.S. Base Rate Loan, the first Business Day of each month, and (b) in the case of a CORRA Loan or a SOFR Loan, the last day of each Interest Period relating to such SOFR Loan, provided that if an Interest Period for any SOFR Loan or CORRA Loan is of a duration exceeding three months, then “Interest Payment Date” shall also include each date which occurs at each three month interval during such Interest Period.

“Interest Period” means (a) with respect to a SOFR Loan, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, three or six months thereafter or such other periods thereafter as may from time to time be agreed to by the applicable Borrower requesting such SOFR Loan and the Lenders, and (b) with respect to a CORRA Loan, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one or three months thereafter or such other periods thereafter as may from time to time be agreed to by the Borrower and the Lender; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the immediately succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (i) any Interest Period pertaining to a SOFR Loan or CORRA Loan that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (iii) no Interest Period shall extend beyond the Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a converted or continued Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing. No tenor that is subsequently permanently removed as part of any Benchmark Replacement Conforming Changes or any Canadian Benchmark Replacement Conforming Changes, as applicable, shall be available for specification in a Borrowing Request.

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“Investment” means, with respect to any BBP Group Member: (a) any direct or indirect loan or advance by such BBP Group Member to any other Person; (b) any purchase or acquisition by such BBP Group Member of equity interests in or debt instruments or other securities issued by any other Person; (c) any acquisition of property by such BBP Group Member; and (d) any contribution of capital or other investment by such BBP Group Member to or in any other Person.

“IRC” means the Internal Revenue Code of 1986, as amended from time to time.

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“Judgment Currency” has the meaning specified in Section 2.17.

“Laws” means all applicable federal, provincial, municipal, foreign and international statutes, acts, codes, ordinances, decrees, treaties, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards or any provisions of the foregoing, and all policies, practices, directives and guidelines in each case of any Governmental Authority and having the force of law, but in the case of any policy, practice, directive or guideline not having the force of law, being a policy, practice, directive or guideline to which Persons customarily, and are expected by the relevant Governmental Authority to, comply and are nevertheless considered to be binding upon such Person or such Person’s property; and “Law” means any one or more of the foregoing.

“Lenders” means, collectively, Brookfield Corporate Treasury Ltd. and each other Person that becomes a Lender hereunder from time to time, and “Lender” means any of them.

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“Lien” means, (a) with respect to any asset, any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance in the nature of a security interest, charge, security interest, in, on or of such asset, and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease, title retention agreement or consignment agreement (or any financing lease) which has the effect of creating a security interest relating to any asset.

“Loan” means any SOFR Loan, CORRA Loan, Canadian Prime Loan or U.S. Base Rate Loan made by a Lender to a Borrower pursuant to this Agreement.

“Material Adverse Effect” means any event, development or circumstance which has had or would reasonably be expected to have (a) a material adverse effect on the business, assets, properties, operations or condition (financial or otherwise) of BBP on a consolidated basis or (b) a material adverse effect on the ability of the Obligors to perform their obligations under this Agreement or any other Financing Document.

“Maturity Date” means April 27, 2029, unless the Credit Facility is automatically renewed under Section 2.6.1, in which case the Maturity Date shall be the date the Credit Facility is scheduled to terminate following any valid renewal.

“Money Laundering Laws” has the meaning specified in Section 3.15.

“NYFRB” means the Federal Reserve Bank of New York.

“Obligations” means all present and future debts, liabilities and obligations of the Borrowers to the Lenders under this Agreement and the other Financing Documents, whether absolute or contingent, due or to become due, now existing or hereafter arising, including without limitation with respect to any Loan, and any interest and fees (including those that accrue after the commencing by or against a Borrower of any insolvency or similar proceeding).

“Obligors” means, collectively, the Borrowers and the Guarantors, and “Obligor” means any of them.

“OFAC” has the meaning specified in Section 3.16.

“Original Closing Date” means June 20, 2016, being the date the Credit Facility was first established.

“Other Connection Taxes” means taxes imposed as a result of a present or former connection between a Lender and the jurisdiction imposing such tax (other than connections arising from such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, or sold or assigned an interest in any Loan or this Agreement).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement, except any such taxes that are Other Connection Taxes imposed with respect to an assignment of this Agreement.

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“Patriot Act” means the US Patriot Act (Title III of Pub. L. 107-56) (signed into law October 26, 2001), as amended and supplemented from time to time.

“Permitted Liens” means any of the following:

(a)

any encumbrance on property of any Person which exists at the time such Person is merged into, or amalgamated or consolidated with any Obligor in compliance with this Agreement, or any encumbrance on property that exists when such property is directly or indirectly acquired by any Obligor, which encumbrance does not extend to any other property or assets of the Obligor, other than an encumbrance incurred in contemplation of such merger, amalgamation, consolidation or acquisition;

(b)

any encumbrance or right of distress reserved in or exercisable under any lease for rent to which any Obligor is a party and for compliance with the terms of the lease;

(c)

any encumbrance reserved in or exercisable under any subdivision, site plan control, development, reciprocal, servicing, facility, facility cost sharing or similar agreement with a Governmental Authority currently existing or hereafter entered into with a Governmental Authority, which does not or in aggregate do not materially interfere with the use of the property for the purposes for which it is held or materially detract from the value thereof;

(d)

encumbrances respecting encroachments by facilities on neighbouring lands over any property owned by any Obligor which do not materially interfere with the use thereof for the purposes for which the property is held or materially detract from the value thereof;

(e)

permits, licenses, agreements, easements (including, without limitation, heritage easements and agreements relating thereto), restrictions, restrictive covenants, reciprocal rights, rights-of-way, public ways, rights in the nature of an easement and other similar rights in land granted to or reserved by other Persons (including, without in any way limiting the generality of the foregoing, permits, licenses, agreements, easements, rights-of-way, sidewalks, public ways, and rights in the nature of easements or servitudes for sewers, drains, steam, gas and water mains or electric light and power or telephone and telegraph conduits, poles, wires and cables); or

(f)

liens incurred in the ordinary course of business, other than in connection with the incurrence of Indebtedness, that do not individually or in the aggregate with all other Permitted Liens materially detract from the value of the properties encumbered or materially interfere with their use in the ordinary course of business.

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“Person” includes any natural person, corporation, company, limited liability company, unlimited liability company, trust, joint venture, association, incorporated organization, partnership, limited partnership, Governmental Authority or other entity.

“Relevant Canadian Governmental Body” means the Bank of Canada, or a committee officially endorsed or convened by the Bank of Canada, or any successor thereto.

“Relevant Governmental Body” means the Federal Reserve Board or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board or the NYFRB, or any successor thereto.

“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.

“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website” means the website of the NYFRB, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Borrowing” means a Borrowing comprised of one or more SOFR Loans.

“SOFR Loan” means a Loan that bears interest at a rate based on Adjusted Term SOFR other than pursuant to clause (c) of the definition of “U.S. Base Rate”.

“Subordinated Debt” of any Obligor means unsecured Indebtedness in respect of which the holder thereof has entered into a subordination and postponement in favour of the Lenders in form and substance acceptable to the Lenders, which agreement provides that (a) the payment of principal of (and premium, if any) and interest on and all other payment obligations in respect of such Indebtedness shall be subordinate to the prior payment in full of the Credit Facility at least to the extent that no payment of principal of (and premium, if any) or interest on or otherwise due in respect of such Indebtedness may be made for so long as there exists any Default or Event of Default hereunder, and (b) the holders of such Indebtedness may not take any enforcement action in respect of such Indebtedness until the Credit Facility have been repaid in full.

“Subsidiaries” means, collectively, the subsidiaries of the Obligors, and “Subsidiary” means any of them.

“subsidiary” means, with respect to any Person at any date, any corporation, limited liability company, partnership, limited partnership, trust or other entity of which securities or other ownership interests representing more than 50% of the combined Voting Stock are owned, directly or indirectly, by such Person or by any one or more subsidiaries of such Person.

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“Taxes” means all present and future taxes, charges, fees, levies, imposts, surtaxes, duties and other assessments, including all income, sales, use, goods and services, value added, capital, capital gains, alternative, net worth, transfer, profits, withholding, payroll, employer health, excise, real property and personal property taxes, and any other taxes, customs duties, fees, assessments, or similar charges of any nature, including Canada Pension Plan and provincial pension plan contributions, unemployment insurance payments and workers’ compensation premiums and including all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Financing Document or from the execution, delivery of enforcement of, or otherwise with respect to, any Financing Document, together with any instalments with respect thereto, and any interest, fines and penalties with respect thereto, imposed by any Governmental Authority (including federal, state, provincial, municipal and foreign Governmental Authorities), and whether disputed or not.

“Term CORRA” means, for any calculation with respect to a Term CORRA Loan, the Term CORRA Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term CORRA Determination Day”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term CORRA Administrator; provided, however, that if as of 1:00 p.m. (Toronto time) on any Periodic Term CORRA Determination Day the Term CORRA Reference Rate for the applicable tenor has not been published by the Term CORRA Administrator and a Canadian Benchmark Replacement Date with respect to the Term CORRA Reference Rate has not occurred, then Term CORRA will be the Term CORRA Reference Rate for such tenor as published by the Term CORRA Administrator on the first preceding Business Day for which such Term CORRA Reference Rate for such tenor was published by the Term CORRA Administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Periodic Term CORRA Determination Day. Notwithstanding the foregoing, to the extent Term CORRA is less than the Floor at any given time, it shall be deemed to be the Floor.

“Term CORRA Adjustment” means (a) a percentage equal to 0.29547% (29.547 basis points) per annum for one-month’s tenor, and (b) a 0.32138% (32.138 bps) per annum for three-months’ tenor.

“Term CORRA Administrator” means Candeal Benchmark Administration Services Inc., TSX Inc., or any successor administrator.

“Term CORRA Borrowing” means a Borrowing comprised of one or more Term CORRA Loans.

“Term CORRA Loan” means a Loan denominated in Canadian Dollars which bears interest at a rate based upon Adjusted Term CORRA.

“Term CORRA Reference Rate” means the forward-looking term rate based on CORRA.

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“Term SOFR” means, for the applicable tenor, the Term SOFR Reference Rate on the day (such day, the “Term SOFR Determination Day”) that is two (2) Business Days prior to the first day of such applicable Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding Business Day is not more than three (3) Business Days prior to such Term SOFR Determination Day, provided, that if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Adjustment” means a percentage equal to 0.10% per annum.

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Lenders in their reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Transactions” means the execution, delivery and performance by the Borrowers of this Agreement and the other Financing Documents, and the borrowing of Loans.

“Type”, when used in reference to any Loan or Borrowing, refers to whether such Loan or Borrowing is a U.S. Base Rate Loan, Canadian Prime Loan, SOFR Loan or CORRA Loan or a U.S. Base Rate Borrowing, Canadian Prime Borrowing, SOFR Borrowing or CORRA Borrowing, as the case may be.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“U.S. Base Rate” means, on any day, the annual rate of interest equal to the greater of (a) the annual rate of interest announced by a commercial Canadian or U.S. bank selected by the Lenders and in effect as its base rate at its principal office in Toronto, Ontario on such day for determining interest rates on Dollar-denominated commercial loans in Canada, (b) the Federal Funds (Effective) Rate plus 0.50% per annum, and (c) the Adjusted Term SOFR for a one-month term in effect on such day plus 1.00%. Any change in the U.S. Base Rate due to a change in the applicable base rate, the Federal Funds (Effective) Rate or such Adjusted Term SOFR shall be effective from and including the effective date of such change in the applicable base rate, the Federal Funds (Effective) Rate or such Adjusted Term SOFR, respectively.

“U.S. Base Rate Borrowing” means a Borrowing comprised of one or more U.S. Base Rate Loans.

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“U.S. Base Rate Loan” means a Loan denominated in Dollars which bears interest at a rate based upon the U.S. Base Rate.

“U.S. Borrower” means any Borrower that is a U.S. Person.

“U.S. Dollar Amount” means at any time with respect to outstanding Loans under the Credit Facility, the aggregate of (a) the amount in Dollars of all Loans that are denominated in Dollars, and (b) the U.S. Dollar Equivalent at such time of all Loans that are denominated in Canadian Dollars.

“U.S. Dollar Equivalent” means, at the date of determination, the amount of Dollars that a Lender could purchase, in accordance with its normal practice, with a specified amount of Canadian Dollars based on the exchange rate on such date.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the IRC.

“U.S. Tax Compliance Certificate” has the meaning given to that term in Section 2.15.6(b)(iii).

“Voting Stock” of any Person means the Equity Securities of such Person which ordinarily have voting power for the election of directors (or Persons performing similar functions) of such Person whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency, provided that in the case of a general partnership or limited partnership, “Voting Stock” means (i) in respect of a general partnership, the Equity Securities of each managing partner (if a managing general partner has been appointed) or each general partner (if a managing partner has not been appointed) of such general partnership, and (ii) in respect of a limited partnership, the Equity Securities of each general partner of such limited partnership, which Equity Securities, in each case, ordinarily have voting power for the election of directors (or Persons performing similar functions) of such managing partner(s) or general partner(s), as applicable, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.

“Withholdings” has the meaning given to that term in Section 2.15.

1.2

Terms Generally

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. Unless the context requires otherwise: (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein); (b) any reference herein to any statute or any Section thereof shall, unless otherwise expressly stated, be deemed to be a reference to such statute or Section as amended, restated or re-enacted from time to time; (c) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns; (d) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement; and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contractual rights.

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1.3

Accounting Terms; GAAP

Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time. In the event of a change of GAAP, the Borrowers and the Lenders shall negotiate in good faith to revise (if appropriate) the financial covenant to reflect GAAP as then in effect, in which case all calculations thereafter made for the purpose of determining compliance with the financial covenant contained herein shall be made on a basis consistent with GAAP in existence as at the date of such revision.

1.4

Time

All time references herein shall, unless otherwise specified, be references to local time in Toronto, Ontario, Canada. Time is of the essence of this Agreement and the other Financing Documents.

1.5

Currency

Unless otherwise stated herein all monetary amounts herein are expressed in Dollars.

1.6

Borrowers Jointly and Severally Liable

Each Borrower is jointly and severally liable for all obligations of the Borrowers under this Agreement, including the obligation to pay all amounts owing hereunder to the Lenders on the Maturity Date.

1.7

Amount of Credit

Any reference herein to the amount of credit outstanding means, at any particular time:

(a)

in the case of a Canadian Prime Loan or CORRA Loan, the U.S. Dollar Equivalent of the principal amount thereof; and

(b)

in the case of a SOFR Loan or U.S. Base Rate Loan, the principal amount of such Loan.

1.8

Divisions

For all purposes of this Agreement, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person; and (b) if any Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Securities at such time

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1.9

Benchmark Replacement Disclaimer

The Lender does not warrant or accept responsibility for, and shall not have any liability with respect to the continuation of, administration of, submission of, calculation of or any other matter related to Term CORRA, Daily Compounded CORRA, Term SOFR, Daily Simple SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement or Canadian Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement or Canadian Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as Term CORRA, Daily Compounded CORRA, Term SOFR, Daily Simple SOFR, or any other Benchmark or Canadian Benchmark, as applicable, prior to its discontinuance or unavailability. The Lender and its affiliates or other related entities may engage in transactions that affect the calculation of Term CORRA, Daily Compounded CORRA, Term SOFR, Daily Simple SOFR, or any alternative, successor or replacement rate (including any Benchmark Replacement or Canadian Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Lender may select information sources or services in its reasonable discretion to ascertain Term CORRA, Daily Compounded CORRA, Term SOFR, Daily Simple SOFR, or any other Benchmark or Canadian Benchmark, as applicable, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

1.10

Schedules

The following are the Schedules and Exhibits annexed hereto, incorporated by reference and deemed to be a part hereof:

Exhibit A	Form of Borrowing Request

Exhibit B	Form of Compliance Certificate

Exhibit C	Form of U.S. Tax Compliance Certificates

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Article 2
THE CREDIT FACILITY

2.1

Establishment of Credit Facility

2.1.1

Subject to the terms and conditions set forth herein, the Lenders establish in favour of the Borrowers during the period commencing on the Original Closing Date and ending on the Maturity Date, an unsecured revolving acquisition credit facility (the “Credit Facility”) in the Credit Facility Amount. Subject to the terms and conditions of this Agreement, the Borrowers may borrow, repay and re-borrow Loans under the Credit Facility.

2.1.2

Loans advanced under the Credit Facility are to be used by the Borrowers to fund Investments.

2.2

Loans and Borrowings

2.2.1

Each Borrowing under the Credit Facility will be comprised of U.S. Base Rate Loans or SOFR Loans in Dollars or Canadian Prime Loans or CORRA Loans in Canadian Dollars, as any Borrower may request in accordance herewith.

2.2.2

Each Borrowing under the Credit Facility shall be in an aggregate amount that is not less than $1,000,000 in the case of Borrowings in Dollars and Cdn$1,000,000 in the case of Borrowings in Canadian Dollars.

2.3

Requests for Borrowings

2.3.1

To request a Borrowing under the Credit Facility, any Borrower shall notify the Lenders of such request by written Borrowing Request substantially in the form of Exhibit A not later than 11:00 a.m. (Toronto time) three (3) Business Days before the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable. The Lenders are entitled to rely upon and act upon any Borrowing Request given or purportedly given by any Borrower, and each Borrower hereby waives the right to dispute the authenticity and validity of any such transaction once the Lenders have advanced funds based on such Borrowing Request. Each Borrowing Request shall specify the following information:

(a)

the aggregate amount of the requested Borrowing;

(b)

the date of such Borrowing, which shall be a Business Day;

(c)

whether such Borrowing is to be a U.S. Base Rate Borrowing, a SOFR Borrowing, a Canadian Prime Borrowing or a CORRA Borrowing;

(d)

in the case of a CORRA Borrowing or a SOFR Borrowing, the initial Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest Period”; and

(e)

the location and number of the Borrower’s account to which funds are to be disbursed.

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2.3.2

Each CORRA Borrowing and SOFR Borrowing under the Credit Facility initially shall have the Interest Period specified in the applicable Borrowing Request. Thereafter, a Borrower must elect a new Interest Period therefor. A Borrower may elect different options with respect to different portions of the affected Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. To make an election pursuant to this Section 2.3.2, a Borrower shall notify the Lenders of such election by a Borrowing Request required under Section 2.3.1 as if the Borrower were requesting a Borrowing to be made on the effective date of such election. Each such Borrowing Request shall be irrevocable. In addition to the information specified in Section 2.3.1, each Borrowing Request shall specify the Borrowing to which such request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing. If no election is made pursuant to this Section 2.3.2 at the end of an Interest Period applicable to any CORRA Loan or SOFR Loan, the applicable Borrower shall be deemed to have elected an Interest Period of one month for such CORRA Loan or SOFR Loan for the immediately following Interest Period.

2.3.3

Each CORRA Borrowing and SOFR Borrowing will be subject to Sections 2.10, 2.11 and 2.12.

2.4

Interest

2.4.1

The Loans under the Credit Facility comprising each U.S. Base Rate Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the U.S. Base Rate plus the Applicable Margin from time to time in effect.

2.4.2

The Loans under the Credit Facility comprising each Canadian Prime Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 days or 366 days, as the case may be) at a rate per annum equal to the Canadian Prime Rate plus the Applicable Margin from time to time in effect.

2.4.3

The Loans under the Credit Facility comprising each SOFR Borrowing shall bear interest (computed on the basis of the actual number of days in the relevant Interest Period over a year of 360 days) at Adjusted Term SOFR for the Interest Period in effect for such SOFR Loans plus the Applicable Margin.

2.4.4

The Loans under the Credit Facility comprising each CORRA Borrowing shall bear interest (computed on the basis of the actual number of days in the relevant Interest Period over a year of 365 days) at a rate per annum equal to Adjusted Daily Compounded CORRA or Adjusted Term CORRA for the Interest Period in effect for such CORRA Loans plus the Applicable Margin.

2.4.5

The applicable U.S. Base Rate, Canadian Prime Rate, Adjusted Term SOFR, Adjusted Daily Compounded CORRA and Adjusted Term CORRA shall be determined by the Lenders, and such determination shall, absent manifest error, constitute prima facie evidence thereof.

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2.4.6

Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, the Loans shall bear interest to the extent permitted by Applicable Law, after as well as before judgment, at a rate per annum equal to 2% plus the rate otherwise applicable to such Loan. All other amounts owing under this Agreement shall bear interest at an interest rate equal to the one month Adjusted Term SOFR plus 4.75% per annum.

2.4.7

Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date and upon termination of the Credit Commitment, and in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

2.4.8

All interest hereunder shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Any Loan that is repaid on the same day on which it is made shall bear interest for one day.

2.4.9

For the purposes of the Interest Act (Canada) and disclosure thereunder, whenever any interest or any fee to be paid hereunder or in connection herewith is to be calculated on the basis of any period of time that is less than a calendar year, the yearly rate of interest to which the rate used in such calculation is equivalent is the rate so used multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by 360, 365 or 366, as applicable. The rates of interest under this Agreement are nominal rates, and not effective rates or yields. The principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement.

2.4.10

If any provision of this Agreement would oblige any Borrower to make any payment of interest or other amount payable to the Lenders in an amount or calculated at a rate which would be prohibited by Law or would result in a receipt by the Lenders of “interest” at a “criminal rate” (as such terms are construed under the Criminal Code (Canada)), then, notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by Law or so result in a receipt by the Lenders of “interest” at a “criminal rate”, such adjustment to be effected, to the extent necessary (but only to the extent necessary), as follows:

(a)

first, by reducing the amount or rate of interest required to be paid to the Lenders under Section 2.4; and

(b)

thereafter, by reducing any fees, commissions, premiums and other amounts required to be paid to the Lenders which would constitute interest for purposes of Section 347 of the Criminal Code (Canada).

2.5

Evidence of Debt

2.5.1

The Lenders shall maintain accounts in which they shall record (i) the amount of each Loan made hereunder and the relevant Interest Periods applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to such Lender hereunder, and (iii) the amount of any sum received by such Lender hereunder.

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2.5.2

The entries made in the accounts maintained pursuant to Section 2.5.1 shall be prima facie evidence (absent manifest error) of the existence and amounts of the obligations recorded therein; provided that the failure of the Lenders to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans and all other amounts payable in connection therewith, including interest and fees, in accordance with the terms of this Agreement.

2.6

Automatic Renewal, Termination and Reduction of Credit Commitment

2.6.1

On April 27 of each year, the Maturity Date shall be automatically extended for successive periods of one (1) year unless the Lenders provide the Borrowers with written notice ten (10) Business Days’ prior to the relevant renewal date of their intention not to further extend the Maturity Date.

2.6.2

Unless previously terminated, the commitment of the Lenders with respect to the Credit Facility will terminate on the Maturity Date and the Borrowers must repay all amounts outstanding under the Credit Facility together with all interest and fees payable hereunder on the Maturity Date.

2.6.3

Any Borrower may, upon three Business Days prior written notice to the Lenders, permanently cancel any unused portion of the Credit Facility without penalty. Any cancellation shall be in a minimum amount of $1,000,000. Each notice delivered by a Borrower pursuant to this Section 2.6.3 shall be irrevocable.

2.7

Repayment of Loans

Each Borrower hereby unconditionally jointly and severally promises to pay to the Lenders the then unpaid principal amount of each Loan on the Maturity Date (or such earlier date that the Loans have been accelerated pursuant to the last paragraph of Section 7.1) together with all interest accrued thereon and other amounts outstanding under this Agreement.

2.8

Mandatory Repayments

If at any time the Lenders determine that the U.S. Dollar Amount outstanding under the Credit Facility exceeds the Credit Facility Amount, then upon written notice from the Lenders to such effect, the Borrowers will, within 24 hours, make a prepayment of the Credit Facility in an amount equal to such excess.

2.9

Voluntary Prepayments

Any Borrower may, from time to time at its option, prepay any Loan without premium or penalty or permanently reduce the Available Credit of the Credit Facility, provided that:

(a)

any prepayment is in an amount equal to a minimum of $100,000 depending upon the currency of repayment and any reduction is in a minimum amount of $100,000;

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(b)

the Borrower pays concurrently with any such prepayment all interest accrued on the amount prepaid together with breakage costs, if any, incurred by the Lenders as a result of any such prepayment; and

(c)

the Lenders receive written notice of such prepayment, at least three Business Days prior to the date of such prepayment and specifying the amount and date of such prepayment. Any such notice shall be irrevocable and the Borrowers shall be bound to prepay in accordance with such notice.

2.10

Alternate Rate of Interest

Subject to Section 2.12, if prior to the commencement of any Interest Period for a CORRA Borrowing or SOFR Borrowing:

(a)

the Lenders determine that adequate and reasonable means do not exist for ascertaining CORRA or SOFR for such Interest Period; or

(b)

the Lenders determine that CORRA or SOFR for such Interest Period will not adequately and fairly reflect the cost to the Lenders of making or maintaining CORRA Loans or SOFR Loans included in such Borrowing for such Interest Period;

then the Lenders shall give notice thereof to the Borrowers by telephone as promptly as practicable thereafter and, until the Lenders notify the Borrowers that the circumstances giving rise to such notice no longer exist, (i) any Borrowing Request that requests the continuation of any Borrowing as an affected CORRA Borrowing or SOFR Borrowing shall be deemed to request conversion to a Canadian Prime Borrowing or U.S. Base Rate Borrowing (as applicable), and (ii) any Borrowing Request that requests an affected CORRA Borrowing or SOFR Borrowing shall be made as a Canadian Prime Borrowing or U.S. Base Rate Borrowing (as applicable).

2.11

Benchmark Replacement

2.11.1

Benchmark Replacement Setting. Notwithstanding anything to the contrary herein or in any other Financing Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Financing Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Financing Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Financing Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Borrowers without any amendment to, or further action or consent of any other party to, this Agreement or any other Financing Document so long as the Lenders have not received, by such time, written notice of objection to such Benchmark Replacement from any Borrower. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

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2.11.2

Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Lenders will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Financing Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Financing Document.

2.11.3

Notices; Standards for Decisions and Determinations. The Lenders will promptly notify the Borrowers of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Lenders will notify the Borrowers of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.11.4 and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Lenders pursuant to this Section 2.11, as applicable, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.11.

2.11.4

Unavailability of Benchmark. Notwithstanding anything to the contrary herein or in any other Financing Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Lenders in their reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Lenders may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Lenders may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

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2.11.5

Conversions or Continuations to Base Rate Loans. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowers may revoke any pending request for a SOFR Borrowing, or conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrowers will be deemed to have converted any such request for a SOFR Borrowing or a conversion to or continuation of a SOFR Borrowing into a request for a Borrowing of or conversion to a U.S. Base Rate Loan. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of U.S. Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of U.S. Base Rate.

2.12

Canadian Benchmark Replacement

2.12.1

Replacing Future Canadian Benchmarks. Notwithstanding anything to the contrary herein or in any other Financing Document, if a Canadian Benchmark Transition Event and its related Canadian Benchmark Replacement Date have occurred prior any setting of the then-current Canadian Benchmark, then (x) if a Canadian Benchmark Replacement is determined in accordance with clause (a) of the definition of “Canadian Benchmark Replacement” for such Canadian Benchmark Replacement Date, such Canadian Benchmark Replacement will replace such Canadian Benchmark for all purposes hereunder and under any Financing Document in respect of such Canadian Benchmark setting and subsequent Canadian Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Financing Document and (y) if a Canadian Benchmark Replacement is determined in accordance with clause (b) of the definition of “Canadian Benchmark Replacement” for such Canadian Benchmark Replacement Date, such Canadian Benchmark Replacement will replace such Canadian Benchmark for all purposes hereunder and under any Financing Document in respect of any Canadian Benchmark setting at or after 5:00 p.m. (Toronto time) on the fifth (5th) Business Day after the date notice of such Canadian Benchmark Replacement is provided to the Borrowers without any amendment to, or further action or consent of any other party to, this Agreement or any other Financing Document. If the Canadian Benchmark Replacement is Daily Compounded CORRA, all interest payments will be payable on the last day of each Interest Period.

2.12.2

Canadian Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Canadian Benchmark Replacement, the Lenders will have the right to make Canadian Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Financing Document, any amendments implementing such Canadian Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

2.12.3

Notices; Standards for Decisions and Determinations. The Lenders will promptly notify the Borrowers of (i) the implementation of any Canadian Benchmark Replacement and (ii) the effectiveness of any Canadian Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Canadian Benchmark Replacement. The Lenders will notify the Borrowers of (x) the removal or reinstatement of any tenor of a Canadian Benchmark pursuant to Section 2.12.4 and (y) the commencement of any Canadian Benchmark Unavailability Period. Any determination, decision or election that may be made by the Lenders pursuant to this Section 2.12 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from any other party to this Agreement or any other Financing Document, except, in each case, as expressly required pursuant to this Section 2.12.

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2.12.4

Unavailability of Tenor of Canadian Benchmark. Notwithstanding anything to the contrary herein or in any other Financing Document, at any time (including in connection with the implementation of a Canadian Benchmark Replacement), (i) if the then-current Canadian Benchmark is a term rate (including the Term CORRA Reference Rate) and either (A) any tenor for such Canadian Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Lenders in their reasonable discretion or (B) the regulatory supervisor for the administrator of such Canadian Benchmark has provided a public statement or publication of information announcing that any tenor for such Canadian Benchmark is not or will not be representative, then the Lenders may modify the definition of “Interest Period” (or any similar or analogous definition) for any Canadian Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Canadian Benchmark (including a Canadian Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Canadian Benchmark (including a Canadian Benchmark Replacement), then the Lenders may modify the definition of “Interest Period” (or any similar or analogous definition) for all Canadian Benchmark settings at or after such time to reinstate such previously removed tenor.

2.12.5

Canadian Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Canadian Benchmark Unavailability Period, any Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Loans, which are of the Type that have a rate of interest determined by reference to the then-current Canadian Benchmark, to be made, converted or continued during any Canadian Benchmark Unavailability Period and, failing that, any Borrower will be deemed to have converted any such request into a request for Loans of or conversion to, (i) for a Canadian Benchmark Unavailability Period in respect of the Term CORRA Reference Rate, Daily Compounded CORRA Loans, and (ii) for a Canadian Benchmark Unavailability Period in respect of a Canadian Benchmark other than the Term CORRA Reference Rate, Canadian Prime Rate Loans.

2.13

Increased Costs; Illegality

2.13.1

If any Change in Law shall:

(a)

impose, modify or deem applicable any reserve, special deposit, additional capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, a Lender or any of its lenders; or

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(b)

impose on a Lender or any of its lenders any other condition affecting this Agreement or any cost or charge directly or indirectly incurred by such Lender in connection with a Loan hereunder (including the imposition on such Lender or any of its lenders of, or any change to, any Tax other than an Excluded Tax or other charge with respect to its or their CORRA Loans or SOFR Loans or participation therein, or its obligation to make CORRA Loans or SOFR Loans;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, converting to or maintaining any Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender, such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

2.13.2

If a Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender would have achieved but for such Change in Law (taking into consideration such Lender’s policies with respect to return on capital) prior to the occurrence of such Change in Law, then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for any such reduction suffered.

2.13.3

A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender as specified in Sections 2.13.1 or 2.13.2 shall be delivered to the Borrowers, and any such certificate shall include a brief description of the Change in Law and a calculation of the amount or amounts necessary to compensate such Lender and shall, absent manifest error, be prima facie evidence of the amount of such compensation. In preparing any such certificate, a Lender shall be entitled to use averages and to make reasonable estimates, and shall not be required to “match contracts” or to isolate particular transactions. The Borrowers shall pay each applicable Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

2.13.4

Failure or delay on the part of a Lender to demand compensation pursuant to this Section 2.13 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrowers shall not be obligated to pay any such amount demanded by a Lender which is attributable to periods prior to the date which is 90 days preceding the date of such demand.

2.13.5

In the event that a Lender shall have determined (which determination shall be reasonably exercised and shall, absent manifest error, constitute prima facie evidence thereof) at any time that the making or continuance of any SOFR Loan has become unlawful or materially restricted as a result of compliance by such Lender in good faith with any applicable Law, then, in any such event, such Lender shall give prompt notice (by telephone and confirmed in writing) to the Borrowers of such determination. Upon the giving of the notice to the Borrowers referred to in this Section 2.13.5, the Borrowers’ right to request (by continuation or otherwise), and such Lender’s obligation to make, SOFR Loans shall be immediately suspended, and thereafter any requested Borrowing of SOFR Loans shall be deemed to be a request for a U.S. Base Rate Loan and if the affected SOFR Loans are then outstanding, the Borrowers shall immediately, or if permitted by applicable Law, no later than the date permitted thereby, upon at least one Business Day prior written notice to the Lenders, convert each such affected SOFR Loan into a U.S. Base Rate Loan.

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2.14

Breakage Costs

In the event of (a) the failure by a Borrower to borrow, convert or continue any Loan on the date specified in any notice delivered by the Borrower pursuant hereto, or (b) the payment or conversion of any principal of any CORRA Loan or SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default or prepayment), then, in any such event, the Borrowers shall compensate the Lenders for all loss, costs and expenses that the Lenders incur in connection with such event (including all loss, costs and expenses that the Lenders incur under their own credit facilities), as determined by the Lenders. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.14 shall be delivered to the Borrowers and shall, absent manifest error, constitute prima facie evidence thereof. The Borrowers shall pay the applicable Lender the amount shown as due on any such certificate within 30 days after receipt thereof.

2.15

Withholding Tax Indemnity

Any and all payments required to be made by or on behalf of the Borrowers under this Agreement will be made free and clear of, and without deduction or withholding for, or on account of, any present or future taxes or similar charges (collectively, the “Withholdings”) unless such Withholdings are required to be made under applicable law. If a Borrower is so required to deduct or withhold any Withholdings from any amount payable to the Lenders and if such Withholdings are Indemnified Taxes:

2.15.1

The amount payable to the Lenders will be increased as may be necessary so that, after making all required Withholdings, each Lender receives an amount equal to the amount that it would have received had no such Withholdings been withheld or deducted.

2.15.2

The applicable Borrower will remit the Withholdings to the appropriate taxation authority following its deduction or withholding prior to the date on which penalties attach thereto.

2.15.3

Within 30 days after such Withholdings have been remitted, the applicable Borrower will deliver to the applicable Lender evidence satisfactory to such Lender, acting reasonably, that the taxes or charges in respect of which such deduction or withholding was made have been remitted to the appropriate taxation authority.

2.15.4

The Borrowers will indemnify a Lender, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes paid by such Lender on or with respect to any payment by or on account of any obligation of the Borrowers hereunder (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant taxation authority. A certificate as to the amount of such payment or liability (setting forth in reasonable detail the basis and calculation of such amounts) delivered to the Borrowers by a Lender will be conclusive absent manifest error.

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2.15.5

If a Lender is entitled to an exemption from or reduction of withholding tax with respect to payments made under this Agreement, it shall deliver to the applicable Borrower, at the time or times reasonably requested in writing by such Borrower, such properly completed and executed documentation so requested as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, a Lender, if reasonably requested in writing by any Borrower, shall deliver such other documentation prescribed by applicable law or so requested by such Borrower as will enable such Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.15.6 and 2.15.7 below) shall not be required if in a Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

2.15.6

Without limiting the generality of Section 2.15.5, in the event that any Borrower is a U.S. Borrower:

(a)

if a Lender is a U.S. Person it shall deliver to such Borrower on or prior to the date on which such Lender becomes party to this Agreement (and from time to time thereafter upon the reasonable request of such Borrower), executed originals of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(b)

if a Lender is a Foreign Lender it shall, to the extent it is legally entitled to do so, deliver to such Borrower (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes party to this Agreement (and from time to time thereafter upon the reasonable request of such Borrower), whichever of the following is applicable:

(i)

in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under this Agreement, executed originals of IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under this Agreement, IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “business profits” or “other income” article of such tax treaty;

(ii)

executed originals of IRS Form W-8ECI;

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(iii)

in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the IRC, (x) a certificate substantially in the form of Appendix E-1 to the effect that such Foreign Lenders is not a “bank” within the meaning of Section 881(c)(3)(A) of the IRC, a “10 percent shareholder” of BBP within the meaning of Section 881(c)(3)(B) of the IRC, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the IRC (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN-E; or

to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit C-1 or Exhibit C-2, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Appendix E-4 on behalf of each such direct and indirect partner.

Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to such Borrower (in such number of copies as shall be requested) on or prior to the date on which such Foreign Lender becomes party to this Agreement (and from time to time thereafter upon the reasonable request of such Borrower), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit such Borrower to determine the withholding or deduction required to be made.

2.15.7

If a payment made to a Lender under this Agreement would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the IRC, as applicable), such Lender shall deliver to such Borrower at the time or times prescribed by law and at such time or times reasonably requested by such Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the IRC) and such additional documentation reasonably requested by such Borrower as may be necessary for such Borrower to comply with its obligations under FATCA and to determine that such Lender has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.15.7, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

2.15.8

Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 2.15 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the applicable Borrower in writing of its legal inability to do so.

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2.15.9

If, following the imposition of any Indemnified Taxes on any payment by the applicable Borrower to a Lender in respect of which such Borrower is required to make an additional payment pursuant to this Section 2.15, such Lender receives or is granted a credit against or remission for or deduction from or in respect of any taxes or charges paid by it or obtains any other relief which, in such Lender’s opinion, is both reasonably identifiable and quantifiable by it without imposing an unacceptable administrative burden on it (any of the foregoing being a “saving”), such Lender will reimburse such Borrower with such amount as such Lender will have concluded, in its absolute discretion but in good faith, to be the amount or value of the relevant saving but only to the extent of indemnity payments made or additional amounts paid, by such Borrower under this Section 2.15 with respect to Withholdings giving rise to such refund or reduction, net of all out-of-pocket expenses of such Lender and without interest (other than any net after-tax interest paid by the relevant Governmental Authority with respect to such refund). Nothing herein contained will interfere with the right of a Lender to arrange its affairs in whatever manner it thinks fit and, in particular, the Lenders will not be under any obligation to claim relief for tax purposes on its corporate profits or otherwise, or to claim such relief in priority to any other claims, relief, credits or deductions available to it or to disclose details of its affairs. Each Lender will notify the applicable Borrower promptly of the receipt by such Lender of any such saving and of such Lender’s opinion as to the amount or value thereof, and any reimbursement to be made by such Lender will be made promptly on the date of receipt of such saving by such Lender or, if later, on the last date on which the applicable taxation authority would be able in accordance with applicable law to reclaim or reduce such saving. The applicable Borrower, upon the request of a Lender, agrees to repay the amount paid over to such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to such Lender if such Lender is required to repay such refund or reduction to such Governmental Authority. This will not be construed to require any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to any Borrower or any other Person.

2.16

Payments Generally

The Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest or fees, amounts payable under any of Sections 2.13, 2.14 or 2.15, or otherwise) prior to 1:00 p.m., Toronto time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lenders, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. The Borrowers shall make payments to the Lenders in accordance with instructions provided by the Lenders to the Borrowers.

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2.17

Currency Indemnity

If, for the purposes of obtaining judgment in any court in any jurisdiction with respect to this Agreement or any other Financing Document, it becomes necessary to convert into the currency of such jurisdiction (the “Judgment Currency”) any amount due under this Agreement or under any other Financing Document in any currency other than the Judgment Currency (the “Currency Due”), then conversion shall be made at the rate of exchange prevailing on the Business Day before the day on which judgment is given. For this purpose “rate of exchange” means the rate at which a Lender is able, on the relevant date, to purchase the Currency Due with the Judgment Currency in accordance with its normal practice. In the event that there is a change in the rate of exchange prevailing between the Business Day before the day on which the judgment is given and the date of receipt by the Lenders of the amount due, the Borrowers will, on the date of receipt by the Lenders, pay such additional amounts, if any, or be entitled to receive reimbursement of such amount, if any, as may be necessary to ensure that the amount received by the Lenders on such date is the amount in the Judgment Currency which when converted at the rate of exchange prevailing on the date of receipt by the Lenders is the amount then due under this Agreement or such other Financing Document in the Currency Due. If the amount of the Currency Due which a Lender is so able to purchase is less than the amount of the Currency Due originally due to it, the Borrowers shall indemnify and save such Lender harmless from and against all loss or damage arising as a result of such deficiency. This indemnity shall constitute an obligation separate and independent from the other obligations contained in this Agreement and the other Financing Documents, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Lenders from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due under this Agreement or any other Financing Document or under any judgment or order.

2.18

Addition of Borrowers

BBP may elect from time to time to designate another Subsidiary as a Borrower hereunder subject to delivering to the Lenders a signed accession agreement in the form required by the Lenders and from and after the date of such designation, such Subsidiary shall for all purposes be a “Borrower” and “Obligor” hereunder.

Article 3
REPRESENTATIONS AND WARRANTIES

Each Borrower and Guarantor represents and warrants to the Lenders that:

3.1

Organization; Powers

It is organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority and holds all requisite licences, permits, approvals and qualifications necessary to carry on its business as presently conducted, and is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required, except to the extent that the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

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3.2

Authorization; Enforceability

The Transactions are within its corporate power and have been authorized by all necessary corporate and other action. This Agreement and the other Financing Documents have been executed and delivered by it and constitute legal, valid and binding obligations of it, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganisation, moratorium or other Laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

3.3

Governmental Approvals; No Conflicts

The Transactions, except for matters that, individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect, (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, (b) do not violate any applicable Law or the constating or organizational documents of any Obligor or any order of any Governmental Authority, (c) do not violate in any material way or result in a default under any indenture, agreement or other instrument binding upon any Obligor or any of its assets, or give rise to a right thereunder to require any payment to be made by an Obligor, and (d) do not result in the creation or imposition of any Lien on any asset of an Obligor.

3.4

Financial Information

3.4.1

The consolidated financial statements of BBP furnished by the Borrowers to the Lenders pursuant hereto have been prepared in accordance with GAAP, consistently applied, and present fairly, in all material respects, the consolidated financial condition of BBP and its consolidated subsidiaries covered thereby as at the dates thereof, and the results of their operations for the periods then ended subject, in the case of unaudited financials, to customary year-end audit adjustments and the absence of any footnotes in the case of statements for any Fiscal Quarter.

3.4.2

All written information (including that disclosed in all financial statements) pertaining to BBP (other than projections) (the “Information”) that has been made available to the Lenders by the Borrowers or any authorized representative of the Borrowers, taken as a whole, was, when furnished, complete and correct in all material respects and did not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements were made.

3.5

Litigation

There are no actions, suits or proceedings pending or, to any Obligor’s actual knowledge, threatened against or affecting any BBP Group Member or any of their assets that would, if determined adversely, affect the legality or enforceability of any Financing Document or would reasonably be expected to have a Material Adverse Effect.

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3.6

Compliance with Laws and Agreements

Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, the BBP Group Members are in compliance with all Laws applicable to them or their property (including all labour laws) and all indentures, agreements and other instruments binding upon them or their property (including all labour contracts). Except for any matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, the BBP Group Members have not violated or failed to obtain any Authorization necessary to the ownership of their property or assets or the conduct of their businesses.

3.7

Taxes

The BBP Group Members have timely filed or caused to be filed all Tax returns and reports required to have been filed and have paid or caused to be paid all Taxes required to have been paid (including all instalments with respect to the current period) and have made adequate provision for Taxes for the current period, except Taxes (a) that are immaterial to BBP on a consolidated basis or that are being contested in good faith by appropriate proceedings and for which BBP, on a consolidated basis, has set aside on its books adequate reserves, or (b) which individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.

3.8

Ownership of Property

The BBP Group Members own or have valid rights to the extent required for the operation of their businesses, in all real and personal property that is material to the operation of their businesses, except where failure to do so would not reasonably be expected to have a Material Adverse Effect.

3.9

Pension Plans

All material obligations of the BBP Group Members (including fiduciary, funding, investment and administration obligations) required to be performed in connection with its or their pension and benefit plans and the funding agreements therefor have been performed on a timely basis and there are no unfunded or undisclosed liabilities thereunder, except to the extent that the same individually or in aggregate would not reasonably be expected to have a Material Adverse Effect.

3.10

No Order or Judgments

There are no orders, judgments, award or decrees outstanding against any BBP Group Member, or affecting their assets, that would reasonably be expected to have a Material Adverse Effect.

3.11

No Material Adverse Effect

Since the date of BBP’s most recent financial statements, there has been no change in the consolidated financial position or the consolidated results of the operations of BBP that would reasonably be expected to have a Material Adverse Effect.

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3.12

Defaults

No Default has occurred and is continuing.

3.13

Environmental Matters

3.13.1

Environmental Laws, etc.Neither the property of the BBP Group Members nor their operations conducted thereon violate any applicable order of any Governmental Authority made pursuant to Environmental Laws, where such violation would reasonably be expected to result in remedial obligations having a Material Adverse Effect.

3.13.2

Notices, Permits, etc.All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed pursuant to Environmental Law by the BBP Group Members in connection with the operation or use of any and all of their property, including but not limited to treatment, transportation, storage, disposal or release of Hazardous Materials into the environment, have been duly obtained or filed, except to the extent the failure to obtain or file such notices, permits, licences or similar authorizations would not reasonably be expected to have a Material Adverse Effect, or which would not reasonably be expected to result in remedial obligations having a Material Adverse Effect.

3.13.3

Hazardous Substances Carriers. All Hazardous Materials generated at any and all property of the BBP Group Members have been treated, transported, stored and disposed of only in accordance with Environmental Law, except to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect.

3.13.4

Hazardous Materials Disposal. No Hazardous Materials have been disposed of or otherwise released on or to any real property of the BBP Group Members other than in compliance with Environmental Laws, except for any such disposal or release that would not reasonably be expected to have a Material Adverse Effect.

3.13.5

No Contingent Liability. The BBP Group Members have no material contingent liability in connection with any release or threatened release of any Hazardous Materials into the environment other than such contingent liabilities at any one time and from time to time which would reasonably be expected to not exceed applicable insurance coverage, or for which adequate reserves for the payment thereof as required by GAAP have been provided, except for any such contingent liabilities which, in the aggregate, would not reasonably be expected to result in remedial obligations having a Material Adverse Effect.

3.14

Fiscal Year

As of the date of this Agreement, the Fiscal Year of BBP ends on December 31 of each calendar year, and BBP’s Fiscal Quarters end on the last day of each of March, June, September and December of each calendar year.

3.15

Money Laundering Laws

The operations of the Obligors are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transactions Reporting Act of 1970, as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the other applicable money laundering Laws to which they are subject, including the rules and regulations thereunder (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body involving any of them with respect to the Money Laundering Laws is pending, except as disclosed in writing to the Lenders or as would not have a Material Adverse Effect.

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3.16

Office of Foreign Assets Control

None of the Obligors and none of their respective directors, officers, Subsidiaries, or, to their knowledge, employees is (i) a person included in the Specially Designated Nationals and Blocked Persons Lists (the “OFAC Lists”), as published from time to time by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or (ii) currently subject to any U.S. economic sanctions administered by OFAC.

3.17

Survival of Representations and Warranties

The representations and warranties set out in this Article 3 and in any certificate, notice, delivered pursuant to this Agreement will survive the execution and delivery of this Agreement notwithstanding any investigation or examination that may be made by the Lenders.

3.18

Deemed Repetition

The above representations and warranties of the Borrowers contained in this Article 3 shall be deemed to be repeated on the date of the delivery of each Borrowing Request, each conversion or rollover of a Borrowing, and of each Compliance Certificate delivered pursuant to Section 5.1(c) as if made on each such date unless such representations and warranties expressly refer to a different date.

Article 4
CONDITIONS PRECEDENT

4.1

Conditions Precedent to Borrowings

The obligation of the Lenders to make a Loan on the occasion of any Borrowing is subject to the satisfaction of the following conditions, it being understood that the conditions are included for the exclusive benefit of the Lenders and may be waived in writing in whole or in part by the Lenders at any time:

(a)

the representations and warranties of the Obligors set forth in this Agreement shall be true and correct on and as of the date of each such Borrowing, as if made on such date unless such representations and warranties expressly refer to a different date;

(b)

at the time of and immediately after giving effect to such Borrowing, no Default or Event of Default shall have occurred and be continuing; and

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(c)

the Lenders shall have received a Borrowing Request in the manner and within the time period required by Section 2.3.

Article 5
AFFIRMATIVE COVENANTS

Until the Credit Facility has expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, the Obligors covenant and agree with the Lenders that:

5.1

Financial Statements and Other Information

The Borrowers will furnish or cause to be furnished to the Lenders:

(a)

as soon as available and in any event within 120 days after the end of each Fiscal Year of BBP, BBP’s audited consolidated balance sheet and related statements of income, retained earnings and changes in cash flow as of the end of and for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by independent auditors of recognized national standing without any qualification and to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of BBP on a consolidated basis in accordance with GAAP consistently applied;

(b)

as soon as available and in any event within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year of BBP, its unaudited consolidated balance sheet and related statements of income, retained earnings and changes in cash flow as of the end of and for such Fiscal Quarter and the then elapsed portion of the Fiscal Year which includes such Fiscal Quarter, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by a senior officer of BBP as presenting fairly in all material respects the financial condition and results of operations of BBP on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments;

(c)

concurrently with the financial statements required pursuant to Sections (a) and (b) above, a Compliance Certificate, signed by a senior officer of a Borrower, on behalf of all of the Borrowers, and containing or accompanied by such financial or other details, information and material as any Lender may reasonably request to evidence compliance with the financial covenant contained in Section 5.9;

(d)

forthwith after a senior officer of a Borrower learns of the existence of a Default or Event of Default, the certificate of such Borrower, signed by a senior officer, specifying the event which constitutes a Default or Event of Default, together with a statement of the steps being taken to cure such Default or Event of Default;

(e)

forthwith upon receipt thereof, notice to the Lenders of any action, suit or proceeding affecting any Borrower or BBP or BBP Holding LP that would, if determined adversely, reasonably be expected to have a Material Adverse Effect and will, from time to time, furnish the Lenders with such information reasonably required by any Lender with respect to the status of any such action, suit or proceeding; and

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(f)

such other information as any Lender may from time to time reasonably request.

5.2

Existence; Conduct of Business

The Obligors will maintain their existence in good standing and conduct their businesses in a prudent manner.

5.3

Timely Payment

The Borrowers will make due and timely payment, as provided for herein, of the principal of all Loans, all interest thereon and all fees and other amounts required to be paid hereunder.

5.4

Books and Records

The Obligors will at all times keep true and complete financial books and records and accounts in accordance with, to the extent applicable, GAAP.

5.5

Compliance with Laws

5.5.1

The Obligors will, and will cause the Subsidiaries to, comply with all Laws applicable to them or their property, except where the occurrence of such non-compliance, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

5.5.2

The Obligors will not directly or indirectly (i) lend or contribute by way of equity the proceeds of the Loans to any Person on the OFAC Lists at the time of such loan or contribution or any Person that is known to the Obligors as being owned or controlled by a Person on the OFAC Lists at such time, or (ii) knowingly use or otherwise knowingly make available the proceeds of the Loans to any Subsidiary, joint venture partner or other Person in violation of any of the U.S. economic sanctions administered by OFAC.

5.6

Insurance

The Obligors will, and will cause the Subsidiaries to, maintain or cause to be maintained, with financially sound and reputable insurers, insurance with respect to their respective properties and business against such liabilities, casualties, risks and contingencies and in such types (including business interruption insurance and, to the extent available at commercially reasonable rates, flood insurance) and amounts as is customary in the case of Persons engaged in the same or similar businesses, except where the occurrence of such non-compliance, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

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5.7

Operation of Business

The Obligors will, and will cause the Subsidiaries to, maintain all necessary licences, approvals and permits and manage and operate their businesses (i) in accordance with their customary practice in all material respects, and (ii) in compliance in all material respects with all applicable Laws from time to time constituted with respect to the regulation, ownership, management and operation of such businesses, except where a failure to so maintain, manage and operate would not reasonably be expected to result in a Material Adverse Effect.

5.8

Maintenance of Assets

The Obligors will cause their properties and the properties of the Subsidiaries, to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their judgment may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing will prevent or restrict the sale, abandonment or other disposition of any of such properties or any failure to take any of the foregoing actions where such action or failure would not reasonably be expected to result in a Material Adverse Effect.

5.9

Financial Covenant

BBP will maintain a Deconsolidated Net Worth in an amount equal to or greater than $1,000,000,000, provided that BBP will be entitled to make such adjustments to its Deconsolidated Net Worth as are necessary so that BBP’s consolidated Common Equity and preferred equity in any Person is not less than zero. The Borrowers agree that the Compliance Certificates delivered pursuant to Section 5.1(c) will include details of all such adjustments to the Deconsolidated Net Worth.

5.10

Payment of Taxes

The Obligors and the Subsidiaries will, on or before the date for payment thereof, pay all Taxes imposed upon them or upon their assets, the non-payment of which would reasonably be expected to result in a Material Adverse Effect, except any such Tax that is being contested in good faith and by proper proceedings and as to which appropriate reserves are maintained in accordance with generally accepted accounting principles.

5.11

Use of Proceeds

The Borrowers shall use Loans obtained under the Credit Facility only for the purposes set out in Section 2.1.2 of this Agreement.

5.12

Pensions

The Obligors will pay, when due, all payments required to be made in respect of any pension plan covering their employees and will perform all obligations required to maintain each such pension plan in good standing and fully funded, but only, in each case, if to do otherwise would cause or would be reasonably likely to cause them to have a liability that is material to the Obligors when considered as a whole.

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Article 6
NEGATIVE COVENANTS

Until the Credit Facility has expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full, the Obligors covenant and agree with the Lenders that:

6.1

Liens

None of the Obligors will create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it on a non-consolidated basis, except for:

(a)

Permitted Liens;

(b)

Liens on assets to secure Indebtedness up to an aggregate amount outstanding at any time of $50,000,000;

(c)

Liens to secure Indebtedness in excess of the amount referred to in (b); provided that the Lenders are secured equally and rateably with such Indebtedness and all other Indebtedness which is required to be secured equally and rateably; and

(d)

Cash collateral in an aggregate amount of up to $50,000,000 to secure Financial Instrument Obligations.

The Lenders agree to release the security obtained hereunder to the extent that such security was obtained as a result of an Obligor granting third party security and such third party security (and all other security provided for other Indebtedness that was required to be secured equally and rateably) is released; provided that at such time, there is no outstanding Default hereunder.

6.2

Fundamental Changes

None of the Obligors (in each case, a “Predecessor”) will enter into any transaction whereby all or substantially all of its assets would become the property of any other Person (a “Successor”) whether by way of reorganization, reconstruction, consolidation, amalgamation, merger, transfer, sale or otherwise, unless:

(a)

no Default or Event of Default will have occurred and remain outstanding and such transaction will not result in the occurrence of any Default or Event of Default;

(b)

prior to or contemporaneously with the consummation of such transaction the Predecessor and/or the Successor have executed such instruments and delivered such legal opinions acceptable to the Lenders acting reasonably and done such things as are necessary or advisable to establish that upon the consummation of such transaction;

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(i)

the Successor will have assumed all the covenants and obligations of the Predecessor under this Agreement; and

(ii)

this Agreement will be a valid and binding obligation of the Successor entitling the Lenders, as against the Successor, to exercise all its rights under its Agreement

(whereupon such Successor will become a Borrower or Guarantor hereunder (as applicable), entitled to exercise every right and power of the Predecessor hereunder with the same effect as if such Successor had been named as a Borrower or Guarantor hereunder (as applicable), whereupon the Predecessor will be released from all of its covenants and the Obligations); and

(c)

the Lenders, having received such information relating to such proposed transaction as any Lender may have reasonably requested, have confirmed in writing that such Successor is acceptable to the Lenders, acting reasonably.

6.3

Financial Instrument Obligations

The Obligors will not enter into any Financial Instrument Obligations other than in the ordinary course of their businesses.

6.4

Limitation on Distributions

BBP and Holding LP will not declare or make any Distributions during the occurrence and continuance of an Event of Default provided, that if a Distribution has been declared in accordance with this Agreement and a Default (other than a payment Default or a Default under Section 5.9, Section 6.1 or Section 6.2) subsequently occurs, BBP and Holding LP shall be entitled to pay such Distribution as declared so long as at the time of such payment such Default has not become an Event of Default and no other Event of Default has then occurred and is continuing.

6.5

Acquisitions

The Obligors will not use the proceeds of any Loan to fund all or any part of the purchase price of any acquisition of all or any part of the business of another Person, including any line of business or division and/or the assets comprised therein, in a single transaction or series of transactions, related or not, whether by acquisition of assets or Equity Securities of such Person or by way of amalgamation, arrangement, merger or other business combination, unless, at the time of making such acquisition and after giving pro forma effect thereto, no Default shall have occurred and be continuing.

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Article 7
EVENTS OF DEFAULT

7.1

Events of Default

If any of the following events (“Events of Default”) shall occur:

(a)

any Borrower shall fail to pay the principal of any Loan when due and payable, including on the Maturity Date;

(b)

any Borrower shall fail to pay interest or any other amount owing hereunder when due hereunder and such failure shall continue unremedied for a period of three Business Days after written notice thereof from any Lender;

(c)

any representation or warranty made or deemed made by or on behalf of any Obligor hereunder or in any Financing Document, Compliance Certificate or Borrowing Request, shall prove to have been incorrect in any material respect when made or deemed to be made; provided that if such incorrect representation or warranty can reasonably be expected to be cured within 15 Business Days, such incorrect representation or warranty is not remedied within 15 Business Days after notice thereof from any Lender to the Obligors;

(d)

any Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.1(d);

(e)

any failure by BBP to comply with the financial covenant in Section 5.9 and such failure remains unremedied for five Business Days after a senior officer of a BBP becomes aware of such failure;

(f)

any Obligor shall fail to observe or perform any other covenant, condition or agreement contained in this Agreement or any other Financing Document, and such failure shall continue unremedied for a period of 20 Business Days after the earlier of a senior officer of an Obligor becoming aware of such failure or written notice thereof from any Lender;

(g)

any Obligor shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Debtor Relief Law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Article 7, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Obligor, as the case may be, or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(h)

an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Obligor or its debts, or of a substantial part of its assets, under any Debtor Relief Law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Obligor or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

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(i)

any other event occurs which, under the Laws of any applicable jurisdiction, has an effect equivalent to any of the events referred to in either of Section 7.1(g) or Section 7.1(h) and, if the event is equivalent to the event referred to in Section 7.1(h) (subject to the same provisos), the 60 day grace period will apply as set out in Section 7.1(h);

(j)

one or more judgments for the payment of borrowed money in a cumulative amount in excess of $125,000,000 (or the equivalent thereof in any other currency) is rendered against an Obligor and the relevant party has not (y) provided for its discharge in accordance with its terms within 30 days from the date of entry thereof, or (z) procured a stay of execution thereof within 30 days from the date of entry thereof and within such period, or such longer period during which execution of such judgment continues to be stayed, appealed such judgment and caused the execution thereof to be stayed during such appeal, provided that if enforcement and/or realization proceedings or similar process are lawfully commenced in respect thereof in the interim, such grace period will cease to apply;

(k)

any property of an Obligor having a fair market value in excess of $125,000,000 (or the equivalent thereof in any other currency) is seized (including by way of execution, attachment, garnishment, levy or distraint) or any Lien thereon securing Indebtedness is enforced against such property, or such property has become subject to any charging order or equitable execution of a Governmental Authority, or any writ of execution or distress warrant exists in respect of such property, or any sheriff or other Person becomes lawfully entitled by operation of law or otherwise to seize or distrain upon such property, and in any case such seizure, enforcement, execution, attachment, garnishment, distraint, charging order or equitable execution, or other seizure or right, continues in effect and is not released or discharged for more than 30 days or such longer period during which entitlement to the use of such property continues with the affected party, and the affected party is contesting the same in good faith and by appropriate proceedings, provided that if the property is removed from the use of the affected party, or is sold, in the interim, such grace period will cease to apply; provided that this provision only applies if the property in question is property, the loss of which could reasonably be expected to have a Material Adverse Effect;

(l)

this Agreement or any other Financing Document, at any time for any reason, terminates or ceases to be in full force and effect and a legally valid, binding and enforceable obligation of the Obligors, is declared to be void or voidable or is repudiated, or the validity, binding effect, legality or enforceability hereof or thereof is at any time contested by any Obligor, or any Obligor denies that it has any or any further liability or obligation hereunder or thereunder, or any action or proceeding is commenced to enjoin or restrain the performance or observance by the Obligors of any material terms hereof or thereof or to question the validity or enforceability hereof or thereof;

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(m)

any event or condition occurs that results in any indebtedness for borrowed money (other than indebtedness owing hereunder) of any Obligor in a principal amount exceeding $125,000,000 (or the equivalent thereof in any other currency) becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holders of such indebtedness for borrowed money to cause any such indebtedness to become due prior to its scheduled maturity (where all applicable grace or cure periods have expired), and, in either such case, such event or condition is not waived by the holders of such indebtedness;

(n)

if there occurs any action, suit or proceeding affecting any BBP Group Members or any of their assets that would, if determined adversely, reasonably be expected to have a Material Adverse Effect;

(o)

Brookfield Corporation and its Affiliates collectively cease to directly and/or indirectly own at least 50.1% of the Voting Stock of BBP or Holding LP on a fully exchanged basis (where the exchange right is exercisable at the option of the holder without restriction or condition); or

(p)

Brookfield Corporation and its Affiliates cease to directly and/or indirectly own at least 20% of the limited partner units in Holding LP (or any successor entity that is the primary holding company for BBP’s assets) on a fully exchanged basis (where the exchange right is exercisable at the option of the holder without condition or restriction),

then, and in every such event (other than an event with respect to an Obligor described in clause (g), (h) or (i) above), and at any time thereafter during the continuance of such event or any other such event, the Lenders may, by notice to the Borrowers, take either or both of the following actions, at the same or different times: (i) terminate the Credit Commitment, and thereupon the Credit Commitment shall terminate immediately, and (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind except as set forth earlier in this paragraph, all of which are hereby waived by the Borrowers; and in the case of any event with respect to any Obligor described in clause (g), (h) or (i) above, the Credit Commitment shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers.

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7.2

Legal Proceedings

If any Event of Default occurs, the Lenders may in their discretion, exercise any right or recourse and/or proceed by any action, suit, remedy or proceeding against the Borrowers authorized or permitted by Law for the recovery of all the indebtedness and liabilities of the Borrowers to the Lenders and proceed to exercise any and all rights and remedies hereunder and no such remedy for the enforcement of the rights of the Lenders will be exclusive of or dependent on any other remedy but any one or more of such remedies may from time to time be exercised independently or in combination.

7.3

Non-Merger

The taking of a judgment or judgments or any other action or dealing whatsoever by any Lender in respect of any Financing Document will not operate as a merger of any Indebtedness of the Borrowers to the Lenders or in any way suspend payment or affect or prejudice the rights, remedies and powers, legal or equitable, which the Lenders may have in connection with such liabilities and the surrender, cancellation or any other dealings with any security for such liabilities will not release or affect the liability of the Borrowers hereunder.

Article 8
GUARANTEES

8.1

Guarantees

To induce the Lenders to execute and deliver this Agreement and to make or maintain the Credit Facility in favour of the Borrowers, and in consideration thereof, each Borrower and Guarantor hereby irrevocably and unconditionally guarantees (this “Obligor Guarantee”) to the Lenders due and punctual payment and performance to the Lenders upon demand made in accordance with the terms of this Agreement of all debts, liabilities and obligations of or owing by the Borrowers to the Lenders at any time and from time to time, present and future, direct and indirect, absolute and contingent, matured or not, arising from this Agreement, and whether as principal or surety, and including without limitation, all liabilities of the Borrowers arising as a consequence of their failure to pay or fulfil any of such debts, liabilities and obligations (collectively, the “Guaranteed Obligations”).

8.2

Indemnity

In addition to the guarantee specified in Section 8.1, each Obligor agrees to indemnify and save the Lenders harmless from and against all reasonable costs, losses, expenses and damages it may suffer as a result or consequence of, any Borrower’s default in the performance of any of the Guaranteed Obligations, or any inability by the Lenders to recover the ultimate balance due or remaining unpaid to the Lenders in respect of the Guaranteed Obligations, including without limitation, reasonable legal fees incurred by or on behalf of the Lenders resulting from any action instituted on the basis of this Obligor Guarantee.

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8.3

Payment and Performance

8.3.1

If any Borrower fails or refuses to punctually pay or perform the Guaranteed Obligations, each of the other Borrowers and the Guarantors will unconditionally render any such payment or performance upon demand in accordance with the terms of this Obligor Guarantee.

8.3.2

Nothing but payment and satisfaction in full of the Guaranteed Obligations will release a Borrower or Guarantor from its obligations under this Obligor Guarantee.

8.4

Continuing Obligation

This Obligor Guarantee will be a continuing guarantee, will cover all the Guaranteed Obligations, and will apply to and secure any ultimate balance due or remaining unpaid to the Lenders. This Obligor Guarantee will continue to be binding regardless of:

(a)

any amendment, restatement, replacement, renewal, extension, supplement, continuation or waiver of this Agreement or any provision or term hereof;

(b)

whether any other Person or Persons (an “Additional Guarantor”) will become in any other way responsible to the Lenders for, or in respect of all or any part of the Guaranteed Obligations;

(c)

whether any such Additional Guarantor will cease to be so liable;

(d)

the validity or enforceability of any of the Guaranteed Obligations; or

(e)

whether any payment of any of the Guaranteed Obligations has been made and where such payment is rescinded or must otherwise be returned upon the occurrence of any action or event, including the insolvency or bankruptcy of any Borrower or Guarantor or otherwise, all as though such payment had not been made.

8.5

Obligor Guarantee Unaffected

This Obligor Guarantee will not be determined or affected, nor will the Lender’s rights under this Obligor Guarantee be prejudiced by, the termination of any Guaranteed Obligations by operation of law or otherwise, including without limitation, the bankruptcy, insolvency, dissolution or liquidation of any Obligor, or any change in the name, business, powers, capital structure, constitution, objects, organization, directors or management of any Obligor, with respect to transactions occurring either before or after such change. This Obligor Guarantee is to extend to the liabilities of the Person or Persons for the time being and from time to time carrying on the business now carried on by any Obligor, notwithstanding any reorganization of any Obligor or any Additional Guarantor or the amalgamation of any Obligor or any Additional Guarantor with one or more other corporations (in this case, this Obligor Guarantee will extend to the liabilities of the resulting corporation and the terms “Borrower”, “Guarantor”, “Obligor” and “Additional Guarantor”, as applicable, will include such resulting corporation) or any sale or disposal of any Obligor or Additional Guarantor’s business in whole or in part to one or more other Persons and all of such liabilities will be included in the Guaranteed Obligations. Each Obligor agrees that the manner in which the Lenders may now or subsequently deal with any other Obligor, any Additional Guarantor or any security (or any collateral subject to the security) or other guarantee in respect of the Guaranteed Obligations will have no effect on such Obligor’s continuing liability under this Obligor Guarantee and each Obligor irrevocably waives any rights it may have in respect of any of the above.

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8.6

Waivers

Each Obligor waives each of the following, to the fullest extent permitted by Law:

(a)

any defence based upon:

(i)

the unenforceability or invalidity of all or any part of the Guaranteed Obligations, or any security or other guarantee for the Guaranteed Obligations or any failure of the Lenders to take proper care or act in a commercially reasonable manner in respect of any security for the Guaranteed Obligations or any collateral subject to the security, including in respect of any disposition of the collateral or any set-off against the Guaranteed Obligations;

(ii)

any act or omission of an Obligor or any other Person, including a Lender, that directly or indirectly results in the discharge or release of an Obligor or any other Person or any of the Guaranteed Obligations or any security for the Guaranteed Obligations; or

(iii)

the Lenders’ present or future method of dealing with any Obligor, Additional Guarantor or security (or any collateral subject to the security) or any other guarantee for the Guaranteed Obligations;

(b)

any right (whether now or hereafter existing) to require the Lenders, as a condition to the enforcement of this Obligor Guarantee:

(i)

to accelerate any of the Guaranteed Obligations or proceed and exhaust any recourse against any Borrower or Guarantor or any other Person;

(ii)

to realize on any security that it holds;

(iii)

to marshal the assets of any Borrower or Guarantor; or

(iv)

to pursue any other remedy that a Borrower or Guarantor may not be able to pursue itself and that might limit or reduce a Borrower or Guarantor’s burden;

(c)

presentment, demand, protest and notice of any kind including, without limitation, notices of default and notice of acceptance of this Obligor Guarantee;

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(d)

all suretyship defences and rights of every nature otherwise available under the laws of the Province of Ontario and the laws of any other jurisdiction;

(e)

any rights of subrogation or indemnification which it may have, until the Obligations of the Borrowers under this Agreement have been paid in full; and

(f)

all other rights and defences (legal or equitable) the assertion or exercise of which would in any way diminish the liability of an Obligor hereunder.

8.7

Lenders’ Right to Act

The Lenders have the right to deal with any Obligor, the documents creating or evidencing the Guaranteed Obligations and the security (or any collateral subject to the security), if any, now or subsequently held by the Lenders (including, without limitation, all modifications, extensions, replacements, amendments, renewals, restatements, and supplements to such documents or security) as the Lenders may see fit, without notice to any Borrower, Guarantor or Additional Guarantor and without in any way affecting, relieving, limiting or lessening any Obligors liability under this Obligor Guarantee. Without limitation, the Lenders may:

(a)

grant time, renewals, extensions, indulgences, releases and discharges to any Obligor;

(b)

take new or additional security (including without limitation, other guarantees) from any Obligor;

(c)

discharge or partially discharge any or all security;

(d)

elect not to take security from any Obligor or not to perfect security;

(e)

cease or refrain from, or continuing to, giving credit or making loans or advances to any Borrower;

(f)

accept partial payment or performance from any Borrower or Guarantor or otherwise waive compliance by any Borrower or Guarantor with the terms of any of the documents or security;

(g)

assign any such document or security to any Person or Persons; or

(h)

deal or dispose in any manner (whether commercially reasonably or not) with any security (or any collateral subject to the security) or other guarantee for the Guaranteed Obligations.

8.8

Action or Inaction

Except as provided at Law, no action or omission on the part of the Lenders in exercising or failing to exercise their rights under this Article 8 or in connection with or arising from all or part of the Guaranteed Obligations will make the Lenders liable to any Obligor for any loss occasioned to such Obligor.

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8.9

Lenders’ Rights

The rights and remedies provided in this Article 8 are cumulative and may be exercised singly or concurrently, and are not exclusive of any rights or remedies provided by Law.

8.10

Demand

The Lenders may make demand in writing to any Obligor at any time and from time to time after the occurrence of and during the continuance of an Event of Default, each such written demand to be accepted by such Obligor as complete and satisfactory evidence of any default by an Obligor and the extent of such Event of Default, and of such Obligor’s obligations to make a payment under this Obligor Guarantee and the amount of such payment. Such Obligor will pay to the Lenders such amount or amounts payable under this Obligor Guarantee immediately upon such written demand.

8.11

General Limitations on Guarantee Obligations

If as a result of any action or proceeding involving any corporate, limited partnership or limited liability company law, or any Debtor Relief Law, the obligations of an Obligor under Section 8.1 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Obligor or any other Person, be automatically limited and reduced to the highest amount after giving effect to any rights of contribution that are valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Article 9
MISCELLANEOUS

9.1

Notices

Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or e-mail in each case to the addressee, as follows:

9.1.1

if to the Obligors:

Brookfield Business Partners L.P., Brookfield Business L.P. or Brookfield BBP
Bermuda Holdings Limited
73 Front Street
Fifth Floor
Hamilton, HM 12 Bermuda

Attention:          Jane Sheere
Facsimile:          +441-296-4475
E-mail:                Jane.Sheere@Brookfield.com

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Brookfield BBP Canada Holdings Inc., Brookfield BBP US Holdings LLC or
BBUC Holdings Inc.
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

Attention:          General Counsel
Facsimile:          416-369-2301

9.1.2

if to the Lenders:

(a)

with respect to Borrowing Requests or notices under Section 2.6:

Brookfield Corporate Treasury Ltd.
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

Attention:          Senior Vice President, Finance
Facsimile:          416-365-9642

(b)

with respect to all other notices and communications:

Brookfield Corporate Treasury Ltd.
181 Bay Street, Suite 300
Toronto, ON M5J 2T3

Attention:          Vice President, Legal
Facsimile:          416-365-9642

Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

9.2

Waivers

No failure or delay by the Lenders in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that it would otherwise have. Any waiver of any provision of this Agreement or consent to any departure by any Obligor therefrom shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Lenders may have had notice or knowledge of such Default at the time.

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9.3

Expenses; Indemnity

9.3.1

The Borrowers shall pay (a) all reasonable out-of-pocket expenses incurred by the Lenders, including the reasonable fees, charges and disbursements of external counsel for the Lenders in connection with the negotiation and preparation of this Agreement and the other Financing Documents (whether or not the transactions contemplated hereby or thereby shall be consummated) and the management and administration of Loans, this Agreement and the other Financing Documents (whether or not any Borrowings are made hereunder), (b) all reasonable out-of-pocket expenses incurred by the Lenders, including the reasonable fees, charges and disbursements of external counsel for the Lenders, in connection with any amendments, modifications or waivers of the provisions hereof or of any of the other Financing Documents, and (c) all out-of-pocket expenses incurred by the Lenders, including the fees, charges and disbursements of counsel for the Lenders, in connection with the collection, enforcement or protection of its rights in connection with this Agreement, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

9.3.2

Each Borrower shall indemnify each Lender, its directors, officers and employees (each such Person including the directors, officers and employees herein referred to as an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, cost recovery actions, damages, expenses and liabilities of whatsoever nature or kind asserted by third parties, and all reasonable out-of-pocket expenses to which any Indemnitee may become subject arising out of or in connection with (a) the execution or delivery of the Financing Documents or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder, and the consummation of the Transactions or any other transactions thereunder, (b) any Loan or any actual or proposed use of the proceeds therefrom, (c) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of the Subsidiaries, or any Environmental Liability related to the Borrowers or any of the Subsidiaries, (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto, (e) any other aspect of this Agreement and the other Financing Documents, or (f) the enforcement of any Indemnitee’s rights hereunder and any related investigation, defence, preparation of defence, litigation and enquiries (the “Claim”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non- appealable judgment to have resulted from the gross negligence, wilful misconduct or wilful material breach of this Agreement by such Indemnitee.

9.4

Successors and Assigns

9.4.1

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Obligor may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Lenders, except to a successor in connection with a transaction completed in accordance with Section 6.2.

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9.4.2

A Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Financing Documents at any time upon giving the Borrowers written notice thereof.

9.4.3

Any Lender may at any time and from time to time add any Person as a Lender hereunder by delivering written notice of such designation to the Borrowers. From and after the delivery of any such written notice by any Lender, each Person that is so designated as a Lender hereunder will be entitled to all rights and benefits of this Agreement and be jointly and severally liable with each other Lender hereunder for the obligations of the Lenders hereunder.

9.4.4

The Borrowers and the Lenders shall agree, in the event of any assignment pursuant to Section 9.4.2 or the addition of any new Lenders pursuant to Section 9.4.3, to amend this Agreement as may reasonably be required by the Lenders in order to facilitate the assignments and/or designations of additional Lenders, including to incorporate such standard notice, agency and inter-lender provisions as may reasonably be requested by the Lenders.

9.4.5

The Lenders agree that, unless they agree otherwise as between themselves with respect to any Loans or any of their obligations hereunder, the following provisions shall apply to govern their respective rights and obligations as between each other:

(a)

all Loans will be advanced by the Lenders equally, with each of the Lenders advancing its pro rata share of each Loan requested by the Borrowers hereunder;

(b)

notwithstanding Section 9.4.5(a), each of the Lenders will be jointly and severally liable to the Borrowers for the obligations of the Lenders to advance Loans to the Borrowers hereunder;

(c)

all payments received by the Lenders (or any of them) in respect of the Obligations (whether from the Borrowers, by the exercise of remedies, by set-off or otherwise) will be applied in the following order of priority:

(i)

first, to reimburse the Lenders for all unreimbursed expenses and costs incurred by them and indemnification amounts owing to them, with each Lenders receiving its pro rata share based on the aggregate of such amounts owing to it;

(ii)

second, to pay all accrued but unpaid interest and breakage costs owing to the Lenders, on a pro rata basis based on the respective amounts owing to them;

(iii)

third, to pay all principal owing to the Lenders, on a pro rata basis based on the respective amounts of principal owing to them; and

(iv)

fourth, to pay any other Obligations owing to the Lenders, on a pro rata basis based on their share of such Obligations; and

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(d)

all decisions will be made by the Lenders unanimously.

9.5

Survival

All covenants, agreements, representations and warranties made by the Obligors herein and in the other Financing Documents and the Compliance Certificates shall be considered to have been relied upon by the Lenders and shall survive the execution and delivery of this Agreement and the making of any Loans, and all such covenants and agreements shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Credit Commitment has not expired or terminated other than these amounts claimed or capable of being claimed under sections of this Agreement which by the terms of this Agreement, survive termination of this Agreement. Sections 2.13.1, 2.14, 2.15.6, 9.3 and 9.5 shall survive and remain in full force and effect, regardless of the consummation of the Transactions, the repayment of the Loans, the expiration or termination of the Credit Commitment or the termination of this Agreement or any provision hereof.

9.6

Senior Indebtedness

The obligations hereunder are intended to (a) be “senior indebtedness” of the Obligors, (b) rank pari passu with other senior indebtedness of the Obligors, and (c) rank in priority to any obligations of the Obligors that are by their terms expressly subordinated. For clarity, it is the intention of the parties that any Financial Instrument Obligations owed to a Lender by a Borrower shall rank pari passu with the obligations of such Borrower hereunder to such Lender.

9.7

Amendment and Restatement

This Agreement amends and restates the Fifth Amended and Restated Credit Agreement dated as of October 17, 2023 between the Borrowers, Brookfield Business Partners L.P. and BBUC Holdings Inc., as Guarantors, and Brookfield Corporate Treasury Ltd., as lender, as amended by a first amendment to fifth amended and restated credit agreement dated April 12, 2024 and by a second amendment to fifth amended and restated credit agreement dated April 27, 2025 (collectively, as amended prior to the date hereof, the “Existing Credit Agreement”). All “Obligations” (as defined in the Existing Credit Agreement) that were outstanding under the Existing Credit Agreement shall be deemed to be Obligations hereunder.

9.8

Counterparts; Integration; Effectiveness

This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Financing Documents and any separate letter agreements with respect to fees payable to the Lenders, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement shall become effective when it shall have been executed by the Lenders and when the Lenders shall have received the counterpart hereof which, when taken together, bears the Obligors’ signatures, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed original counterpart of a signature page of this Agreement by facsimile shall be as effective as delivery of a manually executed original counterpart of this Agreement.

- 61 -

9.9

Severability

Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

9.10

Right of Set Off

If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender to or for the credit or the account of any Obligor against any of and all of the obligations of such Obligor now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not the Lenders shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of the Lenders under this Section are in addition to other rights and remedies (including other rights of set off) which the Lenders may have.

9.11

Governing Law; Jurisdiction; Consent to Service of Process

9.11.1

This Agreement shall be construed in accordance with and governed by the Laws of the Province of Ontario.

9.11.2

Each of the Obligors hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Courts of the Province of Ontario, and any appellate court thereof, in any action or proceeding arising out of or relating to this Agreement, or any other Financing Document or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in Ontario. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Nothing in this Agreement shall affect any right that the Lenders may otherwise have to bring any action or proceeding relating to this Agreement or any other Financing Document against an Obligor or its properties in the courts of any other jurisdiction.

9.11.3

Each of the Obligors hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in the Province of Ontario. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Law, any forum non conveniens defence to the maintenance of such action or proceeding in any such court.

- 62 -

9.11.4

Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.1. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

9.12

Waiver of Jury Trial

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER FINANCING DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

9.13

Headings

Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

9.14

Confidentiality

9.14.1

Each Lender agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to each of its Affiliates, directors, officers, employees, agents and advisors, including accountants, legal counsel and other advisors for the purposes of this Agreement (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority, (c) to the extent required by Applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under any Financing Document or any suit, action or proceeding relating to any Financing Document or the enforcement of rights thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any actual or prospective assignee of or participant in any participation of its rights or obligations under this Agreement, (g) with the consent of the Obligors, or (h) to the extent such Information (y) becomes publicly available other than as a result of a breach of this Section, or (z) becomes available to such Lender on a non-confidential basis from a source other than the Obligors and which source is not bound by similar confidentiality obligations. For the purposes of this Section, “Information” means all information received from the Obligors relating to the BBP Group Members or their respective businesses, other than any such information that is available to such Lender on a non-confidential basis prior to disclosure by an Obligor. Each Lender shall be considered to have complied with its obligation hereunder if it has exercised the same degree of care to maintain the confidentiality of such Information as such Lender would accord to its own confidential information.

- 63 -

9.15

Patriot Act

Pursuant to the requirements of the Patriot Act, the Lenders hereby notify the Obligors that they is required to obtain, verify and record information that identifies the Obligors, which information includes the name and address of the Obligors and other information that will allow the Lenders to identify the Obligors in accordance with the Patriot Act.

[Signature Page Follows]

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

BORROWERS:

BROOKFIELD BUSINESS L.P., by its managing general partner, BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED

Per:	/s/ Jane Sheere
	Name:	Jane Sheere
	Title:	Secretary

BROOKFIELD BBP CANADA HOLDINGS INC.

Per:	/s/ A.J. Silber
	Name:	A.J. Silber
	Title:	Managing Director

[Signature Page - Sixth Amended and Restated Credit Agreement (BN/BBU)]

BROOKFIELD BBP BERMUDA HOLDINGS LIMITED

Per:	/s/ Jane Sheere
	Name:	Jane Sheere
	Title:	Secretary

BROOKFIELD BBP US HOLDINGS LLC

Per:	/s/ Kristen Haase
	Name:	Kristen Haase
	Title:	Managing Partner

GUARANTORS:

BROOKFIELD BUSINESS PARTNERS L.P., by its general partner, BROOKFIELD BUSINESS PARTNERS LIMITED

Per:	/s/ Jane Sheere
	Name:	Jane Sheere
	Title:	Secretary

BBUC HOLDINGS INC.

Per:	/s/ Erica Albrecht
	Name:	Erica Albrecht
	Title:	Director

[Signature Page - Sixth Amended and Restated Credit Agreement (BN/BBU)]

LENDER:

BROOKFIELD CORPORATE TREASURY LTD.

Per:	/s/ Swati Mandava
	Name:	Swati Mandava
	Title:	Vice President and Secretary

[Signature Page - Sixth Amended and Restated Credit Agreement (BN/BBU)]

Exhibit A
Form of Borrowing Request

Date:                  ■

Brookfield Corporate Treasury Ltd.

181 Bay Street, Suite 300
Toronto, ON M5J 2T3

Attention:	Senior Vice President, Finance
Facsimile:	416-365-9642

The undersigned, ■ (a “Borrower”), refers to the Sixth Amended and Restated Credit Agreement dated as of September 1, 2025 between Brookfield Business L.P., Brookfield BBP Canada Holdings Inc., Brookfield BBP Bermuda Holdings Limited, Brookfield BBP US Holdings LLC and such other persons as may become parties thereto as Borrowers from time to time, as Borrowers, Brookfield Business Partners L.P. and BBUC Holdings Inc., as Guarantors, and Brookfield Corporate Treasury Ltd., as Lender, as may be amended, supplemented or restated from time to time (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Borrower hereby gives you notice pursuant to Section 2.3 of the Credit Agreement that it requests a Borrowing under the Credit Agreement as follows:

(A)

Investment to be funded with proceeds of the Loan drawn under the Credit Facility: ■

(B)

Type of Loan, Loan Amount and Interest Period (as applicable): ■

(C)

Date of Borrowing: ■

(D)

Account of the Borrower to which the funds are to be disbursed: ■

The undersigned confirms having read the provisions of the Credit Agreement which are relevant to the furnishing of this Borrowing Request. The undersigned confirms that the Borrowers have complied with all conditions precedent for the requested Borrowing.

The Borrower hereby certifies that:

(a)

the representations and warranties of the Obligors set forth in the Credit Agreement are true and correct on and as of the date hereof as if made as of the date hereof unless such representations and warranties expressly refer to a different date; and

(b)

at the time of and immediately after giving effect to the requested Borrowing, no Default or Event of Default shall have occurred and be continuing.

A-1

	■

	Per:
		Name:
		Title:

Exhibit B
Form of Compliance Certificate

TO:

Brookfield Corporate Treasury Ltd. (the “Lender”)

RE:

Sixth Amended and Restated Credit Agreement dated as of September 1, 2025, between Brookfield Business L.P., Brookfield BBP Canada Holdings Inc., Brookfield BBP Bermuda Holdings Limited, Brookfield BBP US Holdings LLC and such other persons as may become parties thereto as Borrowers from time to time, as Borrowers, Brookfield Business Partners L.P. and BBUC Holdings Inc., as Guarantors, and Brookfield Corporate Treasury Ltd., as Lender, as may be amended, supplemented or restated from time to time (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Credit Agreement.

The undersigned, the [Title] of [Name of Borrower], hereby certifies on behalf of the Borrowers, in that capacity and not personally and without personal liability, as follows:

1.

I have read and am familiar with the provisions of the Credit Agreement and I have made such examinations and investigations, including a review of the financial statements of BBP and the applicable books and records as I have deemed necessary, to enable me to express an informed opinion as to the matters set out herein.

2.

The Deconsolidated Net Worth as at ■, is ■. Details of this calculation (including all adjustments to the Common Equity and preferred equity in any Person made in accordance with Section 5.9) are attached hereto.

3.

Each of the representations and warranties of the Obligors contained in Article 3 of the Credit Agreement is true and correct on and as of the date hereof as if made as of the date hereof, unless such representations and warranties expressly refer to a different date.

4.

No Default or Event of Default has occurred and is continuing.

This certificate is delivered to you pursuant to Section 5.1(c) of the Credit Agreement. Initially capitalized terms used in this Compliance Certificate have the meanings given in the Credit Agreement.

DATED: ■ [Date to be within 60 days of the end of each of the first three fiscal quarters of BBP and 120 days of the end of BBP’s fiscal year.]

	[NAME OF BORROWER]

	Per:
		Name:
		Title:

B-1

Exhibit C-1
Form of U.S. Tax Compliance Certificates

(FOR FOREIGN LENDERS THAT ARE NOT PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES)

Reference is hereby made to the Sixth Amended and Restated Credit Agreement dated as of September 1, 2025, between Brookfield Business L.P., Brookfield BBP Canada Holdings Inc., Brookfield BBP Bermuda Holdings Limited, Brookfield BBP US Holdings LLC, as borrowers, Brookfield Business Partners L.P. and BBUC Holdings Inc., as guarantors, and Brookfield Corporate Treasury Ltd., as lender (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Borrowers with a certificate of its non-U.S. Person status on IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers, and (2) the undersigned shall have at all times furnished the Borrowers with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:
	Name:
	Title:

Date:	, 20[■]

C-1-1

Exhibit C-2
Form of U.S. Tax Compliance Certificate

(FOR FOREIGN LENDERS THAT ARE PARTNERSHIPS FOR U.S. FEDERAL INCOME TAX PURPOSES)

Reference is hereby made to the Sixth Amended and Restated Credit Agreement dated as of September 1, 2025, between Brookfield Business L.P., Brookfield BBP Canada Holdings Inc., Brookfield BBP Bermuda Holdings Limited, Brookfield BBP US Holdings LLC, as borrowers, Brookfield Business Partners L.P. and BBUC Holdings Inc., as guarantors, and Brookfield Corporate Treasury Ltd., as lender (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s), (iii) with respect to the extension of credit pursuant to this Credit Agreement, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Borrowers with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrowers, and (2) the undersigned shall have at all times furnished the Borrowers with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[NAME OF LENDER]

By:
	Name:
	Title:

Date:	, 20[■]

C-2-1

Exhibit 99.24

CODE OF BUSINESS CONDUCT AND ETHICS

March 2026

SUMMARY OF THE CODE’S PRINCIPLES¹

Protecting the Company’s Assets, Resources and Data

·

We often have sensitive confidential information about Brookfield, other companies, our Clients² and investors, our directors, officers and employees; preserving the integrity of this information is vital to our business and reputation and is necessary to meet our obligations under data protection laws.

·

Electronic communications relating to business activities may not be conducted through electronic communication systems that have not been specifically approved for business activities, including (among others) personal email accounts, personal text messaging, non-approved chat forums, and social media.

·

Employees must complete mandatory data protection training and mitigate cybersecurity risks by being vigilant about opening attachments or clicking on links.

Accuracy of Books and Records and Public Disclosures

·

We should take care that our books and records are accurate and that all of our business transactions are properly authorized.

·

As a public company, we have duties to our shareholders and must ensure that our communications and other disclosures to the market are true and accurate.

Duties to Stakeholders

·

At Brookfield, our reputation is everything and we should act responsibly in dealings with our securityholders, customers, Clients, investors, suppliers, other stakeholders and competitors.

·

We have obligations to our Clients and must manage their capital as though it were our own.

Communications and Media

·

In this digital era, be careful in your written communications made over company information systems, such as email and messaging applications, as this is a permanent record.

·

You must ensure that your online activities, including your use of social media, are appropriate and reflect well on Brookfield.

	¹	These principles are for summary purposes only. For more detailed information on each of these items consult the Code attached.

	²	“Clients” include among others, private funds, listed issuers and separate accounts.

1

Conflicts of Interest and Personal Behavior

·

Brookfield is a global brand and as a representative of the company your personal behavior must be consistent with our values.

·

As a steward of third-party capital, be cognizant that we face a heightened risk that one’s personal interests may conflict with or appear to conflict with the interests of the company.

Positive Work Environment

·

We value diversity, equity and inclusion, and we should all do our part to maintain a respectful work environment where everyone feels safe, included and productive.

·

Our success is dependent on establishing a workplace culture free from discrimination, violence, harassment and other negative influences.

Compliance with Laws, Rules, Regulations and Policies

·

We operate in many jurisdictions and are subject to different laws, rules and regulations; you need to be aware of the laws that apply to your activities so that you can comply with them; ignorance of the law is no excuse.

·

The company has corporate policies that you must be familiar with, as they govern your trading activities, business practices and other conduct while at Brookfield.

FREQUENTLY ASKED QUESTIONS

Why Do We Have a Code?

The Code serves as a guide for how you should conduct yourself as a member of the Brookfield team. Preserving our corporate culture and ensuring compliance with legal, regulatory and fiduciary duties is vital to the organization and following the Code helps us do that.

Who Must Follow the Code?

All directors, officers, employees and temporary workers of Brookfield Corporation, its wholly-owned subsidiaries, and certain perpetual and other controlled affiliates who have not adopted their own Code of Conduct or other policies that are consistent with the provisions of this Code, as further described in the “Introduction” section of the Code.

What Are Your Responsibilities?

You have two responsibilities. First, you must follow every aspect of the Code and certify your commitment each year. Second, if you suspect someone may be violating the Code or the policies referred to herein, you have an obligation to report it. To make a report, follow the section of the Code: “Reporting Potential Code Violations.”

2

How Will I Know if There is a Problem?

The Code attempts to deal with the most common issues that you may encounter, but it cannot address every question that may arise. When you’re not sure what to do, ask yourself the following questions:

·

Is it illegal?

·

Does it feel like the wrong thing to do?

·

Would you feel uncomfortable if others knew about it?

·

Will it have the potential to create a negative perception of you or the company?

·

Do you have a personal interest that has the potential to conflict with the company’s interest?

If you answer “yes” to any of these questions your proposed conduct may violate the Code and you should ask for help.

How Should I Ask For Help?

If you have questions about the Code, any policies or guidelines referred to herein, or about the best course of action to take in a particular situation, you should seek guidance from your supervisor or a member of Brookfield’s Legal & Regulatory Group (a list of these members and their contact information is set forth on Schedule A).

What if I Would Like to Make an Anonymous Report?

You may make an anonymous report by contacting the company’s reporting hotline, which is operated by an independent third-party and is available 24 hours a day, 7 days a week. The Reporting Hotline phone numbers by jurisdiction are set forth on Schedule A. If you choose to make an anonymous report, your anonymity will be protected to the fullest extent possible as permitted by law. Keep in mind, however, that maintaining your anonymity may limit the company’s ability to investigate your concerns.

What are the Consequences for Violating the Code?

Violations of the Code or the policies and guidelines incorporated by reference herein, can vary in its consequences. If you’re an employee, it could result in a reprimand or other disciplinary action, including the termination of your employment at the company for cause. If you’re a director, a violation may necessitate your resignation. Certain violations of the Code also contravene applicable laws and therefore can have severe consequences outside of Brookfield. Depending on your actions, failing to comply with the Code could lead to civil or criminal prosecution, which could result in substantial fines, penalties and/or imprisonment.

3

TABLE OF CONTENTS

Page

INTRODUCTION	5

STANDARDS OF BUSINESS CONDUCT	5

PROTECTING THE COMPANY’S ASSETS, RESOURCES AND DATA	6

ACCURACY OF BOOKS AND RECORDS AND PUBLIC DISCLOSURES	9

DUTIES TO STAKEHOLDERS	10

COMMUNICATIONS AND MEDIA	10

CONFLICTS OF INTEREST AND PERSONAL BEHAVIOR	11

POSITIVE WORK ENVIRONMENT	13

SUSTAINABILITY MANAGEMENT	14

COMPLIANCE WITH LAWS, RULES, REGULATIONS AND POLICIES	15

REPORTING POTENTIAL CODE VIOLATIONS	19

DISCIPLINARY ACTION FOR CODE VIOLATIONS	20

STATEMENT OF COMPLIANCE	21

WAIVERS	21

AMENDMENTS	21

Schedule A CONTACT INFORMATION	22

4

INTRODUCTION

This Code of Business Conduct and Ethics (the “Code”) applies to all directors, officers, employees and temporary workers³ (collectively, “you”) of (i) Brookfield Corporation and its wholly-owned subsidiaries (the “Corporation”); (ii) certain perpetual affiliates (Brookfield Infrastructure Partners LP, Brookfield Property Partners LP, Brookfield Renewable Partners LP, Brookfield Infrastructure Corporation, Brookfield Renewable Corporation and Brookfield Business Corporation) (“Listed Entities”); and (iii) any other controlled affiliate of the Corporation (together with the Listed Entities, the “Controlled Affiliates,” and collectively with the Corporation, “we,” “us,” “our,” “Brookfield” or the “company”), unless such Controlled Affiliate has adopted its own Code of Conduct and/or other policies that are consistent with the provisions of this Code.⁴

STANDARDS OF BUSINESS CONDUCT

Brookfield seeks to foster and maintain a reputation for honesty, openness, trust, integrity and professionalism. The confidence and trust placed in Brookfield by our Clients and investors is something we value greatly and endeavor to protect. In many respects, our reputation is our most vital business asset. Accordingly, all our activities should be conducted with honesty and integrity and in compliance with applicable legal and regulatory requirements.

We have adopted the Code and related policies and procedures to preserve our culture and to ensure compliance with legal, regulatory and fiduciary requirements applicable to our activities. We expect and require that you meet the letter and spirit of the Code (and related policies and procedures as updated and/or superseded from time to time). This Code incorporates by reference the following corporate policies and programs (including their jurisdictional variations, where applicable) which should be read in conjunction with the Code:⁵

·

Anti-Bribery and Corruption Policy and regional versions;

·

Anti-Money Laundering and Trade Sanctions Policy;

·

Human Rights and Anti-Modern Slavery Policy;

·

Data Protection Policy and Data Protection Program;

·

Disclosure Policy;

	³	For purposes of the Code, “temporary workers” include non-full-time employees and consultants and contractors etc. that work on our premises. The business group retaining a temporary worker is responsible for ensuring that the temporary worker certifies their commitment to comply with the Code.

	⁴	Where a Controlled Affiliate has adopted its own Code of Conduct and/or policies that are consistent with the provisions of this Code, the Controlled Affiliate’s directors, officers, employees and temporary workers follow those policies, and, in case of a conflict, the terms of that Code control. Where a Controlled Affiliate has not adopted their own Code of Conduct and/or other policies that are consistent with the provisions of this Code, the Controlled Affiliate must review the Code and the policies in the context of their business to ensure that the Code and such policies are appropriate and address all legal and regulatory requirements and risks applicable to their business.

	⁵	All policies and programs referenced in the Code are available on the intranet.

5

·

Enterprise Information Security Policy;

·

Sustainability Policy;

·

Global Media, Social Media and Communications Policy;

·

Guideline for the Giving and/or Receipt of Gifts, Meals & Entertainment, and the Making and/or Soliciting of Charitable Donations and its regional versions;

·

Personal Trading Policy;

·

Positive Work Environment Policy;

·

Regional versions of political contributions policies;

·

Signing Authority and Approval Thresholds Policy;

·

Travel and Expense Policy;

·

Vendor Management Program; and

·

Whistleblowing Policy.

PROTECTING THE COMPANY’S ASSETS, RESOURCES AND DATA

The company’s assets are to be used for legitimate business purposes only.

The company’s assets are for business, not personal use. The company’s assets span many categories. Assets can be physical, tangible goods, such as office supplies, furniture, computers or intangible items, such as intellectual property. You have a responsibility to safeguard the company’s assets from loss, damage, theft, misuse and waste. If you become aware of loss, damage, theft, misuse or waste of our assets, or have questions about your proper use of them, you should speak with your supervisor. The company’s name (including its corporate letterhead and logo), facilities and relationships are valuable assets and must only be used for authorized company business.

If you use the company’s assets for personal benefit or are otherwise wasteful with the company’s assets, you may be in breach of your duty to the company. You have a responsibility not to abuse company resources for reimbursement. Any requests for reimbursement for authorized company expenses must be for legitimate business expenses. If you are unsure whether a certain expense is legitimate, you should speak with your supervisor or refer to the company’s Travel and Expense Policy.

Confidential information must be protected at all times.

We must protect confidential information in our possession both information about us and information about other companies, and our Clients and investors. Confidential information includes, but is not limited to, material non-public information, all confidential memos, notes, lists, records and other documents in your possession, in hard and soft copy. All of these are to be delivered to the company promptly after your employment ceases or at any time upon the company’s request, and your obligation to protect this information continues after you leave the company. You must protect hard and soft copies of confidential information that are removed from the office (e.g., to be worked with at home or at external meetings).

6

It is important to use discretion when discussing company business. This includes respecting information barrier protocols and discussing company business only with those individuals at the company that have a “need to know” the information. Additionally, be careful not to discuss company business in public places such as elevators, restaurants, and public transportation or when using your phone or email outside of the office. You should also be careful not to leave confidential information in unattended conference rooms or in public places where others can access it. You must complete mandatory data protection training and mitigate cybersecurity risks by being vigilant about opening attachments or clicking on links.

Brookfield places high importance on combatting cybersecurity risk and, as such, conducts phishing simulations on a regular basis. The Company employs disciplinary protocols related to failures of its simulations, which are implemented at Brookfield's discretion. These protocols include penalties and other measures that escalate in severity for successive failures. These measures may include any or all of the following: informing your manager of the infraction; assigning of mandatory additional cybersecurity training (both live and online); written reprimands; reduction or elimination of your annual bonus and/or other discretionary awards; and termination of your employment.

Please refer to the Data Protection Program for further information about how to protect confidential and personal data. While at Brookfield, if you become aware of confidential information about the company or another entity that you know or suspect has been inadvertently disclosed, seek guidance from a member of the Legal & Regulatory Group before using or acting upon this information.

Personal data held by or on behalf of the company must be used in compliance with data protection laws.

The company collects personal data regarding individuals both inside and outside the organization where we have the lawful basis for doing so. This is necessary to effectively and efficiently operate our business. Personal data⁶ includes, among other things, sensitive personal, medical and financial information. We should take all reasonable steps to only hold personal data for as long as we have a need to retain it and in accordance with our Data Protection Program.

Collection and use of personal data are subject to various legal and regulatory requirements. You must take all reasonable steps to ensure that personal data is kept confidential and accessed only by those individuals at the company that have a need to know this information to carry out their duties. In addition, if it is necessary to the conduct of business to disclose personal data to a third-party (e.g., so that a third-party may provide services to the company or acquire an asset or business of the company) then you must ensure that such transfer complies with applicable legal and regulatory requirements. This may include ensuring the third-party is subject to a written agreement which contains confidentiality obligations and other obligations which must be included under the data protection laws of certain jurisdictions in which we operate or have Clients or investors. In all other cases, you may only disclose personal data pursuant to a legal or regulatory requirement.

⁶

“Personal data” has the meaning given to it or any similar term in applicable data protection or privacy legislation.

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In the ordinary course, the company transfers personal data between jurisdictions in which the company operates, including outside the European Economic Area (“EEA”), United Kingdom, Brazil, China, Hong Kong, Japan, South Korea, the Dubai International Financial Centre (“DIFC”) and Singapore. If you transfer personal data outside the EEA, United Kingdom, Brazil, China, Hong Kong, Japan, South Korea, the DIFC, Singapore, or the Kingdom of Saudi Arabia then you must ensure that it is permissible for you to do so (e.g., consent has been given by the individual or an appropriate data transfer agreement has been signed). In addition, you should ensure that the personal data is protected in a manner that is consistent with how personal data is protected by the company within these jurisdictions, and in any event in compliance with all applicable data protection laws.

You are responsible for ensuring that you understand and comply with our Data Protection Program. For more information about compliance with data protection laws, refer to the company’s Data Protection Policy and related policies referred to in the Data Protection Program.

Intellectual property belongs to the company.

During the course of your employment, you may be involved in the creation, development or invention of intellectual property such as concepts, methods, processes, inventions, confidential information and trade secrets, know-how, physical products, ideas, plans, programs, software, applications, code, works of authorship, trademarks, service marks and designs, alone or jointly with others, including but not limited to the improvement of existing intellectual property belonging to the company. All such intellectual property and the rights therein shall be owned by the company and your moral rights to such intellectual property, if any, will be waived. You are responsible for cooperating with the company and providing all necessary assistance, including the preparation and execution of any necessary documentation such as assignments and applications to register rights before relevant government authorities on behalf of the company, to ensure that all intellectual property and related rights become or are recognized as the exclusive property of the company.

The documents of the company must be preserved.

It is critical that you help preserve our business records, follow the guidelines set forth in any document retention policies and comply with related legal and regulatory requirements. If you are notified that your documents are relevant to an anticipated or pending litigation, investigation or audit, you must follow the guidance set forth in the notification you receive from legal counsel regarding retention of documents.

Ensure Generative Artificial Intelligence (“AI”) Tools are used appropriately.

Generative AI tools such as ChatGPT, Bard, Microsoft Copilot (including in Bing), Ernie, and other products with pre-trained language models are powerful tools that can benefit our business if used appropriately. The use of these tools, however, can present significant risks relating to the protection of confidential information and the reliability of AI generated outputs.

Any information inputted into a generative AI tool becomes incorporated into the model. This creates the potential for inputs to be owned by the product provider and for such inputs to be shared with other users outside the organization. Additionally, a generative AI tool is limited by the data available for its training. Such data may be incomplete or out of date, which can result in the model providing inaccurate or unreliable information.

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Other than as set out below, confidential, non-public, personal or proprietary information should not be shared with generative AI tools. This includes information relating to:

·

Specific individuals,

·

Brookfield, including our clients, vendors, investors, counterparties or investee companies, and

·

Information protected by trademark or copyright.

Notwithstanding the foregoing, confidential, non-public, private and/or proprietary information can be shared with generative AI tools that have been explicitly approved and made available for confidential internal use through Brookfield’s internal Technology Services Group, subject to such guidelines and/or policies as may be prescribed.

Additionally, any output from a generative AI tool, including a version of an AI tool that has been approved for confidential internal use by the Technology Services Group, should be carefully reviewed and evaluated for its quality and accuracy. Brookfield and its employees remain responsible for the quality and accuracy of their work, including any judgments or decision making.

ACCURACY OF BOOKS AND RECORDS AND PUBLIC DISCLOSURES

Ensure that the books and records of the company are complete and accurate and that all business transactions are properly authorized.

The books and records of the company must reflect all its transactions in order to permit the preparation of accurate financial statements. Employees must never conceal information from (i) an external auditor; (ii) an internal auditor; or (iii) an audit committee of the company. In addition, it is unlawful for any person to fraudulently influence, coerce, manipulate or mislead an external auditor of the company.

The company’s contracts and agreements govern our business relationships. Because the laws governing contracts and agreements are numerous and complicated, we have put in place policies and procedures to ensure that any contract entered into by the company has the appropriate level of approval. As a result, employees who enter into contracts or agreements on behalf of the company must have proper authorization to do so and, prior to their execution, these documents must be reviewed by legal counsel where required by policy or practice. If you are unsure whether you have proper authorization to enter into a contract on behalf of the company, refer to the company’s Signing Authority and Approval Thresholds Policy.

Ensure that the company provides full, true and plain public disclosure.

All employees who are responsible for the preparation of the company’s public disclosures, or who provide information as part of this process, must ensure that public disclosures of information are made honestly and accurately. Employees must be aware of and report any of the following: (a) fraud or deliberate errors in the preparation, maintenance, evaluation, review or audit of any financial statement or financial record; (b) deficiencies in, or noncompliance with, internal accounting controls; (c) misrepresentations or false statements in any public disclosure document, such as annual and quarterly reports, prospectuses, information/proxy circulars and press releases; or (d) deviations from full, true and plain reporting of the company’s financial condition.

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Additionally, each person who is in a financial reporting oversight role, and their Family Members,⁷ are prohibited from obtaining any tax or other services from the external auditor, irrespective of whether the company or such person pays for the services.

DUTIES TO STAKEHOLDERS

Deal fairly with the company’s stakeholders.

You must deal fairly with the company’s security holders, customers, Clients, suppliers, communities in which we operate, other stakeholders and competitors. To preserve our reputation and relationship with stakeholders, do not engage in any illegal or unethical conduct.

Manage Client capital as though it were your own.

The company has fiduciary responsibilities in managing the assets of its Clients. You must be careful to avoid even the appearance of impropriety when dealing with Clients and prospective Clients, and investors (and prospective investors) in Client accounts, or in performing any related activities. In this regard, you must avoid engaging in any activity that could result in an actual, potential or perceived conflict of interest and avoid any action that may be perceived as a breach of trust, unless such activity is resolved in accordance with a framework that was fully and fairly disclosed to and approved by the relevant stakeholders in accordance with applicable legal and regulatory requirements. A “conflict of interest” for this purpose occurs when the company’s interest interferes, or even appears to interfere, with the interests of third party investors in their capacity as clients of the company.

COMMUNICATIONS AND MEDIA

Use the company’s various forms of communication properly and appropriately.

All business matters communicated in writing must be conducted via the company’s email system and/or through other systems provided and approved by the company for such use.⁸ These systems must be installed by Brookfield’s internal Technology Service Group on your devices. You must always use our e-mail, Internet, telephones and other forms of communication appropriately and professionally. Employees must comply with our Enterprise Information Security Policy and all related policies. While we appreciate the need for limited use of these tools for personal purposes, any such use should not be excessive or detract from your work. As outlined in the summary of the Code’s principles, electronic communications relating to business activities may not be conducted through electronic communications system that have not been specifically approved for business activities, including (among others) personal email accounts, personal text messaging, non-approved chat forums and social media.

Employees should not email business information to their personal email accounts or maintain a copy of business information on their personal computers or other non-work electronic devices. When using company-provided technologies, such as computers, cell phones and voicemail, you should not expect that the information you send or receive is private. Your activity may be monitored to ensure these resources are used appropriately and are in compliance with the company’s policies and laws and regulations; please refer to the Employee and Personnel Data Protection Policy and Privacy Notice.

	⁷	For the purposes of this Code, “Family Members” are your spouse, partner or other family members who live in the same dwelling as you.

	⁸	Brookfield’s current approved systems include: Brookfield’s Bloomberg Chat, Microsoft Teams, Cisco Jabber, WeCom by WeChat, WhatsApp Business and Kakao Talk. Additional systems may be approved over time.

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Employees should take care when on the company’s email system, other systems and devices to ensure that no viruses, “trojan horses”, malware or similar items are introduced into the systems or devices, including by clicking on links in phishing emails. You should exercise particular caution when opening unsolicited emails from unknown sources or an email which appears suspicious. Always report all suspicious messages using the ‘Report Message’ button in Microsoft Outlook. Promptly report any unusual behavior or issues with our IT equipment. Your vigilance is crucial in ensuring the integrity of our systems, especially if you use our IT equipment/devices outside the workplace, and you must take such precautions as we may require from time to time against importing viruses or compromising system security. The system contains information which is confidential and subject to data protection legislation. Such information must be treated with extreme care and in accordance with our Data Protection Policy and Data Protection Program.

Be cautious in your use of social media.

The company’s social media policy is that, unless you are expressly authorized, you are strictly prohibited from commenting, or posting about, or otherwise discussing the company, its customers and Clients, its (and its Clients’) investors, its employees, and its securities, investments and other business matters on all social media forums, including, but not limited to, social networks, chat rooms, wikis, virtual worlds and blogs (collectively, “social media”). You are a representative of Brookfield when engaging in online activities and you must ensure that your behavior online, including on social media, is appropriate and consistent with our values. For further details on the appropriate use of social media, you should refer to the company’s Enterprise Information Security Policy.

Do not speak on behalf of the company unless authorized to do so.

As a public company, it is important to ensure our communications to the investing public are: (a) timely; (b) full, true and plain; and (c) consistent and broadly disseminated in accordance with all applicable legal and regulatory requirements. You may not make public statements on Brookfield’s behalf unless you have been designated as a “Spokesperson” under its Disclosure Policy. Each Controlled Affiliate has its own policy regarding public disclosures, and if you are a director, officer or employee at one of these entities (or are acting on their behalf) you should comply with such policy.

If a shareholder, financial analyst, member of the media or other third-party contacts you to request information, even if the request is informal, do not respond to it unless you are authorized to do so. In this event, refer the request to your supervisor or forward the request to an individual at the company employed in investor relations or communications. For further information, you should refer to the Disclosure Policy of the Corporation or a Controlled Affiliate, as applicable.

CONFLICTS OF INTEREST AND PERSONAL BEHAVIOR

Exhibit personal behavior that reinforces a positive image of you and the company.

Your personal behavior, both inside and outside work, should reinforce a positive image of you, the company and its business activities. It is essential to use good judgment in all your personal and business dealings. You should refrain from engaging in activities that could hurt the company’s reputation, or yours, and that could undermine the relationship of trust between you and the company or the company and its Clients. Employees who have acted inappropriately may be subject to disciplinary action up to and including termination for cause.

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Remember your duties to Brookfield when participating in outside personal interests; obtain permission before pursuing business activities outside the scope of your role with the company.

The company encourages directors and employees to be active participants in their community. While pursuing personal, political, not-for-profit activities or other like activities, be mindful that your participation in any outside interest must not prevent you from adequately discharging your duties to Brookfield and should not conflict with or otherwise be adverse to the company’s interests. In addition, ensure that when you are involved in these activities you are not seen to be speaking or acting on behalf of the company without express authority.

“Outside Business Activities,” otherwise known as “OBAs” include any business activities outside the scope of one’s role with the company, including any activity as an employee, independent contractor, sole proprietor, officer, director, or partner of another business organization, regardless of whether compensation is involved. Employees must receive approval from their business unit and a member of the Legal & Regulatory Group prior to accepting an OBA. Directors of the company must advise the Chair of their Board of Directors prior to taking on any OBAs. Subject to any local regulatory requirements, prior approval is not required to serve on boards of charities or small, private family holding companies that have no relation to the company. For greater clarity, approval is not needed to serve on the board of a family holding company which is an extension of one’s personal business affairs; however, it is needed to serve on the board of a private operating business with significant operations. When in doubt whether you need to obtain permission, consult with a member of the Legal & Regulatory Group.

Avoid situations in which your personal interests conflict with the interests of the company, its Clients or investors in Client accounts.

A “conflict of interest” for this purpose occurs when a person’s private interest inclines the person, consciously or unconsciously, or appears to incline the person to act in a manner which is not in the interests of the company. You may have a conflict of interest if you are involved in any activity that prevents you from performing your duties to the company properly, or that may create a situation that could affect your ability to act objectively, effectively and in the best interests of the company, including due to among other things, personal interests or receipt of benefits from our relationships with companies, business partners, counterparties, investment banks, brokerage firms, service providers, and other constituencies. Accordingly, you must place the company’s interest in any business matter ahead of any personal interest. Remember that the company’s interest includes the company’s obligations to its Clients.

You may also have a conflict of interest or the appearance of a conflict of interest as a result of a “close personal relationship” with another employee at Brookfield. To ensure that these relationships are managed appropriately, and to deal with any possible conflicts of interest in an appropriate and responsible manner, you are expected to disclose the existence of such relationships to your Human Resources (“HR”) department.

For the purposes of the Code, a close personal relationship includes, but is not limited to, relationships with a parent or parent equivalent (e.g., adoptive parent), close relative or friend, spouse, fiancée, common law, or anyone else with whom you are in, or have been in, a romantic or intimate relationship.

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The best way to judge whether you may have a conflict of interest is to ask yourself whether a well-informed person would reasonably conclude that your interest, activity or close personal relationship could in any way influence your decision or performance in carrying out a duty on behalf of the company. To avoid conflicts of interest, identify potential conflicts when they arise; contact the Legal & Regulatory Group if you are unsure whether a specific interest or activity gives rise to a conflict situation or contact HR to disclose any close personal relationship that may give rise to a conflict. Directors should consult with the Chair of their Board of Directors on conflicts matters. In addition, if you become aware of any conflict or potential conflict of another director, officer, or employee, you should consult HR, and the Legal & Regulatory Group or the Chair of your Board of Directors, as appropriate.

Do not take corporate opportunities as your own personal opportunities.

You are prohibited from taking personal advantage of a business or investment opportunity that you become aware of through your work at Brookfield. You owe a duty to the company to advance its interests when the opportunity arises, and you must not compete with the company in any way. Additionally, your personal trading activities must comply with the company’s Personal Trading Policy.

POSITIVE WORK ENVIRONMENT

Be committed to our respectful work environment free from discrimination,⁹ violence¹⁰ and harassment.¹¹

Brookfield is committed to promoting equal opportunities and diversity in the workplace. We value diversity, equity and inclusion, and we should all do our part to maintain our respectful work environment where everyone feels safe, included and productive. The company does not tolerate workplace discrimination, violence or harassment. All directors, officers and employees must work to ensure that the company is a safe and respectful environment where high value is placed on integrity, fairness and respect. For more information on the company’s commitment to its positive work environment, refer to the company’s Positive Work Environment Policy.

You have a duty to report discrimination, violence and harassment.

If you experience or become aware of what you believe to be discrimination, violence or harassment, you are expected to report it in accordance with the “Reporting Potential Code Violations” section of the Code and/or in accordance with the Positive Work Environment Policy. Reports of discrimination, violence or harassment will be taken seriously and investigated. If you are found to be discriminating against, acting or threatening to act violently towards, or harassing any individual at Brookfield, or if you knowingly condone the discrimination of, violence towards, or harassment of another individual, you will face corrective action up to and including termination without notice and for cause.

⁹	“Discrimination” means the differential treatment of an individual or group based on prescribed characteristics protected by law. Prescribed characteristics generally include age, color, race, religion, sex, gender, marital status, ancestry, sexual orientation, national origin, disability. It does not matter whether the discrimination is intentional; it is the effect of the behavior that matters.

¹⁰	“Violence” means an action (oral, written or physical) which causes, is intended to cause, could reasonably be interpreted as a threat to cause, or is capable of causing death or bodily injury to oneself or others, or property damage.

¹¹	“Harassment” means conduct which is known or ought reasonably to be known to be unwelcome and includes conduct (e.g., comments and actions) which would be perceived by a reasonable person as being hostile, humiliating or abusive or cause him/her torment. Harassment covers a wide range of conduct and includes sexual harassment, bullying and psychological harassment. Harassment may occur in a variety of ways and may, in some circumstances, be unintentional, but regardless of intent, all harassment negatively affects individual work performance and our workplace as a whole.

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We want to create a culture of reporting when it comes to discrimination, violence and harassment, as reporting is essential for us as a company to stamp out these behaviors. While we reserve the right to take corrective action if you knowingly make a false accusation about an innocent party, you will not face retaliation for making a good faith report or assisting in the investigation of a report.

Be committed to ensuring the health and safety of fellow directors, officers and employees.

We all have the right to work in an environment that is safe and healthy. In this regard, you must:

(a)

comply strictly with all occupational, health and safety laws and internal procedures;

(b)

not engage in illegal or dangerous behavior, including any acts or threats of violence;

(c)

not possess, distribute or be under the influence of drugs while on company premises or when conducting company business; and

(d)

not possess or use weapons or firearms or any type of combustible material in the company’s facilities, or at company-sponsored functions.

If you or someone you know is in immediate danger of serious bodily harm, first call local law enforcement authorities and then report the incident in accordance with the “Reporting Potential Code Violations” section of the Code and/or in accordance with the Positive Work Environment Policy.

SUSTAINABILITY MANAGEMENT

Our sustainability strategy is centered on preserving and creating value for our investors and stakeholders— now and in the future. We manage our investments by combining economic goals with responsible citizenship. This is consistent with our longstanding investment philosophy and experience that conducting business with a long-term perspective in a sustainable and ethical manner maximizes value. It also requires maintaining a disciplined focus on integrating and operating with robust sustainability principles and practices. Our Sustainability Policy outlines our approach to sustainability and is based on the following guiding principles:

1.

Mitigate the impact of our operations on the environment:

(a)

Strive to minimize the environmental impact of operations and improve our efficient use of resources over time.

(b)

Support the goal of reaching net zero greenhouse gas (GHG) emissions by 2050 or sooner.

2.

Strive to ensure the well-being and safety of employees:

(a)

Foster a positive work environment based on respect for human rights, valuing diversity, and having zero tolerance for workplace discrimination, violence or harassment.

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(b)

Operate with leading health and safety practices to support the goal of zero serious safety incidents.

3.

Uphold strong governance practices:

(a)

Operate to the highest ethical standards by conducting business activities in accordance with the Code.

(b)

Maintain strong stakeholder relationships through transparency and active engagement.

4.

Be good corporate citizens:

(a)

Strive to ensure the interests, safety and well-being of the communities in which we operate are integrated into our business decisions.

(b)

Support philanthropy and volunteerism by our employees.

Human Rights and Anti-Modern Slavery

We are committed to conducting business in an ethical and responsible manner, including by carrying out our activities in a manner that respects and supports the protection of human rights, including but not limited to:

(a)

operating with leading health and safety practices to support the goal of zero serious safety incidents;

(b)

striving to ensure that the interests, safety and well-being of the communities in which we operate are integrated into our business decisions;

(c)

the elimination of discrimination in employment;

(d)

the prohibition of child and forced labour; and

(e)

the eradication of harassment and physical or mental abuse in the workplace.

We strive to embed these standards into all of our core business activities, including training, communications, contracts and due diligence processes set out in our Sustainability Due Diligence Protocol and Vendor Management Program. These practices extend to our interactions with our key suppliers and other business partners. For more information about our business practices and systems and controls to safeguard against modern slavery and human trafficking, please refer to the company’s Human Rights and Anti-Modern Slavery Policy.

COMPLIANCE WITH LAWS, RULES, REGULATIONS AND POLICIES

Know and comply with all laws, rules, regulations and policies applicable to your position.

Our business is highly regulated, and the company is committed to compliance with applicable laws, rules, regulations and policies. Each of us must recognize our personal obligations as individuals, to understand and comply with the laws, rules, regulations and policies that apply to us in the conduct of our duties, including those that apply specifically to public companies, asset managers and investment advisers, as well as laws with broader applicability such as prohibitions on insider trading and other forms of market abuse.

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Many of the company’s activities are governed by laws, rules, regulations and policies that are subject to change. If you have questions about the applicability or interpretation of certain laws, rules, regulations or policies relevant to your duties at Brookfield, you should consult with a member of the Legal & Regulatory Group. In the event a local law, custom or practice conflicts with the Code you must adhere to whichever is most stringent. If you know of any of our practices that may be illegal, you have a duty to report it. Ignorance of the law is not, in general, a defense to breaking the law. We expect you to make every reasonable effort to become familiar with the laws, rules, regulations and policies affecting your activities and to comply with them. If you have any doubts as to the applicability or interpretation of any of the above, you should obtain advice from the company’s Legal & Regulatory Group.

Do not trade in the company’s securities and in any other publicly-traded securities if you possess material non-public information.

While at Brookfield, you may have access to or become aware of material non-public information,¹² either about the Corporation, a Controlled Affiliate or a related or unrelated publicly- traded entity. You must not use this information to gain a financial advantage for yourself or others, either by way of making a trade for yourself, “tipping” others on the information (i.e., disclosing the information to others such as relatives or friends), or otherwise. Doing so is not only a violation of the Code that will result in immediate termination for cause but is also a serious violation of securities laws and will expose any individuals involved to potential civil and criminal prosecution.

Prohibitions on trading in Brookfield securities may apply when a Brookfield entity is in a quarterly blackout period relating to the release of its earnings or when it is in a special blackout period. Information on blackout periods can be obtained via the company’s intranet.

If you have questions about securities laws or the company’s internal trading policies and procedures, contact a member of the company’s Legal & Regulatory Group or refer to the Personal Trading Policy.

Depending on your role at the company, you may have to pre-clear trades or avoid trading altogether.

There are three categories of employees under Brookfield’s Personal Trading Policy – Investment Access Persons, Access Persons and Insiders. Employees are designated within these categories based on their position, role, responsibility and/or activities at Brookfield, as set out in more detail in the Personal Trading Policy. Brookfield’s HR Department will designate employees as Investment Access Persons, Access Persons or Insiders upon hire and, to the extent necessary, update such designations in connection with changes in roles and/or titles. Brookfield’s Legal & Regulatory Group will notify employees of their designation and the implications thereof upon hire and in connection with any designation changes thereafter.

¹²

Information about an entity is “material” if there is a substantial likelihood that a reasonable investor would consider the information important when deciding to buy, sell or hold that entity’s securities or if the information would reasonably be expected to result in a significant change in the market price or value of the securities. Information is “non-public” until it has been generally disclosed to the public and adequate time has passed for the securities markets to digest the information. If you are not sure whether information is material or non-public, consult with your Legal & Regulatory Compliance Group for guidance.

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Insiders, Access Persons and their Family Members must pre-clear their trades in both Brookfield and non-Brookfield securities (i.e., all tradeable securities). All non-employee directors must pre-clear trades in Brookfield securities only.

Investment Access Persons and their Family Members must pre-clear their trades in Brookfield securities.

Investment Access Persons and their Family Members are generally prohibited from making personal trades in all non-Brookfield securities. Such persons must delegate their trades in non-Brookfield securities to a blind trust or a third-party financial advisor who has full discretion over investment decisions. As a general matter, these types of accounts over which you have no discretion should be managed by arm’s length third-parties that are not your Family Members.

For more information about trading pre-clearance and trading activities in third-party discretionary accounts, refer to the company’s Personal Trading Policy.

Do not give or receive bribes, including “facilitation payments.”

We value our reputation for conducting business with honesty and integrity. It is vital for us to maintain this reputation as it generates confidence in our business by our stakeholders, which ultimately means it is good for business. We do not pay bribes in furtherance of our business, either directly or indirectly, and you are not permitted to pay bribes on our behalf or authorize others to pay bribes on our behalf. This commitment comes from the highest levels of management and you must meet this standard. A bribe is anything of value that is offered, promised, given or received to improperly influence a decision or to gain an improper or unfair advantage in promoting, enhancing, obtaining or retaining business. Bribery may not always be in the form of cash payments and may take many other forms, including gifts, travel, hospitality, political contributions, charitable donations, employment opportunities, internships, and secondments. Facilitation payments¹³ are also a form of bribe and are therefore not permitted. For further details, refer to the company’s Anti-Bribery and Corruption Policy.

Giving or receiving gifts/entertainment should be reasonable, and in certain cases prohibited.

Gifts and entertainment given to or received from persons who have a business relationship with the company are generally acceptable, if the gift or entertainment is modest in value, appropriate to the business relationship, and does not create an appearance of impropriety. No cash or cash equivalent payments should be given or received. Employees who do not comply with these requirements may be required to reimburse the company for the value of any gifts or benefits they make or receive on behalf of the company. Violations can result in severe consequences for you and/or the company, including findings of violations of laws, disciplinary action by Brookfield (up to and including dismissal for cause), and related civil penalties. For further details, refer to the relevant Guideline for the Giving/Receipt of Gifts, Meals & Other Entertainment, and the Making/Soliciting of Charitable Donations applicable in your jurisdiction.

¹³

Facilitation payments are small payments made to secure or speed up routine actions or otherwise induce public officials or other third-parties to perform routine functions they are otherwise obligated to perform, such as issuing permits, approving immigration documents or releasing goods held in customs. This does not include legally required administrative fees or fees to fast-track services.

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There may be restrictions on your political donations to candidates and political parties.

In certain jurisdictions, political donations made on behalf of the company are prohibited. Political donations made by individuals on their own behalf should comply with local laws and regulations. In Canada, political donations made on behalf of the company are prohibited. In the U.S., various federal, state, and municipal laws and regulations impose specific restrictions and rules with respect to political contributions, both those made on behalf of the company or made by individuals on their own behalf, which can carry significant penalties for the company for violations.¹⁴ To ensure that we do not breach the law regarding political donations in any country, all political donations, no matter how small, made on behalf of the company (directly or indirectly) must be approved in advance by the applicable regional head. The company’s regional political contributions policies should be consulted and adhered to before making any political contributions on behalf of the company or by individuals and/or their Family Members on their own behalf.

We must prevent the use of our operations for money laundering or any activity that facilitates money laundering, the financing of terrorism, or other criminal activities.

The company is strongly committed to preventing the use of its operations for money laundering, the financing of terrorism, or other criminal activities, and will take appropriate actions to comply with applicable anti-money laundering laws. Brookfield has procedures for conducting anti-money laundering due diligence on investments and divestments. The company maintains programs for ensuring that investors in Brookfield-managed vehicles are adequately screened and verified and that the company’s other business activities are in compliance with applicable anti-money laundering laws and related requirements. For further details, refer to the company’s Anti-Money Laundering and Trade Sanctions Policy.

We must comply with all sanctions laws applicable in the jurisdictions in which we operate.

The U.S. and other jurisdictions and international organizations utilize economic sanctions to promote national security or advance foreign policy objectives. These sanctions prohibit companies from conducting business with certain countries, individuals or entities. Restricted activities may include transfers of assets, monetary payments, provision of services, financial dealings, exports and imports and travel to certain countries.

Brookfield is required by law to comply with sanctions restrictions applicable in the jurisdictions in which it operates and in other jurisdictions such as the U.S. where such laws have extra jurisdictional reach. For further details, refer to the company’s Anti-Money Laundering and Trade Sanctions Policy.

You should consider your rights and obligations when providing information to governmental authorities.

Either during or following your employment or directorship at Brookfield, you may be contacted by governmental authorities (e.g., law enforcement, securities regulators, etc.) who are seeking confidential information from you which you obtained through your association with Brookfield. Whether you are able to respond to these questions or not, we strongly recommend that, for your own protection, you do not speak with the authorities without first seeking legal advice on your rights and obligations. In this situation, you may contact the company’s Legal & Regulatory Group, who can help you retain counsel that can assist you.

¹⁴

In the U.S., all employees must preclear personal contributions in accordance with the regional policy.

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Notwithstanding the foregoing, nothing in the Code prohibits or restricts you in any way from voluntarily (or upon request) communicating with, or providing information to any governmental authority, agency or regulator regarding any potential violations of law, rule or regulation, or from making other disclosures that are protected pursuant to whistleblower rules and regulations. You are not required to provide notice or seek consent in connection with any such communication with, or provision of information to, the relevant governmental agency or regulator¹⁵ under applicable whistleblower provisions. For further information, refer to the Whistleblowing Policy.

You have internal reporting obligations in the event you are convicted of a felony or misdemeanor.

We are only as good as our people, and therefore our reputation as a leading global alternative asset manager depends on the reputation of the individuals who serve the company as a director, officer or employee. Our screening process at Brookfield is rigorous and includes background checks so that we have the best information possible about our prospective directors, officers and employees. Once at Brookfield, we expect you to continue to adhere to these principles of openness, honesty and transparency. If at any time while you are associated with the company you are convicted of a felony or misdemeanor (or been subject to any similar conviction in any jurisdiction) or are involved in any conduct that you think may be relevant to your reputation, you have an obligation to report this information to the company’s Legal & Regulatory Group or your supervisor so that it may be appropriately documented internally.

REPORTING POTENTIAL CODE VIOLATIONS

You are expected to make good faith reports.

Internal reporting is critical to the company’s success, and it is both expected and valued. You are required to be proactive and promptly report any suspected violations of the Code, or any illegal or unethical behavior or misconduct that you become aware of or are involved with. When making a report, please include specific details and back-up documentation where feasible in order to permit adequate investigation of the concern or conduct reported. Vague, nonspecific or unsupported allegations are inherently more difficult to pursue.

Employees are expected to report actual or potential misconduct or violations of the Code to their supervisor in the first instance, since their supervisor is generally in the best position to resolve the issue. Alternatively, you may contact the HR Department or the company’s Legal & Regulatory Group to report any actual or potential misconduct or Code violations, or if you have any specific or general questions. Directors should promptly report violations to the Chair of their Board of Directors.

If you have questions about securities laws or the company’s whistleblowing policy, contact the company’s Legal & Regulatory Group or refer to the Whistleblowing Policy.

¹⁵

Such regulatory bodies including but not limited to: the U.S. Securities and Exchange Commission and the U.S. Commodities Futures Trading Commission, the Ontario Securities Commission, Australian Investment and Securities Commission and the Financial Conduct Authority

19

In the event you do not want to report violations to your supervisor, HR, or the company’s Legal & Regulatory Group, you can always make a report through the company’s reporting hotline.

Our reporting hotline (the “Reporting Hotline”) is managed by an independent third-party. The Reporting Hotline allows anyone to call anonymously (if they so choose) to report suspected unethical, illegal or unsafe behavior in English and other languages. The Reporting Hotline is available toll-free, 24 hours a day, 7 days a week. Refer to the “Contact Information” section of the Code for the Reporting Hotline phone numbers by jurisdiction. If you choose to make an anonymous report, your anonymity will be protected to the fullest extent possible as permitted by law.

Reports will be kept confidential and will be dealt with appropriately.

The confidentiality of reported violations will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review and subject to applicable law. You may wish to identify yourself to facilitate our investigation of any report; however, you can make an anonymous report by calling the Reporting Hotline. The party receiving the initial report must record its receipt, document how the situation was dealt with and file a report with internal audit, which will be retained for the record. The Chief Internal Auditor will report all illegal and unethical conduct in violation of the Code to the appropriate Brookfield Board of Directors, or a committee thereof as appropriate, and externally in accordance with applicable laws.

Brookfield prohibits retaliation against anyone who reports suspected violations of the Code or any law or regulation.

No retribution or retaliation will be taken against any person who has filed a report based on the reasonable good faith belief that a violation of the Code or any law or regulation has occurred or may in the future occur; however, making a report does not necessarily absolve you (if you are involved) or anyone else of the breach or suspected breach of the Code. The company reserves the right to discipline you if you provide false information or make an accusation you know to be untrue. This does not mean that the information that you provide has to be correct, but it does mean that you must reasonably believe that the information is truthful and demonstrates at least a possible violation of the Code. If you believe that you have been unfairly or unlawfully retaliated against, you may file a report with your supervisor, the HR team, or the company’s Legal & Regulatory Group, or by calling the Reporting Hotline.

You are required to cooperate in any internal investigation.

Directors, officers and employees are required to cooperate in any internal investigation into allegations of illegal or unethical behavior or misconduct. In connection with an internal investigation, you must provide honest, accurate and complete information.

DISCIPLINARY ACTION FOR CODE VIOLATIONS

Please note that we reserve the right to take disciplinary action for Code violations that fits the nature and particular facts of the violation. This could include immediate termination for cause and, if warranted, legal proceedings may be brought against you.

20

STATEMENT OF COMPLIANCE

Upon starting at Brookfield, each director, officer, employee and temporary worker who is subject to this Code will be provided with a copy of the Code and policies referred to herein and is required to sign an acknowledgement. The acknowledgement is maintained by the company’s Legal & Regulatory Group. On an annual basis, each director, officer, employee and temporary worker who is subject to this Code will be required to re-certify compliance with the Code. Annual execution of a Statement of Compliance with the Code and policies referred to herein or an annual certification of the Code shall be a condition of your continued directorship, employment or engagement with the company.

WAIVERS

A waiver of the Code will be granted only in very exceptional circumstances. A Code waiver for the Corporation’s employees, other than the Corporation’s executive officers, must be approved by the CEO. A Code waiver for the Corporation’s Board of Directors or executive officers must be approved by the Chair of the Board of Directors. A Code waiver for a director, officer or employee of a Controlled Affiliate may be granted in accordance with the policies of the Controlled Affiliate, as consistent with the Code.

AMENDMENTS

The Corporation’s Board of Directors reviews and approves the Code on at least an annual basis and is ultimately responsible for monitoring compliance with the Code.

21

Schedule A

CONTACT INFORMATION

REPORTING HOTLINE

Australia – 1 800 957 963	Japan – 0800 123 9234
Barbados – 1833-388-0834	Luxembourg – 800 85 269
Bermuda – 1833-388-0833	Mexico – 01800-436-0065
Brazil – 0800-891-3867	New Zealand – 0800-443-938
Canada – 1800-665-0831	Portugal – 0800-78-4717
Cayman Islands – 833-425-1502	Qatar – 800-0249
Chile – 1230-020-0517	Singapore – 800 492 2253
China – 86 21 8036 5429	South Korea – 080-880-0303
Colombia – 01800-011-0149	Spain – 900-751-347
France – 0800-91-2964	Switzerland – 0800-225-163
Germany – 0800-000-6649	United Kingdom – 0808-234 2210
Hong Kong – 800 967 085	United States – 1770-613-6339
Ireland – 1800-946-551
India – 000-800-0502-237

Two-Stage Dialing:

Peru – 0-800-50-000 or 0-800-50-288, then 800-795-2716

United Arab Emirates – 8000-021, 8000-555-66, or 8000-061, then 800-795-2716

Online (Rest of the world): – www.brookfield.ethicspoint.com

Online (China):

·

Brookfield Corporation: https://brookfield.whispli.com.cn/pages/BAM

·

Brookfield Property Partners: https://brookfield.whispli.com.cn/pages/realestate

·

Brookfield Renewable Partners: https://brookfield.whispli.com.cn/pages/renewables

OFFICER AND DIRECTOR CONTACTS – Brookfield Corporation

Corporate Secretary Swati Mandava One Canada Square, Level 25 Canary Wharf London, E14 5AA Email: swati.mandava@brookfield.com Telephone: +44 772 4700 067	Chief Executive Officer Bruce Flatt Brookfield Place, 181 Bay Street, Suite 100 Toronto, Ontario M5J 2T3 Telephone: (416) 363-9491

Chief Internal Auditor Richard Maingot One Canada Square, Level 25 Canary Wharf London, E14 5AA Email: richard.maingot@brookfield.com Telephone: +44 20 4557 4398	Chair of the Board The Hon. Frank J. McKenna Brookfield Place, 181 Bay Street, Suite 100 Toronto, Ontario M5J 2T3 Telephone: (416) 363-9491

LEGAL AND REGULATORY CONTACTS

Brookfield Corporation Swati Mandava Managing Director, Legal & Regulatory Email: swati.mandava@brookfield.com Telephone: +44 772 4700 067	Brookfield Business Partners A.J Silber Managing Director, Legal & Regulatory Email: aj.silber@brookfield.com Telephone: (416) 359-8598

Brookfield Infrastructure Partners Michael Ryan Managing Director and Counsel Email: michael.ryan@brookfield.com Telephone: +61 2 9158 5254	Brookfield Property Partners Michelle Campbell Senior Vice President, Legal & Regulatory Email: michelle.campbell@brookfield.com Telephone: (212) 417-7514

Brookfield Renewable Partners Jennifer Mazin Managing Partner, Legal & Regulatory Email: jennifer.mazin@brookfield.com Telephone: (416) 369-3369

Regulatory Compliance (New York) Ronald Fisher-Dayn Managing Partner, Legal & Regulatory Email: ronald.fisher-dayn@brookfield.com Telephone: (212) 978-1763

LEGAL NOTICE

The company reserves the right to modify, suspend or revoke the Code and any related policies, procedures, and programs at any time. The company also reserves the right to interpret and amend the Code and these policies in its sole discretion. Any amendments to the Code will be disclosed and reported as required by applicable law.

The company employs unionized employees. If the Code conflicts with a collective bargaining agreement governing the wages and/or conditions of employment for unionized employees, the collective bargaining agreement will prevail; if a collective bargaining agreement is silent with respect to an area addressed in the Code, or if the Code supplements a collective bargaining agreement, unionized employees are expected to abide by the Code.

Neither the Code, nor any of the policies referred to herein, confer any rights, privileges or benefits on any employee, create an entitlement to continued employment at the company, establish conditions of employment for the employee, or create an express or implied contract of any kind between employees and the company. In addition, the Code does not modify the employment relationship between employees and the company.

The Code is posted on our website and intranet. The version of the Code on our website and intranet may be more current and supersedes any paper copies, should there be any discrepancy between paper copies and what is posted online.

Exhibit 99.25

Brookfield business corporation

AUDIT COMMITTEE CHARTER

A committee of the board of directors (the “Board”) of Brookfield Business Corporation (the “Corporation”), to be known as the Audit Committee (the “Committee”) shall have the following terms of reference:

Membership and Chair

Annually the Board shall appoint three or more directors (the “Members” and each a “Member”) to serve on the Committee for the upcoming year or until the Member ceases to be a director, resigns or is replaced, whichever occurs first.

The Members will be selected by the Board on the recommendation of the Governance and Nominating Committee of the Corporation. Any Member may be removed, with or without cause, from office or replaced at any time by the Board. All Members will be Independent Directors (as defined below). Members must disclose any form of association they have with a current or former external or internal auditor of the Corporation and any other member of the Brookfield Group to the Governance and Nominating Committee for a determination as to whether this association affects the Member’s status as an independent Member. In addition, every Member will be Financially Literate (as defined below) and at least one Member will be an Audit Committee Financial Expert (as defined below). Members may not serve on more than two other public company audit committees, except with the prior approval of the Executive Chairman.

The Board shall appoint one Member as the chair of the Committee (the “Chair”). If the Board fails to appoint a Chair, the Members of the Committee shall elect a Chair by majority vote to serve at the pleasure of the majority. If the Chair is absent from a meeting, the Members shall select a Member from those in attendance to act as Chair of the meeting.

Responsibilities

The Committee shall:

(a)

oversee the work of the Corporation’s independent auditor (the “Auditor”) engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation;

(b)

review and evaluate the Auditor’s independence, experience, qualifications and performance and determine whether the Auditor should be appointed or re-appointed and nominate the Auditor for appointment or re-appointment by the Board;

(c)

have the sole authority to retain, compensate, direct, oversee and recommend to the Board to terminate the Auditor and any counsel, other auditors and other advisors hired to assist the Committee, who shall ultimately be accountable to the Committee;

(d)

when a change of Auditor is proposed, review all issues related to the change, including the information to be included in the notice of change of auditor required, and the orderly transition of such change;

Audit Committee Charter
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(e)

review and approve the terms of the Auditor’s engagement and the appropriateness and reasonableness of the proposed audit fees;

(f)

at least annually, obtain and review a report by the Auditor describing:

(i)

the Auditor’s internal quality-control procedures; and

(ii)

any material issues raised by the most recent internal quality control review, or peer review, of the Auditor, or review by any independent oversight body, or inquiry or investigation by any governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the Auditor, and the steps taken to deal with any issues raised in any such review;

(g)

at least annually, confirm that the Auditor has submitted a format written statement describing all of its relationships with the Corporation and any of its subsidiaries; discuss with the Auditor any disclosed relationships or services that may affect its objectivity and independence; obtain written confirmation from the Auditor that it is objective within the meaning of the applicable rules of professional conduct/code of ethics adopted by the order of chartered accountants to which it belongs and is an independent public accountant within the meaning of the applicable securities legislation, and is in compliance with any independence requirements adopted by the Public Company Accounting Oversight Board; and, confirm that the Auditor has complied with applicable laws with respect to the rotation of certain members of the audit engagement team;

(h)

review and evaluate the lead partner of the Auditor;

(i)

ensure the regular rotation of the audit engagement team members as required by law, and periodically consider whether there should be regular rotation of the Auditor;

(j)

meet privately with the Auditor as frequently as the Committee feels is appropriate to fulfill its responsibilities, which will not be less frequently than annually, to discuss any items of concern to the Committee or the Auditor, including:

(i)

planning and staffing of the audit;

(ii)

any material written communications between the Auditor and the Service Providers (as defined below) and between the Auditor and the Auditor’s national office;

(iii)

whether or not the Auditor is satisfied with the quality and effectiveness of financial recording procedures and systems;

(iv)

the extent to which the Auditor is satisfied with the nature and scope of its examination;

Audit Committee Charter
	2

(v)

whether or not the Auditor has received the full co-operation of the Service Providers pursuant to the Master Services Agreement (as defined below);

(vi)

the Auditor’s opinion of the competence and performance of any key financial personnel of the Corporation;

(vii)

the items required to be communicated to the Committee in accordance with generally accepted auditing standards;

(viii)

all critical accounting policies and practices to be used by the Corporation, and all accounting adjustments that were noted or proposed by the Auditor but were “passed” (as immaterial or otherwise);

(ix)

all alternative treatments of financial information within International Financial Reporting Standards (“IFRS”) that have been discussed with the Service Providers, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the Auditor;

(x)

any difficulties encountered in the course of the audit work, any restrictions imposed on the scope of activities or access to requested information, any significant disagreements with the Service Providers and the Service Providers’ response; and

(xi)

any illegal act that may have occurred and the discovery of which is required to be disclosed to the Committee pursuant to the applicable securities legislation;

(k)

establish and review, as necessary, the Audit and Non-Audit Services Pre-Approval Policy (the “Pre-Approval Policy”) which sets forth the parameters by which the Auditor can provide certain audit and non-audit services to the Corporation and its subsidiaries not prohibited by law and the process by which the Committee pre-approves such services. The Committee, or Member(s) of the Committee duly delegated, will review and approve all Auditor requests to provide audit and non-audit services that are not pre-approved under the Pre-Approval Policy, or are in excess of the aggregate fee threshold for the amount of services that can be provided by the Auditor. At each quarterly meeting of the Committee, the Committee will ratify all audit and non-audit services provided by the Auditor to the Corporation and its subsidiaries for the then-ended quarter;

(l)

resolve any disagreements between the Service Providers and the Auditor regarding financial reporting;

(m)

review, and, where appropriate, recommend for approval by the Board, the following:

(i)

audited annual financial statements, in conjunction with the report of the Auditor;

(ii)

interim financial statements;

(iii)

annual and interim earnings press releases;

Audit Committee Charter
	3

(iv)

annual and interim management discussion and analysis of financial condition and results of operations;

(v)

any reconciliations of the annual or interim financial statements, to the extent required under applicable rules and regulations; and

(vi)

all other audited or unaudited financial information contained in public disclosure documents, as appropriate, including without limitation, any prospectus, or other offering or public disclosure documents and financial statements required by regulatory authorities;

(n)

discuss press releases containing financial information (to ensure consistency of the disclosure to the financial statements), as well as financial information and earnings guidance provided to analysts and rating agencies including the use of “pro forma” or “adjusted” non-IFRS information in such press releases and financial information. Such review may consist of a general discussion of the types of information to be disclosed or the types of presentations to be made;

(o)

review the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Corporation’s financial statements;

(p)

review disclosures made to the Committee by the Chief Executive Officer and Chief Financial Officer of the Service Providers during their certification process for applicable securities law filings about any significant deficiencies and material weaknesses in the design or operation of the Corporation’s internal control over financial reporting which are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information, and any fraud involving management or other employees;

(q)

review the effectiveness of the Corporation’s policies and practices concerning financial reporting, any proposed changes in major accounting policies and the appointment and replacement of the person(s) responsible for financial reporting and the Corporation’s internal audit function (the “Internal Auditor”);

(r)

review the adequacy of the internal controls that have been adopted by the Corporation to safeguard assets from loss and unauthorized use and to verify the accuracy of the financial records and any special audit steps adopted in light of material control deficiencies;

(s)

meet privately with the Internal Auditor, which will be provided by the Service Providers, as frequently as the Committee feels appropriate to fulfill its responsibilities, which will not be less frequently than annually, to discuss any items of concern;

(t)

require the Internal Auditor to report directly to the Committee;

(u)

discuss with the Internal Auditor, and management, the appropriate authority, role, responsibilities, scope, and services of the Internal Auditor;

Audit Committee Charter
	4

(v)

review the mandate, budget, planned activities, performance, staffing and organizational structure of the Internal Auditor (which may be outsourced to a firm other than the Auditor) to confirm that it is independent of management, adequately qualified and has sufficient resources to effectively carry out its mandate. The Committee will discuss this mandate with the Internal Auditor and management, review the appointment and replacement of the Internal Auditor, review significant results of the Internal Auditor’s activities, and the results of the Internal Auditor’s quality assurance program. As part of this process, the Committee reviews and approves the governing charter of the internal audit function, the internal audit plan, budget and communication plan on an annual basis;

(w)

review the controls and procedures that have been adopted to confirm that material information about the Corporation and its subsidiaries that is required to be disclosed under applicable law or stock exchange rules is disclosed and to review the public disclosure of financial information extracted or derived from the Corporation’s financial statements and periodically assess the adequacy of such controls and procedures;

(x)

review the Corporation’s policies with respect to risk assessment and management, particularly financial risk exposure, including the steps taken to monitor and control risks as they are brought or come to the attention of the Committee by management, or otherwise;

(y)

review periodically the Corporation’s policies with respect to risk assessment and management, particularly financial risk exposure, including the steps taken to monitor and control risks;

(z)

review periodically the status of taxation matters of the Corporation;

(aa)

set clear policies for hiring partners and employees and former partners and employees of the Auditor;

(bb)

review, with legal counsel where required, such litigation, claims, tax assessments, transactions, material inquiries from regulators and governmental agencies or other contingencies which may have a material impact on financial results or which may otherwise adversely affect the financial well-being of the Corporation;

(cc)

review periodically the Corporation’s susceptibility to fraud and oversee the Service Providers’ processes for identifying and managing the risks of fraud;

(dd)

review periodically the Partnership’s cybersecurity program and practices; oversee the Service Providers’ processes for assessing, identifying, managing, mitigating and reporting cybersecurity risks, including assessing the likelihood, frequency and severity of cyber-attacks; and review managements cybersecurity practices and receive and evaluate reports on cybersecurity from the Chief Financial Officer and other members of senior management of the Service Providers on at least a quarterly basis or more frequently, as circumstances may require; and

(ee)

consider other matters of a financial nature as directed by the Board.

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Reporting

The Committee will regularly report to the Board on:

(a)

the Auditor’s qualifications and independence;

(b)

the performance of the Auditor and the Committee’s recommendations regarding its reappointment or termination;

(c)

the performance of the Corporation’s Internal Auditor;

(d)

internal controls and disclosure controls;

(e)

its recommendations regarding the annual and interim financial statements of the Corporation and, if applicable, any reconciliation of the Corporation’s financial statements, including any issues with respect to the quality or integrity of the financial statements;

(f)

its review of any other public disclosures including the annual report and the annual and interim managements discussion and analysis of financial condition and results of operations;

(g)

the Corporation’s compliance with legal and regulatory requirements, particularly those related to financial reporting; and

(h)

all other significant matters it has addressed and with respect to such other matters that are within its responsibilities.

In addition, if and when required or appropriate from time to time, the Committee may also report to another committee of the Board.

Complaints Procedure

The Brookfield Code of Business Conduct and Ethics (the “Code”) requires employees to report to their supervisor or internal legal counsel any suspected violations of the Code, including (i) fraud or deliberate errors in the preparation, maintenance, evaluation, review or audit of any financial statement or financial record; (ii) deficiencies in, or noncompliance with, internal accounting controls; (iii) misrepresentations or false statements in any public disclosure documents; and (iv) any deviations from full, true and plain reporting of the Corporation’s financial condition, as well as any other illegal or unethical behavior. Alternatively, employees may report such behavior anonymously through the Corporation’s reporting hotline which is managed by an independent third party. The Committee has primary Board oversight responsibility for the Corporation’s reporting hotline. The Code provides reporting channels for employees to report suspected wrongdoing without retaliation.

The Committee will oversee the procedure for the receipt, retention, treatment and follow-up of complaints received by the Corporation regarding the reporting hotline or otherwise regarding accounting, internal controls, disclosure controls or auditing matters and the procedure for the confidential, anonymous submission of concerns by the individuals engaged in the provision of services regarding such matters pursuant to the Master Services Agreement.

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Review and Disclosure

The Committee will review this Charter at least annually and submit it to the Governance and Nominating Committee together with any proposed amendments. The Governance and Nominating Committee will review this Charter and submit it to the Board for approval with such further amendments as it deems necessary and appropriate.

This Charter will be posted on the Corporation’s website and the annual report of the Corporation will state that this Charter is available on the website or is available in print to any shareholder who requests a copy.

Assessment

At least annually, the Governance and Nominating Committee will review the effectiveness of this Committee in fulfilling its responsibilities and duties as set out in this Charter.

Access to Advisors and Management

The Committee may retain any advisor, including legal counsel, at the expense of the Corporation, without the Board’s approval, at any time. The Committee has the authority to determine any such advisor’s fees.

The Corporation will provide for appropriate funding, for payment of compensation to any auditor engaged to prepare or issue an audit report or perform other audit, review or attest services, and ordinary administrative expenses of the Committee.

Members will meet privately with the Service Providers as frequently as they feel is appropriate to fulfill the Committee’s responsibilities, but not less than annually.

Meetings

Meetings of the Committee may be called by any Member or by the Secretary of the Corporation. Meetings will be held each quarter and at such additional times as is necessary for the Committee to fulfill its responsibilities. The Committee shall appoint a secretary (who may be the Secretary of the Corporation) to be the secretary of each meeting of the Committee and to maintain minutes of the meeting and deliberations of the Committee.

The powers of the Committee shall be exercisable at a meeting at which a quorum is present. A quorum shall be not less than a majority of the Members from time to time. Matters decided by the Committee shall be decided by majority vote.

Notice of each meeting shall be given to each Member, the Internal Auditor, the Auditor, the Executive Chairman, the Chief Executive Officer of the Corporation and the Chief Financial Officer of the Corporation. Notice of meeting may be given orally or by letter, email, telephone or other generally accepted means not less than 24 hours before the time fixed for the meeting. Members may waive notice of any meeting and attendance at a meeting is deemed waiver of notice. The notice need not state the purpose or purposes for which the meeting is being held.

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The Committee may invite from time to time such persons as it may see fit to attend its meetings and to take part in discussion and consideration of the affairs of the Committee. The Committee may require the Auditors to attend any or all meetings.

In addition, the Committee shall meet at least annually with the Internal Auditor and the Auditor in separate executive sessions to provide the opportunity for full and frank discussion without members of the Service Providers present.

Definitions

Capitalized terms used in this Charter and not otherwise defined have the meaning attributed to them below:

“affiliate” of any person means any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person.

“Audit Committee Financial Expert” has the meaning based on the rules and guidelines of the applicable stock exchanges and securities regulatory authorities.

“Brookfield Group” means Brookfield Corporation, Brookfield Asset Management Ltd., and any of their affiliates, other than the Corporation.

“Financially Literate” means the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

“Holding Entities” means the subsidiaries through which it indirectly holds all of the Corporation’s interests in the operating entities.

“Independent Director” has the meaning based on the rules and guidelines of applicable stock exchanges and securities regulatory authorities.

“Master Services Agreement” means the master services agreement among the Corporation, Brookfield Business Partners L.P., Brookfield Business Holdings Corporation, the Service Providers, the Holding L.P. and the Holding Entities, and others, as amended from time to time.

“operating entities” means any entities in which the Holding Entities hold interests and that directly or indirectly hold the operations and assets of the Corporation other than entities in which the Holding Entities hold interests for investment purposes only of less than 5% of the equity securities.

“Service Providers” means the service providers appointed pursuant to the Master Services Agreement or any other service agreement or arrangement that is contemplated by the Master Services Agreement.

This Audit Committee Charter was reviewed and approved by the board of directors of Brookfield Business Corporation on March 27, 2026.

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Exhibit 99.26

CLAWBACK POLICY

March 2026

CLAWBACK POLICY

This Clawback Policy (this “Policy”) applies to senior executive officers and any other individuals (collectively, “Executive Officers”) that would be considered an “executive officer” of Brookfield Business Corporation (the “Corporation”) and/or an “executive officer” of any of the Corporation’s wholly-owned subsidiaries whose securities may be listed on a U.S. national securities exchange from time to time (the “Listed Subsidiaries” and each, a “Listed Subsidiary”), within the meaning of Rule 10D-1 under the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) and the applicable stock exchange rules implementing Rule 10D-1 under the Exchange Act (together with Section 10D of the Exchange Act, the “U.S. Clawback Rules”).

In the event the Corporation or any Listed Subsidiary (each, a “Subject Issuer”) is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under U.S. federal securities laws, including any required accounting restatement to correct a material error in such Subject Issuer’s previously-issued financial statements, or to avoid a material misstatement if the error were corrected in the current period or left uncorrected in the current period (an “Accounting Restatement”), the board of directors of the Corporation (if such Subject Issuer is the Corporation) or the board of directors (or equivalent) of the applicable Listed Subsidiary (if such Subject Issuer is a Listed Subsidiary) (as applicable, the “Board”) will review all compensation (“Incentive-Based Compensation”) that is (i) granted, earned or vested based wholly or in part upon the attainment of one or more measures that are determined and presented in accordance with the accounting principles used in preparing such Subject Issuer’s financial statements, or are derived wholly or in part from such measures (collectively, “Financial Reporting Measures”), and (ii) “received” by Executive Officers of such Subject Issuer (a) after beginning service as an Executive Officer of such Subject Issuer, (b) during the three completed fiscal years immediately preceding the date on which such Subject Issuer is required to prepare an Accounting Restatement (the “Restatement Date”) (as well as during any transition period specified under the U.S. Clawback Rules), (c) while such Subject Issuer has a class of securities listed on a U.S. national securities exchange, and (d) after the U.S. Clawback Rules became effective. For purposes of the U.S. Clawback Rules and this Policy, “received” means the applicable Financial Reporting Measures have been attained, regardless of when the compensation is actually granted or paid.

If, in connection with an Accounting Restatement of a Subject Issuer, the Board of such Subject Issuer determines that one or more Executive Officers of such Subject Issuer received an amount of Incentive-Based Compensation in excess of the amount that otherwise would have been received had it been determined based on the restated amounts in connection with such Accounting Restatement, as calculated without regard to any taxes paid and otherwise in accordance with the U.S. Clawback Rules (such excess, the “Erroneously Awarded Compensation”), such Subject Issuer will, reasonably promptly after the Restatement Date, seek recoupment from all such Executive Officers of all Erroneously Awarded Compensation. For the avoidance of doubt, in the event an Executive Officer has received Incentive-Based Compensation in respect of more than one Subject Issuer that is subject to an Accounting Restatement, the amount of Erroneously Awarded Compensation will be calculated individually for each Subject Issuer, but without duplication in the event that the applicable Incentive-Based Compensation relates to the Financial Reporting Measures of more than one Subject Issuer.

Erroneously Awarded Compensation must be recovered as provided in this Policy on a “no fault” basis without regard to whether any Executive Officer is responsible for the noncompliance that resulted in the Accounting Restatement, unless a committee of independent directors of the Board of the applicable Subject Issuer responsible for executive compensation decisions (or in the absence of such committee, the majority of the independent directors serving on the Board of the applicable Subject Issuer) determines that any of the impracticability exceptions set forth in the U.S. Clawback Rules are available. Any appropriate method may be used for recouping Erroneously Awarded Compensation. A Subject Issuer’s obligation to recover Erroneously Awarded Compensation is not dependent on if or when the restated financial statements in connection with the Accounting Restatement have been filed, and no Subject Issuer may indemnify any Executive Officer against the loss of any Erroneously Awarded Compensation in respect of any Subject Issuer.

Clawback Policy
	1

Members of the Board of a Subject Issuer who assist in the administration of this Policy will not be personally liable for any action, determination or interpretation made with respect to this Policy and will be fully indemnified by such Subject Issuer to the fullest extent under applicable law and such Subject Issuer’s policy with respect to any such action, determination or interpretation. The foregoing sentence will not limit any other rights to indemnification of the members of the Board under applicable law or any Subject Issuer policy.

Each document setting forth the terms and conditions of any Incentive-Based Compensation granted or paid to an Executive Officer will be deemed to include a provision incorporating this Policy or the requirements of this Policy. The remedies specified in this Policy will not be exclusive and will be in addition to every other right or remedy at law or in equity that may be available to the Subject Issuer.

This Policy shall be qualified by reference to, is designed to comply with, and will be interpreted consistent with applicable U.S. Clawback Rules.

The Board of each Subject Issuer has full and final authority to make all determinations under this Policy with respect to any Erroneously Awarded Compensation in respect of such Subject Issuer, including, without limitation, whether this Policy applies and if so, the amount of compensation to be repaid or forfeited by an Executive Officer. All determinations and decisions made by such Board under this Policy will be final, conclusive and binding on all parties.

This Policy was reviewed and approved by the Board of the Corporation and by the Board of each Listed Subsidiary, if any, effective March 27, 2026.

Clawback Policy
	2

Exhibit 99.28

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102
Continuous Disclosure Obligations

1.

Names of the Parties to the Transaction

Brookfield Business Partners L.P. (“BBU”)

Brookfield Business Holdings Corporation (formerly Brookfield Business Corporation) (“BBHC”)

Brookfield Business Corporation (formerly 1559985 B.C. Ltd.) (“BBUC”)

2.

Description of the Transaction

On March 27, 2026 (the “Effective Date”), BBU, BBHC and BBUC completed the previously announced plan of arrangement (the “Arrangement”) pursuant to which, among other things, (i) the holders of non-voting limited partnership units (“Units”) of BBU received from BBUC one (1) class A subordinate voting share (“Class A Share”) of BBUC in exchange for each Unit held as of the Effective Date, (ii) the holders of class A exchangeable subordinate voting shares (“Exchangeable Shares”) of BBHC received from BBUC one (1) Class A Share in exchange for each Exchangeable Share held as of the Effective Date, (iii) each holder of a redemption-exchange unit (“REU”) of Brookfield Business L.P. (“Holding LP”) received from BBUC one (1) Class A Share in exchange for each REU held as of the Effective Date, (iv) a subsidiary of Brookfield Asset Management Ltd. received from BBUC one (1) non-special share of BBUC in exchange for each special limited partner unit of Holding LP held as of the Effective Date, and (v) Brookfield Corporation (together with its subsidiaries other than BBU, BBHC and BBUC, “Brookfield”), in exchange for its one (1) ordinary share, par value $100.00, in the capital of Brookfield Business Partners Limited (the “BBU General Partner”), the general partner of BBU, received from BBUC three (3) class B multiple voting shares (“Class B Shares”) of BBUC, resulting in Brookfield holding one (1) Class B Share for each general partnership unit of BBU held by the BBU General Partner as of the Effective Date.

In connection of the completion of the Arrangement, BBUC was renamed Brookfield Business Corporation (the name of BBHC prior to the consummation of the Arrangement) and became a reporting issuer in each province and territory of Canada (the “Jurisdictions”). BBHC was renamed Brookfield Business Holdings Corporation and each of BBHC and BBU will cease to be reporting issuers in the Jurisdictions. The Class A Shares were listed and will be posted for trading on the Toronto Stock Exchange (“TSX”) and New York Stock Exchange (“NYSE”) under the symbol “BBUC” and the Units and Exchangeable Shares will be delisted from the TSX and NYSE.

3.

Effective Date of the Transaction

March 27, 2026.

- 2 -

4.

Name of Each Party, if Any, that Ceased to be a Reporting Issuer After the Transaction and of Each Continuing Entity

Each of BBU and BBHC has applied to cease to be a reporting issuer in each of the Jurisdictions.

BBUC became a reporting issuer in each of the Jurisdictions upon completion of the Arrangement.

5.

Date of the Reporting Issuer’s First Financial Year-End After the Transaction

December 31, 2026

6.

Periods, Including the Comparative Periods, if Any, of the Interim Financial Reports and the Annual Financial Statements Required to be Filed for the Reporting Issuer’s First Financial Year After the Transaction

The first interim financial reports and annual financial statements of BBUC will be for the interim periods ending March 31, 2026, June 30, 2026 and September 30, 2026 and the financial year ending December 31, 2026. The corresponding periods of the previous year will be, respectively, the interim periods ended March 31, 2025, June 30, 2025 and September 30, 2025 and the financial year ended December 31, 2025, in each case, of BBU.

7.

Documents Filed under NI 51-102 that Describe the Transaction and Where those Documents can be Found in Electronic Format

Further information regarding the Arrangement is contained in:

(a)

the news release of BBU and BBHC dated September 25, 2025;

(b)

the material change report of BBHC dated October 3, 2025;

(c)

the joint management information circular of BBU and BBHC dated November 26, 2025 in connection with the special meetings of shareholders of BBHC and unitholders of BBU held on January 13, 2026; and

(d)

the news release of BBU and BBHC dated March 16, 2026.

Copies of these materials have been filed on SEDAR+ and are available under BBU and BBHC’s profiles at www.sedarplus.ca.

DATE: March 27, 2026.

Exhibit	Title

3.1	Certificate of Change of Name, Notice of Articles and Articles of Brookfield Business Corporation (formerly 1559985 B.C. Ltd.)

99.1	Trade-Mark Sublicense Agreement by and among Brookfield Asset Management Holdings Ltd., Brookfield Business Partners L.P., and Brookfield Business L.P. dated May 24, 2016 (incorporated by reference to Exhibit 99.8 to Brookfield Business Partners L.P.’s Current Report on Form 6-K filed on June 22, 2016)

99.2	First Amendment to Trade-Mark Sublicense Agreement among Brookfield Asset Management Holdings Ltd., Brookfield Business Partners L.P., Brookfield Business L.P. and Brookfield Business Corporation dated March 27, 2026

99.3	Amended and Restated Limited Partnership Agreement of Brookfield Business Partners L.P., dated May 31, 2016, as amended by the first amendment thereto, dated June 17, 2016, and as further amended by the second amendment thereto dated May 18, 2020 (incorporated by reference to Exhibit 99.1 to Brookfield Business Partners L.P.’s Current Report on Form 6-K filed on May 21, 2020)

99.4	Third Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Business Partners L.P. dated March 15, 2022 (incorporated by reference to Exhibit 99.1 to Brookfield Business Partners L.P.’s Current Report on Form 6-K filed on March 30, 2022)

99.5	Fourth Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Business Partners L.P dated March 27, 2026

99.6	Amended and Restated Master Services Agreement by and among Brookfield Corporation, Brookfield Business Partners L.P. and the other parties thereto dated January 23, 2024 (incorporated by reference to Exhibit 4.1 to Brookfield Business Partners L.P.’s Annual Report on Form 20-F for the year ended December 31, 2023, filed on March 1, 2024)

99.7	First Amendment to the Amended and Restated Master Services Agreement by and among Brookfield Corporation, Brookfield Business Corporation, Brookfield Business Partners L.P. and the other parties thereto dated March 27, 2026

99.8	Amended and Restated Relationship Agreement between Brookfield Business Partners L.P., Brookfield Corporation and the parties thereto dated January 23, 2024 (incorporated by reference to Exhibit 4.3 to Brookfield Business Partners L.P.’s Annual Report on Form 20-F for the year ended December 31, 2023, filed on March 1, 2024)

99.9	First Amendment to Amended and Restated Relationship Agreement among Brookfield Business Partners L.P., Brookfield Business Corporation, Brookfield Corporation and the parties thereto dated March 27, 2026

99.10	Registration Rights Agreement between Brookfield Business Corporation and Brookfield Corporation dated March 27, 2026

99.11	Commitment Agreement between Brookfield Corporation and Brookfield Business Partners L.P. dated February 4, 2022 (incorporated by reference to Exhibit 99.1 to Brookfield Business Partners L.P.’s Current Report on Form 6-K filed on February 22, 2022)

99.12	First Amendment to Commitment Agreement between Brookfield Corporation and Brookfield Business Partners L.P. dated May 5, 2022 (incorporated by reference to Exhibit 99.4 to Brookfield Business Partners L.P.’s Current Report on Form 6-K filed on May 13, 2022)

99.13	Second Amendment to Commitment Agreement between Brookfield Corporation and Brookfield Business Partners L.P. dated November 7, 2023 (incorporated by reference to Exhibit 4.12 to Brookfield Business Partners L.P.’s Annual Report on Form 20-F for the year ended December 31, 2023, filed on March 1, 2024)

99.14	Third Amendment to Commitment Agreement between Brookfield Corporation and Brookfield Business Partners L.P. dated November 4, 2025

99.15	Voting Agreement by and among Brookfield Corporation, Brookfield BBP Canadian GP L.P., Brookfield CanGP Limited, Brookfield BBP (Canada) Holdings L.P. and Brookfield BBP Canada Holdings Inc. dated June 1, 2016 (incorporated by reference to Exhibit 99.7 to Brookfield Business Partners L.P.’s Current Report on Form 6-K filed on June 22, 2016)

99.16	Sixth Amended and Restated Credit Agreement by and among Brookfield Business L.P., Brookfield BBP Canada Holdings Inc., Brookfield BBP Bermuda Holdings Limited, Brookfield BBP US Holdings LLC and the other borrowers thereto, Brookfield Business Partners L.P., BBUC Holdings Inc. and Brookfield Corporate Treasury dated September 1, 2025

99.17	Amended and Restated Limited Partnership Agreement of Brookfield Business L.P., dated May 31, 2016, as amended by the first amendment thereto, dated June 17, 2016, and as further amended by the second amendment thereto dated May 18, 2020 (incorporated by reference to Exhibit 99.2 to Brookfield Business Partners L.P.’s Current Report on Form 6-K filed on May 21, 2020)

99.18	Third Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Business L.P. dated March 15, 2022 (incorporated by reference to Exhibit 99.3 to Brookfield Business Partners L.P.’s Current Report on Form 6-K filed on March 21, 2022)

99.19	Guarantee by BBUC Holdings Inc. in favor of certain global party lenders, dated March 15, 2022 (incorporated by reference to Exhibit 99.4 to Brookfield Business Holdings Corporation’s Current Report on Form 6-K filed on March 21, 2022)

99.20	Amendment to the Guarantee by BBUC Holdings Inc. in favour of certain global party lenders, dated May 31, 2022 (incorporated by reference to Exhibit 4.14 to Brookfield Business Holdings Corporation’s Annual Report on Form 20-F for the year ended December 31, 2023, filed on March 1, 2024)

99.21	Equity Commitment Agreement between Brookfield Business Holdings Corporation and Brookfield BBP Canada Holdings Inc., dated March 15, 2022 (incorporated by reference to Exhibit 99.6 to Brookfield Business Partners L.P.’s Current Report on Form 6-K filed on March 21, 2022)

99.22	Amended and Restated Credit Agreement between BBUC Holdings Inc., as lender, and Brookfield BBP Canada Holdings Inc., as borrower, dated October 17, 2023 (incorporated by reference to Exhibit 4.6 to Brookfield Business Holdings Corporation’s Annual Report on Form 20-F for the year ended December 31, 2024, filed March 31, 2025)

99.23	Amended and Restated Credit Agreement between Brookfield BBP Canada Holdings Inc., as lender, and BBUC Holdings Inc., as borrower, dated October 17, 2023 (incorporated by reference to Exhibit 4.7 to Brookfield Business Holdings Corporation’s Annual Report on Form 20-F for the year ended December 31, 2024, filed March 31, 2025)

99.24	Code of Business Conduct and Ethics

99.25	Audit Committee Charter

99.26	Clawback Policy

99.27	Personal Trading Policy (incorporated by reference to Exhibit 11.1 to Brookfield Business Partners L.P.’s Annual Report on Form 20-F for the year ended December 31, 2024, filed on April 10, 2025)

99.28	Notice of Change in Corporate Structure

Brookfield Business (NYSE: BBU) overhauls structure, credit and registration pacts

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What major corporate change does Brookfield Business Corporation (BBU) report in this Form 6-K?

How were Brookfield Business Partners L.P. (BBP) units treated in the March 2026 arrangement?

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What does the new Registration Rights Agreement between Brookfield Corporation and BBUC provide?

What changes were made to the Brookfield Business Partners L.P. partnership agreement?

What is the role of the Sixth Amended and Restated Credit Agreement in this filing?

Which governance policies does Brookfield Business Corporation include as exhibits in this 6-K?

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		BROOKFIELD BUSINESS CORPORATION

Date:	March 27, 2026	By:	/s/ A.J. Silber
			Name: A.J. Silber
			Title: Managing Director and Corporate Secretary

Trending News

Brookfield Business (NYSE: BBU) overhauls structure, credit and registration pacts

Rhea-AI Filing Summary

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FAQ

What major corporate change does Brookfield Business Corporation (BBU) report in this Form 6-K?

How were Brookfield Business Partners L.P. (BBP) units treated in the March 2026 arrangement?

What is the size of Brookfield’s preferred securities commitment to Brookfield Business Partners L.P.?

What does the new Registration Rights Agreement between Brookfield Corporation and BBUC provide?

What changes were made to the Brookfield Business Partners L.P. partnership agreement?

What is the role of the Sixth Amended and Restated Credit Agreement in this filing?

Which governance policies does Brookfield Business Corporation include as exhibits in this 6-K?

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NYSE:BBU

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