Abasca Resources Inc. - Capital/Financing Update 2021

EXECUTION VERSION

AGENCY AGREEMENT

August 25, 2021

Granite REIT Holdings Limited Partnership Granite Real Estate Investment Trust Granite REIT Inc. c/o 77 King Street West, Suite 4010, P.O. Box 159 Toronto, Ontario M5K 1H1

Attention: Ms. Teresa Neto, Chief Financial Officer

Dear Sirs/Mesdames:

We understand that Granite REIT Holdings Limited Partnership (“Granite LP”) desires to issue and sell $500,000,000 aggregate principal amount of Series 6 Senior Debentures due August 30, 2028 bearing interest at a rate of 2.194% per annum during such term on and subject to the terms more particularly described below. The Debentures (as defined below) will be fully and unconditionally guaranteed, on a joint and several basis, by Granite Real Estate Investment Trust (“Granite REIT”) and Granite REIT Inc. (“Granite GP”) and by any subsidiary of Granite LP that in the future becomes a guarantor under the Credit Agreement (as defined below), pursuant to the terms of the Trust Indenture (as defined below). On the closing of the Offering (as defined below), none of Granite LP’s subsidiaries will be a subsidiary guarantor.

We further understand that Granite LP has (i) prepared and filed with the Ontario Securities Commission (the “Principal Regulator”) and the other Securities Regulators (as defined below) in accordance with National Instrument 44-101 – Short Form Prospectus Distributions and National Instrument 44-102 – Shelf Distributions and a decision of the Securities Regulators dated August 23, 2013 (together, the “Shelf Procedures”) an amended and restated short form base shelf prospectus dated November 26, 2020 amending and restating the short form base shelf prospectus dated September 12, 2019, in the English and French languages with respect to the issuance of up to an aggregate amount of $1,750,000,000 of Debt Securities (as defined below) in each of the Qualifying Jurisdictions (as defined below) (the “Shelf Prospectus”), and (ii) obtained from the Principal Regulator a receipt for the Shelf Prospectus for and on behalf of itself and each of the other Securities Regulators pursuant to the Passport Procedures (as defined below) and is prepared:

(i) to create, authorize and issue the Debentures; and
(ii) to prepare and file, on or before the Qualification Deadline, a prospectus supplement (the “Prospectus Supplement”) to the Shelf Prospectus and all necessary related documents in order to qualify the Debentures for distribution in each of the Qualifying Jurisdictions.
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Granite LP hereby appoints severally, and not jointly or jointly and severally, Scotia Capital Inc. (“Scotia”), RBC Dominion Securities Inc. (“RBC”), TD Securities Inc. (“TD”), BMO Nesbitt Burns Inc. (“BMO”), CIBC World Markets Inc. (“CIBC”), iA Private Wealth Inc. and National Bank Financial Inc. (“NBF”) (collectively, the “Agents”) to act as the agents of Granite LP to solicit offers to purchase Debentures from Purchasers (as defined below) in the Qualifying Jurisdictions and the Agents hereby agree to act as agents for such purpose, upon and subject to the terms and conditions contained herein, in connection with the sale of the Debentures at a price of $100 per $100 principal amount thereof for an aggregate purchase price of $500,000,000 (the “Purchase Price”).

In consideration of the Agents’ agreement to act as agents on behalf of Granite LP which will result from Granite LP’s acceptance of this offer, and in consideration of the services to be rendered by the Agents in connection therewith, Granite LP agrees to pay to the Agents, at the Closing Time, a fee, equal to 0.37% of the par value of the Debentures sold (the “Agency Fee”). For greater certainty, it is understood and agreed by Granite LP and the Agents, that the Agents shall act as agents only and that they shall be under no obligation to purchase any of the Debentures.

The other Agents agree that Scotia and RBC shall be entitled to receive, out of the Agency Fee, a work fee equal to 10.00% of the aggregate Agency Fee. Scotia shall be entitled to receive 60% of the work fee and RBC shall be entitled to receive 40% of the work fee.

Terms and Conditions

Definitions and Interpretation

1.1 Whenever used in this Agreement:

“Agents” has the meaning ascribed thereto above;

“Agents’ Disclosure” means disclosure relating solely to the Agents and any other disclosure provided to Granite LP by or on behalf of the Agents in writing for inclusion in the applicable disclosure document;

“Agency Fee” has the meaning ascribed thereto above;

“Agreement” means the agreement resulting from the acceptance by Granite LP, Granite GP and Granite REIT of the terms of this letter agreement;

“AIF” means the annual information form of Granite REIT dated March 3, 2021;

“Amendment” means, as applicable, any amendment to the Shelf Prospectus or the Prospectus Supplement;

“Anti-Money Laundering Laws” has the meaning ascribed thereto in paragraph 6.1.40;

“Auditors” means Deloitte LLP;

“Base Indenture” means the trust indenture dated October 2, 2013 among Granite REIT, Granite GP, Granite LP and the Indenture Trustee;

“BMO” has the meaning ascribed thereto above;

“Business” means, with respect to a Person, as the context requires, the assets held and the businesses carried on, directly or indirectly, by such Person, and properties in which such Person has a direct or indirect economic interest, including all related contracts, agreements and liabilities;

“Business Day” means a day which is not a Saturday, a Sunday or a statutory or civic holiday in Toronto, Ontario;

“CIBC” has the meaning ascribed thereto above;

“Claims” has the meaning ascribed thereto in paragraph 8.1;

“Closing Date” means August 30, 2021 or such other date as Granite LP and the Agents may mutually agree upon in writing but, in any event, not later than September 10, 2021;

“Closing Time” means 8:00 a.m., Toronto time, on the Closing Date, or such other time on the Closing Date as Granite LP and the Agents may mutually agree upon in writing;

“Credit Agreement” means the amended and restated senior credit agreement dated February 1, 2018 among Granite LP, as borrower, the lenders thereunder and certain other parties thereto, as the same may be amended, supplemented, modified, extended, renewed, restated, refunded, refinanced or otherwise replaced in whole or in part from time to time;

“COVID-19 Outbreak” has the meaning ascribed thereto in paragraph 6.1.42;

“DBRS Morningstar” means DBRS Limited;

“Debentures” means the Series 6 Senior Debentures of Granite LP due August 30, 2028, bearing interest at a rate of 2.194% per annum, payable semi-annually on February 28 and August 30 of each year (the first such interest payment being due on February 28, 2022), to be issued by Granite LP as contemplated by this Agreement, having the attributes corresponding in all material respects to the descriptions thereof in this Agreement and in the Supplemented Prospectus, and which will be fully and unconditionally guaranteed by each of Granite REIT and Granite GP as to the payment of principal, premium (if any) and interest thereon and certain other amounts when and as the same shall become due and payable, pursuant to the terms of the Trust Indenture;

“Debt Securities” has the meaning ascribed thereto in the Shelf Prospectus;

“Declaration of Trust” means the amended and restated declaration of trust of Granite REIT, dated as of December 20, 2017;

“Documents Incorporated by Reference” means (a) the AIF, (b) the Management Information Circular, (c) the annual audited combined financial statements of Granite REIT and Granite GP and accompanying notes for the years ended December 31, 2020 and 2019, together with the auditors’ report thereon, (d) the combined management’s discussion and analysis of Granite REIT and Granite GP for the years ended December 31, 2020 and 2019, (e) the interim unaudited condensed combined financial statements of Granite REIT and Granite GP and accompanying notes for the three and six months ended June 30, 2021 and 2020, (f) the combined management’s discussion and analysis of Granite REIT and Granite GP for the three and six months ended June 30, 2021 and 2020, (g) the unaudited selected combined and consolidating summary financial information of Granite REIT and Granite GP (on a combined basis), Granite LP and other subsidiaries of Granite for the year ended December 31, 2020; (h) the unaudited selected combined and consolidating summary financial information of Granite REIT and Granite GP (on a combined basis), Granite LP and other subsidiaries of Granite for the three and six months ended June 30, 2021 and 2020; (i) the template version of the indicative term sheet dated August 25, 2021 for the Offering, (j) the template version of the final term sheet dated August 25, 2021 for the Offering, and (k) any document of Granite of the type described in Section 11.1 of Form 44-101F1 – Short Form Prospectus (“Form 44-101F1”) to National Instrument 44-101 and all documents of Granite LP of the type described in items 5, 9 or 10 of Section 11.1 of Form 44-101F1 filed by Granite REIT, Granite GP or Granite LP with the Securities Regulators on or after the date of the Prospectus Supplement and during the period of distribution of the Debentures, together with any other documents required by Securities Laws to be incorporated by reference in the Shelf Prospectus or the Prospectus Supplement for the purposes of the Offering;

“Environmental Laws” means any federal, provincial, territorial, state, municipal or local law, statute, bylaw, ordinance, regulation, rule, order, code, decree, permit, agreement, judicial or administrative decision, injunction or legally binding requirement of any Governmental Authority which relates to the environment, health, safety or any hazardous chemical, material or Hazardous Substances, exposure to which is prohibited, limited or regulated by any Governmental Authority or otherwise imposes liability or standards of conduct concerning discharges, spills, Release or threatened Release of noises, odours or any Hazardous Substances into, or the presence of noises, odours or any Hazardous Substances in, ambient air, ground or surface water or land, municipal or other works (including sewers and storm drains) or otherwise relating to the manufacture, processing, generation, distribution, use, treatment, storage, discharge, release, disposal, clean-up, transport or handling of Hazardous Substances or to the protection of the environment, as now or at any time hereafter in effect;

“Environmental Permits” means any permits, licenses, registrations or other approvals required or issued pursuant to Environmental Laws;

“Excluded Information” has the meaning ascribed thereto in paragraph 4.2.1;

“GAAP” means Canadian generally accepted accounting principles determined with reference to The Handbook of the Chartered Professional Accountants of Canada (which, for greater certainty, is International Financial Reporting Standards);

“Governmental Authority” means any (a) multinational, federal, provincial, territorial, state, municipal, local or other government or public department, court, commission, board, bureau, agency or instrumentality, domestic or foreign; (b) any subdivision or authority of any of the foregoing; (c) any quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, its members or any of the above; or (d) any arbitrator exercising jurisdiction over the affairs of the applicable Person, asset, obligation or other matter;

“Granite” means Granite GP combined with Granite REIT, together with their subsidiaries and investments;

“Granite Co.” means Granite Real Estate Inc., a corporation governed by the laws of the Province of Québec;

“Granite Entity” means any one of Granite GP, Granite REIT, Granite LP or any of the corporations and partnerships directly or indirectly controlled by Granite LP;

“Granite GP” has the meaning ascribed thereto above;

“Granite LP” has the meaning ascribed thereto above;

“Granite REIT” has the meaning ascribed thereto above;

“Hazardous Substance” means any solid, liquid, gas, odour, heat, sound, vibration, radiation, or any combination of the foregoing (a) that may in any amount or concentration impair the natural environment, injure or damage property or plant or animal life or harm or impair the health of any individual, or (b) that is defined or regulated by any Environmental Law as dangerous, toxic, hazardous or as a contaminant, pollutant or waste;

“Indemnified Parties” has the meaning ascribed thereto in paragraph 8.1;

“Indemnifying Parties” has the meaning ascribed thereto in paragraph 8.1;

“Indenture Trustee” means BNY Trust Company of Canada;

“Knowledge”, with respect to Granite, means, to the best of the knowledge, information and belief, after due inquiry, of the following persons: Kevan Gorrie and Teresa Neto;

“Laws” means any and all applicable, federal, provincial, territorial and municipal or local laws in Canada, including all statutes, ordinances, decrees, regulations, by-laws, orders in council, Environmental Permits, Governmental Authority judgments, orders,

decisions, directives, guidelines, rulings, awards and general principles of common and civil law and equity;

“Management Information Circular” means the management information circular dated April 12, 2021 of Granite REIT and Granite GP with respect to the annual meeting of holders of Stapled Units held on June 10, 2021;

“Material Adverse Change” means a change, event or occurrence that is, alone or in conjunction with any other change, event or occurrence, materially adverse to the results of operations, financial condition, or business of Granite LP, Granite REIT, Granite GP and their subsidiaries taken as a whole;

“Material Adverse Effect” means an effect that is, alone or in conjunction with any other effect, event or occurrence, materially adverse to the results of operations, financial condition, or business of Granite LP, Granite REIT, Granite GP and their subsidiaries taken as a whole;

“Material Agreements” means, collectively, the agreements referred to in the AIF under the heading “Material Contracts”;

“Moody’s” means Moody’s Investors Service, Inc.;

“Multilateral Instrument 11-102” means Multilateral Instrument 11-102 — Passport System of the Canadian Securities Administrators;

“National Instrument 33-105” means National Instrument 33-105 — Underwriting Conflicts of the Canadian Securities Administrators;

“National Instrument 44-101” means National Instrument 44-101 — Short Form Prospectus Distributions of the Canadian Securities Administrators;

“National Instrument 44-102” means National Instrument 44-102 — Shelf Distributions of the Canadian Securities Administrators;

“National Instrument 45-106” means National Instrument 45-106 — Prospectus and Registration Exemptions of the Canadian Securities Administrators;

“National Instrument 51-102” means National Instrument 51-102 — Continuous Disclosure Obligations of the Canadian Securities Administrators;

“National Policy 11-202” means National Policy 11-202 — Process for Prospectus Reviews in Multiple Jurisdictions of the Canadian Securities Administrators;

“Offering” means the offering of the Debentures qualified by the Supplemented Prospectus;

“Passport Procedures” means the procedures provided for under Multilateral Instrument 11-102 and National Policy 11-202 among the Securities Regulators;

“Person” means and includes individuals, corporations, limited partnerships, general partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, pension funds, land trusts, business trusts or other organizations, whether or not legal entities and governments and agencies and political subdivisions thereof;

“Principal Regulator” has the meaning ascribed thereto above;

“Prospectus Supplement” means the prospectus supplement of Granite LP to be dated August 26, 2021, or such other date to be agreed to in writing by Granite LP and the Agents on or prior to the Qualification Deadline, which, together with the Shelf Prospectus, will qualify the distribution of the Debentures in each of the Qualifying Jurisdictions (in both the English and French languages unless the context indicates otherwise), including the Documents Incorporated by Reference;

“Purchase Price” has the meaning ascribed thereto above;

“Purchasers” means the Persons who acquire the Debentures from Granite LP or any Agent (where such Agent is acting as principal hereunder) and the permitted assignees or transferees of such Persons from time to time;

“Qualification Deadline” means 10:00 p.m. Toronto time on August 27, 2021 or such later date and time as Granite LP and the Agents may mutually agree upon in writing;

“Qualifying Jurisdictions” means all of the provinces and territories of Canada;

“RBC” has the meaning ascribed thereto above;

“Release” means any discharge, including any emission, release, deposit, issuance, spray, escape, spill or leak;

“Scotia” has the meaning ascribed thereto above;

“Securities Laws” means, collectively, and, as the context may require, the applicable securities laws of each of the Qualifying Jurisdictions and the respective regulations and rules made under those securities laws together with all applicable policy statements, blanket orders and rulings of the Securities Regulators and all discretionary orders or rulings, if any, of the Securities Regulators made in connection with the transactions contemplated by this Agreement and the securities legislation, rules and policies of each other relevant jurisdiction together with applicable published policy statements of the Canadian Securities Administrators and all discretionary orders or rulings of the Securities Regulators with respect to the continuous disclosure obligations of Granite LP, Granite REIT and Granite GP;

“Securities Regulators” means the applicable securities commission or securities regulatory authority in each of the Qualifying Jurisdictions;

“Selling Firm(s)” has the meaning ascribed thereto in paragraph 2.2;

“Shelf Procedures” has the meaning ascribed thereto above;

“Shelf Prospectus” has the meaning ascribed thereto above;

“Seventh Supplemental Indenture” means the seventh supplemental trust indenture, to be dated as of the Closing Date, among Granite REIT, Granite GP, Granite LP and the Indenture Trustee, in respect of the Debentures;

“Stapled Units” means stapled units, each consisting of one trust unit of Granite REIT and one common share of Granite GP;

“Stock Exchanges” means, collectively, the Toronto Stock Exchange and the New York Stock Exchange;

“Supplementary Material” means, collectively, all supplemental, additional or ancillary material, information, evidence, returns, reports, applications, statements or documents related to the Supplemented Prospectus or any Amendment;

“Supplemented Prospectus” means the Shelf Prospectus, as supplemented by the Prospectus Supplement and any Amendment;

“Tax Act” means the Income Tax Act (Canada), as amended, including the regulations promulgated thereunder;

“Tax Code” means the Internal Revenue Code of 1986, as amended, U.S. Treasury regulations promulgated under the Code, and administrative rulings and judicial decisions, in each case as of the date hereof;

“Taxes” means: (a) all taxes, levies, duties, assessments, reassessments and other charges of any nature whatsoever, whether direct or indirect, imposed by any authority, domestic or foreign, including, without limitation, income tax, profits tax, gross receipts tax, corporations tax, sales and use tax, harmonized sales tax, wage tax, payroll tax, worker's compensation levy, deductions at source, capital tax, occupation tax, stamp duty, real and personal property tax, transfer tax, customs or excise duty, excise tax, turnover or value added tax, goods and services tax, ad valorem tax, license, lease, severance, franchise tax, customs duties, employment tax, school tax, property tax, withholding tax, social security and employment insurance charges or retirement contributions, Canada Pension Plan and provincial pension plan contributions, and any interest, fines, additions to tax and penalties thereon; and (b) any liability for the payment of any amounts of the type described in clause (a) above as a result of any express or implied obligation to indemnify any other Person or as a result of any obligations under any agreements or arrangements with any other Person with respect to such amounts;

“TD” has the meaning ascribed thereto above;

“Third Supplemental Indenture” means the third supplemental indenture dated as of July 3, 2014 among Granite REIT, Granite GP, Granite LP and the Indenture Trustee providing for certain amendments to the Base Indenture;

“Transaction Documents” has the meaning ascribed thereto in paragraph 6.1.14;

“Trust Indenture” means, collectively, the Base Indenture, as supplemented by the Third Supplemental Indenture and the Seventh Supplemental Indenture; and

“Unitholder” has the meaning ascribed thereto in section 21.

1.2 Whenever used in this Agreement, the terms “distribution”, “misrepresentation”, “material fact” and “material change” shall have the meanings given to such terms under Securities Laws, and the terms “affiliate” and “subsidiary” shall have the meanings given to such terms in National Instrument 45-106.
1.3 Whenever used in this Agreement, words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine gender.
1.4 All references to monetary amounts in this Agreement are to the lawful money of Canada.
Covenants of the Agents

The Agents covenant with Granite LP that:

2.1 Granite LP is not a “related issuer” or “connected issuer” of any of them; and each Agent, any “related issuer” of such Agent or the directors, officers or partners of such Agent or of any “related issuer” of such Agent is not a person to which Granite LP or any “related issuer” of Granite LP or with which Granite LP or any “related issuer” of Granite LP has any other relationship except that each of Scotia, RBC, TD, BMO, CIBC and NBF is an affiliate of a Canadian chartered bank that is a lender to Granite LP. For the purposes of this paragraph 2.1, “related issuer” and “connected issuer” have the meanings ascribed thereto in National Instrument 33-105;
2.2 (a) they will use their best efforts to solicit offers to purchase the Debentures from and sell the Debentures to Purchasers, directly and through other investment dealers (the Agents, together with such other investment dealers, are referred to herein as the “Selling Firms”), only as permitted by Securities Laws and upon the terms and conditions set forth in the Supplemented Prospectus and in this Agreement; and (b) they shall ensure that each Selling Firm, prior to its appointment as such, has delivered to the Agents a representation to the effect that Granite LP is not a “related issuer” of such Selling Firm, and that each
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Selling Firm, any “related issuer” of such Selling Firm and the directors, officers or partners of such Selling Firm and of any “related issuer” of such Selling Firm, is not a person to which Granite LP or any “related issuer” of Granite LP owes any indebtedness or with which Granite LP or any “related issuer” of Granite LP has any other relationship, unless the Agents and Granite LP have agreed that Granite LP is not a “related issuer” or a “connected issuer” of such Selling Firm. For the purposes of the preceding sentence, “related issuer” and “connected issuer” have the meanings ascribed thereto in National Instrument 33-105, and for the purposes of this paragraph 2.2, the Agents shall be entitled to assume that the Debentures are qualified for distribution in any province or territory of Canada where (i) a receipt or similar document for the Shelf Prospectus shall have been obtained from the Securities Regulators following the filing of the Shelf Prospectus and (ii) the Prospectus Supplement has been filed;

Notwithstanding the foregoing provisions of this paragraph 2.2, the Agents are acting severally and not jointly (or jointly and severally) in performing their respective obligations under this Agreement and no Agent will be liable to Granite LP, Granite REIT or Granite GP with respect to a default by another Agent or a Selling Firm appointed by another Agent;

2.3 they will not make use of any “greensheet” or “standard term sheet” in respect of the Debentures without the prior approval of Granite LP, and will not make use of any “marketing materials” (within the meaning of Securities Laws) except in the manner permitted by Securities Laws (including that a template form of such marketing materials must have been approved in writing by Granite LP, Scotia and RBC) (assuming Granite LP complies with the requirements of Securities Laws applicable to the use of such marketing materials);
2.4 Scotia or RBC will notify Granite LP when, in their opinion, the distribution of the Debentures shall have ceased and provide a breakdown of the principal amount of Debentures distributed in each Qualifying Jurisdiction where such breakdown is required for the purpose of calculating fees payable to a Securities Regulator; provided, however, that such breakdown shall be provided no later than 30 days following the date on which the distribution of the Debentures shall have ceased;
2.5 they will not make any representations or warranties with respect to Granite LP, Granite REIT, Granite GP or the Debentures other than as set forth in this Agreement, the Supplemented Prospectus or any Amendment or otherwise with the approval of Granite LP; and
2.6 provided that they are satisfied, in their sole discretion, acting reasonably, that it is responsible to do so, they will execute and deliver to Granite LP the certificate required to be executed by the Agents under Securities Laws in connection with the Supplemented Prospectus and any Amendment.
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Covenants of Granite LP

Granite LP covenants and agrees with the Agents that:

3.1 the Debentures will be duly and validly created, authorized and issued on the payment therefor and such Debentures will have attributes corresponding in all material respects to the descriptions thereof in this Agreement, the Supplemented Prospectus or any Amendment;
3.2 it has filed the Shelf Prospectus in the English and French languages in each of the Qualifying Jurisdictions, omitting such information as is permitted to be omitted for such documents pursuant to the Shelf Procedures, and has obtained a receipt for the Shelf Prospectus from and on behalf of the Principal Regulator in its capacity as principal regulator in accordance with Passport Procedures deeming that a receipt has been issued by the Principal Regulator and the Securities Regulators in each of the other Qualifying Jurisdictions;
3.3 (a) it shall fulfil to the satisfaction of the Agents all legal requirements to be fulfilled by it to enable the Debentures to be offered for sale and sold to the public by or through the Agents and other investment dealers who comply with all Securities Laws in each of the Qualifying Jurisdictions; (b) it will fulfil 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 fulfilment shall include, without limiting the generality of the foregoing, compliance with all Securities Laws including, without limitation, compliance with all requirements with respect to the preparation and filing of the Prospectus Supplement in the English and French languages in each of the Qualifying Jurisdictions and with respect to the filing of any template version of marketing materials (within the meaning of Securities Laws) that has been approved by Scotia, RBC and Granite LP in the manner permitted by Securities Laws; and (c) until the distribution of the Debentures has been completed, it will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Securities Laws to continue to qualify the distribution of the Debentures;
3.4 it shall allow and assist the Agents to participate fully in the preparation of the Prospectus Supplement and any Amendment and shall allow the Agents to conduct all “due diligence” investigations which the Agents may reasonably require to fulfil the Agents’ obligations as agents and to enable the Agents responsibly to execute any certificate required to be executed by the Agents in such documentation;
3.5 it will comply with section 57 of the Securities Act (Ontario) and with the other comparable provisions of Securities Laws in each of the Qualifying Jurisdictions and during the period from the date hereof to the completion of distribution of the Debentures, will promptly inform the Agents of the full particulars of any material change, Material Adverse Change or of any change
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in any material fact contained or referred to in the Supplemented Prospectus or any Amendment or Supplementary Material thereto, and of the existence of any material fact which is, or may be, of such a nature as to cause the Supplemented Prospectus or any Amendment or Supplementary Material thereto, to contain a misrepresentation. Granite LP shall, to the satisfaction of the Agents and their counsel, acting reasonably, promptly comply with all applicable filing and other requirements under Securities Laws as a result of such change. Granite LP shall, in good faith, first discuss with Scotia and RBC any change in circumstances (actual or proposed within the Knowledge of Granite) which is of such a nature that there is reasonable doubt whether notice need be given to the Agents pursuant to this paragraph 3.5 and, in any event, prior to making any filing referred to in this paragraph 3.5. For greater certainty, it is understood and agreed that if the Agents determine, after consultation with Granite LP, that a material change or change in a material fact has occurred which may result in a misrepresentation, Granite LP, will:

3.5.1 prepare and file promptly at the request of the Agents any Amendment which in their opinion, acting reasonably, may be necessary or advisable; and
3.5.2 contemporaneously with filing the Amendment under the Securities Laws of the Qualifying Jurisdictions, deliver to the Agents:
- 3.5.2.1 a copy of the Amendment, originally signed as required by the Securities Laws;
- 3.5.2.2 an originally signed copy of all documents relating to the proposed distribution of the Debentures and filed with the Amendment under the Securities Laws; and
- 3.5.2.3 such other documents as the Agents shall reasonably require;
3.6 it shall notify Scotia and RBC promptly, if, prior to the Closing Time, DBRS Morningstar or Moody’s advises Granite LP or Granite REIT that it is contemplating an adverse change in the rating or outlook applicable to the Debentures or, to the extent DBRS Morningstar or Moody’s has not done so at the date hereof, has placed or is contemplating placing the Debentures or the rating of the Debentures (i) on credit watch, ratings alert or other comparable downgrade warning, (ii) under review with negative or developing implications, or (iii) under review for possible downgrade or with direction uncertain;
3.7 it will advise the Agents, promptly after receiving notice or obtaining Knowledge, of:
3.7.1 the issuance by any Securities Regulator of any order suspending or preventing the use of the Supplemented Prospectus;
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3.7.2 the suspension of the qualification of the Debentures for offering, distribution or sale in any of the Qualifying Jurisdictions;
3.7.3 the institution, threat or contemplation of any proceeding for any of those purposes; or
3.7.4 any requests made by any Securities Regulator for amending or supplementing the Supplemented Prospectus or for additional information and, unless otherwise agreed to by the Agents, will use its reasonable best efforts to prevent the issuance of any such order and, if any such order is issued, to obtain the withdrawal of the order promptly; and
3.7.5 it will use reasonable best efforts to promptly do, make, execute, deliver or cause to be done, made, executed or delivered all such acts, documents and things as the Agents may reasonably require from time to time for the purpose of giving effect to this Agreement and the transactions contemplated herein and by the Supplemented Prospectus and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement and the transactions contemplated by the Supplemented Prospectus.
Deliveries

Granite LP shall cause to be delivered to the Agents:

4.1 contemporaneously with or prior to the filing of the Prospectus Supplement and any Amendment: (i) copies of the Supplemented Prospectus and any Amendment, in the English and French languages, signed by Granite LP and by Granite REIT and Granite GP as guarantors, as required by the Securities Laws; and (ii) a copy of any other document required to be filed by Granite LP under the Securities Laws in connection with the Offering;
4.2 at the time of the delivery to the Agents pursuant to this section 4 of the Prospectus Supplement or any Amendment, in each case in the French language,
4.2.1 an opinion of counsel in Québec to Granite LP, Granite REIT or Granite GP, as the case may be, dated the date of such document, and acceptable in form and substance to the Agents’ counsel, acting reasonably, that except for any financial statements and related management’s discussion and analysis, auditors’ reports, accounting data and other numerical data (collectively the “Excluded Information”) contained in such document, or incorporated by reference therein, the document in the French language is, in all material respects, a complete and proper translation of the document in the English language; and
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4.2.2 an opinion of the Auditors, dated the date of such document, and acceptable in form and substance to the Agents’ counsel, acting reasonably, that the Excluded Information in such document, or incorporated by reference therein, in the French language is, in all material respects, a complete and proper translation of the document in the English language;
4.3 at the time of filing the Prospectus Supplement, evidence satisfactory to the Agents and their counsel that DBRS Morningstar and Moody’s will rate the Debentures as set forth in the Prospectus Supplement by the Closing Time;
4.4 at the Closing Time and at the time of the delivery to the Agents, pursuant to this section 4, of the Supplemented Prospectus or any Amendment, a comfort letter of the Auditors, dated the Closing Date or the date of the Prospectus Supplement or Amendment, as the case may be, and addressed to the Agents, the board of trustees of Granite REIT and the board of directors of Granite GP, in its own capacity and in its capacity as general partner of Granite LP, in form and substance satisfactory to the Agents, acting reasonably, relating to the verification of financial information and such other information as the Agents or their counsel shall reasonably request (including, without limitation, statistical and accounting data) contained, or incorporated by reference in the Supplemented Prospectus or any Amendment, as the case may be, and matters involving changes or developments since the respective dates of which such financial information is given to a date not more than two Business Days prior to the date of such letter, which letter shall be in addition to the auditors’ report incorporated by reference in the Supplemented Prospectus or any Amendment and the comfort letter, if any, of the Auditors addressed, in the case of the Shelf Prospectus and the Supplemented Prospectus, to the Securities Regulators;
4.5 without charge, to those delivery points in the Qualifying Jurisdictions as the Agents may reasonably request, as soon as possible and in any event no later than 3:00 p.m. (Toronto time) on August 27, 2021 in the case of deliveries in Toronto and in other cities, and thereafter from time to time during the distribution of the Debentures, as many commercial copies of the Supplemented Prospectus in the English language and French language as the Agents may reasonably request. Granite LP shall similarly cause to be delivered commercial copies of any Amendment in the English and French languages, but only to the extent that, under applicable Securities Laws, copies thereof may be required to be delivered to purchasers or prospective purchasers of the Debentures; and
4.6 during the period commencing on the date hereof and ending on the date of completion of the distribution of the Debentures, Granite LP will promptly provide to Scotia, RBC and the Agents’ counsel drafts of any press release to be issued by Granite LP or Granite REIT (other than a press release relating to the regular monthly distribution on Stapled Units) relating to the Offering for review and approval by Scotia, RBC and the Agents’ counsel, such approval not to be unreasonably withheld or delayed, prior to issuance.
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Representations and Warranties - Supplemented Prospectus
5.1 Granite LP represents that it was qualified to file a short form shelf prospectus that is a base shelf prospectus under the Shelf Procedures at the time the Shelf Prospectus was filed and continues to be qualified to file a short form prospectus that is a base shelf prospectus under the Shelf Procedures and, at the time of filing of the Prospectus Supplement, there will be no documents required to have been filed under applicable Securities Laws in connection with the distribution of the Debentures at or prior to such time that will not have been filed as required.
5.2 Granite LP represents that it has prepared and filed with the Principal Regulator and the other Securities Regulators, in accordance with the Shelf Procedures, the Shelf Prospectus and has obtained from the Principal Regulator a receipt for the Shelf Prospectus for and on behalf of itself and each of the other Securities Regulators. The aggregate initial offering price of all securities issued pursuant to the Shelf Prospectus does not and, upon completion of the Offering, will not, exceed $1,750,000,000, being the maximum allowable amount thereunder.
5.3 The delivery to the Agents of the documents referred to in paragraphs 4.1 and 4.5 hereof shall constitute the joint and several representation and warranty of Granite LP, Granite REIT and Granite GP to the Agents that: (i) each such document at the time of its respective delivery complied in all material respects with the requirements of Securities Laws and that all the information and statements contained therein (except information and statements relating solely to the Agents’ Disclosure) were at the respective dates of delivery thereof, true and correct, contained no misrepresentation and constituted full, true and plain disclosure of all material facts relating to Granite LP, Granite REIT and their subsidiaries, taken together, and the Debentures as required by Securities Laws; and (ii) no material fact or information had been omitted from such disclosure (except information and statements relating solely to the Agents’ Disclosure) which was required to be stated in such disclosure or is necessary to make the statements or information contained in such disclosure not misleading in light of the circumstances under which they were made.
5.4 Each of Granite LP, Granite REIT and Granite GP consents to the use by the Agents of the documents referred to in Sections 4.1 and 4.5 hereof in connection with the distribution of the Debentures in the Qualifying Jurisdictions in compliance with the provisions of this Agreement.
Representations and Warranties - General
6.1 Granite LP, Granite REIT and Granite GP jointly and severally represent and warrant to the Agents, and acknowledge that each of them is relying upon such representations and warranties, that:
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6.1.1 Granite LP is a limited partnership validly created and existing under the laws of the Province of Québec, the directors of Granite GP, in its capacity as general partner of Granite LP, have been duly and validly appointed as directors and Granite GP, in its capacity as general partner of Granite LP, has all requisite corporate power and authority to carry on the Business of Granite LP as now conducted and as presently proposed to be conducted and to own or lease and to operate the properties and assets of Granite LP and to carry out the obligations of Granite LP hereunder;
6.1.2 Granite REIT is a trust validly created and existing under the laws of the Province of Ontario, the trustees of Granite REIT have been duly and validly appointed as trustees and such trustees of Granite REIT have all requisite power and authority to carry on the Business of Granite REIT as now conducted and as presently proposed to be conducted and to own or lease and to operate the properties and assets of Granite REIT and to carry out the obligations of Granite REIT hereunder;
6.1.3 Granite GP is a corporation validly incorporated and existing under the laws of the Province of British Columbia, the directors of Granite GP have been duly and validly appointed as directors and Granite GP has all requisite corporate power and authority to carry on the Business of Granite GP as now conducted and as presently proposed to be conducted and to own or lease and to operate the properties and assets of Granite GP and to carry out the obligations of Granite GP hereunder;
6.1.4 each Granite Entity (other than Granite REIT, Granite GP and Granite LP) has been duly incorporated (or otherwise formed if not a body corporate) and organized and is a valid and subsisting corporation (or other entity) under the laws of its jurisdiction of incorporation or formation;
6.1.5 each Granite Entity (other than Granite REIT, Granite GP and Granite LP) has all requisite power and authority to carry on its Business as now conducted and to own, lease and operate its properties and assets, including as described in the Supplemented Prospectus;
6.1.6 except as disclosed in the Supplemented Prospectus and to the Agents, Granite LP owns, directly or indirectly, all of the issued and outstanding shares or units of each of the Granite Entities (other than Granite REIT and Granite GP), free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever;
6.1.7 no Granite Entity has committed an act of bankruptcy or is insolvent, proposed a compromise or arrangement to its creditors generally, had a petition or a receiving order in bankruptcy filed against it, made a voluntary assignment in bankruptcy, taken any proceedings with respect
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to a compromise or arrangement, taken any proceedings to have itself declared bankrupt or wound-up, taken any proceedings to have a receiver appointed for any of its property or has had any execution or distress become enforceable or become levied upon any of its property, nor have any proceedings been taken, instituted or, to the Knowledge of Granite are pending, for the dissolution or liquidation of any Granite Entity;

6.1.8 each of Granite LP, Granite REIT and Granite GP is a “reporting issuer” or the equivalent in good standing under the Securities Laws of each of the Qualifying Jurisdictions and has no reasonable grounds to believe that it will not continue to be a “reporting issuer” or the equivalent thereof in good standing under the Securities Laws of each of the Qualifying Jurisdictions which recognize this concept up to and following the Closing Time;
6.1.9 Granite GP is the beneficial and registered owner of all of the outstanding general partnership interests in Granite LP; Granite REIT is the beneficial and registered owner of all of the outstanding limited partnership interests in Granite LP; and Granite LP is the beneficial owner or registered owner of all of the outstanding voting or equity securities of Granite Co. and each of the other material subsidiaries referred to in the AIF under the heading “Granite – Corporate Structure – Organizational Structure and Subsidiaries”;
6.1.10 each of the Granite Entities has conducted and is conducting its affairs and Business in compliance in all material respects with all applicable laws, rules, Environmental Laws, regulations, licences and permits and each is licensed, registered or qualified and has all necessary licences and permits in all jurisdictions in which it carries on business to enable its Business as now conducted to be carried on and as presently proposed to be conducted and to enable its assets to be owned or to be leased and to be operated, except where the failure to be so licensed, registered or qualified would not reasonably be expected to have a Material Adverse Effect, and none of such licences, registrations, qualifications and permits held by each of the Granite Entities contains any term, provision, condition or limitation which would reasonably be expected to have a Material Adverse Effect. To the Knowledge of Granite, no legislation, regulation, Law or other legal or regulatory requirement currently in force or proposed to be brought into force by any Governmental Authority which would reasonably be expected to have a Material Adverse Effect;
6.1.11 Granite LP has conducted and is conducting its Business in compliance with the terms and provisions of its limited partnership agreement, as amended, and Granite REIT has conducted and is conducting its
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Business in compliance with the terms and provisions of the Declaration of Trust;

6.1.12 except as set forth in the Supplemented Prospectus or any Amendment, or where it would not reasonably be expected to have a Material Adverse Effect:
6.1.12.1 Granite LP is the beneficial owner of its properties or its interests therein and any and all agreements pursuant to which Granite LP holds any such interests in properties are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms;
6.1.12.2 Granite LP is not in default of any of the provisions of any agreements described in paragraph 6.1.12.1, which would affect its ability to maintain its beneficial ownership, its interest in such properties, or the operation of its Business as now conducted or proposed to be conducted in respect of such properties, nor has any such default been alleged and such properties are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situate; and
6.1.12.3 all leases pursuant to which Granite LP derives its beneficial or other interests in such properties are in good standing and there has been no material default under any such leases (except for minor and temporary arrears and other similar temporary defaults which occur in the ordinary course of business or that have occurred as a result of the COVID-19 Outbreak, as disclosed in the Supplemented Prospectus or as otherwise disclosed to the Agents);
6.1.13 no Granite Entity is in default or in breach of any of the Material Agreements to which it is a party, except as would not reasonably be expected to have a Material Adverse Effect;
6.1.14 none of: (i) the execution and delivery of this Agreement and any document or instrument to be executed and delivered by Granite LP, Granite REIT or Granite GP pursuant hereto or as contemplated hereby (the “Transaction Documents”); (ii) the performance and compliance with the terms of this Agreement and any Transaction Documents to be executed and delivered by Granite LP, Granite REIT or Granite GP; or (iii) the issue and sale of the Debentures or the guarantee of the Debentures would result in any breach of, or be in conflict with or constitute a default under or create a state of facts which (whether after notice or lapse of time or both) would constitute a default under, and none of Granite LP, Granite REIT or Granite GP is in default under or
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in breach of: (A) the terms, conditions or provisions of the limited partnership agreement of Granite LP, the Declaration of Trust or any resolution of the trustees of Granite REIT or Unitholders or any resolution of the directors or shareholders of Granite GP; (B) any material mortgage, note, indenture, contract, agreement, written or oral, instrument, lease or other document to which it is a party, or by which its property or assets are bound; or (C) any judgment, decree, order, statute, rule or regulation applicable to it, including without limitation, the Securities Laws and the rules and regulations of the Stock Exchanges; except any consent, approval, permit, authorization, order or filing required under the Securities Laws and the rules and regulations of the Stock Exchange which shall have been obtained on or before the Closing Time, and except, in each case, any breach or default which would not reasonably be expected to have a Material Adverse Effect;

6.1.15 each of Granite LP, Granite REIT and Granite GP has all requisite power and authority: (i) to enter into this Agreement and the Trust Indenture; and (ii) to carry out all the terms and provisions of this Agreement, the Trust Indenture, the Debentures (in the case of Granite LP) and the guarantee of the Debentures (in the case of Granite REIT and Granite GP);
6.1.16 Granite GP, in its capacity as general partner of Granite LP, has all requisite power and authority to create, issue and deliver the Debentures and execute the certificate(s) for the Debentures in accordance with the provisions of this Agreement and the Trust Indenture; the trustees of Granite REIT have all requisite power and authority to guarantee the Debentures and execute the guarantee of the Debentures; and Granite GP has all requisite corporate power and authority to guarantee the Debentures and execute the guarantee of the Debentures;
6.1.17 BNY Trust Company of Canada, at its principal offices in Toronto, Ontario, will be, upon execution and delivery of the Seventh Supplemental Indenture, the duly appointed indenture trustee, authenticating agent, paying agent, transfer agent and registrar for the Debentures;
6.1.18 this Agreement, the Trust Indenture, the Debentures and the other Transaction Documents have been or will be, as the case may be, duly authorized, executed and delivered by Granite LP, Granite REIT and Granite GP, as the case may be, and constitute or will constitute, as the case may be, when so executed and delivered, legal, valid and binding obligations of Granite LP, Granite REIT and Granite GP, as the case may be, enforceable in accordance with their respective terms, except where enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights
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generally and general principles of equity when equitable remedies are sought;

6.1.19 the Debentures conform to the description thereof in the Supplemented Prospectus in all material respects;
6.1.20 the Debentures to be issued as described herein and in the Supplemented Prospectus will not have been issued in violation of any pre-emptive rights or contractual rights to purchase securities binding any of the Granite Entities;
6.1.21 Granite LP will apply the net proceeds from the issue and sale of the Debentures in accordance with the disclosure set forth under the heading “Use of Proceeds” in the Prospectus Supplement;
6.1.22 the financial statements included or incorporated by reference in the Supplemented Prospectus have been prepared in accordance with GAAP applied on a consistent basis for each period shown therein (except as disclosed in such financial statements) and present fairly in all material respects the combined and consolidated financial position, net income, comprehensive income, unitholders’ or shareholders’ equity and cash flows of Granite REIT and Granite GP, in each case at the dates and for the periods indicated in accordance with GAAP;
6.1.23 since December 31, 2020:
6.1.23.1 except regularly scheduled monthly distributions on Stapled Units, no distributions to Unitholders have been declared or paid by Granite REIT or Granite GP and, except as disclosed in the Supplemented Prospectus or to the Agents, no capital expenditures or commitments have been made by Granite LP, Granite REIT or Granite GP, except in the ordinary course of business,
6.1.23.2 none of Granite LP, Granite REIT or Granite GP have incurred any material obligation or liability, direct, contingent or otherwise, except in the ordinary course of business, and
6.1.23.3 no transactions of a nature material to Granite LP, Granite REIT, Granite GP and their subsidiaries, considered as a whole, have been entered into by Granite LP, Granite REIT or Granite GP,

and except, in each case, as have been or will be disclosed in the Supplemented Prospectus or any Amendment;

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6.1.24 other than as may be required under Securities Laws and the rules, regulations and by-laws of the Stock Exchanges, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the execution and delivery of the Trust Indenture or the creation, authorization, issue and sale of the Debentures or the guarantee of the Debentures as contemplated by this Agreement;
6.1.25 there is no legal or governmental action, proceeding or investigation pending or, to the Knowledge of Granite, threatened, which would question the validity of the creation, issuance or sale of the Debentures, the guarantee of the Debentures or the validity of any action taken or to be taken by Granite LP, Granite REIT or Granite GP in connection with this Agreement or the Trust Indenture, as the case may be;
6.1.26 except as disclosed in the Supplemented Prospectus, as disclosed to the Agents, or for such matters as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, (i) there are no actions, suits, proceedings, inquiries or investigations in progress, pending or, to the Knowledge of Granite, threatened against or affecting any Granite Entity at law or in equity or before or by any federal, national, provincial, territorial, state, municipal or other government, bureau, agency or instrumentality, domestic or foreign, and (ii) there are no matters under discussion with any such government, bureau, agency or instrumentality relating to Taxes, governmental charges, orders or assessments asserted by any such government, bureau, agency or instrumentality;
6.1.27 Granite LP or Granite REIT has not been advised by DBRS Morningstar or Moody’s that either of such rating agencies is contemplating an adverse change in the rating or outlook applicable to the Debentures or, to the extent DBRS Morningstar or Moody’s has not done so at the date hereof, has placed or is contemplating placing the Debentures or the rating of the Debentures (i) on credit watch, ratings alert or other comparable downgrade warning, (ii) under review with negative or developing implications, or (iii) under review for possible downgrade or with direction uncertain;
6.1.28 to the Knowledge of Granite, there are no contemplated, threatened, pending or ongoing orders, investigations, or proceedings relating to suspending the sale or ceasing the trading of any of the securities of Granite REIT, Granite GP or Granite LP, or prohibiting the sale of the Debentures by Granite LP or against any of the trustees or officers of Granite REIT or directors or officers of Granite GP, issued by any regulatory authority in any of the Qualifying Jurisdictions;
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6.1.29 other than as provided for in this Agreement, or otherwise disclosed to the Agents in writing, Granite REIT, Granite GP and Granite LP have not incurred any obligation or liability, contingent or otherwise, for brokerage fees, finder’s fees, agent’s commission or other similar forms of compensation with respect to the transactions contemplated herein;
6.1.30 on or before the Closing Time, all actions required to be taken by or on behalf of Granite LP, Granite REIT and Granite GP, including the passing of all requisite resolutions of shareholders, directors or trustees, as the case may be, shall have occurred so as to validly authorize the entering into by Granite LP, Granite REIT and Granite GP of the Trust Indenture, the creation, issuance and sale of the Debentures, the guarantee of the Debentures and the performance of the obligations of Granite LP, Granite REIT and Granite GP hereunder and thereunder;
6.1.31 except to the extent that the failure to take such action or a matter described in this paragraph would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect: (i) all of the Granite Entities’ real properties and the buildings constructed thereon are insured against all loss from damage by hazards or risks normally insured against, with reasonable deductibles; (ii) all buildings constructed by the Granite Entities were constructed in accordance with building permits properly issued therefor, if required, and all of the Granite Entities’ buildings are in material compliance with all applicable building and zoning by-laws; (iii) there are no material defects in such buildings; (iv) there are no outstanding work orders or deficiency notices relating to such buildings from or required by any police or fire department, sanitation authority, health authority or any other federal, national, provincial, territorial, state or municipal authority, foreign or domestic, and there is no matter under discussion with any such department or authority relating to work orders or deficiency notices; and (v) such buildings and all chattels required for the effective operation of such buildings are in good operating condition and are in a state of good repair and maintenance;
6.1.32 Granite REIT qualified as a “real estate investment trust” as defined in the Tax Act for its 2020 taxation year and, as of the date hereof, intends to continue to so qualify throughout 2021 and subsequent taxation years; Granite REIT America Inc. qualified as a “real estate investment trust” as defined in the Tax Code for its 2020 taxation year and has no reasonable grounds to believe that it will not continue to so qualify throughout 2021;
6.1.33 that Granite REIT currently qualifies as a “unit trust” and “mutual fund trust” for purposes of the Tax Act;
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6.1.34 except where it would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect:
6.1.34.1 all of Granite LP’s real properties and the buildings constructed and operations thereon comply with all applicable federal, national, provincial, territorial, state and municipal environmental, health and safety laws, regulations, rules, directives, instruments, orders, permits, authorizations and licenses, domestic and foreign;
6.1.34.2 none of such properties, buildings or operations is subject to any judicial or administrative proceeding alleging the violation of any federal, national, provincial, territorial, state or municipal environmental, health or safety law, regulation, rule, directive, instrument, order, permit, authorization, license, domestic or foreign, or, to the best of the Knowledge of Granite, is subject to any investigation, by or on behalf of a Granite Entity, evaluating whether any remedial action is needed to respond to a Release of any Hazardous Substance into the environment;
6.1.34.3 no Granite Entity nor, to the Knowledge of Granite, any tenant in any property in which any Granite Entity has a direct or indirect interest, has filed any notice under any federal, national, provincial, territorial, state or municipal law, regulation, rule, directive, instrument or order, domestic or foreign, indicating past or present treatment, storage or disposal of a Hazardous Substance or reporting a spill or Release of a Hazardous Substance into the environment involving any Granite Entity’s real properties other than those which have been remedied;
6.1.34.4 none of Granite LP’s real properties has been used, during the time Granite LP or Granite Co. has directly or indirectly owned such properties, as a waste storage site or to operate a waste management business;
6.1.34.5 Granite LP has no contingent liability of which Granite has Knowledge or reasonably should have Knowledge in connection with any Release of any Hazardous Substance on or into the environment from any of Granite LP’s real properties or the buildings and operations thereon;
6.1.34.6 no Granite Entity nor, to the Knowledge of Granite, any tenant in any property in which any Granite Entity has a direct or indirect interest, generates, transports, treats, stores or disposes of any waste, subject waste, hazardous waste,
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deleterious substance, industrial waste (as defined in applicable federal, national, provincial, territorial, state or municipal law, regulation, rule, directive, instrument or order, domestic or foreign) on any Granite Entity’s real properties in contravention of applicable federal, national, provincial, territorial, state or municipal law, regulation, rule, directive, instrument or order, domestic or foreign, enacted for the protection of the natural environment or human health; and

6.1.34.7 to the Knowledge of Granite, no underground storage tanks or surface impoundments containing a petroleum product or Hazardous Substance are located on any Granite Entity’s real properties in contravention of applicable federal, national, provincial, territorial, state or municipal law, regulation, rule, directive, instrument or order, domestic or foreign, enacted for the protection of the natural environment or human health.
6.1.35 the Auditors are independent with respect to each of Granite REIT and Granite GP within the meaning of the rules of professional conduct applicable to auditors in Canada; and since January 1, 2016, there has not been any reportable event within the meaning of National Instrument 51-102 with the Auditors;
6.1.36 no acquisition has been made by any Granite Entity since January 1, 2019 that would be a significant acquisition of the issuer for the purposes of Securities Laws; and no proposed acquisition by any Granite Entity has progressed to a state where a reasonable person would believe that the likelihood of such Granite Entity completing the acquisition is high and that, if completed at the date of the Prospectus Supplement, would be a significant acquisition of the issuer for the purposes of Securities Laws, in each case, that would require the prescribed disclosure in the Supplemented Prospectus pursuant to such laws, including without limitation Item 10 of Form 44-101F1; for the purposes of this paragraph, “issuer” will be interpreted in the manner described in Item 32.1 of Form 41-101F1 – Information Required in a Prospectus ;
6.1.37 each of Granite REIT and Granite GP maintains a system of internal control over financial reporting that complies with the requirements of National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators and applicable U.S. securities laws that has been designed by such Person’s Chief Executive Officer and Chief Financial Officer, or under their supervision, and effected by such Person’s board of directors, management and other personnel, to provide reasonable assurance
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regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with such Person’s generally accepted accounting principles, and each of Granite REIT and Granite GP is not aware of any material weaknesses in its internal control over financial reporting. Each of Granite REIT and Granite GP maintains a system of disclosure controls and procedures that is designed to provide reasonable assurance that information required to be disclosed by Granite REIT and Granite GP under Securities Laws and applicable U.S. securities laws is recorded, processed, summarized and reported within the time periods specified under Securities Laws and applicable U.S. securities laws;

6.1.38 except for such matters as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect: (i) all tax returns required to be filed by each Granite Entity on or prior to the date hereof have been filed and completely report all income and other amounts and information required to be reported thereon; (ii) all Taxes and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to Tax or penalties applicable thereto of each Granite Entity, due or claimed to be due in writing by any taxing authority have been paid by such Granite Entity, whether or not assessed by the appropriate taxing authority, other than non-material amounts or those being contested in good faith and for which adequate reserves have been provided; (iii) no Granite Entity is a party to any agreement, waiver or arrangement with any taxing authority which relates to any extension of time with respect to the filing of any tax returns, elections, designations or similar filings relating to Taxes, any payment of taxes or any assessment or collection thereof; (iv) each Granite Entity has collected all amounts on account of sales or transfer Taxes required by law to be collected by it and has remitted to the appropriate taxing authority any such amounts required to be remitted by it in a timely manner; (v) there is no tax deficiency which has been asserted against any Granite Entity; other than those being contested in good faith and for which adequate reserves have been provided; (vi) all material tax liabilities of the Granite Entities are adequately provided for in accordance with GAAP within the combined financial statements of Granite REIT and Granite GP for all periods in 2019 and 2020; (vii) except as disclosed to the Agents, there are no audits or investigations in progress or, to the Knowledge of Granite, pending or threatened, against any Granite Entity in respect of Taxes; and (viii) there are no liens for Taxes upon the assets of any Granite Entity;
6.1.39 Granite has obtained and will maintain insurance policies as are appropriate to the Business covering such hazards and for such amounts as would be commensurate with industry standards and the insured party thereunder is not in default with respect to any insurance policy and has
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not received any advice or notification that such insurance will be cancelled or will not be renewed;

6.1.40 the operations of the Granite Entities, are and have been conducted at all times in compliance with the anti-money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental authorities to which they are subject, including without limitation, Title 18 U.S. Code Section 1956 and 1957, the Bank Secrecy Act, as amended by the USA PATRIOT Act and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving any Granite Entity with respect to the AntiMoney Laundering Laws is, to the Knowledge of Granite, pending or threatened; and
6.1.41 no Granite Entity, nor any director, officer, agent, employee, affiliate or, to the Knowledge of Granite, person acting on behalf of any such person, has: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic governmental official from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada) or any other Law, rule or regulation of similar purpose and scope; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment.
6.1.42 except as mandated by an applicable Governmental Authority, which mandates have not materially affected Granite, as at the date of this Agreement, and except as disclosed in the Prospectus Supplement, there has been no suspension of the operations of the Granite Entities as a result of the novel coronavirus disease (COVID-19) outbreak (the “COVID-19 Outbreak”). Granite has been monitoring the COVID-19 Outbreak and the potential impact at all of its operations, and has implemented appropriate measures to support the health of its employees where the Granite Entities operate while continuing to operate.
Closing of the Offering

The closing of the sale of the Debentures provided for in this Agreement shall be completed electronically or at the offices of Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 4000 Toronto, Ontario, M5L 1A9 at the Closing Time.

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7.1 The following are conditions precedent to the obligations of the Agents under this Agreement, which conditions Granite LP covenants to use its best efforts to fulfil within the times set out herein, and which conditions may be waived in writing in whole or in part by the Agents:
7.1.1 receipt by the Agents of the following documents:
- 7.1.1.1 a favourable legal opinion, dated the Closing Date, from counsel to Granite LP, Granite REIT and Granite GP, Blake, Cassels & Graydon LLP, with respect to the following matters, except for the opinion in clause (xi) below which shall be provided separately by Davies Ward Phillips & Vineberg LLP:
  - (i) as to the due formation and valid subsistence of Granite LP under the laws of its jurisdiction of formation, and as to the adequacy of the power and capacity of Granite LP (or Granite GP in its capacity as general partner of Granite LP) to carry out the obligations of Granite LP under this Agreement and to create, authorize, issue and sell the Debentures;
  - (ii) as to the due formation and valid subsistence of Granite REIT under the laws of its jurisdiction of formation, and as to the adequacy of the power and authority of Granite REIT (or the trustees of Granite REIT in their capacity as trustees of Granite REIT) to carry out the obligations of Granite REIT under this Agreement and to guarantee the Debentures;
  - (iii) as to the due formation and valid existence of Granite GP under the laws of its jurisdiction of formation, and as to the adequacy of the power and capacity of Granite GP to carry out the obligations of Granite GP under this Agreement and to guarantee the Debentures;
  - (iv) that each of Granite LP, Granite REIT and Granite GP has all requisite power, capacity and authority under the laws of its jurisdiction of formation to own or lease its properties and assets and to carry out the transactions contemplated by the Supplemented Prospectus and this Agreement;
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(v) that all necessary action has been taken by each of Granite LP (or Granite GP in its capacity as general partner of Granite LP), Granite REIT (or the trustees of Granite REIT in their capacity as trustees of Granite REIT) and Granite GP to authorize the execution, delivery and performance of each of this Agreement, the Trust Indenture, the Debentures (in the case of Granite LP) and the guarantee of the Debentures (in the case of Granite REIT and Granite GP) and the execution and filing of the Supplemented Prospectus and, to the extent applicable, any Amendment;
(vi) that the attributes of the Debentures are consistent in all material respects with the description thereof in the Supplemented Prospectus;
(vii) if the Debentures will be issued in certificated form, that the form and terms of the certificate representing the Debentures have been approved and adopted by Granite LP and comply with the terms and conditions of the limited partnership agreement of Granite LP and the Trust Indenture;
(viii) that each of this Agreement, the Trust Indenture, the Debentures (in the case of Granite LP) and the guarantee of the Debentures (in the case of Granite REIT and Granite GP) has been duly authorized, executed and delivered by Granite LP, Granite REIT or Granite GP, as applicable, and constitutes legal, valid and binding obligations of Granite LP, Granite REIT or Granite GP, as the case may be, enforceable against it in accordance with its terms;
(ix) as to compliance with the laws of the Province of Québec relating to the use of the French language;
(x) that the Indenture Trustee at its principal offices in Toronto has been duly appointed as the indenture trustee under the Trust Indenture;
(xi) confirming its opinions contained under the heading “Certain Canadian Federal Income Tax Considerations” and “Eligibility for Investment” in the Prospectus Supplement; and
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(xii) that all necessary documents have been filed, all necessary proceedings have been taken and all other legal requirements have been fulfilled under Securities Laws by Granite LP to qualify the distribution of the Debentures to the public in each Qualifying Jurisdiction through persons who are registered under the applicable legislation of such Qualifying Jurisdiction and who have complied with the relevant provisions of such applicable legislation,

it being understood that such counsel may rely on, or separately deliver to the Agents, the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than the Provinces of Ontario, British Columbia, Alberta and Québec and may rely, to the extent appropriate in the circumstances, as to matters of fact on certificates of officers of Granite GP (in its capacity as general partner of Granite LP and in its own capacity) and Granite REIT;

7.1.1.2 a favourable legal opinion of the Agents’ counsel, which may rely on the opinion of Granite LP’s counsel (except in respect of any tax opinions) as to matters which specifically relate to Granite LP, dated the Closing Date, in form and substance satisfactory to the Agents, acting reasonably, with respect to those matters as the Agents may reasonably request relating to the distribution of the Debentures;
7.1.1.3 a certificate or certificates, dated the date of delivery and signed by the chief executive officer or the chief financial officer of Granite GP (in its capacity as general partner of Granite LP), or such other officer of Granite GP as may be acceptable to the Agents, acting reasonably, certifying on behalf of Granite LP and without personal liability:
(i) that Granite LP has complied with all terms and conditions of this Agreement to be complied with by Granite LP at or prior to the Closing Time;
(ii) that the representations and warranties of Granite LP contained herein are true and correct as of the Closing Time after giving effect to the transactions contemplated hereby;
(iii) that no order, ruling or determination having the effect of ceasing or suspending trading in the
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Debentures has been issued and no proceedings for such purpose are pending or, to the best of the knowledge, information and belief of the persons signing such certificate, are contemplated or threatened;

(iv) that to the best of the knowledge, information and belief of the persons signing such certificate, after having made reasonable inquiries, since the date of the Prospectus Supplement or any Amendment, there has been no material change or Material Adverse Change; and
(v) as to such other matters of a factual nature as the Agents and the Agents’ counsel may reasonably request;
7.1.1.4 a certificate or certificates, dated the date of delivery and signed by the chief executive officer or the chief financial officer of each of Granite REIT and Granite GP, or such other officer of Granite REIT and Granite GP as may be acceptable to the Agents, acting reasonably, certifying on behalf of Granite REIT and Granite GP, respectively, and without personal liability:
(i) that it has complied with all terms and conditions of this Agreement to be complied with by it at or prior to the Closing Time;
(ii) that its representations and warranties contained herein are true and correct as of the Closing Time after giving effect to the transactions contemplated hereby;
(iii) that to the best of the knowledge, information and belief of the persons signing such certificate, after having made reasonable inquiries, since the date of the Prospectus Supplement or any Amendment, there has been no material change or Material Adverse Change; and
(iv) as to such other matters of a factual nature as the Agents and the Agents’ counsel may reasonably request;
7.1.1.5 evidence that each of Granite LP, Granite REIT and Granite GP has authorized and approved this Agreement, the Trust Indenture, the creation, issuance and sale of the Debentures
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(in the case of Granite LP) and the guarantee of the Debentures (in the case of Granite REIT and Granite GP) and all matters relating thereto; and

7.1.1.6 evidence that the Debentures have been issued and registered in the name of “CDS & CO.”, or in such name or names as the Agents may direct, against payment to Granite LP, or as Granite LP may direct, of the Purchase Price net of the Agency Fee by wire transfer payable in Toronto,

all in form and substance reasonably satisfactory to the Agents;

7.1.2 the Prospectus Supplement, any Amendment and any template form of marketing materials approved by Scotia, RBC and Granite LP in the manner permitted by Securities Laws shall have been filed with the Securities Regulators in each of the Qualifying Jurisdictions in accordance with Securities Laws;
7.1.3 confirmation in a form acceptable to the Agents, acting reasonably (it being acknowledged that oral or written confirmation from counsel to Granite that it has reviewed letters from DBRS Morningstar and/or Moody’s is acceptable to the Agents), that the Debentures have received a rating, with no adverse change in outlook, from DBRS Morningstar of “BBB (high)” with a stable trend or higher and from Moody’s of “Baa2” or higher, and that neither the Debentures nor the rating of the Debentures have been, to the extent it has not been done at the date hereof, placed by DBRS Morningstar or Moody’s (i) on credit watch, ratings alert or other comparable downgrade warning, (ii) under review with negative or developing implications, or (iii) under review for possible downgrade or with direction uncertain;
7.1.4 the representations and warranties of each of Granite LP, Granite REIT and Granite GP contained herein being true and correct as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated hereby;
7.1.5 each of Granite LP, Granite REIT and Granite GP having complied with all covenants and satisfied all terms and conditions to be complied with and satisfied by it at or prior to the Closing Time; and
7.1.6 the Agents not having previously terminated their obligations pursuant to section 10 of this Agreement.
7.2 It shall be a condition precedent to Granite LP’s obligations to issue the Debentures that:
7.2.1 the Agents shall have delivered or caused to be delivered to Granite LP, by wire transfer in immediately available funds, the Purchase Price for
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the Debentures, less an amount equal to the full amount of the Agency Fee;

  - 7.2.2 the Agents shall have complied with the covenants and satisfied all terms and conditions to be complied with and satisfied by them at or prior to the Closing Time (which condition may be waived in writing, in whole or in part, by Granite LP); and

  - 7.2.3 no order shall have been made by any Securities Regulator in any Qualifying Jurisdiction which restricts in any manner the distribution of the Debentures.

Indemnity
8.1 Granite LP, Granite REIT and Granite GP (collectively, the “Indemnifying Parties”) shall jointly and severally protect, indemnify and save harmless the Agents and the Agents’ directors, officers, shareholders, employees and agents (collectively, the “Indemnified Parties”) from and against all losses (other than losses of profit in connection with the distribution of the Debentures) claims, actions, causes of action, demands, costs, damages, expenses and liabilities (collectively, “Claims”) caused by or arising directly or indirectly by reason of:
- 8.1.1 any information or statement (except any information or statement relating to Agents’ Disclosure) contained in the Supplemented Prospectus or any Amendment or Supplementary Material, being or being alleged to be a misrepresentation or untrue, or any omission or alleged omission to state therein any fact or information (except facts or information relating solely to Agents’ Disclosure) required to be stated therein or necessary to make any of the statements therein not misleading in light of the circumstances in which they were made;
- 8.1.2 any order made or any inquiry, investigation or proceeding commenced or threatened by any securities regulatory or other authority, based upon any untrue statement, omission or misrepresentation or alleged untrue statement, omission or misrepresentation (except a statement, omission or misrepresentation relating to Agents’ Disclosure) in the Supplemented Prospectus or any Amendment or Supplementary Material (except any document or material delivered or filed by, or required to be delivered or filed by the Agents) preventing or restricting the trading in or the sale or distribution of the Debentures or any of them or any other securities of either Granite LP or Granite REIT in any of the Qualifying Jurisdictions;
- 8.1.3 the non-compliance or alleged non-compliance by Granite LP with any of the Securities Laws; or
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8.1.4 any breach or default by Granite LP, Granite REIT or Granite GP of representations, warranties, covenants or obligations to be complied with under this Agreement.
8.2 If any Claim contemplated by this section 8 shall be asserted against any of the Indemnified Parties, or if any potential Claim contemplated by this section 8 shall come to the knowledge of any of the Indemnified Parties, the Indemnified Party concerned shall notify the Indemnifying Parties as soon as possible of the nature of such Claim (provided that any failure to so notify shall not, except to the extent of actual prejudice to the Indemnifying Parties therefrom, affect the Indemnifying Parties’ liability under this section 8) and the Indemnifying Parties (or any of them) shall, subject as hereinafter provided, be entitled (but not required) to assume the defence on behalf of the Indemnified Party of any suit brought to enforce such Claim. Any such defence shall be through legal counsel acceptable to the Indemnified Party and no admission of liability shall be made by the Indemnifying Parties (or any of them) or the Indemnified Party without, in each case, the prior written consent of all the parties hereto, such consent not to be unreasonably withheld or delayed. An Indemnified Party shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless: (i) the Indemnifying Parties fail to assume the defence of such suit on behalf of the Indemnified Party within five Business Days of receiving notice of such suit; (ii) the employment of such counsel has been authorized by the Indemnifying Parties; or (iii) the named parties to any such suit include both the Indemnified Party and one or more of the Indemnifying Parties and the Indemnified Party shall have been advised by counsel that there may be one or more legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnifying Party or Indemnifying Parties (in each of which cases the Indemnifying Parties shall not have the right to assume the defence of such suit on behalf of the Indemnified Party and shall be liable to pay the reasonable fees and expenses of the counsel for the Indemnified Party). It is the intention of the Indemnifying Parties to constitute each Agent as trustee for such Agent’s directors, officers, shareholders, employees and agents of the covenants of the Indemnifying Parties under this section 8 with respect to such Agent’s directors, officers, shareholders, employees and agents and each Agent agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.
8.3 The Indemnifying Parties hereby waive their right to recover contribution from the Agents with respect to any liability of the Indemnifying Parties by reason of or arising out of any misrepresentation contained in the Supplemented Prospectus or any Amendment or Supplementary Material (except information or statements relating to Agents’ Disclosure).
8.4 The rights of indemnity contained in this section 8 in respect of a Claim based on a misrepresentation or omission or alleged misrepresentation or omission shall not apply if Granite LP has complied with section 4 and the person
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asserting such Claim was not provided with a copy of the Supplemented Prospectus (if required under Securities Laws to have been so delivered to such person by the Agents) which corrects such misrepresentation or omission or alleged misrepresentation or omission, if such Claim would have no basis had such delivery been made.

8.5 If for any reason the indemnification provided for in paragraph 8.1 is unavailable, in whole or in part, to an Indemnified Party in respect of any Claim referred to in paragraph 8.1, and subject to the restrictions and limitations referred to therein, the Indemnifying Parties shall contribute to the amount paid or payable (or, if such indemnity is unavailable only in respect of a portion of the amount so paid or payable, such portion of the amount so paid or payable) by such Indemnified Party as a result of such losses, claims, damages, liabilities, costs or expenses (or claims, actions, suits or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Indemnifying Parties on the one hand and the Agents on the other hand from the sale of the Debentures; provided, however, that the Indemnified Parties shall not in any event be liable to contribute, in the aggregate, any amount in excess of the amount of the Agency Fee.

The relative benefits received by the Indemnifying Parties on the one hand and the Agents on the other hand shall be deemed to be in the proportion that the total proceeds received from the sale of the Debentures, if any (net of the Agency Fee (or any portion thereof) actually received) is to the Agency Fee (or any portion thereof) actually received. The amount paid or payable by an Indemnified Party as a result of such losses, claims, damages, liabilities, costs or expenses (or Claims in respect thereof) referred to above shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, costs or expenses (or Claims in respect thereof), whether or not resulting in any such Claim.

Expenses

All expenses of Granite LP, Granite REIT and Granite GP related to, or incidental to, the authorization, creation, issue, delivery, guarantee and sale of the Debentures and of or incidental to all other matters in connection with the transactions herein set out, whether or not the transactions herein set out are completed, shall be borne by Granite LP, Granite REIT and Granite GP, respectively, including, without limitation: printing and translation costs; prospectus and other filing fees; all reasonable costs and out of pocket expenses incurred in the marketing of the Debentures; costs of legal, accounting, tax and other advisors to Granite LP, Granite REIT and Granite GP and their affiliates; the fees and expenses of local counsel; the fees and disbursements of the Agents’ counsel and all of the Agents’ reasonable “out-ofpocket” expenses; and fees of the Indenture Trustee.

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10. Termination

10.1 In addition to any other remedies which may be available to the Agents, any Agent shall be entitled, at its option, to terminate and cancel, without any liability on its part, such Agent’s own obligations under this Agreement:
10.1.1 if, prior to the Closing Time, any inquiry, investigation or other proceeding is commenced or any order is issued under or pursuant to any statute of Canada or of any province or territory of Canada, or otherwise, or there is any change of law, or the interpretation or administration thereof, which in the reasonable opinion of the Agent operates to prevent or restrict the trading in the Debentures or the Stapled Units or the distribution of the Debentures, by giving Granite LP written notice to that effect not later than the Closing Time;
10.1.2 if, prior to the Closing Time, there shall occur or be discovered any change as is contemplated in paragraph 3.6 (other than a change related to the Agents), which in the reasonable opinion of the Agent could be expected to have a material adverse effect on the market price or value of the Debentures or the Stapled Units, by giving Granite LP written notice to that effect not later than the Closing Time;
10.1.3 if, prior to the Closing Time, there should be announced, develop, occur or come into effect any occurrence of national or international consequence (including the COVID-19 Outbreak, to the extent that there is any material adverse development related thereto after August 25, 2021, or similar event or the escalation thereof), or any action, state, condition, law or regulation, inquiry, or other occurrence of any nature whatsoever which, in the reasonable opinion of the Agent, seriously affects, or may seriously affect, the financial markets or the Business of Granite LP, Granite REIT or Granite GP, by giving Granite LP written notice to that effect not later than the Closing Time; or
10.1.4 there shall have been, or have been announced by the appropriate Governmental Authorities, any change or any proposed change in the Tax Act or other applicable legislation, the regulations thereunder, current administrative decisions or practices or court decisions or any other applicable rules which, in any such case, in the reasonable opinion of the Agent, might reasonably be expected to have a material adverse effect on the tax consequences associated with the purchase, holding or resale of the Debentures or on any distribution that would be made by Granite LP to the holders of such Debentures, by giving Granite LP written notice to that effect not later than the Closing Time.

If an Agent terminates its obligations hereunder pursuant to this section 10, Granite LP’s, Granite REIT’s and Granite GP’s liability hereunder to such

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Agent shall be limited to Granite LP’s, Granite REIT’s and Granite GP’s respective obligations under sections 8 and 9 hereof.

11. Reliance on Lead Agents

All steps or other actions which must or may be taken by the Agents in connection with this Agreement shall be taken by Scotia and RBC, with the exception of the matters contemplated by sections 8, 10 and 13, on the Agents’ behalf and the execution of this Agreement by the Agents shall constitute the authority of Granite LP, Granite REIT and Granite GP for accepting notification of any such steps or other actions from one or more of Scotia and RBC. Scotia and RBC hereby agree to use their reasonable best efforts to consult with each of the Agents prior to taking any step or other action pursuant to this section 11.

12. Joint Obligation

The Agents’ rights and obligation under this Agreement, including but not limited to the right and obligation to offer for sale the Debentures, shall be several and not joint, and the Agents’ respective obligations in this respect shall be limited as regards to each of the Agents to the following percentages of the aggregate amount of Debentures to be offered for sale at the Closing Time:

ng Time:
Scotia RBC TD BMO CIBC iA Private Wealth Inc. National Bank Financial Inc.	29.0% 29.0% 20.0% 13.0% 5.0% 2.0% 2.0%
	100%

13. Conditions

All of the terms and conditions contained in this Agreement to be satisfied by Granite LP, Granite REIT and Granite GP prior to the Closing Time shall be construed as conditions, and any breach or failure by Granite LP, Granite REIT or Granite GP to comply with any of such terms and conditions shall entitle any Agent to terminate such Agent’s obligations under this Agreement by written notice to that effect given to Granite LP prior to the Closing Time. It is understood and agreed that any Agent may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to the Agent’s rights in respect of any such terms and conditions or any other or subsequent breach or noncompliance; provided, however, that to be binding, any such waiver or extension must be in writing and signed by such Agent. If an Agent elects to terminate such Agent’s obligations under this Agreement as aforesaid, whether the reason for such termination is within or beyond the control of Granite LP, Granite REIT or Granite GP, as applicable, the liability of Granite LP, Granite REIT and Granite GP, as applicable, hereunder to such Agent shall be limited to the indemnity referred to in section 8 hereof and the payment of expenses referred to in section 9 hereof.

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14. Survival

All warranties, representations, covenants and agreements of Granite LP, Granite REIT and Granite GP herein contained or contained in any other Transaction Documents shall survive the sale of the Debentures and shall continue in full force and effect for the period hereinafter described, regardless of any investigation which the Agents may carry out or which may be carried out on behalf of the Agents or otherwise. Such warranties, representations, covenants and agreements of Granite LP, Granite REIT and Granite GP shall survive for such maximum period of time as the Agents may be entitled to commence an action, or exercise a right of rescission, with respect to a misrepresentation contained in the Supplemented Prospectus, or an Amendment or either of them, pursuant to Securities Laws in any of the Qualifying Jurisdictions.

15. Concurrent Offerings

Granite LP shall not, without the prior written consent of Scotia and RBC, on behalf of the Agents, such consent not to be unreasonably withheld or delayed, create, issue, or sell (or agree to sell or announce any such agreement to create, issue or sell), directly or indirectly, any debt securities of either Granite LP or Granite REIT pursuant to a prospectus with a term to maturity greater than one year, or any securities convertible into or exchangeable for such debt securities of either Granite LP or Granite REIT, or enter into an agreement to do any of the foregoing, for the period up to and including the date which is 60 days following the Closing Date, other than:

(i) the Debentures; and

(ii) mortgages, charges and similar instruments granted on specific properties now owned or hereafter acquired by either Granite LP or Granite REIT or any of their affiliates.

16. Notice

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be personally delivered or sent by facsimile transmission or email communication on a Business Day to the following addresses:

in the case of Granite LP, Granite REIT or Granite GP:

c/o Granite REIT Holdings Limited Partnership 77 King Street West, Suite 4010, P.O. Box 159 Toronto, Ontario M5K 1H1 Attention: Teresa Neto Email: [email protected]

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with a copy (which shall not constitute notice) to:

Blake, Cassels & Graydon LLP 199 Bay Street, Suite 4000 Toronto Ontario M5L 1A9 Attention: Jeff Lloyd and Brendan Reay Email: [email protected]; [email protected]

and

c/o Scotia Capital Inc. 40 King Street West, 66[th] Floor Box 4085, Station “A” Toronto, Ontario M5H 1H1 Attention: Sharon Telem, Managing Director Email: [email protected]

in the case of the Agents:

c/o RBC Dominion Securities Inc. Royal Bank Plaza, 200 Bay Street, 2[nd] Floor Toronto, Ontario M5J 2W7

Attention: William Lumsden, Director Email: [email protected]

with a copy (which shall not constitute notice) to:

Osler, Hoskin & Harcourt LLP Box 50, 1 First Canadian Place Toronto, Ontario M5X 1B8 Attention: Desmond Lee Email: [email protected]

Granite LP, Granite REIT, Granite GP or any of the Agents may change its address for notice by notice given in the manner aforesaid. Any such notice or other communication shall be deemed to have been given on the day on which it was delivered or sent by facsimile transmission or email communication if received during normal business hours; otherwise it shall be deemed to have been received by 9:00 a.m. (Toronto time) on the next Business Day.

17. Not Fiduciaries

Granite LP, Granite REIT and Granite GP hereby acknowledge that the Agents are acting solely as agents to Granite LP in connection with the offering and sale of the Debentures.

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Granite LP, Granite REIT and Granite GP further acknowledge that the Agents are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm’s length basis, and in no event do the parties intend that the Agents act or be responsible as fiduciaries to any of Granite LP, Granite REIT or Granite GP or their respective officers, directors, partners, securityholders or creditors or any other Person in connection with any activity that the Agents may undertake or have undertaken in furtherance of such offering and sale of the Debentures, either before or after the date hereof. Granite LP, Granite REIT, Granite GP and the Agents agree that they are each responsible for making their own independent judgments with respect to the transactions contemplated by this Agreement and that any opinions or views expressed by the Agents to any of Granite LP, Granite REIT or Granite GP regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the Debentures, do not constitute recommendations to either Granite LP, Granite REIT or Granite GP.

18. Time of Essence

Time shall be of the essence of this Agreement.

19. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and the courts of such province shall have non-exclusive jurisdiction over any dispute hereunder.

20. Severability

If any provision of this Agreement is determined to be void or unenforceable, in whole or in part, such void or unenforceable provision shall not affect or impair the validity of any other provision of this Agreement and shall be severable from this Agreement.

21. Acknowledgement

The parties acknowledge and agree that the obligations of Granite REIT hereunder are not personally binding upon (i) any trustee thereof, (ii) any registered or beneficial holder of Stapled Units (a “Unitholder”), (iii) any annuitant under a plan of which a Unitholder acts as trustee or carrier, or (iv) officers, employees or agents of Granite REIT, and resort shall not be had to, nor shall recourse or satisfaction be sought from, any of the foregoing or the private property of any of the foregoing, but the property of Granite REIT only shall be bound by such obligations. Any obligation of Granite REIT set out in this Agreement shall, to the extent necessary to give effect to such obligation, be deemed to constitute, subject to the provisions of the previous sentence, an obligation of the trustees of Granite REIT in their capacity as trustees of Granite REIT and shall be enforcable against the property of Granite REIT and any reference to Granite REIT in this Agreement shall be deemed to refer, as applicable, to the extent necessary in the context, to the trustees of Granite REIT in their capacity as trustees of Granite REIT.

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Counterparts

This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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If the foregoing is in accordance with your understanding and is agreed to by you, will you please confirm your acceptance by signing the enclosed copies of this letter at the place indicated.

Yours very truly,

SCOTIA CAPITAL INC.

By: “Sharon Telem” Name: Sharon Telem Title: Managing Director

RBC DOMINION SECURITIES INC.

By: “William Lumsden” Name: William Lumsden Title: Director

TD SECURITIES INC.

By: “Andrew Becker” Name: Andrew Becker Title: Managing Director

BMO NESBITT BURNS INC.

By: “Katryne Mann” Name: Katryne Mann Title: Managing Director

CIBC WORLD MARKETS INC.

By: “Amber Choudhry” Name: Amber Choudhry Title: Managing Director

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iA PRIVATE WEALTH INC.

By: “Dennis Kunde” Name: Dennis Kunde Title: Managing Director

NATIONAL BANK FINANCIAL INC.

By: “John Carrique” Name: John Carrique Title: Managing Director

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Accepted and agreed to as of August 25, 2021.

GRANITE REIT HOLDINGS LIMITED PARTNERSHIP, by its general partner, GRANITE REIT INC.

By: “Teresa Neto”

Name: Teresa Neto Title: Chief Financial Officer

GRANITE REAL ESTATE INVESTMENT TRUST

By: “Teresa Neto”

Name: Teresa Neto Title: Chief Financial Officer

GRANITE REIT INC.

By: “Teresa Neto”

Name: Teresa Neto Title: Chief Financial Officer

AI assistant

Abasca Resources Inc. Capital/Financing Update 2021

47804_rns_2021-08-26_a92b1805-86d3-428e-be8f-6b12dea9820a.pdf

AGENCY AGREEMENT

Dear Sirs/Mesdames:

Terms and Conditions

10. Termination

11.

Reliance on Lead Agents

12. Joint Obligation

13. Conditions

14. Survival

15. Concurrent Offerings

16. Notice

17. Not Fiduciaries

18. Time of Essence

19. Governing Law

20. Severability

21. Acknowledgement

SCOTIA CAPITAL INC.

RBC DOMINION SECURITIES INC.

BMO NESBITT BURNS INC.

AI assistant

Abasca Resources Inc. — Capital/Financing Update 2021

47804_rns_2021-08-26_a92b1805-86d3-428e-be8f-6b12dea9820a.pdf

AGENCY AGREEMENT

Dear Sirs/Mesdames:

Terms and Conditions

10. Termination

11.

Reliance on Lead Agents

12. Joint Obligation

13. Conditions

14. Survival

15. Concurrent Offerings

16. Notice

17. Not Fiduciaries

18. Time of Essence

19. Governing Law

20. Severability

21. Acknowledgement

SCOTIA CAPITAL INC.

RBC DOMINION SECURITIES INC.

BMO NESBITT BURNS INC.

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Abasca Resources Inc. Capital/Financing Update 2021