Common use of Covenants of the REIT Clause in Contracts

Covenants of the REIT. 3.1 The REIT covenants and agrees with the Underwriters that: (a) the Offered Securities will be duly and validly created, authorized and issued on the payment therefor and such Offered Securities will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus and any Amendment; (b) at the time of their issuance in accordance with the terms of the Trust Indenture, the Underlying Units will be duly and validly authorized and issued and such Underlying Units have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus and any Amendment; (c) the REIT has prepared and filed the Base Shelf Prospectus and it shall fulfill, to the satisfaction of the Underwriters, all legal requirements to be fulfilled by it to enable the Offered Securities to be offered for sale and sold to the public in Canada by or through the Selling Firms who comply with all applicable Securities Laws in each of the Qualifying Jurisdictions; such fulfillment shall include, without limiting the generality of the foregoing, compliance with all applicable Securities Laws including, without limitation, the preparation and filing of the Prospectus Supplement in both the English and French languages in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions, such approval to be evidenced by the signing of the Prospectus Supplement by the REIT and the Underwriters; and for greater certainty, the REIT will, as soon as possible following the execution of this Agreement, and, in any event, not later than 8:00 p.m. (Vancouver time) on June 2, 2017 (or such other time and/or date as the REIT and CIBC World Markets, on behalf of the Underwriters, may in writing agree) prepare and file the Prospectus Supplement in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions with the Securities Commissions under the Securities Laws; (d) until the completion of the distribution of the Offered Securities, it shall allow and assist the Underwriters to participate fully in the preparation of the Prospectus Supplement and any Amendment, the U.S. Private Placement Memorandum and any amendment to the U.S. Private Placement Memorandum, and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfill the Underwriters’ obligations as underwriters, to enable the Underwriters to avail themselves of a defence to any claim for misrepresentation in the Supplemented Prospectus, any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in any such documentation. It shall be a condition precedent to the Underwriters’ execution of any certificate in the Prospectus Supplement or any Amendment that the Underwriters be satisfied, acting reasonably, as to the form and content of the document and the execution thereby of such certificate shall be conclusive evidence of such satisfaction; (e) it will comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of the applicable Securities Laws and during the period from the date of signing the Prospectus Supplement by the Underwriters to the date of completion of distribution of the Offered Securities, will promptly notify the Underwriters in writing of the full particulars of any material change, actual, anticipated or threatened, in the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the Eastern Seaboard Properties, or of any change in any material fact contained or referred to in the Supplemented Prospectus, any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, and of the existence of any material fact which is, or may be, of such a nature as to render the Supplemented Prospectus, any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, untrue, false or misleading in a material respect or result in a misrepresentation. It shall, to the satisfaction of the Underwriters and their counsel, acting reasonably, promptly comply with all applicable filing and other requirements under the Securities Laws in the Qualifying Jurisdictions as a result of such change. It shall, in good faith, first discuss with CIBC World Markets any change in circumstances (actual, proposed or, within the REIT’s Knowledge, threatened) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this paragraph 3.1(e) and, in any event, prior to making any filing referred to in this paragraph 3.1(e). For greater certainty but not so as to limit the generality of the foregoing, it is understood and agreed that, during the period from the date of signing the Prospectus Supplement by the Underwriters to the date of completion of the distribution of the Offered Securities, if the Underwriters reasonably determine, after consultation with the REIT, that a material change or change in a material fact has occurred which makes untrue or misleading any statement of a material fact contained in the Supplemented Prospectus, in any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, or which may result in a misrepresentation, the REIT will: (i) prepare and file promptly any Amendment or any amendment to the U.S. Private Placement Memorandum which in its opinion, acting reasonably, may be necessary or advisable, after consultation with the Underwriters; and (ii) contemporaneously with filing the Amendment or any amendment to the U.S. Private Placement Memorandum under the Laws of the Qualifying Jurisdictions, deliver to the Underwriters: (A) a copy of the Amendment or any amendment to the U.S. Private Placement Memorandum, signed as required by the Securities Laws; (B) a copy of all documents relating to the proposed distribution of the Offered Securities and file them with the Amendment or any amendment to the U.S. Private Placement Memorandum under the applicable Securities Laws; and (C) such other documents as the Underwriters shall reasonably require; and (f) it will ensure that, when issued, the Offered Securities and Underlying Units issuable hereunder will be conditionally approved for listing on the Exchange, subject only to compliance with the Standard Listing Conditions. 3.2 During the period commencing on the date hereof and ending on the date the Underwriters notify the REIT of the completion of the distribution of the Offered Securities, the REIT will promptly inform the Underwriters of the full particulars of: (a) any request of any Securities Commission for any amendment to the Supplemented Prospectus or any Amendment or for any additional information in connection with the Offering; (b) the issuance by any Securities Commission, the Exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the REIT or of the institution or threat of institution of any proceedings for that purpose; or (c) any notice or other correspondence received by any of the REIT Entities from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into any of the REIT Entities or their business that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the completion of the Offering. 3.3 The REIT agrees that it will not agree, and will cause the other REIT Entities not to agree, to (A) any change to the aggregate purchase price for the Eastern Seaboard Properties as set forth in the Eastern Seaboard PSA, (B) any material changes to the assets to be acquired or liabilities to be assumed by the REIT, directly or indirectly, pursuant to the Eastern Seaboard PSA, or (C) any material changes to the terms of the acquisition of the Eastern Seaboard Portfolio to the extent such terms are described in the Supplemented Prospectus or any Amendment, in each case, without the consent of CIBC World Markets, on behalf of the Underwriters, which consent may not be unreasonably withheld or delayed. 3.4 The REIT will use commercially reasonable efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Underwriters may reasonably require from time to time for the purpose of giving effect to the transactions contemplated by this Agreement, the Trust Indenture, the Eastern Seaboard PSA, the Supplemented Prospectus and the U.S. Private Placement Memorandum and take all such steps as may be reasonably within its power to implement to the full extent the provisions of this Agreement and the transactions contemplated thereby, by the Supplemented Prospectus and the U.S. Private Placement Memorandum. 3.5 The REIT will apply the net proceeds from the issue and sale of the Offered Securities substantially in accordance with the disclosure set forth under the heading “Use of Proceeds” in the Prospectus Supplement.

Covenants of the REIT. 3.1 The REIT covenants and agrees with the Underwriters that: (a) the Offered Securities Units will be duly and validly created, authorized and issued on the payment therefor and such Offered Securities Units will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Preliminary Prospectus, the Prospectus and any Amendment; (b) at the time of their issuance in accordance with the terms of the Trust Indenture, the Underlying Units will be duly and validly authorized and issued and such Underlying Units have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus and any Amendment; (c) the REIT has prepared and filed the Base Shelf Prospectus and it shall fulfill, fulfill to the satisfaction of the Underwriters, Underwriters all legal requirements to be fulfilled by it to enable the Offered Securities Units to be offered for sale and sold to the public in Canada by or through the Selling Firms who comply with all applicable Securities Laws in each of the Qualifying Jurisdictions; such fulfillment shall include, without limiting the generality of the foregoing, compliance with all applicable Securities Laws including, without limitation, the preparation and filing of the Preliminary Prospectus Supplement in both the English and French languages in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions, the preparation and filing of the Prospectus in both the English and French languages in such Qualifying Jurisdictions with such changes from the Preliminary Prospectus as the REIT and the Underwriters may approve, such approval to be evidenced by the signing of the Prospectus Supplement by the REIT and the Underwriters, and the obtaining of an NP 11-202 receipt therefor from the British Columbia Securities Commission as soon as possible after the filing but in any event on or before the Qualification Deadline, and the delivering of a copy thereof to the Underwriters and their counsel; and for greater certainty, the REIT will, as soon as possible following the execution of this Agreement, and, in any event, not later than 8:00 2:00 p.m. (Vancouver time) on June 2December 9, 2017 2016 (or such other time and/or date as the REIT and CIBC World Markets, on behalf of the Underwriters, may in writing agree) prepare and file the Preliminary Prospectus in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions with the Securities Commissions under the Securities Laws and will obtain an NP 11-202 receipt for the Preliminary Prospectus from the principal regulator on behalf of the Securities Commissions in each of the Qualifying Jurisdictions therefor on the date of such filing and deliver a copy thereof to the Underwriters and their counsel; and for greater certainty, the REIT will use its commercially reasonable efforts to promptly satisfy or resolve all comments of the Securities Commissions regarding the Preliminary Prospectus and will, as soon as possible following the satisfaction or resolution of such comments, and, in any event, not later than the Qualification Deadline (or such other time and/or date as the REIT and CIBC World Markets, on behalf of the Underwriters, may in writing agree) prepare and file the Prospectus Supplement in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions accordance with the Securities Commissions under the Securities LawsNP 11-202; (dc) until the completion of the distribution of the Offered SecuritiesUnits, it shall allow and assist the Underwriters to participate fully in the preparation of the Preliminary Prospectus, the Prospectus Supplement and any Amendment, the U.S. Private Placement Memorandum and any amendment to the U.S. Private Placement Memorandum, Amendment and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfill the Underwriters’ obligations as underwriters, to enable the Underwriters to avail themselves of a defence to any claim for misrepresentation in the Supplemented Preliminary Prospectus, any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement Memorandum, Amendment and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in any such documentation. It shall be a condition precedent to the Underwriters’ execution of any certificate in the Preliminary Prospectus, the Prospectus Supplement or any Amendment that the Underwriters be satisfied, acting reasonably, as to the form and content of the document and the execution thereby of such certificate shall be conclusive evidence of such satisfaction; (ed) it will comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of the applicable Securities Laws and during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of distribution of the Offered SecuritiesUnits, will promptly notify the Underwriters in writing of the full particulars of any material change, actual, anticipated or threatened, in the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the Eastern Seaboard Properties, or of any change in any material fact contained or referred to in the Supplemented Preliminary Prospectus, the Prospectus or in any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, and of the existence of any material fact which is, or may be, of such a nature as to render the Supplemented Preliminary Prospectus, the Prospectus or any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, untrue, false or misleading in a material respect or result in a misrepresentation. It shall, to the satisfaction of the Underwriters and their counsel, acting reasonably, promptly comply with all applicable filing and other requirements under the Securities Laws in the Qualifying Jurisdictions as a result of such change. It shall, in good faith, first discuss with CIBC World Markets any change in circumstances (actual, proposed or, within the REIT’s Knowledge, threatened) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this paragraph 3.1(e3.1(d) and, in any event, prior to making any filing referred to in this paragraph 3.1(e3.1(d). For greater certainty but not so as to limit the generality of the foregoing, it is understood and agreed that, during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of the distribution of the Offered SecuritiesUnits, if the Underwriters reasonably determine, after consultation with the REIT, that a material change or change in a material fact has occurred which makes untrue or misleading any statement of a material fact contained in the Supplemented Preliminary Prospectus, the Prospectus or in any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, or which may result in a misrepresentation, the REIT will: (i) prepare and file promptly any Amendment or any amendment to the U.S. Private Placement Memorandum which in its opinion, acting reasonably, may be necessary or advisable, after consultation with the Underwriters; and (ii) contemporaneously with filing the Amendment or any amendment to the U.S. Private Placement Memorandum under the Laws of the Qualifying Jurisdictions, deliver to the Underwriters: (A) a copy of the Amendment or any amendment to the U.S. Private Placement MemorandumAmendment, signed as required by the Securities Laws; (B) a copy of all documents relating to the proposed distribution of the Offered Securities Units and file them with the Amendment or any amendment to the U.S. Private Placement Memorandum under the applicable Securities Laws; and (C) such other documents as the Underwriters shall reasonably require; and (fe) it will ensure that, when issued, the Offered Securities and Underlying Units issuable hereunder will be conditionally approved for listing on the Exchange, subject only to compliance with the Standard Listing Conditions. 3.2 During the period commencing on the date hereof and ending on the date the Underwriters notify the REIT of the completion of the distribution of the Offered SecuritiesUnits, the REIT will promptly inform the Underwriters of the full particulars of: (a) any request of any Securities Commission for any amendment to the Supplemented Preliminary Prospectus, the Prospectus or any Amendment or for any additional information in connection with the Offering; (b) the issuance by any Securities Commission, the Exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the REIT or of the institution or threat of institution of any proceedings for that purpose; or (c) any notice or other correspondence received by any of the REIT Entities from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into any of the REIT Entities or their business that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the completion of the Offering. 3.3 The REIT agrees that it will not agree, and will cause the other REIT Entities not to agree, to (A) any change to the aggregate purchase price for the Eastern Seaboard Properties as set forth in the Eastern Seaboard PSA, (B) any material changes to the assets to be acquired or liabilities to be assumed by the REIT, directly or indirectly, pursuant to the Eastern Seaboard PSA, or (C) any material changes to the terms of the acquisition of the Eastern Seaboard Portfolio to the extent such terms are described in the Supplemented Prospectus or any Amendment, in each case, without the consent of CIBC World Markets, on behalf of the Underwriters, which consent may not be unreasonably withheld or delayed. 3.4 The REIT will use commercially reasonable efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Underwriters may reasonably require from time to time for the purpose of giving effect to the transactions contemplated by this Agreement, the Trust Indenture, the Eastern Seaboard PSA, the Supplemented Preliminary Prospectus and the U.S. Private Placement Memorandum Prospectus and take all such steps as may be reasonably within its power to implement to the full extent the provisions of this Agreement and the transactions contemplated thereby, by thereby and the Supplemented Preliminary Prospectus and the U.S. Private Placement MemorandumProspectus. 3.5 3.4 The REIT will apply the net proceeds from the issue and sale of the Offered Securities Units substantially in accordance with the disclosure set forth under the heading “Use of Proceeds” in the Prospectus SupplementProspectus.

Covenants of the REIT. 3.1 The REIT covenants and agrees with the Underwriters that: (a) the Offered Securities Subscription Receipts will be duly and validly created, authorized and issued on the payment therefor and such Offered Securities Subscription Receipts will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Preliminary Prospectus, the Prospectus and any Amendment; (b) at the time of their issuance in accordance with the terms of the Trust Indenture, the Underlying Units will be duly and validly authorized and issued and such Underlying Units have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus and any Amendment; (c) the REIT has prepared and filed the Base Shelf Prospectus and it shall fulfill, fulfill to the satisfaction of the Underwriters, Underwriters all legal requirements to be fulfilled by it to enable the Offered Securities Subscription Receipts to be offered for sale and sold to the public in Canada by or through the Selling Firms who comply with all applicable Securities Laws in each of the Qualifying Jurisdictions; such fulfillment shall include, without limiting the generality of the foregoing, compliance with all applicable Securities Laws including, without limitation, the preparation and filing of the Preliminary Prospectus Supplement in both the English and French languages in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions, the preparation and filing of the Prospectus in such Qualifying Jurisdictions with such changes from the Preliminary Prospectus as the REIT and the Underwriters may approve, such approval to be evidenced by the signing of the Prospectus Supplement by the REIT and the Underwriters, and the obtaining of an NP 11-202 receipt therefor from the British Columbia Securities Commission as soon as possible after the filing but in any event on or before the Qualification Deadline, and the delivering of a copy thereof to the Underwriters and their counsel; and for greater certainty, the REIT will, as soon as possible following the execution of this Agreement, and, in any event, not later than 8:00 1:00 p.m. (Vancouver time) on June 2October 17, 2017 2013 (or such other time and/or date as the REIT and CIBC World Marketsthe Co-Lead Underwriters, on behalf of the Underwriters, may in writing agree) prepare and file the Preliminary Prospectus Supplement in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions with the Securities Commissions under the Securities LawsLaws and will obtain an NP 11-202 receipt for the Preliminary Prospectus from the principal regulator on behalf of the Securities Commissions in each of the Qualifying Jurisdictions therefor on the date of such filing and deliver a copy thereof to the Underwriters and their counsel; and for greater certainty, the REIT will use its commercially reasonable efforts to promptly satisfy or resolve all comments of the Securities Commissions regarding the Preliminary Prospectus and will, as soon as possible following the satisfaction or resolution of such comments, and, in any event, not later than the Qualification Deadline (or such other time and/or date as the REIT and the Co-Lead Underwriters, on behalf of the Underwriters, may in writing agree) prepare and file the Prospectus in accordance with NP 11-202; (dc) until the completion of the distribution of the Offered SecuritiesSubscription Receipts, it shall allow and assist the Underwriters to participate fully in the preparation of the Preliminary Prospectus, the Prospectus Supplement and any Amendment, the U.S. Private Placement Memorandum and any amendment to the U.S. Private Placement Memorandum, Amendment and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfill the Underwriters’ obligations as underwriters, to enable the Underwriters to avail themselves of a defence to any claim for misrepresentation in the Supplemented Preliminary Prospectus, any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement Memorandum, Amendment and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in any such documentation. It shall be a condition precedent to the Underwriters’ execution of any certificate in the Preliminary Prospectus, the Prospectus Supplement or any Amendment that the Underwriters be satisfied, acting reasonably, as to the form and content of the document and the execution thereby of such certificate shall be conclusive evidence of such satisfaction; (ed) it will comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of the applicable Securities Laws and during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of distribution of the Offered SecuritiesSubscription Receipts, will promptly notify the Underwriters in writing of the full particulars of any material change, actual, anticipated or threatened, in the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the Eastern Seaboard Acquisition Properties, or of any change in any material fact contained or referred to in the Supplemented Preliminary Prospectus, the Prospectus or in any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, and of the existence of any material fact which is, or may be, of such a nature as to render the Supplemented Preliminary Prospectus, the Prospectus or any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, untrue, false or misleading in a material respect or result in a misrepresentation. It shall, to the satisfaction of the Underwriters and their counsel, acting reasonably, promptly comply with all applicable filing and other requirements under the Securities Laws in the Qualifying Jurisdictions as a result of such change. It shall, in good faith, first discuss with CIBC World Markets the Co-Lead Underwriters any change in circumstances (actual, proposed or, within the REIT’s Knowledge, threatened) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this paragraph 3.1(e3.1(d) and, in any event, prior to making any filing referred to in this paragraph 3.1(e3.1(d). For greater certainty but not so as to limit the generality of the foregoing, it is understood and agreed that, during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of the distribution of the Offered SecuritiesSubscription Receipts, if the Underwriters reasonably determine, after consultation with the REIT, that a material change or change in a material fact has occurred which makes untrue or misleading any statement of a material fact contained in the Supplemented Preliminary Prospectus, the Prospectus or in any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, or which may result in a misrepresentation, the REIT will: (i) prepare and file promptly any Amendment or any amendment to the U.S. Private Placement Memorandum which in its opinion, acting reasonably, may be necessary or advisable, after consultation with the Underwriters; and (ii) contemporaneously with filing the Amendment or any amendment to the U.S. Private Placement Memorandum under the Laws of the Qualifying Jurisdictions, deliver to the Underwriters: (A) a copy of the Amendment or any amendment to the U.S. Private Placement MemorandumAmendment, signed as required by the Securities Laws; (B) a copy of all documents relating to the proposed distribution of the Offered Securities Subscription Receipts and file them filed with the Amendment or any amendment to the U.S. Private Placement Memorandum under the applicable Securities Laws; and (C) such other documents as the Underwriters shall reasonably require; and; and (fe) it will ensure that, when issued, the Offered Securities and Underlying Units Subscription Receipts issuable hereunder will be conditionally approved for listing on the Exchange, subject only to compliance with the Standard Listing Conditions. 3.2 During the period commencing on the date hereof and ending on the date the Underwriters notify the REIT of the completion of the distribution of the Offered SecuritiesSubscription Receipts, the REIT will promptly inform the Underwriters of the full particulars of: (a) any request of any Securities Commission for any amendment to the Supplemented Preliminary Prospectus, the Prospectus or any Amendment or for any additional information in connection with the Offering; (b) the issuance by any Securities Commission, the Exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the REIT or of the institution or threat of institution of any proceedings for that purpose; or (c) any notice or other correspondence received by any of the REIT Entities them from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into any of the REIT Entities them or their business that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the completion of the Offering. 3.3 The REIT agrees that it will not agree, and will cause the other REIT Entities not to agree, to to (A) any change to the aggregate purchase price for the Eastern Seaboard Acquisition Properties as set forth in the Eastern Seaboard PSAPurchase and Sale Agreement, (B) any material changes to the assets to be acquired or liabilities to be assumed by the REIT, directly or indirectly, pursuant to the Eastern Seaboard PSAPurchase and Sale Agreement, (C) any changes to, or waivers of, any material condition (Cin the determination of the REIT, acting reasonably) to the closing of the Acquisition as set forth in the Purchase and Sale Agreement or (D) any material changes to the terms of the acquisition of the Eastern Seaboard Portfolio Acquisition to the extent such terms are described in the Supplemented Prospectus or any AmendmentProspectuses, in each case, without the consent of CIBC World Marketsthe Co-Lead Underwriters, on behalf of the Underwriters, which consent may not be unreasonably withheld or delayed; provided, however, that the parties hereto acknowledge that the Acquisition may involve completion of the acquisition of three of the four Acquisition Properties, in the manner contemplated by the Purchase and Sale Agreement. 3.4 The REIT will use commercially reasonable efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Underwriters may reasonably require from time to time for the purpose of giving effect to the transactions contemplated by this Agreement, the Trust IndentureSubscription Receipt Agreement, the Eastern Seaboard PSAPurchase and Sale Agreement, the Supplemented Preliminary Prospectus and the U.S. Private Placement Memorandum Prospectus and take all such steps as may be reasonably within its power to implement to the full extent the provisions of this Agreement and the transactions contemplated thereby, by thereby and the Supplemented Preliminary Prospectus and the U.S. Private Placement MemorandumProspectus. 3.5 The REIT will apply the net proceeds from the issue and sale of the Offered Securities Subscription Receipts substantially in accordance with the disclosure set forth under the heading “Use of Proceeds” in the Prospectus SupplementProspectus.

Covenants of the REIT. 3.1 The REIT covenants and agrees with the Underwriters that: (a) 3.1 the Offered Securities Debentures will be duly and validly created, authorized and issued on the payment therefor and such Offered Securities Debentures will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in Agreement, the Supplemented Prospectus and any Amendment; (b) at 3.2 the time of their issuance in accordance with the terms of the Trust Indenture, the Underlying Debenture Units will be duly and validly authorized for issuance and, when issued upon the conversion, redemption or repayment of the Debentures or for delivery to the Debenture Trustee in respect of the payment of interest on the Debentures in accordance with the Indenture, will be issued as fully paid and issued non-assessable and such Underlying Units will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in Agreement, the Supplemented Prospectus and any Amendment; (c) the REIT has prepared and filed the Base Shelf Prospectus and 3.3 it shall fulfill, fulfill to the satisfaction of the Underwriters, Underwriters all legal requirements to be fulfilled by it the REIT to enable the Offered Securities Debentures to be offered for sale and sold to the public in Canada by or through the Selling Firms who comply with all applicable Securities Laws in each of the Qualifying Jurisdictions; the REIT will use its reasonable best efforts to fulfill all legal requirements to permit the distribution of the Debentures in each Qualifying Jurisdiction as soon as possible but in any event not later than the Qualification Deadline; such fulfillment shall include, without limiting the generality of the foregoing, compliance with all applicable Securities Laws including, without limitation, compliance with all requirements with respect to the preparation and filing of the Preliminary Prospectus in each of the Qualifying Jurisdictions and the preparation and filing of the Prospectus Supplement in both the English and French languages in form and substance satisfactory to the Underwriters in each of the Qualifying JurisdictionsJurisdictions with such changes from the Preliminary Prospectus as the REIT and the Underwriters (acting reasonably) may approve, such approval to be evidenced by the signing of the Prospectus Supplement by the REIT and the Underwriters; and for greater certainty, the REIT will, as soon as possible following the execution of this Agreement, and, in any event, not later than 8:00 p.m. (Vancouver time) on June 2, 2017 (or such other time and/or date as the REIT and CIBC World Markets, on behalf of the Underwriters, may in writing agree) prepare and file the Prospectus Supplement in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions with the Securities Commissions under the Securities Laws; (d) until the completion of the distribution of the Offered Securities, 3.4 it shall allow and assist the Underwriters to participate fully in the preparation of the Prospectus Supplement Prospectus, any Amendment and any Amendment, the U.S. Private Placement Memorandum and any amendment to the U.S. Private Placement Memorandum, Supplementary Material and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfill the Underwriters’ obligations as underwriters, to enable the Underwriters to avail themselves of a defence to any claim for misrepresentation in the Supplemented Prospectus, any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, underwriters and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in any such documentation. It shall be a condition precedent to the Underwriters’ execution of any certificate in the Prospectus Supplement or any Amendment that the Underwriters be satisfied, acting reasonably, as to the form and content of the document and the execution thereby of such certificate shall be conclusive evidence of such satisfaction; (e) 3.5 it will comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of the applicable Securities Laws in each of the Qualifying Jurisdictions and during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of distribution of the Offered SecuritiesDebentures, will promptly notify inform the Underwriters in writing of the full particulars of any material changechange (for greater certainty, material in the context of the Assets and the related business), actual, anticipated anticipated, contemplated or threatened, in the businessoperating, financial or physical condition of the Assets or in the financial condition, assets, liabilities (contingent liabilities, business, affairs or otherwise), results of operations or prospects of the REIT (on and its subsidiaries taken as a consolidated basis) or the Eastern Seaboard Properties, whole or of any change in any material fact (which, for purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or referred to in the Supplemented Preliminary Prospectus, any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement MemorandumAmendment or Supplementary Material, and of the existence of any material fact which is, or may be, of such a nature as to render the Supplemented Preliminary Prospectus, any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement MemorandumAmendment or Supplementary Material, untrue, false or misleading in a material respect or result in a misrepresentationmisrepresentation or which would result in the Prospectus not complying with applicable Securities Laws. It The REIT shall, to the satisfaction of the Underwriters and their counsel, counsel acting reasonably, promptly comply with all applicable filing and other requirements under the Securities Laws in the Qualifying Jurisdictions as a result of such change. It The REIT shall, in good faith, first discuss with CIBC World Markets the Underwriters any change in circumstances (actual, actual or proposed or, within the REIT’s Knowledge, threatenedknowledge) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this paragraph 3.1(e) 3.5 and, in any event, prior to making any filing referred to in this paragraph 3.1(e)3.5. For greater certainty but not so as to limit the generality of the foregoingcertainty, it is understood and agreed that, during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of the distribution of the Offered SecuritiesDebentures, if the Underwriters reasonably determine, after consultation with the REIT, that a material change or change in a material fact has occurred which or a previously undisclosed material fact has been discovered which, in any case, makes untrue or misleading any statement of a material fact contained in the Supplemented Prospectus, in any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement MemorandumAmendment or Supplementary Material thereto, or which may result in a misrepresentation, the REIT will: (i) 3.5.1 after consultation with the Underwriters, prepare and file promptly any Amendment or any amendment to the U.S. Private Placement Memorandum which in its opinionopinion and the opinion of the Underwriters, acting reasonably, may be necessary or advisable, after consultation with the Underwriters; and (ii) 3.5.2 contemporaneously with filing the Amendment or any amendment to the U.S. Private Placement Memorandum under the Laws of the Qualifying Jurisdictionsapplicable Securities Laws, deliver to the Underwriters: (A) 3.5.2.1 a copy of the Amendment or any amendment to the U.S. Private Placement MemorandumAmendment, originally signed as required by the Securities Laws; (B) a 3.5.2.2 an originally signed copy of all documents relating to the proposed distribution of the Offered Securities Debentures and file them filed with the Amendment or any amendment to the U.S. Private Placement Memorandum under the applicable Securities Laws; and (C) 3.5.2.3 such other documents as the Underwriters shall reasonably require; 3.6 it will not, and will use its reasonable efforts to ensure that the trustees and senior officers of the REIT listed in the AIF under “Trustees and Officers of the REIT” (other than any of such officers who are not, as of the date of filing, employees of the REIT, but including any trustees of and/or senior officers employed by the REIT and not so listed in the AIF) do not, bid for or purchase, for their own account or any account in which they have a beneficial interest, any units of the REIT or any Debentures exchangeable or exercisable for or convertible into units of the REIT after the date hereof until the Closing Date without the written consent of TD Securities, not to be unreasonably withheld or delayed; 3.7 it will use its commercially reasonable efforts to achieve and maintain the REIT’s status in the Qualifying Jurisdictions as a reporting issuer, or its equivalent, not in default under the Securities Laws; and (f) 3.8 it will ensure that, when issuedupon the issue thereof, the Offered Securities Debentures and Underlying the Debenture Units issuable hereunder will be conditionally approved for listing on the Stock Exchange, subject only to compliance with the Standard Listing Conditionsstandard listing conditions. 3.2 During the period commencing on the date hereof and ending on the date the Underwriters notify the REIT of the completion of the distribution of the Offered Securities, the REIT will promptly inform the Underwriters of the full particulars of: (a) any request of any Securities Commission for any amendment to the Supplemented Prospectus or any Amendment or for any additional information in connection with the Offering; (b) the issuance by any Securities Commission, the Exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the REIT or of the institution or threat of institution of any proceedings for that purpose; or (c) any notice or other correspondence received by any of the REIT Entities from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into any of the REIT Entities or their business that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the completion of the Offering. 3.3 The REIT agrees that it will not agree, and will cause the other REIT Entities not to agree, to (A) any change to the aggregate purchase price for the Eastern Seaboard Properties as set forth in the Eastern Seaboard PSA, (B) any material changes to the assets to be acquired or liabilities to be assumed by the REIT, directly or indirectly, pursuant to the Eastern Seaboard PSA, or (C) any material changes to the terms of the acquisition of the Eastern Seaboard Portfolio to the extent such terms are described in the Supplemented Prospectus or any Amendment, in each case, without the consent of CIBC World Markets, on behalf of the Underwriters, which consent may not be unreasonably withheld or delayed. 3.4 The REIT will use commercially reasonable efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Underwriters may reasonably require from time to time for the purpose of giving effect to the transactions contemplated by this Agreement, the Trust Indenture, the Eastern Seaboard PSA, the Supplemented Prospectus and the U.S. Private Placement Memorandum and take all such steps as may be reasonably within its power to implement to the full extent the provisions of this Agreement and the transactions contemplated thereby, by the Supplemented Prospectus and the U.S. Private Placement Memorandum. 3.5 The REIT will apply the net proceeds from the issue and sale of the Offered Securities substantially in accordance with the disclosure set forth under the heading “Use of Proceeds” in the Prospectus Supplement.

Covenants of the REIT. 3.1 The REIT covenants and agrees with the Underwriters that: (a) 3.1.1 the Offered Securities Units will be duly and validly created, authorized and issued on the payment therefor and such Offered Securities Units will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Preliminary Prospectus, the Prospectus and any Amendment; (b) at the time of their issuance in accordance with the terms of the Trust Indenture, the Underlying Units will be duly and validly authorized and issued and such Underlying Units have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus and any Amendment; (c) the REIT has prepared and filed the Base Shelf Prospectus and 3.1.2 it shall fulfill, fulfill to the satisfaction of the Underwriters, Underwriters all legal requirements to be fulfilled by it to enable the Offered Securities Units to be offered for sale and sold (i) to the public in Canada by or through the Selling Firms who comply with all applicable Securities Laws in each of the Qualifying JurisdictionsJurisdictions and (ii) in the United States in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws to Qualified Institutional Buyers in accordance with Rule 144A; the REIT will use commercially reasonable efforts to fulfill all legal requirements to permit the distribution of the Offered Units in each Qualifying Jurisdiction as soon as possible but in any event not later than the Qualification Deadline; such fulfillment shall include, without limiting the generality of the foregoing, compliance with all applicable Securities Laws including, without limitation, compliance with all requirements with respect to the preparation and filing of the Preliminary Prospectus Supplement and the Prospectus in both the English and French languages in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions, such approval to be evidenced by the signing of the Prospectus Supplement by the REIT and the Underwriters; and for greater certainty, the REIT will, as soon as possible following the execution of this Agreement, and, in any event, not later than 8:00 p.m. (Vancouver time) on June 2, 2017 (or such other time and/or date as the REIT and CIBC World Markets, on behalf of the Underwriters, may in writing agree) prepare and file the Prospectus Supplement in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions with the Securities Commissions under the Securities Laws, the preparation and filing of the Prospectus in such Qualifying Jurisdictions with such changes from the Preliminary Prospectus as the REIT and the Underwriters may approve, such approval to be evidenced by the signing of the Prospectus by the REIT and the Underwriters, and the obtaining of an NP 11-202 receipt therefor from the Ontario Securities Commission as soon as possible after the filing but in any event on or before the Qualification Deadline, and the delivering of a copy thereof to the Underwriters and their counsel; and, for greater certainty, the REIT will, as soon as possible following the execution of this Agreement (or such other time and/or date as the REIT and the Joint Bookrunners, on behalf of the Underwriters, may in writing agree) prepare and file the Preliminary Prospectus in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions with the Securities Commissions under the Securities Laws, and will use its reasonable efforts to obtain an NP 11-202 receipt for the Preliminary Prospectus from the principal regulator on behalf of the Securities Commissions in each of the Qualifying Jurisdictions therefor on the date of such filing, and in any event shall obtain such receipt no later than the next Business Day after the date of such filing, and deliver a copy thereof to the Underwriters and their counsel; and, for greater certainty, the REIT will use its reasonable commercial efforts to promptly satisfy or resolve all comments of the Securities Commissions regarding the Preliminary Prospectus and will, as soon as possible following the satisfaction or resolution of such comments, and, in any event, not later than the Qualification Deadline (or such other time and/or date as the REIT and the Joint Bookrunners, on behalf of the Underwriters, may in writing agree) prepare and file the Prospectus in accordance with NP 11-202; 3.1.3 it will provide its full cooperation, and cause its management to provide their full cooperation, in marketing the Offering as the Underwriters may reasonably request, including in connection with the preparation of any marketing materials for provision to any potential investor in the Offered Units that the Underwriters reasonably request, and any template version of any such marketing materials shall be agreed upon by the REIT and the Joint Bookrunners, each acting reasonably (dwhich agreement shall constitute the Underwriters' authority to use such Marketing Documents, including any limited-use versions thereof, in connection with the Offering), and file such template version with the Securities Commissions as soon as reasonably practical after it has been so agreed upon by the REIT and the Joint Bookrunners and, in any event, not later than the day on which such marketing materials have or will be first provided to any potential investor in the Offering. Any comparables (and all disclosure relating to such comparables) shall be redacted (to the fullest extent permitted by NI 44-101) from the template version of any marketing materials filed with the Securities Commissions pursuant to this paragraph 3.1.3 and, where applicable, a complete template version of such marketing materials (containing the redacted comparables and related disclosure) shall be delivered to the applicable Securities Commissions by the REIT in compliance with NI 44-101; 3.1.4 until the completion of the distribution of the Offered SecuritiesUnits, it shall allow and assist the Underwriters to participate fully in the preparation of the Prospectus Supplement and Preliminary Prospectus, the Prospectus, any Amendment, the Preliminary U.S. Private Placement Memorandum and the U.S. Private Placement Memorandum and any amendment to the U.S. Private Placement Memorandum, and shall allow the Underwriters to conduct all “"due diligence” " investigations which the Underwriters may reasonably require to fulfill the Underwriters’ ' obligations as underwriters, to enable the Underwriters to avail themselves of a defence to any claim for misrepresentation in the Supplemented Preliminary Prospectus, any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement Memorandum, Amendment and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in any such documentation. It shall be a condition precedent to the Underwriters’ ' execution of any certificate in the Preliminary Prospectus, the Prospectus Supplement or any Amendment that the Underwriters be satisfied, acting reasonably, as to the form and content of the document and the execution thereby of such certificate shall be conclusive evidence of such satisfaction; (e) 3.1.5 it will comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of the applicable Securities Laws and during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of distribution of the Offered SecuritiesUnits, will promptly notify the Underwriters in writing of the full particulars of any material change, actual, anticipated anticipated, contemplated, proposed or threatened, in the business, financial condition, assets, liabilities (contingent or otherwise), ) or results of operations or prospects of the REIT (on a consolidated basis) or the Eastern Seaboard Properties, or of any change in any material fact contained or referred to in the Supplemented Preliminary Prospectus, the Prospectus or in any Amendment, Amendment or in the Preliminary U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, and of the existence of any material fact which is, or may be, of such a nature as to render the Supplemented Preliminary Prospectus, the Prospectus or any Amendment, Amendment or the Preliminary U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, untrue, false or misleading in a material respect or result in a misrepresentation. It shall, to the satisfaction of the Underwriters and their counsel, acting reasonably, promptly comply with all applicable filing and other requirements under the Securities Laws in the Qualifying Jurisdictions (and any applicable U.S. Securities Laws) as a result of such change. It shall, in good faith, first discuss with CIBC World Markets the Joint Bookrunners any change in circumstances (actual, proposed or, within the REIT’s 's Knowledge, threatened) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this paragraph 3.1(e) 3.1.5 and, in any event, prior to making any filing referred to in this paragraph 3.1(e)3.1.5. For greater certainty but not so as to limit the generality of the foregoing, it is understood and agreed that, during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of the distribution of the Offered SecuritiesUnits, if the Underwriters Joint Bookrunners reasonably determine, after consultation with the REIT, that a material change or change in a material fact has occurred which makes untrue or misleading any statement of a material fact contained in the Supplemented Preliminary Prospectus, the Prospectus or in any Amendment, Amendment or in the Preliminary U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, or which may result in a misrepresentation, the REIT will: (i) 3.1.5.1 prepare and file promptly any Amendment or any amendment to the U.S. Private Placement Memorandum which in its opinion, acting reasonably, may be necessary or advisable, after consultation with the Underwriters; and (ii) 3.1.5.2 contemporaneously with filing the Amendment or any amendment to the U.S. Private Placement Memorandum under the Laws applicable laws of the Qualifying Jurisdictions, deliver to the Underwriters: (A) 3.1.5.2.1 a copy of the Amendment or any amendment to the U.S. Private Placement MemorandumAmendment, signed by the REIT as required by the Securities Laws; (B) 3.1.5.2.2 a copy of all documents relating to the proposed distribution of the Offered Securities Units by the REIT and file them filed with the Amendment or any amendment to the U.S. Private Placement Memorandum under the applicable Securities Laws; and (C) 3.1.5.2.3 such other documents of the REIT as the Underwriters shall reasonably require; and; (f) 3.1.6 it will ensure that, when issued, the Offered Securities and Underlying Units issuable hereunder will be conditionally approved for listing on the Stock Exchange, subject only to compliance with the Standard Listing Conditions. 3.2 During the period commencing on the date hereof and ending on the date the Underwriters Joint Bookrunners, on behalf of the Underwriters, notify the REIT of the completion of the distribution of the Offered SecuritiesUnits, the REIT will promptly inform the Underwriters of the full particulars of: (a) 3.2.1 any request of any Securities Commission for any amendment to the Supplemented Preliminary Prospectus, the Prospectus or any Amendment or for any additional information in connection with the Offering; (b) 3.2.2 the issuance by any Securities Commission, the Stock Exchange or any other Governmental Authority (including the SEC) of any order to cease or suspend trading of any securities of the REIT or of the institution or threat of institution of any proceedings for that purpose; orand (c) 3.2.3 any notice or other correspondence received by any of the REIT Entities them from any Governmental Authority (including the SEC) requesting information, a meeting or a hearing or commencing or threatening any investigation into any of the REIT Entities them or their business that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), ) or results of operations or prospects of the REIT (on a consolidated basis) or the completion of the Offering. 3.3 The REIT agrees that it will not agreewill, and will cause each of the other REIT Entities not to agreeto, to (A) any change to the aggregate purchase price for the Eastern Seaboard Properties as set forth in the Eastern Seaboard PSA, (B) any material changes to the assets to be acquired or liabilities to be assumed by the REIT, directly or indirectly, pursuant to the Eastern Seaboard PSA, or (C) any material changes to the terms of the acquisition of the Eastern Seaboard Portfolio to the extent such terms are described in the Supplemented Prospectus or any Amendment, in each case, without the consent of CIBC World Markets, on behalf of the Underwriters, which consent may not be unreasonably withheld or delayed. 3.4 The REIT will use commercially reasonable commercial efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Underwriters may reasonably require from time to time for the purpose of giving effect to the transactions contemplated by this Agreement, the Trust Indenture, the Eastern Seaboard PSA, the Supplemented Prospectus and the U.S. Private Placement Memorandum and take all such steps as may be reasonably within its power to implement to the full extent the provisions of this Agreement and the transactions contemplated thereby, by the Supplemented Prospectus and the U.S. Private Placement Memorandum. 3.5 3.4 The REIT will apply the net proceeds from the issue and sale of the Offered Securities Units substantially in accordance with the disclosure set forth under the heading “"Use of Proceeds” " in the Prospectus SupplementProspectus.

Covenants of the REIT. 3.1 The REIT covenants and agrees with the Underwriters that: (a) the Offered Securities Units will be duly and validly created, authorized and issued on the payment therefor and such Offered Securities Units will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Preliminary Prospectus, the Prospectus and any Amendment; (b) at the time of their issuance in accordance with the terms of the Trust Indenture, the Underlying Units will be duly and validly authorized and issued and such Underlying Units have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus and any Amendment; (c) the REIT has prepared and filed the Base Shelf Prospectus and it shall fulfill, fulfill to the satisfaction of the Underwriters, Underwriters all legal requirements to be fulfilled by it to enable the Offered Securities Units to be offered for sale and sold to the public in Canada by or through the Selling Firms who comply with all applicable Securities Laws in each of the Qualifying Jurisdictions; such fulfillment shall include, without limiting the generality of the foregoing, compliance with all applicable Securities Laws including, without limitation, the preparation and filing of the Preliminary Prospectus Supplement in both the English and French languages in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions, the preparation and filing of the Prospectus in both the English and French languages in such Qualifying Jurisdictions with such changes from the Preliminary Prospectus as the REIT and the Underwriters may approve, such approval to be evidenced by the signing of the Prospectus Supplement by the REIT and the Underwriters, and the obtaining of an NP 11-202 receipt therefor from the British Columbia Securities Commission as soon as possible after the filing but in any event on or before the Qualification Deadline, and the delivering of a copy thereof to the Underwriters and their counsel; and for greater certainty, the REIT will, as soon as possible following the execution of this Agreement, and, in any event, not later than 8:00 2:00 p.m. (Vancouver time) on June 2October 10, 2017 2014 (or such other time and/or date as the REIT and CIBC World Marketsthe Co-Lead Underwriters, on behalf of the Underwriters, may in writing agree) prepare and file the Preliminary Prospectus Supplement in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions with the Securities Commissions under the Securities LawsLaws and will obtain an NP 11-202 receipt for the Preliminary Prospectus from the principal regulator on behalf of the Securities Commissions in each of the Qualifying Jurisdictions therefor on the date of such filing and deliver a copy thereof to the Underwriters and their counsel; and for greater certainty, the REIT will use its commercially reasonable efforts to promptly satisfy or resolve all comments of the Securities Commissions regarding the Preliminary Prospectus and will, as soon as possible following the satisfaction or resolution of such comments, and, in any event, not later than the Qualification Deadline (or such other time and/or date as the REIT and the Co-Lead Underwriters, on behalf of the Underwriters, may in writing agree) prepare and file the Prospectus in accordance with NP 11-202; (dc) until the completion of the distribution of the Offered SecuritiesUnits, it shall allow and assist the Underwriters to participate fully in the preparation of the Preliminary Prospectus, the Prospectus Supplement and any Amendment, the U.S. Private Placement Memorandum and any amendment to the U.S. Private Placement Memorandum, Amendment and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfill the Underwriters’ obligations as underwriters, to enable the Underwriters to avail themselves of a defence to any claim for misrepresentation in the Supplemented Preliminary Prospectus, any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement Memorandum, Amendment and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in any such documentation. It shall be a condition precedent to the Underwriters’ execution of any certificate in the Preliminary Prospectus, the Prospectus Supplement or any Amendment that the Underwriters be satisfied, acting reasonably, as to the form and content of the document and the execution thereby of such certificate shall be conclusive evidence of such satisfaction; (ed) it will comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of the applicable Securities Laws and during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of distribution of the Offered SecuritiesUnits, will promptly notify the Underwriters in writing of the full particulars of any material change, actual, anticipated or threatened, in the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the Eastern Seaboard Properties, or of any change in any material fact contained or referred to in the Supplemented Preliminary Prospectus, the Prospectus or in any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, and of the existence of any material fact which is, or may be, of such a nature as to render the Supplemented Preliminary Prospectus, the Prospectus or any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, untrue, false or misleading in a material respect or result in a misrepresentation. It shall, to the satisfaction of the Underwriters and their counsel, acting reasonably, promptly comply with all applicable filing and other requirements under the Securities Laws in the Qualifying Jurisdictions as a result of such change. It shall, in good faith, first discuss with CIBC World Markets the Co-Lead Underwriters any change in circumstances (actual, proposed or, within the REIT’s Knowledge, threatened) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this paragraph 3.1(e3.1(d) and, in any event, prior to making any filing referred to in this paragraph 3.1(e3.1(d). For greater certainty but not so as to limit the generality of the foregoing, it is understood and agreed that, during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of the distribution of the Offered SecuritiesUnits, if the Underwriters reasonably determine, after consultation with the REIT, that a material change or change in a material fact has occurred which makes untrue or misleading any statement of a material fact contained in the Supplemented Preliminary Prospectus, the Prospectus or in any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, or which may result in a misrepresentation, the REIT will: (i) prepare and file promptly any Amendment or any amendment to the U.S. Private Placement Memorandum which in its opinion, acting reasonably, may be necessary or advisable, after consultation with the Underwriters; and (ii) contemporaneously with filing the Amendment or any amendment to the U.S. Private Placement Memorandum under the Laws of the Qualifying Jurisdictions, deliver to the Underwriters: (A) a copy of the Amendment or any amendment to the U.S. Private Placement MemorandumAmendment, signed as required by the Securities Laws; (B) a copy of all documents relating to the proposed distribution of the Offered Securities Units and file them with the Amendment or any amendment to the U.S. Private Placement Memorandum under the applicable Securities Laws; and (C) such other documents as the Underwriters shall reasonably require; and (fe) it will ensure that, when issued, the Offered Securities and Underlying Units issuable hereunder will be conditionally approved for listing on the Exchange, subject only to compliance with the Standard Listing Conditions. 3.2 During the period commencing on the date hereof and ending on the date the Underwriters notify the REIT of the completion of the distribution of the Offered SecuritiesUnits, the REIT will promptly inform the Underwriters of the full particulars of: (a) any request of any Securities Commission for any amendment to the Supplemented Preliminary Prospectus, the Prospectus or any Amendment or for any additional information in connection with the Offering; (b) the issuance by any Securities Commission, the Exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the REIT or of the institution or threat of institution of any proceedings for that purpose; or (c) any notice or other correspondence received by any of the REIT Entities them from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into any of the REIT Entities them or their business that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the completion of the Offering. 3.3 The REIT agrees that it will not agree, and will cause the other REIT Entities not to agree, to to (A) any change to the aggregate purchase price for the Eastern Seaboard Oklahoma Properties as set forth in the Eastern Seaboard PSAOklahoma Properties Purchase and Sale Agreement and the Texas Properties as set forth in the Texas Properties Purchase and Sale Agreement, (B) any material changes to the assets to be acquired or liabilities to be assumed by the REIT, directly or indirectly, pursuant to the Eastern Seaboard PSAOklahoma Properties Purchase and Sale Agreement and the Texas Properties Purchase and Sale Agreement, (C) any changes to, or waivers of, any material condition (Cin the determination of the REIT, acting reasonably) to the closing of the Acquisitions as set forth in the Oklahoma Properties Purchase and Sale Agreement and the Texas Properties Purchase and Sale Agreement or (D) any material changes to the terms of the acquisition of the Eastern Seaboard Portfolio Acquisitions to the extent such terms are described in the Supplemented Prospectus or any AmendmentProspectuses, in each case, without the consent of CIBC World Marketsthe Co-Lead Underwriters, on behalf of the Underwriters, which consent may not be unreasonably withheld or delayed. 3.4 The REIT will use commercially reasonable efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Underwriters may reasonably require from time to time for the purpose of giving effect to the transactions contemplated by this Agreement, the Trust Indenture, the Eastern Seaboard PSA, the Supplemented Preliminary Prospectus and the U.S. Private Placement Memorandum Prospectus and take all such steps as may be reasonably within its power to implement to the full extent the provisions of this Agreement and the transactions contemplated thereby, by thereby and the Supplemented Preliminary Prospectus and the U.S. Private Placement MemorandumProspectus. 3.5 The REIT will apply the net proceeds from the issue and sale of the Offered Securities Units substantially in accordance with the disclosure set forth under the heading “Use of Proceeds” in the Prospectus SupplementProspectus.

Covenants of the REIT. 3.1 The REIT covenants and agrees with each of the Underwriters thatthat the REIT: (a) will advise the Offered Securities will be duly and validly createdUnderwriters promptly after receiving notice that the Preliminary Prospectus, authorized and issued on the payment therefor and such Offered Securities will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus and any AmendmentSupplementary Material have been filed and the Preliminary Receipt or the Final Receipt, as applicable, has been obtained therefor and will provide evidence satisfactory to the Underwriters of each such filing and the issuance of such Preliminary Receipt or Final Receipt, as applicable; (b) at will advise the time Underwriters promptly after receiving notice or obtaining knowledge of: (i) the issuance by any Securities Commission of their issuance in accordance with any order suspending or preventing the terms use of any Offering Document; (ii) the suspension of the Trust Indenturequalification of the Subscription Receipts for offering or sale in any of the Qualifying Jurisdictions; (iii) the institution, threatening or contemplation of any proceeding for any of the Underlying Units purposes described in (i) or (ii); or (iv) any request made by any Securities Commission to amend or supplement the Preliminary Prospectus or the Prospectus or for additional information, and it will be duly and validly authorized and issued and use its reasonable commercial efforts to prevent the issuance of any such Underlying Units have attributes corresponding in all material respects order or request and, if any such order or request is issued, to obtain the descriptions thereof in this Agreement and in the Supplemented Prospectus and any Amendmentwithdrawal of such order or request as promptly as possible; (c) the REIT has prepared and filed the Base Shelf Prospectus and it shall fulfill, fulfill to the satisfaction of the Underwriters, Underwriters all legal requirements to be fulfilled by it to enable the Offered Securities Subscription Receipts to be offered for sale and sold sold (i) to the public in Canada by or through the Selling Firms Group who comply with all applicable Securities Laws in each of the Qualifying Jurisdictions; such fulfillment shall include, without limiting and (ii) in the generality United States in transactions exempt from the registration requirements of the foregoing, compliance U.S. Securities Act and applicable state securities laws to Qualified Institutional Buyers in accordance with all applicable Securities Laws including, without limitation, the preparation and filing of the Prospectus Supplement Rule 144A (as defined in both the English and French languages in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions, such approval to be evidenced by the signing of the Prospectus Supplement by the REIT and the Underwriters; and for greater certainty, the REIT will, as soon as possible following the execution of this Agreement, and, in any event, not later than 8:00 p.m. (Vancouver time) on June 2, 2017 (or such other time and/or date as the REIT and CIBC World Markets, on behalf of the Underwriters, may in writing agree) prepare and file the Prospectus Supplement in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions with the Securities Commissions under the Securities LawsSchedule A hereto); (d) until the completion of the distribution of the Offered Securitieswill apply, it shall allow and assist the Underwriters or cause to participate fully in the preparation of the Prospectus Supplement and any Amendmentbe applied, the U.S. Private Placement Memorandum and any amendment to net proceeds from the U.S. Private Placement Memorandum, and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfill the Underwriters’ obligations Offering as underwriters, to enable the Underwriters to avail themselves of a defence to any claim for misrepresentation in the Supplemented Prospectus, any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in any such documentation. It shall be a condition precedent to the Underwriters’ execution of any certificate described in the Prospectus Supplement or any Amendment that under the Underwriters be satisfied, acting reasonably, as to the form and content heading "Use of the document and the execution thereby of such certificate shall be conclusive evidence of such satisfactionProceeds"; (e) it will comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of the applicable Securities Laws and during the period from the date of signing the Prospectus Supplement by the Underwriters to the date of completion of distribution of the Offered Securities, will promptly notify the Underwriters in writing of the full particulars of any material change, actual, anticipated or threatened, in the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the Eastern Seaboard Properties, or of any change in any material fact contained or referred to in the Supplemented Prospectus, any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, and of the existence of any material fact which is, or may be, of such a nature as to render the Supplemented Prospectus, any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, untrue, false or misleading in a material respect or result in a misrepresentation. It shall, to the satisfaction of the Underwriters and their counsel, acting reasonably, promptly comply with all applicable filing and other requirements under the Securities Laws in the Qualifying Jurisdictions as a result of such change. It shall, in good faith, first discuss with CIBC World Markets any change in circumstances (actual, proposed or, within the REIT’s Knowledge, threatened) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this paragraph 3.1(e) and, in any event, prior to making any filing referred to in this paragraph 3.1(e). For greater certainty but not so as to limit the generality of the foregoing, it is understood and agreed that, during the period from the date of signing the Prospectus Supplement by the Underwriters to the date of completion of the distribution of the Offered Securities, if the Underwriters reasonably determine, after consultation with the REIT, that a material change or change in a material fact has occurred which makes untrue or misleading any statement of a material fact contained in the Supplemented Prospectus, in any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, or which may result in a misrepresentation, the REIT will: (i) prepare and file promptly any Amendment or any amendment to the U.S. Private Placement Memorandum which in its opinion, acting reasonably, may be necessary or advisable, after consultation with the Underwriters; and (ii) contemporaneously with filing the Amendment or any amendment to the U.S. Private Placement Memorandum under the Laws of the Qualifying Jurisdictions, deliver to the Underwriters: (A) a copy of the Amendment or any amendment to the U.S. Private Placement Memorandum, signed as required by the Securities Laws; (B) a copy of all documents relating to the proposed distribution of the Offered Securities and file them with the Amendment or any amendment to the U.S. Private Placement Memorandum under the applicable Securities Laws; and (C) such other documents as the Underwriters shall reasonably require; and (f) it will ensure that, when issued, the Offered Securities and Underlying Units issuable hereunder will be conditionally approved for listing on the Exchange, subject only to compliance with the Standard Listing Conditions. 3.2 During the period commencing on the date hereof and ending on the date the Underwriters notify the REIT of the completion of the distribution of the Offered Securities, the REIT will promptly inform the Underwriters of the full particulars of: (a) any request of any Securities Commission for any amendment to the Supplemented Prospectus or any Amendment or for any additional information in connection with the Offering; (b) the issuance by any Securities Commission, the Exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the REIT or of the institution or threat of institution of any proceedings for that purpose; or (c) any notice or other correspondence received by any of the REIT Entities from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into any of the REIT Entities or their business that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the completion of the Offering. 3.3 The REIT agrees that it will not agree, and will cause the other REIT Entities not to agree, to (Ai) any change to the aggregate purchase price for the Eastern Seaboard Properties as set forth in the Eastern Seaboard PSA, (B) any material changes to the assets to be acquired or liabilities to be assumed by the REIT, directly or indirectly, pursuant to the Eastern Seaboard PSA, or (C) any material changes to the terms of the acquisition Transaction, or the Transaction Agreement, the Environmental Indemnity Agreement, the Co-Ownership Agreements, the Lease Amendments or the Sobeys Leases, or (ii) a waiver of any condition to the closing of the Eastern Seaboard Portfolio to the extent such terms are described in the Supplemented Prospectus or any Amendment, in each case, Transaction without the consent of CIBC World Markets, on behalf of the Underwriters, which consent may not be unreasonably withheld or delayed.withheld; 3.4 The REIT (f) will use commercially reasonable commercial efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Underwriters may reasonably require from time to time for the purpose of giving effect to this Agreement and the Related Agreements and the transactions contemplated by this Agreement, the Trust Indenture, the Eastern Seaboard PSA, the Supplemented Prospectus and the U.S. Private Placement Memorandum and take all such steps as may be reasonably within its power to implement to the full extent the provisions of this Agreement and the Related Agreements and the transactions contemplated thereby, by the Supplemented Prospectus and the U.S. Private Placement Memorandum. 3.5 The REIT will apply the net proceeds from the issue and sale Prospectus, including, without limitation, obtaining unitholder approval of the Offered Securities substantially Transaction prior to the Transaction Closing Date in accordance compliance with the disclosure set forth rules and policies of the TSX; (g) shall cause to be delivered to the Underwriters, at the Time of Closing, a reliance letter from Stantec, dated the Closing Date, in form and substance satisfactory to the Underwriters and their counsel, addressed to the Underwriters, permitting such parties to rely on the environmental reports and property condition reports prepared by Stantec with respect to the properties acquired by the REIT Entities that are referred to in the Preliminary Prospectus under the heading “Use section entitled "Recent Developments"; (h) shall cause to be delivered to the Underwriters a reliance letter from Stantec regarding each environmental report and property condition report prepared by Stantec in respect of Proceeds” any Acquisition Property and delivered to the REIT prior to the Transaction Closing Time, in form and substance satisfactory to the Prospectus SupplementUnderwriters and their counsel, addressed to the Underwriters, permitting such parties to rely on such environmental report or property condition report; and (i) will not declare any cash distributions to holders of Units with a record date prior to the Closing Date.

Covenants of the REIT. 3.1 The REIT covenants and agrees with the Underwriters that: (a) the Offered Securities Units will be duly and validly created, authorized and issued on the payment therefor and such Offered Securities Units will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Preliminary Prospectus, the Prospectus and any Amendment; (b) at the time of their issuance in accordance with the terms of the Trust Indenture, the Underlying Units will be duly and validly authorized and issued and such Underlying Units have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus and any Amendment; (c) the REIT has prepared and filed the Base Shelf Prospectus and it shall fulfill, fulfill to the satisfaction of the Underwriters, Underwriters all legal requirements to be fulfilled by it to enable the Offered Securities Units to be offered for sale and sold to the public in Canada by or through the Selling Firms who comply with all applicable Securities Laws in each of the Qualifying Jurisdictions; such fulfillment shall include, without limiting the generality of the foregoing, compliance with all applicable Securities Laws including, without limitation, the preparation and filing of the Preliminary Prospectus Supplement in both the English and French languages in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions, the preparation and filing of the Prospectus in both the English and French languages in such Qualifying Jurisdictions with such changes from the Preliminary Prospectus as the REIT and the Underwriters may approve, such approval to be evidenced by the signing of the Prospectus Supplement by the REIT and the Underwriters, and the obtaining of an NP 11-202 receipt therefor from the British Columbia Securities Commission as soon as possible after the filing but in any event on or before the Qualification Deadline, and the delivering of a copy thereof to the Underwriters and their counsel; and for greater certainty, the REIT will, as soon as possible following the execution of this Agreement, and, in any event, not later than 8:00 2:00 p.m. (Vancouver time) on June 2July 11, 2017 2016 (or such other time and/or date as the REIT and CIBC World Marketsthe Lead Underwriter, on behalf of the Underwriters, may in writing agree) prepare and file the Preliminary Prospectus Supplement in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions with the Securities Commissions under the Securities LawsLaws and will obtain an NP 11-202 receipt for the Preliminary Prospectus from the principal regulator on behalf of the Securities Commissions in each of the Qualifying Jurisdictions therefor on the date of such filing and deliver a copy thereof to the Underwriters and their counsel; and for greater certainty, the REIT will use its commercially reasonable efforts to promptly satisfy or resolve all comments of the Securities Commissions regarding the Preliminary Prospectus and will, as soon as possible following the satisfaction or resolution of such comments, and, in any event, not later than the Qualification Deadline (or such other time and/or date as the REIT and the Lead Underwriter, on behalf of the Underwriters, may in writing agree) prepare and file the Prospectus in accordance with NP 11-202; (dc) until the completion of the distribution of the Offered SecuritiesUnits, it shall allow and assist the Underwriters to participate fully in the preparation of the Preliminary Prospectus, the Prospectus Supplement and any Amendment, the U.S. Private Placement Memorandum and any amendment to the U.S. Private Placement Memorandum, Amendment and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfill the Underwriters’ obligations as underwriters, to enable the Underwriters to avail themselves of a defence to any claim for misrepresentation in the Supplemented Preliminary Prospectus, any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement Memorandum, Amendment and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in any such documentation. It shall be a condition precedent to the Underwriters’ execution of any certificate in the Preliminary Prospectus, the Prospectus Supplement or any Amendment that the Underwriters be satisfied, acting reasonably, as to the form and content of the document and the execution thereby of such certificate shall be conclusive evidence of such satisfaction; (ed) it will comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of the applicable Securities Laws and during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of distribution of the Offered SecuritiesUnits, will promptly notify the Underwriters in writing of the full particulars of any material change, actual, anticipated or threatened, in the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the Eastern Seaboard Properties, or of any change in any material fact contained or referred to in the Supplemented Preliminary Prospectus, the Prospectus or in any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, and of the existence of any material fact which is, or may be, of such a nature as to render the Supplemented Preliminary Prospectus, the Prospectus or any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, untrue, false or misleading in a material respect or result in a misrepresentation. It shall, to the satisfaction of the Underwriters and their counsel, acting reasonably, promptly comply with all applicable filing and other requirements under the Securities Laws in the Qualifying Jurisdictions as a result of such change. It shall, in good faith, first discuss with CIBC World Markets the Lead Underwriter any change in circumstances (actual, proposed or, within the REIT’s Knowledge, threatened) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this paragraph 3.1(e3.1(d) and, in any event, prior to making any filing referred to in this paragraph 3.1(e3.1(d). For greater certainty but not so as to limit the generality of the foregoing, it is understood and agreed that, during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of the distribution of the Offered SecuritiesUnits, if the Underwriters reasonably determine, after consultation with the REIT, that a material change or change in a material fact has occurred which makes untrue or misleading any statement of a material fact contained in the Supplemented Preliminary Prospectus, the Prospectus or in any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, or which may result in a misrepresentation, the REIT will: (i) prepare and file promptly any Amendment or any amendment to the U.S. Private Placement Memorandum which in its opinion, acting reasonably, may be necessary or advisable, after consultation with the Underwriters; and (ii) contemporaneously with filing the Amendment or any amendment to the U.S. Private Placement Memorandum under the Laws of the Qualifying Jurisdictions, deliver to the Underwriters: (A) a copy of the Amendment or any amendment to the U.S. Private Placement MemorandumAmendment, signed as required by the Securities Laws; (B) a copy of all documents relating to the proposed distribution of the Offered Securities Units and file them with the Amendment or any amendment to the U.S. Private Placement Memorandum under the applicable Securities Laws; and (C) such other documents as the Underwriters shall reasonably require; and (fe) it will ensure that, when issued, the Offered Securities and Underlying Units issuable hereunder will be conditionally approved for listing on the Exchange, subject only to compliance with the Standard Listing Conditions. 3.2 During the period commencing on the date hereof and ending on the date the Underwriters notify the REIT of the completion of the distribution of the Offered SecuritiesUnits, the REIT will promptly inform the Underwriters of the full particulars of: (a) any request of any Securities Commission for any amendment to the Supplemented Preliminary Prospectus, the Prospectus or any Amendment or for any additional information in connection with the Offering; (b) the issuance by any Securities Commission, the Exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the REIT or of the institution or threat of institution of any proceedings for that purpose; or (c) any notice or other correspondence received by any of the REIT Entities from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into any of the REIT Entities or their business that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the completion of the Offering. 3.3 The REIT agrees that it will not agree, and will cause the other REIT Entities not to agree, to (A) any change to the aggregate purchase price for the Eastern Seaboard Properties as set forth in the Eastern Seaboard PSA, (B) any material changes to the assets to be acquired or liabilities to be assumed by the REIT, directly or indirectly, pursuant to the Eastern Seaboard PSA, or (C) any material changes to the terms of the acquisition of the Eastern Seaboard Portfolio to the extent such terms are described in the Supplemented Prospectus or any Amendment, in each case, without the consent of CIBC World Markets, on behalf of the Underwriters, which consent may not be unreasonably withheld or delayed. 3.4 The REIT will use commercially reasonable efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Underwriters may reasonably require from time to time for the purpose of giving effect to the transactions contemplated by this Agreement, the Trust Indenture, the Eastern Seaboard PSA, the Supplemented Preliminary Prospectus and the U.S. Private Placement Memorandum Prospectus and take all such steps as may be reasonably within its power to implement to the full extent the provisions of this Agreement and the transactions contemplated thereby, by thereby and the Supplemented Preliminary Prospectus and the U.S. Private Placement MemorandumProspectus. 3.5 3.4 The REIT will apply the net proceeds from the issue and sale of the Offered Securities Units substantially in accordance with the disclosure set forth under the heading “Use of Proceeds” in the Prospectus SupplementProspectus.

Covenants of the REIT. 3.1 The REIT covenants and agrees with the Underwriters that: (a) the Offered Securities Subscription Receipts will be duly and validly created, authorized and issued on the payment therefor and such Offered Securities Subscription Receipts will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Preliminary Prospectus, the Prospectus and any Amendment; (b) at the time of their issuance in accordance with the terms of the Trust Indenture, the Underlying Units will be duly and validly authorized and issued and such Underlying Units have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus and any Amendment; (c) the REIT has prepared and filed the Base Shelf Prospectus and it shall fulfill, fulfill to the satisfaction of the Underwriters, Underwriters all legal requirements to be fulfilled by it to enable the Offered Securities Subscription Receipts to be offered for sale and sold to the public in Canada by or through the Selling Firms who comply with all applicable Securities Laws in each of the Qualifying Jurisdictions; such fulfillment shall include, without limiting the generality of the foregoing, compliance with all applicable Securities Laws including, without limitation, the preparation and filing of the Preliminary Prospectus Supplement in both the English and French languages in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions, the preparation and filing of the Prospectus in such Qualifying Jurisdictions with such changes from the Preliminary Prospectus as the REIT and the Underwriters may approve, such approval to be evidenced by the signing of the Prospectus Supplement by the REIT and the Underwriters, and the obtaining of an NP 11-202 receipt therefor from the British Columbia Securities Commission as soon as possible after the filing but in any event on or before the Qualification Deadline, and the delivering of a copy thereof to the Underwriters and their counsel; and for greater certainty, the REIT will, as soon as possible following the execution of this Agreement, and, in any event, not later than 8:00 1:00 p.m. (Vancouver time) on June 2October 17, 2017 2013 (or such other time and/or date as the REIT and CIBC World Marketsthe Co-Lead Underwriters, on behalf of the Underwriters, may in writing agree) prepare and file the Preliminary Prospectus Supplement in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions with the Securities Commissions under the Securities LawsLaws and will obtain an NP 11-202 receipt for the Preliminary Prospectus from the principal regulator on behalf of the Securities Commissions in each of the Qualifying Jurisdictions therefor on the date of such filing and deliver a copy thereof to the Underwriters and their counsel; and for greater certainty, the REIT will use its commercially reasonable efforts to promptly satisfy or resolve all comments of the Securities Commissions regarding the Preliminary Prospectus and will, as soon as possible following the satisfaction or resolution of such comments, and, in any event, not later than the Qualification Deadline (or such other time and/or date as the REIT and the Co-Lead Underwriters, on behalf of the Underwriters, may in writing agree) prepare and file the Prospectus in accordance with NP 11-202; (dc) until the completion of the distribution of the Offered SecuritiesSubscription Receipts, it shall allow and assist the Underwriters to participate fully in the preparation of the Preliminary Prospectus, the Prospectus Supplement and any Amendment, the U.S. Private Placement Memorandum and any amendment to the U.S. Private Placement Memorandum, Amendment and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfill the Underwriters’ obligations as underwriters, to enable Underwrite the Underwriters to avail themselves of a defence to any claim for misrepresentation in the Supplemented Preliminary Prospectus, any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement Memorandum, Amendment and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in any such documentation. It shall be a condition precedent to the Underwriters’ execution of any certificate in the Porelfiminaary nPyrospeccteusr, tthie ficate Prospectus Supplement or any Amendment that the Underwriters be satisfied, acting reasonably, as to the form and content of the document and the execution thereby of such certificate shall be conclusive evidence of such satisfaction; (ed) it will comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of the applicable Securities Laws and during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of distribution of the Offered SecuritiesSubscription Receipts, will promptly notify the Underwriters in writing of the full particulars of any material change, actual, anticipated or threatened, in the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the Eastern Seaboard Acquisition Properties, or of any change in any material fact contained or referred to in the Supplemented Preliminary Prospectus, the Prospectus or in any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, and of the existence of any material fact which is, or may be, of such a nature as to render the Supplemented Preliminary Prospectus, the Prospectus or any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, untrue, false or misleading in a material respect or result in a misrepresentation. It shall, to the satisfaction of the Underwriters and their counsel, acting reasonably, promptly comply with all applicable filing and other requirements under the Securities Laws in the Qualifying Jurisdictions as a result of such change. It shall, in good faith, first discuss with CIBC World Markets the Co-Lead Underwriters any change in circumstances (actual, proposed or, within the REIT’s Knowledge, threatenedwiKtnhowilendge,tthhreaeteneRdE) which is of wIhiTch’issof such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this paragraph 3.1(e3.1(d) and, in any event, prior to making any filing referred to in this paragraph 3.1(e3.1(d). For greater certainty but not so as to limit the generality of the foregoing, it is understood and agreed that, during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of the distribution of the Offered SecuritiesSubscription Receipts, if the Underwriters reasonably determine, after consultation with the REIT, that a material change or change in a material fact has occurred which makes untrue or misleading any statement of a material fact contained in the Supplemented Preliminary Prospectus, the Prospectus or in any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, or which may result in a misrepresentation, the REIT will: (i) prepare and file promptly any Amendment or any amendment to the U.S. Private Placement Memorandum which in its opinion, acting reasonably, may be necessary or advisable, after consultation with the Underwriters; and (ii) contemporaneously with filing the Amendment or any amendment to the U.S. Private Placement Memorandum under the Laws of the Qualifying Jurisdictions, deliver to the Underwriters: (A) a copy of the Amendment or any amendment to the U.S. Private Placement MemorandumAmendment, signed as required by the Securities Laws; (B) a copy of all documents relating to the proposed distribution of the Offered Securities Subscription Receipts and file them filed with the Amendment or any amendment to the U.S. Private Placement Memorandum under the applicable Securities Laws; and (C) such other documents as the Underwriters shall reasonably require; and; and (fe) it will ensure that, when issued, the Offered Securities and Underlying Units Subscription Receipts issuable hereunder will be conditionally approved for listing on the Exchange, subject only to compliance with the Standard Listing Conditions. 3.2 During the period commencing on the date hereof and ending on the date the Underwriters notify the REIT of the completion of the distribution of the Offered SecuritiesSubscription Receipts, the REIT will promptly inform the Underwriters of the full particulars of: (a) any request of any Securities Commission for any amendment to the Supplemented Preliminary Prospectus, the Prospectus or any Amendment or for any additional information in connection with the Offering; (b) the issuance by any Securities Commission, the Exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the REIT or of the institution or threat of institution of any proceedings for that purpose; or (c) any notice or other correspondence received by any of the REIT Entities them from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into any of the REIT Entities them or their business that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the completion of the Offering. 3.3 The REIT agrees that it will not agree, and will cause the other REIT Entities not to agree, to to (A) any change to the aggregate purchase price for the Eastern Seaboard Acquisition Properties as set forth in the Eastern Seaboard PSAPurchase and Sale Agreement, (B) any material changes to the assets to be acquired or liabilities to be assumed by the REIT, directly or indirectly, pursuant to the Eastern Seaboard PSAPurchase and Sale Agreement, (C) any changes to, or waivers of, any material condition (Cin the determination of the REIT, acting reasonably) to the closing of the Acquisition as set forth in the Purchase and Sale Agreement or (D) any material changes to the terms of the acquisition of the Eastern Seaboard Portfolio Acquisition to the extent such terms are described in the Supplemented Prospectus or any AmendmentProspectuses, in each case, without the consent of CIBC World Marketsthe Co-Lead Underwriters, on behalf of the Underwriters, which consent may not be unreasonably withheld or delayed; provided, however, that the parties hereto acknowledge that the Acquisition may involve completion of the acquisition of three of the four Acquisition Properties, in the manner contemplated by the Purchase and Sale Agreement. 3.4 The REIT will use commercially reasonable efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Underwriters may reasonably require from time to time for the purpose of giving effect to the transactions contemplated by this Agreement, the Trust IndentureSubscription Receipt Agreement, the Eastern Seaboard PSAPurchase and Sale Agreement, the Supplemented Preliminary Prospectus and the U.S. Private Placement Memorandum Prospectus and take all such steps as may be reasonably within its power to implement to the full extent the provisions of this Agreement and the transactions contemplated thereby, by thereby and the Supplemented Preliminary Prospectus and the U.S. Private Placement MemorandumProspectus. 3.5 The REIT will apply the net proceeds from the issue and sale of the Offered Securities Subscription Receipts substantially in accordance with the disclosure set forth under the heading “Use of Proceeds” in the Prospectus Supplement.setUsefoforth un

Covenants of the REIT. 3.1 The REIT covenants and agrees with the Underwriters that: (a) 3.1 the Offered Securities will be duly and validly created, authorized and issued on the payment therefor and such Offered Securities will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus and any Amendment; (b) at the time of their issuance in accordance with the terms of the Trust Indenture, 3.2 the Underlying Units Securities will be duly and validly authorized for issuance and, when issued pursuant to the terms of the Subscription Receipts in accordance with the Subscription Receipt Agreement, or upon the conversion, redemption or repayment of the Debentures in accordance with the Indenture, or for delivery to the Debenture Trustee in respect of the payment of interest on the Debentures in accordance with the Indenture, as the case may be, will be issued as fully paid and issued non-assessable and such Underlying Units will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus and any Amendment; (c) the REIT has prepared and filed the Base Shelf Prospectus and 3.3 it shall fulfill, fulfill to the satisfaction of the Underwriters, Underwriters all legal requirements to be fulfilled by it the REIT to enable the Offered Securities to be offered for sale and sold to the public in Canada by or through the Selling Firms who comply with all applicable Securities Laws in each of the Qualifying Jurisdictions; the REIT will use its reasonable best efforts to fulfill all legal requirements to permit the distribution of the Offered Securities in each Qualifying Jurisdiction as soon as possible but in any event not later than the Qualification Deadline; such fulfillment shall include, without limiting the generality of the foregoing, compliance with all applicable Securities Laws including, without limitation, compliance with all requirements with respect to the preparation and filing of the Preliminary Prospectus in each of the Qualifying Jurisdictions and the preparation and filing of the Prospectus Supplement in both the English and French languages in form and substance satisfactory to the Underwriters in each of the Qualifying JurisdictionsJurisdictions with such changes from the Preliminary Prospectus as the REIT and the Underwriters (acting reasonably) may approve, such approval to be evidenced by the signing of the Prospectus Supplement by the REIT and the Underwriters; and for greater certainty, the REIT will, as soon as possible following the execution of this Agreement, and, in any event, not later than 8:00 p.m. (Vancouver time) on June 2, 2017 (or such other time and/or date as the REIT and CIBC World Markets, on behalf of the Underwriters, may in writing agree) prepare and file the Prospectus Supplement in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions with the Securities Commissions under the Securities Laws; (d) until the completion of the distribution of the Offered Securities, 3.4 it shall allow and assist the Underwriters to participate fully in the preparation of the Prospectus Supplement Prospectus, any Amendment and any Amendment, the U.S. Private Placement Memorandum and any amendment to the U.S. Private Placement Memorandum, Supplementary Material and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfill the Underwriters’ obligations as underwriters, to enable the Underwriters to avail themselves of a defence to any claim for misrepresentation in the Supplemented Prospectus, any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, underwriters and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in any such documentation. It shall be a condition precedent to the Underwriters’ execution of any certificate in the Prospectus Supplement or any Amendment that the Underwriters be satisfied, acting reasonably, as to the form and content of the document and the execution thereby of such certificate shall be conclusive evidence of such satisfaction; (e) 3.5 it will comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of the applicable Securities Laws in each of the Qualifying Jurisdictions and during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of distribution of the Offered Securities, will promptly notify inform the Underwriters in writing of the full particulars of any material changechange (for greater certainty, material in the context of the Assets and the related business), actual, anticipated anticipated, contemplated or threatened, in the businessoperating, financial or physical condition of the Assets or in the financial condition, assets, liabilities (contingent liabilities, business, affairs or otherwise), results of operations or prospects of the REIT (on and its subsidiaries taken as a consolidated basis) or the Eastern Seaboard Properties, whole or of any change in any material fact (which, for purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or referred to in the Supplemented Preliminary Prospectus, any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement MemorandumAmendment or Supplementary Material, and of the existence of any material fact which is, or may be, of such a nature as to render the Supplemented Preliminary Prospectus, any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement MemorandumAmendment or Supplementary Material, untrue, false or misleading in a material respect or result in a misrepresentationmisrepresentation or which would result in the Prospectus not complying with applicable Securities Laws. It The REIT shall, to the satisfaction of the Underwriters and their counsel, counsel acting reasonably, promptly comply with all applicable filing and other requirements under the Securities Laws in the Qualifying Jurisdictions as a result of such change. It The REIT shall, in good faith, first discuss with CIBC World Markets TD Securities any change in circumstances (actual, actual or proposed or, within the REIT’s Knowledge, threatenedknowledge) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this paragraph 3.1(e) 3.5 and, in any event, prior to making any filing referred to in this paragraph 3.1(e)3.5. For greater certainty but not so as to limit the generality of the foregoingcertainty, it is understood and agreed that, during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of the distribution of the Offered Securities, if the Underwriters reasonably determine, after consultation with the REIT, that a material change or change in a material fact has occurred which or a previously undisclosed material fact has been discovered which, in any case, makes untrue or misleading any statement of a material fact contained in the Supplemented Prospectus, in any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement MemorandumAmendment or Supplementary Material thereto, or which may result in a misrepresentation, the REIT will: (i) 3.5.1 after consultation with the Underwriters, prepare and file promptly any Amendment or any amendment to the U.S. Private Placement Memorandum which in its opinionopinion and the opinion of the Underwriters, acting reasonably, may be necessary or advisable, after consultation with the Underwriters; and (ii) 3.5.2 contemporaneously with filing the Amendment or any amendment to the U.S. Private Placement Memorandum under the Laws of the Qualifying Jurisdictionsapplicable Securities Laws, deliver to the Underwriters: (A) 3.5.2.1 a copy of the Amendment or any amendment to the U.S. Private Placement MemorandumAmendment, originally signed as required by the Securities Laws; (B) a 3.5.2.2 an originally signed copy of all documents relating to the proposed distribution of the Offered Securities and file them filed with the Amendment or any amendment to the U.S. Private Placement Memorandum under the applicable Securities Laws; and (C) 3.5.2.3 such other documents as the Underwriters shall reasonably require; and; (f) 3.6 it will not, and will use its reasonable efforts to ensure thatthat the trustees and senior officers of the REIT listed in the AIF under “Trustees and Officers of the REIT” (other than any of such trustees and/or senior officers who are not, when issued, the Offered Securities and Underlying Units issuable hereunder will be conditionally approved for listing on the Exchange, subject only to compliance with the Standard Listing Conditions. 3.2 During the period commencing on as of the date hereof and ending on of filing, employees of the date the Underwriters notify REIT, but including any trustees of and/or senior officers employed by the REIT of and not so listed in the completion of the distribution of the Offered SecuritiesAIF) do not, the REIT will promptly inform the Underwriters of the full particulars of: (a) any request of any Securities Commission bid for any amendment to the Supplemented Prospectus or purchase, for their own account or any Amendment or for any additional information account in connection with the Offering; (b) the issuance by any Securities Commissionwhich they have a beneficial interest, the Exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the REIT after the date hereof until the Closing Date without the written consent of TD Securities, not to be unreasonably withheld or of delayed; 3.7 it will use its commercially reasonable efforts to achieve and maintain the institution REIT’s status in the Qualifying Jurisdictions as a reporting issuer, or threat of institution of any proceedings for that purpose; orits equivalent, not in default under the Securities Laws; (c) any notice or other correspondence received 3.8 except as contemplated by any of the REIT Entities from any Governmental Authority requesting informationProspectus, a meeting or a hearing or commencing or threatening any investigation into any of the REIT Entities or their business that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the completion of the Offering. 3.3 The REIT agrees that it will not agree, and will cause the other REIT Entities not to agree, to (A) any change increase to the aggregate purchase price for the Eastern Seaboard Acquisition Properties as set forth in the Eastern Seaboard PSA, (B) any material changes to the assets to be acquired or liabilities to be assumed by the REIT, directly or indirectly, pursuant to the Eastern Seaboard PSA, or (C) any material changes to the terms of the acquisition of the Eastern Seaboard Portfolio to the extent such terms are described in the Supplemented Prospectus or any Amendment, in each case, without the consent of CIBC World Markets, on behalf of the Underwriters, which consent may not be unreasonably withheld or delayed. 3.4 The REIT will use commercially reasonable efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Underwriters may reasonably require from time to time for the purpose of giving effect to the transactions contemplated by this Agreement, the Trust Indenture, the Eastern Seaboard PSA, the Supplemented Prospectus and the U.S. Private Placement Memorandum and take all such steps as may be reasonably within its power to implement to the full extent the provisions of this Agreement and the transactions contemplated thereby, by the Supplemented Prospectus and the U.S. Private Placement Memorandum. 3.5 The REIT will apply the net proceeds from the issue and sale of the Offered Securities substantially in accordance with the disclosure set forth under the heading “Use of Proceeds” in the Prospectus Supplement.Acquisition Agreements,

Covenants of the REIT. 3.1 The REIT covenants and agrees with the Underwriters that: (a) 3.1 the Offered Securities Units will be duly and validly created, authorized and issued on the payment therefor and such Offered Securities Units will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus and any Amendment; (b) at the time of their issuance in accordance with the terms of the Trust Indenture, the Underlying Units will be duly and validly authorized and issued and such Underlying Units have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus and any Amendment; (c) the REIT has prepared and filed the Base Shelf Prospectus and 3.2 it shall fulfill, fulfill to the satisfaction of the Underwriters, Underwriters all legal requirements to be fulfilled by it the REIT to enable the Offered Securities Units to be offered for sale and sold to the public in Canada by or through the Selling Firms who comply with all applicable Securities Laws in each of the Qualifying Jurisdictions; the REIT will use its reasonable best efforts to fulfill all legal requirements to permit the distribution of the Units in each Qualifying Jurisdiction as soon as possible but in any event not later than the Qualification Deadline; such fulfillment shall include, without limiting the generality of the foregoing, compliance with all applicable Securities Laws including, without limitation, compliance with all requirements with respect to the preparation and filing of the Preliminary Prospectus in each of the Qualifying Jurisdictions and the preparation and filing of the Prospectus Supplement in both the English and French languages in form and substance satisfactory to the Underwriters in each of the Qualifying JurisdictionsJurisdictions with such changes from the Preliminary Prospectus as the REIT and the Underwriters (acting reasonably) may approve, such approval to be evidenced by the signing of the Prospectus Supplement by the REIT and the Underwriters; and for greater certainty, the REIT will, as soon as possible following the execution of this Agreement, and, in any event, not later than 8:00 p.m. (Vancouver time) on June 2, 2017 (or such other time and/or date as the REIT and CIBC World Markets, on behalf of the Underwriters, may in writing agree) prepare and file the Prospectus Supplement in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions with the Securities Commissions under the Securities Laws; (d) until the completion of the distribution of the Offered Securities, 3.3 it shall allow and assist the Underwriters to participate fully in the preparation of the Prospectus Supplement Prospectus, any Amendment and any Amendment, the U.S. Private Placement Memorandum and any amendment to the U.S. Private Placement Memorandum, Supplementary Material and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfill the Underwriters’ obligations as underwriters, to enable the Underwriters to avail themselves of a defence to any claim for misrepresentation in the Supplemented Prospectus, any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, underwriters and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in any such documentation. It shall be a condition precedent to the Underwriters’ execution of any certificate in the Prospectus Supplement or any Amendment that the Underwriters be satisfied, acting reasonably, as to the form and content of the document and the execution thereby of such certificate shall be conclusive evidence of such satisfaction; (e) 3.4 it will comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of the applicable Securities Laws in each of the Qualifying Jurisdictions and during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of distribution of the Offered SecuritiesUnits, will promptly notify inform the Underwriters in writing of the full particulars of any material changechange (for greater certainty, material in the context of the Assets and the related business), actual, anticipated anticipated, contemplated or threatened, in the businessoperating, financial or physical condition of the Assets or in the financial condition, assets, liabilities (contingent liabilities, business, affairs or otherwise), results of operations or prospects of the REIT (on and its subsidiaries taken as a consolidated basis) or the Eastern Seaboard Properties, whole or of any change in any material fact (which, for purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or referred to in the Supplemented Preliminary Prospectus, any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement MemorandumAmendment or Supplementary Material, and of the existence of any material fact which is, or may be, of such a nature as to render the Supplemented Preliminary Prospectus, any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement MemorandumAmendment or Supplementary Material, untrue, false or misleading in a material respect or result in a misrepresentationmisrepresentation or which would result in the Prospectus not complying with applicable Securities Laws. It The REIT shall, to the satisfaction of the Underwriters and their counsel, counsel acting reasonably, promptly comply with all applicable filing and other requirements under the Securities Laws in the Qualifying Jurisdictions as a result of such change. It The REIT shall, in good faith, first discuss with CIBC World Markets TD Securities any change in circumstances (actual, actual or proposed or, within the REIT’s Knowledge, threatenedknowledge) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this paragraph 3.1(e) 3.4 and, in any event, prior to making any filing referred to in this paragraph 3.1(e)3.4. For greater certainty but not so as to limit the generality of the foregoingcertainty, it is understood and agreed that, during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of the distribution of the Offered SecuritiesUnits, if the Underwriters reasonably determine, after consultation with the REIT, that a material change or change in a material fact has occurred which or a previously undisclosed material fact has been discovered which, in any case, makes untrue or misleading any statement of a material fact contained in the Supplemented Prospectus, in any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement MemorandumAmendment or Supplementary Material thereto, or which may result in a misrepresentation, the REIT will: (i) 3.4.1 after consultation with the Underwriters, prepare and file promptly any Amendment or any amendment to the U.S. Private Placement Memorandum which in its opinionopinion and the opinion of the Underwriters, acting reasonably, may be necessary or advisable, after consultation with the Underwriters; and (ii) 3.4.2 contemporaneously with filing the Amendment or any amendment to the U.S. Private Placement Memorandum under the Laws of the Qualifying Jurisdictionsapplicable Securities Laws, deliver to the Underwriters: (A) 3.4.2.1 a copy of the Amendment or any amendment to the U.S. Private Placement MemorandumAmendment, originally signed as required by the Securities Laws; (B) a 3.4.2.2 an originally signed copy of all documents relating to the proposed distribution of the Offered Securities Units and file them filed with the Amendment or any amendment to the U.S. Private Placement Memorandum under the applicable Securities Laws; and (C) 3.4.2.3 such other documents as the Underwriters shall reasonably require; 3.5 it will not, and will use its reasonable efforts to ensure that the trustees and senior officers of the REIT listed in the AIF under “Trustees and Officers of the REIT” (other than any of such trustees and/or senior officers who are not, as of the date of filing, employees of the REIT, but including any trustees of and/or senior officers employed by the REIT and not so listed in the AIF) do not, bid for or purchase, for their own account or any account in which they have a beneficial interest, any units of the REIT after the date hereof until the Closing Date without the written consent of TD Securities, not to be unreasonably withheld or delayed; 3.6 it will use its commercially reasonable efforts to achieve and maintain the REIT’s status in the Qualifying Jurisdictions as a reporting issuer, or its equivalent, not in default under the Securities Laws; and (f) 3.7 it will ensure that, when issuedupon the issue thereof, the Offered Securities and Underlying Units issuable hereunder will be conditionally approved for listing on the Stock Exchange, subject only to compliance with the Standard Listing Conditionsstandard listing conditions. 3.2 During the period commencing on the date hereof and ending on the date the Underwriters notify the REIT of the completion of the distribution of the Offered Securities, the REIT will promptly inform the Underwriters of the full particulars of: (a) any request of any Securities Commission for any amendment to the Supplemented Prospectus or any Amendment or for any additional information in connection with the Offering; (b) the issuance by any Securities Commission, the Exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the REIT or of the institution or threat of institution of any proceedings for that purpose; or (c) any notice or other correspondence received by any of the REIT Entities from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into any of the REIT Entities or their business that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the completion of the Offering. 3.3 The REIT agrees that it will not agree, and will cause the other REIT Entities not to agree, to (A) any change to the aggregate purchase price for the Eastern Seaboard Properties as set forth in the Eastern Seaboard PSA, (B) any material changes to the assets to be acquired or liabilities to be assumed by the REIT, directly or indirectly, pursuant to the Eastern Seaboard PSA, or (C) any material changes to the terms of the acquisition of the Eastern Seaboard Portfolio to the extent such terms are described in the Supplemented Prospectus or any Amendment, in each case, without the consent of CIBC World Markets, on behalf of the Underwriters, which consent may not be unreasonably withheld or delayed. 3.4 The REIT will use commercially reasonable efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Underwriters may reasonably require from time to time for the purpose of giving effect to the transactions contemplated by this Agreement, the Trust Indenture, the Eastern Seaboard PSA, the Supplemented Prospectus and the U.S. Private Placement Memorandum and take all such steps as may be reasonably within its power to implement to the full extent the provisions of this Agreement and the transactions contemplated thereby, by the Supplemented Prospectus and the U.S. Private Placement Memorandum. 3.5 The REIT will apply the net proceeds from the issue and sale of the Offered Securities substantially in accordance with the disclosure set forth under the heading “Use of Proceeds” in the Prospectus Supplement.

Covenants of the REIT. 3.1 The REIT covenants and agrees with the Underwriters that: (a) 3.1.1 the Offered Securities Units will be duly and validly created, authorized and issued on the payment therefor and such Offered Securities Units will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Preliminary Prospectus, the Prospectus and any Amendment; (b) at the time of their issuance in accordance with the terms of the Trust Indenture, the Underlying Units will be duly and validly authorized and issued and such Underlying Units have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus and any Amendment; (c) the REIT has prepared and filed the Base Shelf Prospectus and 3.1.2 it shall fulfill, fulfill to the satisfaction of the Underwriters, Underwriters all legal requirements to be fulfilled by it to enable the Offered Securities Units to be offered for sale and sold (i) to the public in Canada by or through the Selling Firms who comply with all applicable Securities Laws in each of the Qualifying JurisdictionsJurisdictions and (ii) in the United States in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws to Qualified Institutional Buyers in accordance with Rule 144A; the REIT will use commercially reasonable efforts to fulfill all legal requirements to permit the distribution of the Offered Units in each Qualifying Jurisdiction as soon as possible but in any event not later than the Qualification Deadline; such fulfillment shall include, without limiting the generality of the foregoing, compliance with all applicable Securities Laws including, without limitation, compliance with all requirements with respect to the preparation and filing of the Preliminary Prospectus Supplement and the Prospectus in both the English and French languages in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions, such approval to be evidenced by the signing of the Prospectus Supplement by the REIT and the Underwriters; and for greater certainty, the REIT will, as soon as possible following the execution of this Agreement, and, in any event, not later than 8:00 p.m. (Vancouver time) on June 2, 2017 (or such other time and/or date as the REIT and CIBC World Markets, on behalf of the Underwriters, may in writing agree) prepare and file the Prospectus Supplement in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions with the Securities Commissions under the Securities Laws; (d) until the completion of the distribution of the Offered Securities, it shall allow and assist the Underwriters to participate fully in the preparation and filing of the Prospectus Supplement in such Qualifying Jurisdictions with such changes from the Preliminary Prospectus as the REIT and any Amendment, the U.S. Private Placement Memorandum and any amendment to the U.S. Private Placement Memorandum, and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require approve, such approval to fulfill be evidenced by the signing of the Prospectus by the REIT and the Underwriters’ obligations , and the obtaining of an NP 11-202 receipt therefor from the Ontario Securities Commission as underwriterssoon as possible after the filing but in any event on or before the Qualification Deadline, to enable and the Underwriters to avail themselves delivering of a defence copy thereof to any claim for misrepresentation in the Supplemented Prospectus, any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in any such documentation. It shall be a condition precedent to the Underwriters’ execution of any certificate in the Prospectus Supplement or any Amendment that the Underwriters be satisfied, acting reasonably, as to the form and content of the document and the execution thereby of such certificate shall be conclusive evidence of such satisfaction; (e) it will comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of the applicable Securities Laws and during the period from the date of signing the Prospectus Supplement by the Underwriters to the date of completion of distribution of the Offered Securities, will promptly notify the Underwriters in writing of the full particulars of any material change, actual, anticipated or threatened, in the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the Eastern Seaboard Properties, or of any change in any material fact contained or referred to in the Supplemented Prospectus, any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, and of the existence of any material fact which is, or may be, of such a nature as to render the Supplemented Prospectus, any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, untrue, false or misleading in a material respect or result in a misrepresentation. It shall, to the satisfaction of the Underwriters and their counsel, acting reasonably, promptly comply with all applicable filing and other requirements under the Securities Laws in the Qualifying Jurisdictions as a result of such change. It shall, in good faith, first discuss with CIBC World Markets any change in circumstances (actual, proposed or, within the REIT’s Knowledge, threatened) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this paragraph 3.1(e) ; and, in any event, prior to making any filing referred to in this paragraph 3.1(e). For for greater certainty but not so as to limit the generality of the foregoing, it is understood and agreed that, during the period from the date of signing the Prospectus Supplement by the Underwriters to the date of completion of the distribution of the Offered Securities, if the Underwriters reasonably determine, after consultation with the REIT, that a material change or change in a material fact has occurred which makes untrue or misleading any statement of a material fact contained in the Supplemented Prospectus, in any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, or which may result in a misrepresentationcertainty, the REIT will: , as soon as possible following the execution of this Agreement (i) prepare and file promptly any Amendment or any amendment to the U.S. Private Placement Memorandum which in its opinion, acting reasonably, may be necessary or advisable, after consultation with the Underwriters; and (ii) contemporaneously with filing the Amendment or any amendment to the U.S. Private Placement Memorandum under the Laws of the Qualifying Jurisdictions, deliver to the Underwriters: (A) a copy of the Amendment or any amendment to the U.S. Private Placement Memorandum, signed as required by the Securities Laws; (B) a copy of all documents relating to the proposed distribution of the Offered Securities and file them with the Amendment or any amendment to the U.S. Private Placement Memorandum under the applicable Securities Laws; and (C) such other documents time and/or date as the Underwriters shall reasonably require; and (f) it will ensure that, when issued, REIT and the Offered Securities and Underlying Units issuable hereunder will be conditionally approved for listing on the Exchange, subject only to compliance with the Standard Listing Conditions. 3.2 During the period commencing on the date hereof and ending on the date the Underwriters notify the REIT of the completion of the distribution of the Offered Securities, the REIT will promptly inform the Underwriters of the full particulars of: (a) any request of any Securities Commission for any amendment to the Supplemented Prospectus or any Amendment or for any additional information in connection with the Offering; (b) the issuance by any Securities Commission, the Exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the REIT or of the institution or threat of institution of any proceedings for that purpose; or (c) any notice or other correspondence received by any of the REIT Entities from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into any of the REIT Entities or their business that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the completion of the Offering. 3.3 The REIT agrees that it will not agree, and will cause the other REIT Entities not to agree, to (A) any change to the aggregate purchase price for the Eastern Seaboard Properties as set forth in the Eastern Seaboard PSA, (B) any material changes to the assets to be acquired or liabilities to be assumed by the REIT, directly or indirectly, pursuant to the Eastern Seaboard PSA, or (C) any material changes to the terms of the acquisition of the Eastern Seaboard Portfolio to the extent such terms are described in the Supplemented Prospectus or any Amendment, in each case, without the consent of CIBC World MarketsJoint Bookrunners, on behalf of the Underwriters, which consent may not be unreasonably withheld or delayed. 3.4 The in writing agree) prepare and file the Preliminary Prospectus in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions with the Securities Commissions under the Securities Laws, and will use its reasonable efforts to obtain an NP 11-202 receipt for the Preliminary Prospectus from the principal regulator on behalf of the Securities Commissions in each of the Qualifying Jurisdictions therefor on the date of such filing, and in any event shall obtain such receipt no later than the next Business Day after the date of such filing, and deliver a copy thereof to the Underwriters and their counsel; and, for greater certainty, the REIT will use commercially its reasonable commercial efforts to promptly dosatisfy or resolve all comments of the Securities Commissions regarding the Preliminary Prospectus and will, makeas soon as possible following the satisfaction or resolution of such comments, executeand, deliver in any event, not later than the Qualification Deadline (or such other time and/or date as the REIT and the Joint Bookrunners, on behalf of the Underwriters, may in writing agree) prepare and file the Prospectus in accordance with NP 11-202; 3.1.3 it will provide its full cooperation, and cause its management to be doneprovide their full cooperation, made, executed or delivered, all such acts, documents and things in marketing the Offering as the Underwriters may reasonably require from time request, including in connection with the preparation of any marketing materials for provision to time for any potential investor in the purpose Offered Units that the Underwriters reasonably request, and any template version of giving effect any such marketing materials shall be agreed upon by the REIT and the Joint Bookrunners, each acting reasonably (which agreement shall constitute the Underwriters' authority to use such Marketing Documents, including any limited-use versions thereof, in connection with the Offering), and file such template version with the Securities Commissions as soon as reasonably practical after it has been so agreed upon by the REIT and the Joint Bookrunners and, in any event, not later than the day on which such marketing materials have or will be first provided to any potential investor in the Offering. Any comparables (and all disclosure relating to such comparables) shall be redacted (to the transactions contemplated fullest extent permitted by this Agreement, the Trust Indenture, the Eastern Seaboard PSA, the Supplemented Prospectus and the U.S. Private Placement Memorandum and take all such steps as may be reasonably within its power to implement to the full extent the provisions of this Agreement and the transactions contemplated thereby, by the Supplemented Prospectus and the U.S. Private Placement Memorandum. 3.5 The REIT will apply the net proceeds NI 44-101) from the issue and sale template version of the Offered Securities substantially in accordance any marketing materials filed with the disclosure set forth under the heading “Use of Proceeds” in the Prospectus Supplement.Securities Commissions pursuant to this paragraph‌

Covenants of the REIT. 3.1 The REIT covenants and agrees with the Underwriters that: (a) 3.1 the Offered Securities Units will be duly and validly created, authorized and issued on the payment therefor and such Offered Securities Units will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus and any Amendment; (b) at the time of their issuance in accordance with the terms of the Trust Indenture, the Underlying Units will be duly and validly authorized and issued and such Underlying Units have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus and any Amendment; (c) the REIT has prepared and filed the Base Shelf Prospectus and 3.2 it shall fulfill, fulfill to the satisfaction of the Underwriters, Underwriters all legal requirements to be fulfilled by it the REIT to enable the Offered Securities Units to be offered for sale and sold to the public in Canada by or through the Selling Firms who comply with all applicable Securities Laws in each of the Qualifying Jurisdictions; the REIT will use its reasonable best efforts to fulfill all legal requirements to permit the distribution of the Units in each Qualifying Jurisdiction as soon as possible but in any event not later than the Qualification Deadline; such fulfillment shall include, without limiting the generality of the foregoing, compliance with all applicable Securities Laws including, without limitation, compliance with all requirements with respect to the preparation and filing of the Preliminary Prospectus in each of the Qualifying Jurisdictions and the preparation and filing of the Prospectus Supplement in both the English and French languages in form and substance satisfactory to the Underwriters in each of the Qualifying JurisdictionsJurisdictions with such changes from the Preliminary Prospectus as the REIT and the Underwriters (acting reasonably) may approve, such approval to be evidenced by the signing of the Prospectus Supplement by the REIT and the Underwriters; and for greater certainty, the REIT will, as soon as possible following the execution of this Agreement, and, in any event, not later than 8:00 p.m. (Vancouver time) on June 2, 2017 (or such other time and/or date as the REIT and CIBC World Markets, on behalf of the Underwriters, may in writing agree) prepare and file the Prospectus Supplement in form and substance satisfactory to the Underwriters in each of the Qualifying Jurisdictions with the Securities Commissions under the Securities Laws; (d) until the completion of the distribution of the Offered Securities, 3.3 it shall allow and assist the Underwriters to participate fully in the preparation of the Prospectus Supplement Prospectus, any Amendment and any Amendment, the U.S. Private Placement Memorandum and any amendment to the U.S. Private Placement Memorandum, Supplementary Material and shall allow the Underwriters to conduct all “due diligence” investigations which the Underwriters may reasonably require to fulfill the Underwriters’ obligations as underwriters, to enable the Underwriters to avail themselves of a defence to any claim for misrepresentation in the Supplemented Prospectus, any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, underwriters and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in any such documentation. It shall be a condition precedent to the Underwriters’ execution of any certificate in the Prospectus Supplement or any Amendment that the Underwriters be satisfied, acting reasonably, as to the form and content of the document and the execution thereby of such certificate shall be conclusive evidence of such satisfaction; (e) 3.4 it will comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of the applicable Securities Laws in each of the Qualifying Jurisdictions and during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of distribution of the Offered SecuritiesUnits, will promptly notify inform the Underwriters in writing of the full particulars of any material changechange (for greater certainty, material in the context of the Assets and the related business), actual, anticipated anticipated, contemplated or threatened, in the businessoperating, financial or physical condition of the Assets or in the financial condition, assets, liabilities (contingent liabilities, business, affairs or otherwise), results of operations or prospects of the REIT (on and its subsidiaries taken as a consolidated basis) or the Eastern Seaboard Properties, whole or of any change in any material fact (which, for purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained or referred to in the Supplemented Preliminary Prospectus, any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement MemorandumAmendment or Supplementary Material, and of the existence of any material fact which is, or may be, of such a nature as to render the Supplemented Preliminary Prospectus, any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement MemorandumAmendment or Supplementary Material, untrue, false or misleading in a material respect or result in a misrepresentationmisrepresentation or which would result in the Prospectus not complying with applicable Securities Laws. It The REIT shall, to the satisfaction of the Underwriters and their counsel, counsel acting reasonably, promptly comply with all applicable filing and other requirements under the Securities Laws in the Qualifying Jurisdictions as a result of such change. It The REIT shall, in good faith, first discuss with CIBC World Markets TD Securities any change in circumstances (actual, actual or proposed or, within the REIT’s Knowledge, threatenedknowledge) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this paragraph 3.1(e) 3.4 and, in any event, prior to making any filing referred to in this paragraph 3.1(e)3.4. For greater certainty but not so as to limit the generality of the foregoingcertainty, it is understood and agreed that, during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of the distribution of the Offered SecuritiesUnits, if the Underwriters reasonably determine, after consultation with the REIT, that a material change or change in a material fact has occurred which or a previously undisclosed material fact has been discovered which, in any case, makes untrue or misleading any statement of a material fact contained in the Supplemented Prospectus, in any Amendment, the U.S. Private Placement Memorandum Prospectus or any amendment to the U.S. Private Placement MemorandumAmendment or Supplementary Material thereto, or which may result in a misrepresentation, the REIT will: (i) 3.4.1 after consultation with the Underwriters, prepare and file promptly any Amendment or any amendment to the U.S. Private Placement Memorandum which in its opinionopinion and the opinion of the Underwriters, acting reasonably, may be necessary or advisable, after consultation with the Underwriters; and (ii) 3.4.2 contemporaneously with filing the Amendment or any amendment to the U.S. Private Placement Memorandum under the Laws of the Qualifying Jurisdictionsapplicable Securities Laws, deliver to the Underwriters: (A) 3.4.2.1 a copy of the Amendment or any amendment to the U.S. Private Placement MemorandumAmendment, originally signed as required by the Securities Laws; (B) a 3.4.2.2 an originally signed copy of all documents relating to the proposed distribution of the Offered Securities Units and file them filed with the Amendment or any amendment to the U.S. Private Placement Memorandum under the applicable Securities Laws; and (C) 3.4.2.3 such other documents as the Underwriters shall reasonably require; and; (f) 3.5 it will not, and will use its reasonable efforts to ensure thatthat the trustees and senior officers of the REIT listed in the AIF under “Trustees and Officers of the REIT” (other than any of such trustees and/or senior officers who are not, when issuedas of the date of filing, employees of the Offered REIT, but including any trustees of and/or senior officers employed by the REIT and not so listed in the AIF) do not, bid for or purchase, for their own account or any account in which they have a beneficial interest, any units of the REIT after the date hereof until the Closing Date without the written consent of TD Securities, not to be unreasonably withheld or delayed; 3.6 it will use its commercially reasonable efforts to achieve and maintain the REIT’s status in the Qualifying Jurisdictions as a reporting issuer, or its equivalent, not in default under the Securities and Underlying Units issuable hereunder will be conditionally approved for listing on the Exchange, subject only to compliance with the Standard Listing Conditions.Laws; 3.2 During 3.7 during the period commencing on the date hereof and ending on the date the Underwriters notify the REIT of the completion of the distribution of the Offered SecuritiesUnits, the REIT it will promptly inform the Underwriters of the full particulars of: (a) any request of any Securities Commission for any amendment to the Supplemented Prospectus or any Amendment or for any additional information in connection with the Offering; (b) the issuance by any Securities Commission, the Exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the REIT or of the institution or threat of institution of any proceedings for that purpose; or (c) any notice or other correspondence received by any of the REIT Entities from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into any of the REIT Entities or their business that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the completion of the Offering. 3.3 The REIT agrees that it will not agree, and will cause the other REIT Entities not to agree, to (A) any change to the aggregate purchase price for the Eastern Seaboard Properties as set forth in the Eastern Seaboard PSA, (B) any material changes to the assets to be acquired or liabilities to be assumed by the REIT, directly or indirectly, pursuant to the Eastern Seaboard PSA, or (C) any material changes to the terms of the acquisition of the Eastern Seaboard Portfolio to the extent such terms are described in the Supplemented Prospectus or any Amendment, in each case, without the consent of CIBC World Marketsprovide TD Securities, on behalf of the Underwriters, which consent with drafts of any material public disclosure of the REIT (prior to its release and/or filing, as the case may be) for review and approval by TD Securities and its counsel, such approval not to be unreasonably withheld or delayed.; and 3.4 The REIT 3.8 it will use commercially reasonable efforts to promptly doensure that, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as upon the Underwriters may reasonably require from time to time for the purpose of giving effect to the transactions contemplated by this Agreementissue thereof, the Trust IndentureUnits will be conditionally approved for listing on the Stock Exchange, the Eastern Seaboard PSA, the Supplemented Prospectus and the U.S. Private Placement Memorandum and take all such steps as may be reasonably within its power subject only to implement to the full extent the provisions of this Agreement and the transactions contemplated thereby, by the Supplemented Prospectus and the U.S. Private Placement Memorandumcompliance with standard listing conditions. 3.5 The REIT will apply the net proceeds from the issue and sale of the Offered Securities substantially in accordance with the disclosure set forth under the heading “Use of Proceeds” in the Prospectus Supplement.

Covenants of the REIT. 3.1 The REIT covenants and agrees with the Underwriters that: (a) 3.1.1 the Offered Securities Units will be duly and validly created, authorized and issued on the payment therefor and such Offered Securities Units will have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Preliminary Prospectus, the Prospectus and any AmendmentSupplementary Material; (b) at the time of their issuance in accordance with the terms of the Trust Indenture, the Underlying Units will be duly and validly authorized and issued and such Underlying Units have attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus and any Amendment; (c) 3.1.2 the REIT has shall have prepared and filed the Base Shelf Preliminary Prospectus and it shall fulfill, to the satisfaction of the Underwriters, all legal requirements to be fulfilled by it to enable the Offered Securities to be offered for sale and sold to the public in Canada by or through the Selling Firms who comply with all applicable Securities Laws in each of the Qualifying Jurisdictions; such fulfillment shall include, without limiting the generality of the foregoing, compliance with all applicable Securities Laws including, without limitation, the preparation and filing of the Prospectus Supplement in both the English and French languages in form accordance with the Passport System with the Ontario Securities Commission in its capacity as the principal regulator under the Passport System and substance satisfactory will use commercially reasonable efforts to obtain a receipt for the Underwriters Preliminary Prospectus from the principal regulator on behalf of the Securities Commissions in each of the Qualifying JurisdictionsJurisdictions not later than 5:00 p.m. (Toronto time) on May 6, such approval to be evidenced by 2014; 3.1.3 the signing REIT shall prepare and file the Prospectus in each of the Prospectus Supplement Qualifying Jurisdictions with Securities Commissions under the Securities Laws, and will use commercially reasonable efforts to obtain the Final Receipt not later than 5:00 p.m. (Toronto time) on May 13, 2014, or such later time as may be agreed upon by the REIT and the Lead Underwriters; and for greater certainty, the REIT will, as soon as possible following the execution of this Agreement, and, in any event, not later than 8:00 p.m. (Vancouver time) on June 2, 2017 (or such other time and/or date as the REIT and CIBC World Markets, on behalf of the Underwriters, acting reasonably, and will have taken all other commercially reasonable steps and proceedings that may be necessary in writing agree) prepare and file order to qualify the Prospectus Supplement in form and substance satisfactory to the Underwriters Units for distribution in each of the Qualifying Jurisdictions with by the Underwriters and other persons who are registered in a category permitting them to distribute the Units under the Securities Commissions under the Laws and who comply with Securities Laws; (d) 3.1.4 until the completion of the distribution of the Offered SecuritiesUnits, it shall allow and assist the Underwriters to participate fully in the preparation of the Prospectus Supplement and any Amendment, the U.S. Private Placement Memorandum and any amendment to the U.S. Private Placement Memorandum, Supplementary Material and shall allow the Underwriters to conduct all “"due diligence” " investigations which the Underwriters may reasonably require to fulfill the Underwriters’ ' obligations as underwriters, to enable the Underwriters to avail themselves of a defence to any claim for misrepresentation in the Supplemented Prospectus, any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, underwriters and to enable the Underwriters responsibly to execute any certificate required to be executed by the Underwriters in any such documentation; 3.1.1 it shall cause the Marketing Materials, if any, as approved by the REIT and the Lead Underwriters, to be filed with the Securities Commissions, in the manner contemplated by applicable Securities Laws, not later than the day on which such Marketing Materials are first provided to a potential investor in connection with the Offering. It Any comparables (as defined in NI 41-101) and all disclosure relating to such comparables shall be a condition precedent to redacted from the Underwriters’ execution of any certificate in the Prospectus Supplement or any Amendment that the Underwriters be satisfied, acting reasonably, as to the form and content of the document and the execution thereby of such certificate shall be conclusive evidence of such satisfactionMarketing Materials so filed; (e) 3.1.2 it will comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of the other applicable Securities Laws and during the period from the date of signing the Preliminary Prospectus Supplement by the Underwriters to the date of completion of distribution of the Offered SecuritiesUnits, will promptly notify the Underwriters in writing of the full particulars of of: (i) any material change, actual, anticipated or or, to the Knowledge of the REIT, threatened, in the assets, business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects financial condition of the REIT (on a consolidated basis); (ii) any material fact which has arisen or the Eastern Seaboard Propertieshas been discovered and would have been required to have been stated in any Offering Document had that fact arisen or been discovered on, or prior to, the date of any of the Offering Documents; or (iii) any change in any material fact contained or referred to in the Supplemented Prospectus, any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, and of the existence Offering Documents, whether any event or state of facts has occurred after the date of this Agreement, which, in any material fact which iscase, is or may be, be of such a nature as to render any of the Supplemented Prospectus, any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, Offering Documents untrue, false or misleading in a any material respect or result in a misrepresentationMisrepresentation in any of the Offering Documents. It The REIT shall, to the satisfaction of the Underwriters and their counsel, acting reasonably, promptly comply with all applicable filing and other requirements under the Securities Laws in the Qualifying Jurisdictions (and any other applicable securities laws) as a result of such change. It The REIT shall, in good faith, first discuss with CIBC World Markets the Lead Underwriters any change in circumstances (actual, proposed or, within to the REIT’s 's Knowledge, threatened) which is of such a nature that there is reasonable doubt whether notice need be given to the Underwriters pursuant to this paragraph 3.1(e) 3.1.4 and, in any event, prior to making any filing referred to in this paragraph 3.1(e). For greater certainty but not so as to limit the generality of the foregoing, it is understood and agreed that, during the period from the date of signing the Prospectus Supplement by the Underwriters to the date of completion of the distribution of the Offered Securities, if the Underwriters reasonably determine, after consultation with the REIT, that a material change or change in a material fact has occurred which makes untrue or misleading any statement of a material fact contained in the Supplemented Prospectus, in any Amendment, the U.S. Private Placement Memorandum or any amendment to the U.S. Private Placement Memorandum, or which may result in a misrepresentation, the REIT will: (i) prepare and file promptly any Amendment or any amendment to the U.S. Private Placement Memorandum which in its opinion, acting reasonably, may be necessary or advisable, after consultation with the Underwriters; and (ii) contemporaneously with filing the Amendment or any amendment to the U.S. Private Placement Memorandum under the Laws of the Qualifying Jurisdictions, deliver to the Underwriters: (A) a copy of the Amendment or any amendment to the U.S. Private Placement Memorandum, signed as required by the Securities Laws; (B) a copy of all documents relating to the proposed distribution of the Offered Securities and file them with the Amendment or any amendment to the U.S. Private Placement Memorandum under the applicable Securities Laws; and (C) such other documents as the Underwriters shall reasonably require; and (f) it will ensure that, when issued, the Offered Securities and Underlying Units issuable hereunder will be conditionally approved for listing on the Exchange, subject only to compliance with the Standard Listing Conditions3.1. 3.2 During the period commencing on the date hereof and ending on the date the Underwriters notify the REIT of the completion of the distribution of the Offered Securities, the REIT will promptly inform the Underwriters of the full particulars of: (a) any request of any Securities Commission for any amendment to the Supplemented Prospectus or any Amendment or for any additional information in connection with the Offering; (b) the issuance by any Securities Commission, the Exchange or any other Governmental Authority of any order to cease or suspend trading of any securities of the REIT or of the institution or threat of institution of any proceedings for that purpose; or (c) any notice or other correspondence received by any of the REIT Entities from any Governmental Authority requesting information, a meeting or a hearing or commencing or threatening any investigation into any of the REIT Entities or their business that could reasonably be expected to have a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the REIT (on a consolidated basis) or the completion of the Offering. 3.3 The REIT agrees that it will not agree, and will cause the other REIT Entities not to agree, to (A) any change to the aggregate purchase price for the Eastern Seaboard Properties as set forth in the Eastern Seaboard PSA, (B) any material changes to the assets to be acquired or liabilities to be assumed by the REIT, directly or indirectly, pursuant to the Eastern Seaboard PSA, or (C) any material changes to the terms of the acquisition of the Eastern Seaboard Portfolio to the extent such terms are described in the Supplemented Prospectus or any Amendment, in each case, without the consent of CIBC World Markets, on behalf of the Underwriters, which consent may not be unreasonably withheld or delayed. 3.4 The REIT will use commercially reasonable efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered, all such acts, documents and things as the Underwriters may reasonably require from time to time for the purpose of giving effect to the transactions contemplated by this Agreement, the Trust Indenture, the Eastern Seaboard PSA, the Supplemented Prospectus and the U.S. Private Placement Memorandum and take all such steps as may be reasonably within its power to implement to the full extent the provisions of this Agreement and the transactions contemplated thereby, by the Supplemented Prospectus and the U.S. Private Placement Memorandum. 3.5 The REIT will apply the net proceeds from the issue and sale of the Offered Securities substantially in accordance with the disclosure set forth under the heading “Use of Proceeds” in the Prospectus Supplement.