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Intact Financial Corporation Bridge and Term Loan Credit Agreement

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Intact Financial Corporation Bridge and Term Loan Credit Agreement Execution Version BRIDGE AND TERM LOAN CREDIT AGREEMENT Made as of November 18, 2020 Among INTACT FINANCIAL CORPORATION as Borrower and CANADIAN IMPERIAL BANK OF COMMERCE as Agent and BARCLAYS BANK PLC CANADIAN IMPERIAL BANK OF COMMERCE as Joint Lead Arrangers and Joint Bookrunners and BARCLAYS BANK PLC as Syndication Agent and THE LENDERS LISTED ON THE SIGNATURE PAGES as Lenders 30392232.22 TABLE OF CONTENTS Page SECTION 1. INTERPRETATION ................................................................................................ 2 1.1 Definitions.............................................................................................................. 2 1.2 Business Day ........................................................................................................ 36 1.3 Conflict ................................................................................................................ 36 1.4 Currency ............................................................................................................... 36 1.5 Time ..................................................................................................................... 36 1.6 IFRS ..................................................................................................................... 36 1.7 Consolidated ........................................................................................................ 37 1.8 Headings and Table of Contents .......................................................................... 37 1.9 Number and Gender ............................................................................................. 37 1.10 References ............................................................................................................ 37 1.11 Statutory References ............................................................................................ 37 1.12 Time of Day ......................................................................................................... 37 1.13 Governing Law .................................................................................................... 37 1.14 Entire Agreement ................................................................................................. 38 1.15 Severability .......................................................................................................... 38 1.16 Schedules ............................................................................................................. 38 SECTION 2. REPRESENTATIONS AND WARRANTIES ...................................................... 38 2.1 Representations and Warranties ........................................................................... 38 2.2 Continuous Representations................................................................................. 43 SECTION 3. THE CREDIT FACILITIES .................................................................................. 43 3.1 Establishment of Term Loan Facility .................................................................. 43 3.2 Establishment of Bond Bridge Facility ................................................................ 43 3.3 Establishment of Equity Bridge A Facility .......................................................... 44 3.4 Establishment of Equity Bridge B Facility .......................................................... 44 3.5 Purpose ................................................................................................................. 44 3.6 Availability and Manner of Borrowing................................................................ 44 3.7 Nature of the Credit Facilities .............................................................................. 45 3.8 Obligations of the Lenders ................................................................................... 45 3.9 Borrowing Procedures ......................................................................................... 45 3.10 Bankers’ Acceptances .......................................................................................... 46 3.11 Conversion Option / LIBO Interest Period Extension Option ............................. 50 3.12 Conversion and Rollover Not Repayment ........................................................... 50 3.13 Determination Final ............................................................................................. 51 3.14 Mandatory Conversion of Bankers’ Acceptances................................................ 51 3.15 Deposit of Proceeds of Advances and Discount Proceeds................................... 51 3.16 Evidence of Obligations ....................................................................................... 51 SECTION 4. INTEREST, FEES AND EXPENSES ................................................................... 51 4.1 Interest on Advances ............................................................................................ 51 4.2 Fees on Bankers’ Acceptances............................................................................. 52 - i - 30392232.22 TABLE OF CONTENTS (continued) Page 4.3 Fees ...................................................................................................................... 52 4.4 Applicable Margin ............................................................................................... 53 4.5 Interest on Overdue Amounts .............................................................................. 54 4.6 Interest Act ........................................................................................................... 54 4.7 Limit on Rate of Interest ...................................................................................... 55 4.8 Change in Circumstances ..................................................................................... 55 4.9 Payment of Portion .............................................................................................. 62 4.10 Illegality ............................................................................................................... 62 SECTION 5. REDUCTION AND REPAYMENT ..................................................................... 63 5.1 Commitment Termination .................................................................................... 63 5.2 Bridged Cornerstone Equity Commitment .......................................................... 63 5.3 Cancellation ......................................................................................................... 63 5.4 Debt Issuances, Equity Issuances and Asset Sales .............................................. 63 5.5 Maturity Date Repayment .................................................................................... 65 5.6 Voluntary Prepayments ........................................................................................ 66 5.7 Generally .............................................................................................................. 66 SECTION 6. PAYMENTS AND TAXES .................................................................................. 66 6.1 Payments Generally ............................................................................................. 66 6.2 Taxes .................................................................................................................... 67 6.3 Application of Payments Before Exercise of Rights ........................................... 69 6.4 Funding Losses .................................................................................................... 69 SECTION 7. CONDITIONS PRECEDENT ............................................................................... 70 7.1 Conditions Precedent to Effectiveness................................................................. 70 7.2 Conditions Precedent to Initial Advances ............................................................ 71 7.3 Each Drawdown Date .......................................................................................... 72 7.4 Funding of Advances Prior to the Closing Date .................................................. 73 7.5 Actions During Certain Funds Period .................................................................. 74 7.6 Lender Determinations......................................................................................... 74 7.7 No Waiver ............................................................................................................ 74 SECTION 8. COVENANTS ....................................................................................................... 75 8.1 Affirmative Covenants ......................................................................................... 75 8.2 Negative Covenants ............................................................................................. 80 8.3 Financial Covenants ............................................................................................. 84 8.4 Accounting, Financial Statements and Other Information .................................. 84 SECTION 9. DEFAULT AND ENFORCEMENT ..................................................................... 86 9.1 Events of Default ................................................................................................. 86 9.2 Rights upon Default and Event of Default ........................................................... 89 9.3 Clean-up Date .....................................................................................................
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