Common use of Payment Acknowledgement Clause in Contracts

Payment Acknowledgement. (a) The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments of $134.50 per Subscription Receipt that the Escrowed Funds be held by the Subscription Receipt Agent in accordance with the provisions of Article 4 as agent and bailee on behalf of the holders of Subscription Receipts. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest credited or received thereon until the Acquisition Closing Time or, in respect of any portion thereof payable to the Corporation pursuant to Section 3.3(a)(v) hereof, until the occurrence of a Termination Event. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the holders of Subscription Receipts and shall invest, disburse and deal with the Escrowed Funds as provided herein. (b) The Corporation has directed the Investors to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon receipt, the Subscription Receipt Agent shall immediately place such funds in a segregated account in accordance with the provisions of this Agreement. In that regard, the Subscription Receipt Agent hereby acknowledges receipt from the Investors of a wire transfer or wire transfers of funds in the aggregate amount of $3,200,000,328.00 in respect of the Subscription Receipts issued to the Investors pursuant to the Subscription Agreements and confirms that such funds have been deposited in a segregated account designated as the “Intact Financial Corporation – Cornerstone Sub. Receipts” account (the “Subscription Proceeds Account”), and the Subscription Receipt Agent will retain and invest such funds solely as agent and bailee on behalf of the holders of Subscription Receipts in accordance with the terms of this Agreement pending payment and release of the Escrowed Funds in accordance with the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to the Investors evidencing the funds having been received. (c) The Corporation hereby: (i) acknowledges that the amount received by the Subscription Receipt Agent pursuant to Section 2.1(b) represents payment in full by the Investors to the Subscription Receipt Agent of the Subscription Price for the 23,791,824 Subscription Receipts issued on the date hereof; and (ii) irrevocably directs the Subscription Receipt Agent to retain the amounts described in Section 2.1(b) in accordance with the terms of this Agreement pending payment of the Escrowed Funds in accordance with the terms of this Agreement. (d) Each of the Investors has acknowledged by one or more separate written receipt(s), concurrently with the execution and delivery of this Agreement, receipt of such Investor’s pro rata share of Global Subscription Receipts representing 23,791,824 Subscription Receipts registered in the name of CDS (or its nominee).

Payment Acknowledgement. (a) The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments of $134.50 per Subscription Receipt that the If Escrowed Funds be held by are deposited with the Subscription Receipt Agent in accordance with the provisions of Article 4 as agent and bailee on behalf of the holders of Subscription Receipts. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest credited or received thereon until the Acquisition Closing Time or, in respect of any portion thereof payable to the Corporation pursuant to Section 3.3(a)(v) 2.15 hereof, until the occurrence of a Termination Event. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the holders of Subscription Receipts and shall invest, disburse and deal with the Escrowed Funds as provided herein. (b) The Corporation has directed the Investors to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon receipt, the Subscription Receipt Agent shall immediately place such funds shall, in writing with a segregated account in accordance with the provisions of this Agreement. In that regardseparate receipt, the Subscription Receipt Agent hereby acknowledges acknowledge receipt from the Investors Underwriters and the Corporation (on behalf of a wire transfer or wire transfers certain Subscribers) of such funds in the aggregate amount of $3,200,000,328.00 in respect of the Subscription Receipts issued to the Investors pursuant to the Subscription Agreements and confirms shall confirm that such funds have been deposited in a segregated trust account in the name of the Corporation designated as the “Intact Financial Corporation – Cornerstone Sub. Americas Gold and Silver 2024 Subscription Receipts” account (the “Subscription Proceeds Escrow Account”)) or as otherwise jointly directed in writing by the Corporation and Cormark, and the Subscription Receipt Agent will retain and invest such funds solely as agent and bailee on behalf of the holders of Subscription Receipts Underwriters, and will be invested in accordance with the terms of this Agreement pending payment Section 5.1 hereof and release of the Escrowed Funds paid in accordance with the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to the Investors evidencing the funds having been received.Article 3 hereof; (cb) The Corporation hereby: (i) acknowledges that the amount amounts received by the Subscription Receipt Agent pursuant to Section 2.1(b) represents 2.2(a), if any, as evidenced by the receipt referred to in Section 2.2(a), represent payment in full by the Investors to Underwriters and the Subscription Receipt Agent Corporation of the aggregate Subscription Price for the 23,791,824 Subscription Receipts issued on less 50% of the date hereof; andUnderwriters’ Commission and the full amount of the Underwriters’ Expenses; (ii) irrevocably directs the Subscription Receipt Agent to retain the amounts described in Section 2.1(b) such amounts, if any, in accordance with the terms of this Agreement pending payment release of the Escrowed Funds such amounts in accordance with the terms of this Agreement.; and (diii) Each of irrevocably directs the Investors has acknowledged by one or more separate written receipt(s)Subscription Receipt Agent, concurrently with immediately following the execution and delivery of this Agreement, receipt of such Investor’s pro rata share of Global to Authenticate and deliver: (i) Uncertificated Subscription Receipts representing 23,791,824 the Subscription Receipts issued to and registered in the name of CDS (or its nominee); and (ii) definitive Subscription Receipt Certificates to certain other Subscribers, in each case in accordance with the written direction of the Corporation.

Payment Acknowledgement. (a) The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments of $134.50 per Subscription Receipt that the Escrowed Funds be held by the Subscription Receipt Agent in accordance with the provisions of Article 4 as agent and bailee on behalf of the holders of Subscription Receipts. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest credited or received thereon until the Acquisition Closing Time or, in respect of any portion thereof payable to the Corporation pursuant to Section 3.3(a)(v) hereof, until the occurrence of a Termination Event. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the holders of Subscription Receipts and shall invest, disburse and deal with the Escrowed Funds as provided herein. (b) The Corporation has directed the Investors to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon receipt, the Subscription Receipt Agent shall immediately place such funds in a segregated account in accordance with the provisions of this Agreement. In that regard, the Subscription Receipt Escrow Agent hereby acknowledges receipt by wire transfer from the Investors Underwriters of a wire transfer or wire transfers of funds in the aggregate amount of $3,200,000,328.00 in respect of the Subscription Receipts issued to the Investors pursuant to the Subscription Agreements 264,580,000 and confirms that such funds have been deposited in a segregated account in the name of the Escrow Agent designated as the “Intact Financial Corporation CGI Group Inc. – Cornerstone Sub. Receipts” account (the “Subscription Proceeds Account”), or as otherwise directed by CGI and the Subscription Receipt Agent Underwriters and will retain be used, invested and invest such funds solely as agent and bailee on behalf of the holders of Subscription Receipts segregated in accordance with Article 4 hereof. (b) The Escrow Agent hereby acknowledges receipt by wire transfer from BCE in the terms aggregate amount of this Agreement pending payment $66,145,000 and release of confirms that such funds have been deposited in the Escrowed Funds segregated account referred to in Subsection 2.2(a) and will be used, invested and segregated in accordance with Article 4 hereof, as agent for the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to the Investors evidencing the funds having been receivedReceiptholders and CGI. (c) The Corporation CGI hereby: (i) acknowledges that the amount amounts received by the Subscription Receipt Escrow Agent pursuant to Section 2.1(bSubsection 2.2 (a) in accordance with CGI’s direction to the Underwriters, represents payment in full by the Investors to the Subscription Receipt Agent Underwriters of the subscription price for 33,072,500 Subscription Price for the 23,791,824 Subscription Receipts issued on the date hereof; andReceipts; (ii) acknowledges that the amounts received by the Escrow Agent pursuant to Subsection 2.2(b) in accordance with CGI’s direction to BCE represents payment in full by BCE of the subscription price for 8,268,125 Subscription Receipts; (iii) irrevocably directs the Subscription Receipt Escrow Agent to retain the amounts described referred to in Section 2.1(bSubsections 2.2(a) and (b) in accordance with the terms of this Agreement pending payment of the Escrowed Funds such amounts in accordance with the terms of this Agreement.; and (div) Each of irrevocably directs the Investors has acknowledged by one or more separate written receipt(s)Escrow Agent, concurrently with immediately following the execution and delivery of this Agreement, to certify and deliver to BCE the Subscription Receipt Certificate referred to in Subsection 2.4(b) to be delivered to BCE and to the Underwriters the Subscription Receipt Certificates referred to in Subsection 2.4(b) and Subsection 2.4(c) to be delivered to the Underwriters in accordance with the written direction of the Underwriters pursuant to Section 9 of the Underwriting Agreement. (d) The Underwriters acknowledge receipt of such Investor’s pro rata share of Global the Subscription Receipts Receipt Certificates representing 23,791,824 33,072,500 Subscription Receipts registered in as directed by the name Underwriters pursuant to Section 9 of CDS (or its nominee)the Underwriting Agreement.

Payment Acknowledgement. (a) The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments of $134.50 per Subscription Receipt that If the Escrowed Funds be held by are deposited with the Subscription Receipt Agent in accordance with the provisions of Article 4 as agent and bailee on behalf of the holders of Subscription Receipts. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest credited or received thereon until the Acquisition Closing Time or, in respect of any portion thereof payable to the Corporation pursuant to Section 3.3(a)(v) 2.15 hereof, until the occurrence of a Termination Event. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the holders of Subscription Receipts and shall invest, disburse and deal with the Escrowed Funds as provided herein. (b) The Corporation has directed the Investors to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon receipt, the Subscription Receipt Agent shall immediately place such funds shall, in writing with a segregated account in accordance with the provisions of this Agreement. In that regardseparate receipt, the Subscription Receipt Agent hereby acknowledges acknowledge receipt from the Investors Underwriters of a wire transfer or wire transfers of such funds in the aggregate amount of $3,200,000,328.00 in respect of the Subscription Receipts issued to the Investors pursuant to the Subscription Agreements and confirms shall confirm that such funds have been deposited in a segregated account in the name of the Trust designated as the “Intact Financial Corporation – Cornerstone Sub. Retrocom 2013 Subscription Receipts” account (the “Subscription Proceeds Escrow Account”), ) or as otherwise jointly directed in writing by the Trust and the Subscription Receipt Agent will retain and invest such funds solely as agent and bailee Lead Underwriter, on behalf of the holders of Subscription Receipts Underwriters, and will be invested in accordance with the terms of this Agreement pending payment Section 5.1 hereof and release of the Escrowed Funds paid in accordance with the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to the Investors evidencing the funds having been received.Article 3 hereof; (cb) The Corporation Trust hereby: (i) acknowledges that the amount received by the Subscription Receipt Agent pursuant to Section 2.1(b) 2.2(a), if any, as evidenced by the receipt referred to in Section 2.2(a), in accordance with the Trust’s direction to the Lead Underwriter, on behalf of the Underwriters, represents payment in full by the Investors to the Subscription Receipt Agent Underwriters of the aggregate Subscription Price for the 23,791,824 Subscription Receipts issued on the date hereof; andissued; (ii) irrevocably directs the Subscription Receipt Agent to retain the amounts described in Section 2.1(b) such amounts, if any, in accordance with the terms of this Agreement pending payment release of the Escrowed Funds such amounts in accordance with the terms of this Agreement.; and (diii) Each of irrevocably directs the Investors has acknowledged by one or more separate written receipt(s)Subscription Receipt Agent, concurrently with immediately following the execution and delivery of this Agreement, receipt to certify and deliver to CDS, in accordance with written directions of such Investor’s pro rata share of the Trust, one or more Global Subscription Receipts Receipt Certificates representing 23,791,824 the Subscription Receipts issued to and registered in the name of CDS (or its nominee).

Payment Acknowledgement. (a) The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments of $134.50 per Subscription Receipt that Promptly upon the Escrowed Funds be held by Proceeds being deposited with the Subscription Receipt Agent in accordance with the provisions of Article 4 as agent and bailee on behalf of the holders of Subscription Receipts. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest credited or received thereon until the Acquisition Closing Time or, in respect of any portion thereof payable to the Corporation pursuant to Section 3.3(a)(v) hereof, until the occurrence of a Termination Event. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the holders of Subscription Receipts and shall invest, disburse and deal with the Escrowed Funds as provided herein. (b) The Corporation has directed the Investors to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon receipt2.13, the Subscription Receipt Agent shall immediately place such funds shall, in a segregated account in accordance with the provisions of this Agreement. In that regardwriting, the Subscription Receipt Agent hereby acknowledges acknowledge receipt from the Investors Purchaser of a funds representing the Proceeds by wire transfer or wire transfers of funds in the aggregate amount of $3,200,000,328.00 in respect of the Subscription Receipts issued to the Investors pursuant to the Subscription Agreements and confirms confirm that such funds have been deposited in a segregated trust account in the name of the Corporation designated as the “Intact CST Trust Company ITF Manulife Financial Corporation – Cornerstone - Sub. ReceiptsReceipts (Private Placement)” account or as otherwise directed by the Corporation (the “Subscription Proceeds Escrow Account”)) to be held for the benefit of the Receiptholders and the Corporation as provided herein, and the Subscription Receipt Agent will retain and invest such funds solely as agent and bailee on behalf of the holders of Subscription Receipts be invested in accordance with the terms of this Agreement pending payment Section 4.1 hereof and release of the Escrowed Funds paid in accordance with the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to the Investors evidencing the funds having been received.Article 3 hereof; (cb) The Corporation hereby: (i) acknowledges that the amount representing the Proceeds to be received by the Subscription Receipt Agent pursuant to Section 2.1(b2.13, as evidenced by the receipt(s) represents referred to in Section 2.1(a) will, when received, represent payment in full by the Investors to the Subscription Receipt Agent Purchaser of the aggregate Subscription Price for the 23,791,824 23,786,870 Subscription Receipts to be issued on the date hereof; and; (ii) irrevocably directs the Subscription Receipt Agent to retain the amounts described in Section 2.1(b) Proceeds in accordance with the terms of this Agreement to be held for the benefit of the Receiptholders and the Corporation as provided herein pending payment of the Escrowed Funds in accordance with the terms of this Agreement; and (iii) irrevocably directs the Subscription Receipt Agent, at the Private Placement Closing Time, to certify and deliver to the Purchaser in accordance with written directions, one Global Subscription Receipt Certificate representing 23,786,870 Subscription Receipts. (dc) Each Promptly upon the delivery of Subscription Receipt Certificates in accordance with Section 2.1(b)(iii), the Purchaser shall, in writing, acknowledge receipt of the Investors has acknowledged by one or more separate written receipt(s), concurrently with the execution and delivery of this Agreement, receipt of such Investor’s pro rata share of Global Subscription Receipts Receipt Certificate representing 23,791,824 a total of 23,786,870 Subscription Receipts registered in the name of CDS (or its nominee)Receipts.

Payment Acknowledgement. (a) The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments of $134.50 per Subscription Receipt that the Escrowed Funds be held by the Subscription Receipt Agent in accordance with the provisions of Article 4 as agent and bailee on behalf As of the holders of Subscription Receipts. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest credited or received thereon until the Acquisition Closing Time or, in respect of any portion thereof payable to the Corporation pursuant to Section 3.3(a)(v) date hereof, until the occurrence of a Termination Event. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the holders of Subscription Receipts and shall invest, disburse and deal with the Escrowed Funds as provided herein. (b) The Corporation has directed the Investors to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon receipt, the Subscription Receipt Agent shall immediately place such funds in a segregated account in accordance with the provisions of this Agreement. In that regard, the Subscription Receipt Agent hereby acknowledges receipt from the Investors of a wire transfer or wire transfers Underwriters of funds by wire transfer, in the aggregate amount of $3,200,000,328.00 in respect of the Subscription Receipts issued to the Investors pursuant to the Subscription Agreements o and confirms that such funds have been deposited in a segregated account designated as in the “Intact Financial Corporation – Cornerstone Sub. Receipts” account name of Zarlink (the “Subscription Proceeds "Escrow Account”), ") or as otherwise directed by Zarlink and the Subscription Receipt Agent will retain and invest such funds solely as agent and bailee Lead Underwriter, on behalf of the holders of Subscription Receipts Underwriters and will be invested in accordance with the terms of this Agreement pending payment Section 4.1 hereof and release of the Escrowed Funds paid in accordance with the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to the Investors evidencing the funds having been received.Article 3 hereof; (cb) The Corporation Zarlink hereby: (i) acknowledges that the amount amounts received by the Subscription Receipt Agent pursuant to Section 2.1(b2.2(a) in accordance with Zarlink's direction to the Lead Underwriter, on behalf of the Underwriters, represents payment in full by the Investors to the Subscription Receipt Agent Underwriters of the aggregate Subscription Price for the 23,791,824 75,000 Subscription Receipts issued less any fees payable to the Underwriters on the date hereof; andOffering Closing Date; (ii) irrevocably directs the Subscription Receipt Agent to retain the such amounts described in Section 2.1(b) in accordance with the terms of this Agreement pending payment of the Escrowed Funds such amounts in accordance with the terms of this Agreement.; and (diii) Each of irrevocably directs the Investors has acknowledged by one or more separate written receipt(s)Subscription Receipt Agent, concurrently with immediately following the execution and delivery of this Agreement, receipt of such Investor’s pro rata share of to certify and deliver to CDS, in accordance with written directions, one or more Global Subscription Receipts representing 23,791,824 75,000 Subscription Receipts registered in the name of CDS (or its nominee). (c) Upon the exercise of the Over-Allotment Option before the Acquisition Closing Date, the Underwriters shall transfer to the Subscription Receipt Agent an amount equal to the product obtained when (i) the number of Optioned Subscription Receipts acquired by the Underwriters upon the exercise of the Over-Allotment Option is multiplied by (ii) the Subscription Price, minus an amount equal to 1.5% of the aggregate Subscription Price for the Optioned Subscription Receipts. Upon receipt thereof by the Subscription Receipt Agent, these funds will be deposited in the Escrow Account to be dealt with in accordance with the terms hereof. Zarlink will then direct the Subscription Receipt Agent to certify and deliver to CDS or its nominee, a Global Subscription Receipt representing the Optioned Subscription Receipts acquired by the Underwriters upon the exercise of the Over-Allotment Option.

Payment Acknowledgement. (a) The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments of $134.50 per Subscription Receipt that Promptly upon the Escrowed Funds be held by Proceeds being deposited with the Subscription Receipt Agent in accordance with the provisions of Article 4 as agent and bailee on behalf of the holders of Subscription Receipts. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest credited or received thereon until the Acquisition Closing Time or, in respect of any portion thereof payable to the Corporation pursuant to Section 3.3(a)(v) hereof, until the occurrence of a Termination Event. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the holders of Subscription Receipts and shall invest, disburse and deal with the Escrowed Funds as provided herein. (b) The Corporation has directed the Investors to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon receipt2.13, the Subscription Receipt Agent shall immediately place such funds shall, in a segregated account in accordance with the provisions of this Agreement. In that regardwriting, the Subscription Receipt Agent hereby acknowledges acknowledge receipt from the Investors Lead Underwriter, on behalf of a the Underwriters, of funds representing the Proceeds by wire transfer or wire transfers of funds in the aggregate amount of $3,200,000,328.00 in respect of the Subscription Receipts issued to the Investors pursuant to the Subscription Agreements and confirms confirm that such funds have been deposited in a segregated trust account in the name of the Corporation designated as the “Intact CST Trust Company ITF Manulife Financial Corporation – Cornerstone - Sub. ReceiptsReceipts (Underwritten Offering)” account or as otherwise directed by the Corporation (the “Subscription Proceeds Escrow Account”)) to be held for the benefit of the Receiptholders and the Corporation as provided herein, and the Subscription Receipt Agent will retain and invest such funds solely as agent and bailee on behalf of the holders of Subscription Receipts be invested in accordance with the terms of this Agreement pending payment Section 4.1 hereof and release of the Escrowed Funds paid in accordance with the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to the Investors evidencing the funds having been receivedArticle 3 hereof. (cb) The Corporation hereby: (i) acknowledges that the amount representing the Proceeds to be received by the Subscription Receipt Agent pursuant to Section 2.1(b2.13, as evidenced by the receipt(s) represents referred to in Section 2.1(a), together with $35,199,999.52 to be received by the Underwriters at the direction of the Corporation representing the Initial Underwriters’ Fee in respect of the Subscription Receipts to be issued on the date hereof, when received, represent payment in full by the Investors to the Subscription Receipt Agent Underwriters of the aggregate Subscription Price for the 23,791,824 81,860,464 Subscription Receipts Receipts, including 7,410,464 Over-Allotment Subscription Receipts, to be issued on the date hereof; and; (ii) irrevocably directs the Subscription Receipt Agent to retain the amounts described in Section 2.1(b) Proceeds in accordance with the terms of this Agreement to be held for the benefit of the Receiptholders and the Corporation as provided herein pending payment of the Escrowed Funds in accordance with the terms of this Agreement; and (iii) irrevocably directs the Subscription Receipt Agent, at the Offering Closing Time, to certify and deliver to the Lead Underwriter, on behalf of the Underwriters, in accordance with written directions, one Global Subscription Receipt Certificate representing 81,255,924 Subscription Receipts and with respect to U.S. purchasers, one Global Restricted Subscription Receipt Certificate representing 604,540 Subscription Receipts. (dc) Each Promptly upon the delivery of Subscription Receipt Certificates in accordance with Section 2.1(b)(iii), the Lead Underwriter, on behalf of the Investors has acknowledged by one or more separate written receipt(s)Underwriters, concurrently with the execution and delivery of this Agreementshall, in writing, acknowledge: (i) receipt of such Investor’s pro rata share of the Global Subscription Receipts Receipt Certificate representing 23,791,824 a total of 81,255,924 Subscription Receipts registered in Receipts; and (ii) receipt of the name Global Restricted Subscription Receipt Certificate representing a total of CDS (or its nominee)604,540 Subscription Receipts.

Payment Acknowledgement. (a) The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments of $134.50 per Subscription Receipt that the Escrowed Funds be held by the Subscription Receipt Agent in accordance with the provisions of Article 4 as agent and bailee on behalf of the holders of Subscription Receipts. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest credited or received thereon until the Acquisition Closing Time or, in respect of any portion thereof payable to the Corporation pursuant to Section 3.3(a)(v) hereof, until the occurrence of a Termination Event. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the holders of Subscription Receipts and shall invest, disburse and deal with the Escrowed Funds as provided herein. (b) The Corporation has directed CIBC World Markets Inc., on behalf of the Investors Underwriters, to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon receipt, the Subscription Receipt Agent shall immediately place such funds in a segregated account in accordance with the provisions of this Agreement. In that regard, the Subscription Receipt Agent hereby acknowledges receipt from CIBC World Markets Inc., on behalf of the Investors Underwriters, of a wire transfer or wire transfers of funds in the aggregate amount of $3,200,000,328.00 in respect 1,223,701,175.00 (representing the Subscription Price multiplied by the total number of the Subscription Receipts issued to the Investors pursuant to the Subscription Agreements Bought Deal Offering, less 50% of the Underwriters’ Fee) and confirms that such funds have been deposited in a segregated account designated as the “Intact Financial Corporation – Cornerstone Brokered Sub. Receipts” account (the “Subscription Proceeds Account”), and the Subscription Receipt Agent will retain and invest such funds solely as agent and bailee on behalf of the holders of Subscription Receipts in accordance with the terms of this Agreement pending payment and release of the Escrowed Funds in accordance with the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to CIBC World Markets Inc., on behalf of the Investors Underwriters, evidencing the funds having been received. (c) The Corporation hereby: (i) acknowledges that the amount received by the Subscription Receipt Agent pursuant to Section 2.1(b) represents payment in full by the Investors Underwriters to the Subscription Receipt Agent of the Subscription Price for the 23,791,824 9,272,000 Subscription Receipts issued on the date hereof, less 50% of the Underwriters’ Fee; and (ii) irrevocably directs the Subscription Receipt Agent to retain the amounts described in Section 2.1(b) in accordance with the terms of this Agreement pending payment of the Escrowed Funds in accordance with the terms of this Agreement. (d) Each of the Investors has acknowledged by one or more separate written receipt(s)Joint Bookrunners, concurrently with on behalf of the execution and delivery of this AgreementUnderwriters, hereby acknowledges: (i) receipt of such Investor’s pro rata share of Global Subscription Receipts representing 23,791,824 9,272,000 Subscription Receipts registered in the name of CDS (or its nominee); and (ii) satisfaction by the Corporation of its obligation to pay 50% of the Underwriters’ Fee payable to the Underwriters on the date hereof pursuant to the Underwriting Agreement.

Payment Acknowledgement. ‌ (a) The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments of $134.50 per Subscription Receipt that the Escrowed Funds be held by the Subscription Receipt Agent will acknowledge in accordance writing to the Joint Bookrunners, Cresco and the Corporation, receipt from the Joint Bookrunners and, in connection with the provisions of Article 4 as agent and bailee on behalf of the holders sale of Subscription Receipts. The Corporation further acknowledges and confirms that it has and will have no interest in Receipts under the Escrowed Funds or in the Earned Interest credited or received thereon until the Acquisition Closing Time orNon-Brokered Private Placement, in respect of any portion thereof payable to from the Corporation pursuant to Section 3.3(a)(v) hereof6.1(a), until of funds by certified cheque, bank draft or wire transfer, in the occurrence amount of a Termination Event. The Subscription Receipt Agent shall retain $103,831,517.80, being the amount equal to the Escrowed Subscription Funds, and confirm that such Escrowed Subscription Funds as agent and bailee for and on behalf of the holders of Subscription Receipts and shall invest, disburse and deal with the Escrowed Funds as provided herein. (b) The Corporation has directed the Investors to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon receipt, the Subscription Receipt Agent shall immediately place such funds have been deposited together in a segregated account (the "Escrow Account") to be held and dealt with in accordance with the provisions of this Agreement. In that regard, the Subscription Receipt Agent hereby acknowledges receipt from the Investors of a wire transfer or wire transfers of funds in the aggregate amount of $3,200,000,328.00 in respect of the Subscription Receipts issued to the Investors pursuant to the Subscription Agreements and confirms that such funds have been deposited in a segregated account designated as the “Intact Financial Corporation – Cornerstone Sub. Receipts” account (the “Subscription Proceeds Account”), and the Subscription Receipt Agent will retain and invest such funds solely as agent and bailee on behalf of the holders of Subscription Receipts in accordance with the terms of this Agreement pending payment and release of the Escrowed Funds in accordance with the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to the Investors evidencing the funds having been received.Agreement.‌ (cb) The Corporation hereby: (i) acknowledges that the amount amounts received by the Subscription Receipt Agent pursuant to Section 2.1(b2.2(a) represents of this Agreement represent payment in full by the Investors to the Subscription Receipt Agent of the aggregate Subscription Price for 12,624,054 Subscription Receipts, net of the 23,791,824 Subscription Receipts issued on the date hereof; andNon-Escrowed Proceeds; (ii) irrevocably directs the Subscription Receipt Agent to retain the hold such amounts described received pursuant to Section 2.2(a) of this Agreement in Section 2.1(b) escrow in accordance with the terms of this Agreement pending release and payment of the Escrowed Funds such amounts in accordance with the terms of this Agreement.; and (diii) Each of irrevocably directs the Investors has acknowledged by one or more separate written receipt(s)Subscription Receipt Agent, concurrently with immediately following the execution and delivery of this Agreement, in accordance with a written direction of the Corporation, to (i) certify and deliver one or more Subscription Receipt Certificates registered in accordance with the Subscription Agreements received from Receiptholders, and (ii) confirm the deposit of Uncertificated Subscription Receipts with the Depository in the Book-Entry System which shall be evidenced by a book position on the register of the Receiptholders to be maintained by the Subscription Receipt Agent. (c) The Joint Bookrunners hereby: (i) irrevocably direct the Subscription Receipt Agent to retain the Escrowed Agents' Commission in accordance with the terms of this Agreement pending release and payment of such amount in accordance with the terms of this Agreement; and (ii) agree that they will acknowledge receipt of such Investor’s pro rata share an electronic deposit of Global Uncertificated Subscription Receipts representing 23,791,824 Subscription Receipts registered in the name Book-Entry System in the Depository representing an aggregate of CDS (or its nominee)10,312,003 Subscription Receipts.

Payment Acknowledgement. (a) The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments of $134.50 per Subscription Receipt that the Escrowed Funds be held by the Subscription Receipt Agent will acknowledge in writing to the Lead Agent and the Corporation receipt from the Lead Agent and, in connection with the sale of Subscription Receipts to the Foreign Subscribers, from the Corporation, of funds by certified cheque, bank draft or wire transfer, in the amount of $9,063,769.66, being the amount equal to the Escrowed Subscription Funds, and confirm that such Escrowed Subscription Funds has been deposited together in a segregated account (the “Escrow Account”) to be held and dealt with in accordance with the provisions of Article 4 as agent and bailee on behalf of the holders of Subscription Receipts. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest credited or received thereon until the Acquisition Closing Time or, in respect of any portion thereof payable to the Corporation pursuant to Section 3.3(a)(v) hereof, until the occurrence of a Termination Event. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the holders of Subscription Receipts and shall invest, disburse and deal with the Escrowed Funds as provided hereinthis Agreement. (b) The Corporation has directed the Investors to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon receipt, the Subscription Receipt Agent shall immediately place such funds in a segregated account in accordance with the provisions of this Agreement. In that regard, the Subscription Receipt Agent hereby acknowledges receipt from the Investors of a wire transfer or wire transfers of funds in the aggregate amount of $3,200,000,328.00 in respect of the Subscription Receipts issued to the Investors pursuant to the Subscription Agreements and confirms that such funds have been deposited in a segregated account designated as the “Intact Financial Corporation – Cornerstone Sub. Receipts” account (the “Subscription Proceeds Account”), and the Subscription Receipt Agent will retain and invest such funds solely as agent and bailee on behalf of the holders of Subscription Receipts in accordance with the terms of this Agreement pending payment and release of the Escrowed Funds in accordance with the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to the Investors evidencing the funds having been received. (c) The Corporation hereby: (i) acknowledges that the amount amounts received by the Subscription Receipt Agent pursuant to Section 2.1(b2.2(a) represents of this Agreement represent payment in full by the Investors to the Subscription Receipt Agent of the aggregate Subscription Price for 6,550,867 Subscription Receipts, net of the 23,791,824 Subscription Receipts issued on the date hereof; andNon-Escrowed Proceeds; (ii) irrevocably directs the Subscription Receipt Agent to retain hold such amounts received from the amounts described Lead Agent in Section 2.1(b) escrow in accordance with the terms of this Agreement pending release and payment of the Escrowed Funds such amounts in accordance with the terms of this Agreement.; and (diii) Each of irrevocably directs the Investors has acknowledged by one or more separate written receipt(s)Subscription Receipt Agent, concurrently with immediately following the execution and delivery of this Agreement, in accordance with a written direction of the Corporation, to (i) certify and deliver one or more Subscription Receipt Certificates registered in accordance with the Subscription Agreements received from Receiptholders, and (ii) confirm the deposit of Uncertificated Subscription Receipts with the Depository in the Book-Entry System which shall be evidenced by a book position on the register of the Receiptholders to be maintained by the Subscription Receipt Agent. (c) The Lead Agent hereby: (i) irrevocably directs the Subscription Receipt Agent to retain the Escrowed Agents’ Commission and Escrowed Fiscal Advisory Fee in accordance with the terms of this Agreement pending release and payment of such amount in accordance with the terms of this Agreement; and (ii) agrees that it will acknowledge receipt of such Investor’s pro rata share an electronic deposit of Global Uncertificated Subscription Receipts representing 23,791,824 Subscription Receipts registered in the name Book-Entry System in the Depository representing an aggregate of CDS (or its nominee)6,417,536 Subscription Receipts.

Payment Acknowledgement. (a) The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments of $134.50 per Subscription Receipt Agent will acknowledge receipt from, or on behalf of, the Underwriters of funds by certified cheque, bank draft, wire or electronic transfer, in the aggregate amount the Canadian Escrowed Funds and the U.S. Escrowed Funds (to be held in U.S. currency as per Section 6.1), including the Escrowed Underwriters’ Fee, and confirms that the Escrowed Subscription Funds and Escrowed Underwriters’ Fee deposited together in segregated accounts (the “Escrow Account”, and, for U.S. currency, the “U.S. Escrow Account”) to be held by the Subscription Receipt Agent and dealt with in accordance with the provisions of Article 4 as agent and bailee on behalf of the holders of Subscription Receipts. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest credited or received thereon until the Acquisition Closing Time or, in respect of any portion thereof payable to the Corporation pursuant to Section 3.3(a)(v) hereof, until the occurrence of a Termination Event. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the holders of Subscription Receipts and shall invest, disburse and deal with the Escrowed Funds as provided hereinthis Agreement. (b) The Corporation has directed the Investors to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon receipt, the Subscription Receipt Agent shall immediately place such funds in a segregated account in accordance with the provisions of this Agreement. In that regard, the Subscription Receipt Agent hereby acknowledges receipt from the Investors of a wire transfer or wire transfers of funds in the aggregate amount of $3,200,000,328.00 in respect of the Subscription Receipts issued to the Investors pursuant to the Subscription Agreements and confirms that such funds have been deposited in a segregated account designated as the “Intact Financial Corporation – Cornerstone Sub. Receipts” account (the “Subscription Proceeds Account”), and the Subscription Receipt Agent will retain and invest such funds solely as agent and bailee on behalf of the holders of Subscription Receipts in accordance with the terms of this Agreement pending payment and release of the Escrowed Funds in accordance with the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to the Investors evidencing the funds having been received. (c) The Corporation hereby: (i) acknowledges that the amount amounts received by the Subscription Receipt Agent pursuant to Section 2.1(bSubsection 2.2(a) represents in accordance with the Corporation’s direction to Canaccord Genuity represent payment in full by the Investors to the Subscription Receipt Agent Underwriters of the aggregate Subscription Price for 32,000,000 Subscription Receipts, net of 50% of the 23,791,824 Subscription Receipts issued on Underwriters’ Fee and the date hereof; andUnderwriters’ Expenses; (ii) irrevocably directs the Subscription Receipt Agent to retain such amounts received from the amounts described in Section 2.1(b) Underwriters in accordance with the terms of this Agreement pending payment of the Escrowed Funds such amounts in accordance with the terms of this Agreement.; and (diii) Each of irrevocably directs the Investors has acknowledged by one or more separate written receipt(s)Subscription Receipt Agent, concurrently with immediately following the execution and delivery of this Agreement, receipt of such Investor’s pro rata share of to Authenticate a Global Subscription Receipts representing 23,791,824 Security representing, in the aggregate, 29,119,958 Subscription Receipts registered in the name of CDS (or its nominee), and one or more U.S. Subscription Receipt Certificates representing, in the aggregate, 2,880,042 Subscription Receipts registered in accordance with the Subscription Agreements received from U.S. Receiptholders. (c) Canaccord Genuity, on behalf of the Underwriters, hereby irrevocably directs the Subscription Receipt Agent to retain the Escrowed Underwriters’ Fee, on behalf of the Underwriters, in accordance with the terms of this Agreement pending payment of such amounts in accordance with the terms of this Agreement.

Payment Acknowledgement. (a) The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments of $134.50 per Subscription Receipt that the Escrowed Funds be held by the Subscription Receipt Agent in accordance with the provisions of Article 4 as agent and bailee on behalf of the holders of Subscription Receipts. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest credited or received thereon until the Acquisition Closing Time or, in respect of any portion thereof payable to the Corporation pursuant to Section 3.3(a)(v) hereof, until the occurrence of a Termination Event. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the holders of Subscription Receipts and shall invest, disburse and deal with the Escrowed Funds as provided herein. (b) The Corporation has directed the Investors to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon By separate written receipt, the Subscription Receipt Agent shall immediately place such acknowledge receipt of funds in a segregated account in accordance with the provisions of this Agreement. In that regard, the Subscription Receipt Agent hereby acknowledges receipt from the Investors of a by wire transfer or wire transfers of funds in the aggregate amount of $3,200,000,328.00 in respect of 7,499,999.76, being the Subscription Receipts issued amount equal to the Investors pursuant to aggregate Subscription Price for the Subscription Agreements Offering and confirms that such funds have been deposited in a segregated account designated as the “Intact Financial Corporation – Cornerstone Sub. Receipts” account (the “Subscription Proceeds Account”), to be held and the Subscription Receipt Agent will retain and invest such funds solely as agent and bailee on behalf of the holders of Subscription Receipts dealt with in accordance with the terms of this Agreement pending payment and release of the Escrowed Funds in accordance with the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to the Investors evidencing the funds having been received. (cb) The Corporation hereby: (i) acknowledges that the amount amounts received by the Subscription Receipt Agent pursuant to Section 2.1(bSubsection 2.2(a) represents in accordance with the written direction of the Corporation to the Receiptholder represent payment in full by the Investors to the Subscription Receipt Agent Receiptholder of the aggregate Subscription Price for the 23,791,824 22,727,272 Subscription Receipts issued on the date hereof; andReceipts; (ii) irrevocably directs the Subscription Receipt Agent to retain hold the amounts described Escrowed Proceeds, plus all Earned Interest, in Section 2.1(b) escrow in accordance with the terms of this Agreement pending release and payment of the Escrowed Funds such amounts in accordance with the terms of this Agreement.; and (diii) Each of irrevocably directs the Investors has acknowledged by one or more separate written receipt(s)Subscription Receipt Agent, concurrently with immediately following the execution and delivery of this Agreement, conditional upon receipt of such Investor’s pro rata share the Escrow Proceeds by the Subscription Receipt Agent, to Authenticate and deliver to the Receiptholder in accordance with a written direction of Global the Corporation one (1) Subscription Receipts Receipt Certificate representing 23,791,824 22,727,272 Subscription Receipts registered in accordance with the name subscription agreement, received by the Corporation, from the Receiptholder. (c) The Receiptholder hereby acknowledges receipt of CDS (or its nominee)the Subscription Receipt Certificate representing 22,727,272 Subscription Receipts registered in accordance with the subscription agreement received from the Receiptholder.

Payment Acknowledgement. (a) The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments of $134.50 31.25 per Subscription Receipt that the Escrowed Funds be held by the Subscription Receipt Agent in accordance with the provisions of Article 4 as agent and bailee on behalf of the holders of Subscription Receipts. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest credited or received thereon until the Acquisition Closing Time or, in respect of any portion thereof payable to the Corporation pursuant to Section 3.3(a)(v) hereof, until the occurrence of a Termination EventTime. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the holders of Subscription Receipts and shall invest, disburse and deal with the Escrowed Funds as provided herein. (b) The Corporation has directed the Investors Investor to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon receipt, the Subscription Receipt Agent shall immediately place such funds in a segregated account in accordance with the provisions of this Agreement. In that regard, the Subscription Receipt Agent hereby acknowledges receipt from the Investors Investor of a wire transfer or wire transfers of funds in the aggregate amount of $3,200,000,328.00 475,000,000.00 in respect of the Subscription Receipts issued to the Investors Investor pursuant to the Subscription Agreements Agreement and confirms that such funds have been deposited in a segregated account designated as the “Intact Financial Corporation CAE Inc. – Cornerstone CDPQ Sub. Receipts” account (the “Subscription Proceeds Account”), and the Subscription Receipt Agent will retain and invest such funds solely as agent and bailee on behalf of the holders of Subscription Receipts in accordance with the terms of this Agreement pending payment and release of the Escrowed Funds in accordance with the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to the Investors Investor evidencing the funds having been received. (c) The Corporation hereby: (i) acknowledges that the amount received by the Subscription Receipt Agent pursuant to Section 2.1(b) represents payment in full by the Investors Investor to the Subscription Receipt Agent of the Subscription Price for the 23,791,824 15,200,000 Subscription Receipts issued on the date hereof; and (ii) irrevocably directs the Subscription Receipt Agent to retain the amounts described in Section 2.1(b) in accordance with the terms of this Agreement pending payment of the Escrowed Funds in accordance with the terms of this Agreement. (d) Each of the Investors has acknowledged by one or more separate written receipt(s), concurrently with the execution and delivery of this Agreement, receipt of such Investor’s pro rata share of Global Subscription Receipts representing 23,791,824 Subscription Receipts registered in the name of CDS (or its nominee).

Payment Acknowledgement. (a) The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments payment of $134.50 42.85 per Subscription Receipt that the Escrowed Funds be held by the Subscription Receipt Agent in accordance with the provisions of Article 4 as agent and bailee on behalf of the holders of Subscription ReceiptsReceiptholders. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest received or credited or received thereon until the Acquisition Closing Time (and then only to the extent payable to the Corporation pursuant to Section 3.1(b)) or, in respect of any portion thereof payable to the Corporation pursuant to Section 3.3(a)(v) hereof3.3(a), until the occurrence of a Termination EventTime. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the holders of Subscription Receipts Receiptholders and shall invest, disburse and deal with the Escrowed Funds as provided herein. (b) The Corporation has directed the Investors to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon receipt, the Subscription Receipt Agent shall immediately place such funds in a segregated account in accordance with the provisions of this Agreement. In that regard, the Subscription Receipt Agent hereby acknowledges receipt from TD Securities Inc., on behalf of the Investors Underwriters, of a wire transfer or wire transfers of funds in the aggregate amount of $3,200,000,328.00 in respect of the Subscription Receipts issued to the Investors pursuant to the Subscription Agreements 1,255,590,700.00 and confirms that such funds have been deposited in a segregated account designated as the “Intact Financial Pembina Pipeline Corporation – Cornerstone Sub. Subscription Receipts” account (the “Subscription Proceeds Account”), and the Subscription Receipt Agent will shall retain and invest such funds solely as agent and bailee on behalf of the holders of Subscription Receipts in accordance with the terms of this Agreement pending payment and release of the Escrowed Funds in accordance with the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to the Investors evidencing the funds having been received. (c) The Corporation hereby: (i) hereby acknowledges that the amount received by the Subscription Receipt Agent pursuant to Section 2.1(b) represents payment in full by the Investors to the Subscription Receipt Agent Underwriters of the aggregate Subscription Price for the 23,791,824 29,900,000 Subscription Receipts (including 3,900,000 Subscription Receipts issued pursuant to the exercise by the Underwriters of the Over-Allotment Option (the “Over-Allotment Subscription Receipts”)) issued on the date hereof; and (ii) irrevocably directs the Subscription Receipt Agent to retain the amounts described in Section 2.1(b) in accordance with the terms of this Agreement pending payment of the Escrowed Funds in accordance with the terms of this Agreement. (d) Each of the Investors has acknowledged by one or more separate written receipt(s)Lead Underwriters, concurrently with on behalf of the execution and delivery of this AgreementUnderwriters, hereby acknowledges: (i) receipt of such Investor’s pro rata share of Global 29,900,000 Subscription Receipts representing 23,791,824 Subscription Receipts electronically deposited and registered in the name of CDS (or its nominee); and (ii) satisfaction by the Corporation of its obligation to pay 50% of the fee payable to the Underwriters in respect of the Subscription Receipts issued on the date hereof pursuant to the Underwriting Agreement.

Payment Acknowledgement. (a) The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments of $134.50 31.25 per Subscription Receipt that the Escrowed Funds be held by the Subscription Receipt Agent in accordance with the provisions of Article 4 as agent and bailee on behalf of the holders of Subscription Receipts. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest credited or received thereon until the Acquisition Closing Time or, in respect of any portion thereof payable to the Corporation pursuant to Section 3.3(a)(v) hereof, until the occurrence of a Termination EventTime. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the holders of Subscription Receipts and shall invest, disburse and deal with the Escrowed Funds as provided herein. (b) The Corporation has directed the Investors Investor to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon receipt, the Subscription Receipt Agent shall immediately place such funds in a segregated account in accordance with the provisions of this Agreement. In that regard, the Subscription Receipt Agent hereby acknowledges receipt from the Investors Investor of a wire transfer or wire transfers of funds in the aggregate amount of $3,200,000,328.00 225,000,000.00 in respect of the Subscription Receipts issued to the Investors Investor pursuant to the Subscription Agreements Agreement and confirms that such funds have been deposited in a segregated account designated as the “Intact Financial Corporation – Cornerstone CAE Inc. –GIC Sub. Receipts” account (the “Subscription Proceeds Account”), and the Subscription Receipt Agent will retain and invest such funds solely as agent and bailee on behalf of the holders of Subscription Receipts in accordance with the terms of this Agreement pending payment and release of the Escrowed Funds in accordance with the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to the Investors Investor evidencing the funds having been received. (c) The Corporation hereby: (i) acknowledges that the amount received by the Subscription Receipt Agent pursuant to Section 2.1(b) represents payment in full by the Investors Investor to the Subscription Receipt Agent of the Subscription Price for the 23,791,824 7,200,000 Subscription Receipts issued on the date hereof; and (ii) irrevocably directs the Subscription Receipt Agent to retain the amounts described in Section 2.1(b) in accordance with the terms of this Agreement pending payment of the Escrowed Funds in accordance with the terms of this Agreement. (d) Each of the Investors has acknowledged by one or more separate written receipt(s), concurrently with the execution and delivery of this Agreement, receipt of such Investor’s pro rata share of Global Subscription Receipts representing 23,791,824 Subscription Receipts registered in the name of CDS (or its nominee).

Payment Acknowledgement. (a) The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments of $134.50 per Subscription Receipt that the Escrowed Funds be held by the Subscription Receipt Agent in accordance with the provisions of Article 4 as agent and bailee on behalf of the holders of Subscription Receipts. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest credited or received thereon until the Acquisition Closing Time or, in respect of any portion thereof payable to the Corporation pursuant to Section 3.3(a)(v) hereof, until the occurrence of a Termination Event. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the holders of Subscription Receipts and shall invest, disburse and deal with the Escrowed Funds as provided herein. (b) The Corporation has directed the Investors to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon receipt, the Subscription Receipt Agent shall immediately place such funds in a segregated account in accordance with the provisions of this Agreement. In that regard, the Subscription Receipt Agent hereby acknowledges acknowledge receipt from the Investors of a wire transfer or wire transfers Agent of funds by certified cheque, bank draft, wire or electronic transfer, in the aggregate amount of $3,200,000,328.00 in respect of 5,772,119.33, being the Subscription Receipts issued amount equal to the Investors pursuant to Escrowed Subscription Funds ($5,615,228.58) and the Subscription Agreements Escrowed Agent's Commission ($156,890.75), and confirms that such funds Escrowed Subscription Funds and Escrowed Agent's Commission have been deposited together in a segregated account designated as the “Intact Financial Corporation – Cornerstone Sub. Receipts” account (the “Subscription Proceeds "Escrow Account”), ") to be held and the Subscription Receipt Agent will retain and invest such funds solely as agent and bailee on behalf of the holders of Subscription Receipts dealt with in accordance with the terms of this Agreement pending payment and release of the Escrowed Funds in accordance with the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to the Investors evidencing the funds having been received. (cb) The Corporation hereby: (i) acknowledges that the amount amounts received by the Subscription Receipt Agent pursuant to Section 2.1(bSubsection 2.2(a) in accordance with the Corporation's direction to the Agent represents payment in full by the Investors to the Subscription Receipt Agent of the aggregate Subscription Price for the 23,791,824 19,001,000 Equity Unit Subscription Receipts issued on and 1,275 Debenture Unit Subscription Receipts, net of the date hereof; andNon- Escrowed Proceeds; (ii) irrevocably directs the Subscription Receipt Agent to retain hold such amounts received from the amounts described Agent in Section 2.1(b) escrow in accordance with the terms of this Agreement pending payment of the Escrowed Funds such amounts in accordance with the terms of this Agreement.; and (diii) Each of irrevocably directs the Investors has acknowledged by one or more separate written receipt(s)Subscription Receipt Agent, concurrently with immediately following the execution and delivery of this Agreement, receipt to certify and deliver to (i) the Agent in accordance with a written direction of such Investor’s pro rata share of the Corporation, one or more Global Subscription Receipts representing 23,791,824 either certificated or uncertificated, representing, in the aggregate, 15,157,000 Equity Unit Subscription Receipts and 310 Debenture Unit Subscription Receipts registered in the name of CDS (or its nominee), OR (ii) the Agent in accordance with a written direction of the Corporation, one or more Subscription Receipt Certificates representing, in the aggregate, Equity Unit Subscription Receipts registered in accordance with the Subscription Agreements received from Receiptholders. (c) The Agent hereby: (i) irrevocably directs the Subscription Receipt Agent to retain the Escrowed Agent's Commission in accordance with the terms of this Agreement pending payment of such amounts in accordance with the terms of this Agreement; and (ii) acknowledges receipt of the Global Subscription Receipts representing, in the aggregate, 15,157,000 Equity Unit Subscription Receipts and 310 Debenture Unit Subscription Receipts registered in the name of CDS (or its nominee) OR Subscription Receipt Certificates representing, in the aggregate, Equity Unit Subscription Receipts registered in accordance with the Subscription Agreements received from Receiptholders.

Payment Acknowledgement. Initial Closing (a) The Corporation acknowledges and agrees that it is a condition of Receiptholders’ payments of $134.50 per Subscription Receipt that the Escrowed Funds be held by the Subscription Receipt Escrow Agent in accordance with the provisions of Article 4 as agent and bailee on behalf of the holders of Subscription Receipts. The Corporation further acknowledges and confirms that it has and will have no interest in the Escrowed Funds or in the Earned Interest credited or received thereon until the Acquisition Closing Time or, in respect of any portion thereof payable to the Corporation pursuant to Section 3.3(a)(v) hereof, until the occurrence of a Termination Event. The Subscription Receipt Agent shall retain the Escrowed Funds as agent and bailee for and on behalf of the holders of Subscription Receipts and shall invest, disburse and deal with the Escrowed Funds as provided herein.hereby: (bi) The Corporation has directed the Investors to deliver the Proceeds to the Subscription Receipt Agent on closing by way of electronic wire transfer and, upon receipt, the Subscription Receipt Agent shall immediately place such funds in a segregated account in accordance with the provisions of this Agreement. In that regard, the Subscription Receipt Agent hereby acknowledges receipt from the Investors BMO Xxxxxxx Xxxxx Inc. of a wire transfer or wire transfers of funds in the aggregate amount of $3,200,000,328.00 in respect of the Subscription Receipts issued to the Investors pursuant to the Subscription Agreements 1,499,860,000 and confirms that such funds have been deposited in a segregated account in the name of the Corporation designated as the “Intact Financial TransCanada Corporation – Cornerstone Sub. Receipts” account (the “Subscription Proceeds Account”), or as otherwise directed by the Corporation; and (ii) acknowledges receipt from the Corporation of a wire transfer of the Escrowed Initial Underwriters’ Fee and confirms that such funds have been deposited in a segregated account in the name of the Corporation designated as the “TransCanada Corporation – Escrowed Underwriters’ Fee” account (the “Underwriters’ Fee Account”), or as otherwise directed by the Corporation, and the Subscription Receipt Escrow Agent will retain and invest such funds solely as agent and bailee on behalf of the holders of Subscription Receipts in accordance with the terms of this Agreement pending payment and release of the Escrowed Funds in accordance with the terms of this Agreement. Upon receipt of these funds, the Subscription Receipt Agent shall execute one or more separate written receipt(s) to the Investors evidencing the funds having been received. (cb) The Corporation hereby: (i) acknowledges that the amount received by the Subscription Receipt Escrow Agent pursuant to Section 2.1(b2.1(a)(i) represents payment in full by the Investors to the Subscription Receipt Agent Underwriters of the Subscription Price for the 23,791,824 39,470,000 Subscription Receipts issued on the date hereofReceipts; and (ii) irrevocably directs the Subscription Receipt Escrow Agent to retain the amounts described in Section 2.1(b2.1(a) in accordance with the terms of this Agreement pending payment of the Escrowed Funds in accordance with the terms of this Agreement. (dc) Each of the Investors has acknowledged by one or more separate written receipt(s)Lead Underwriters, concurrently with on behalf of the execution and delivery of this AgreementUnderwriters, hereby acknowledges: (i) receipt of such Investor’s pro rata share of a Global Subscription Receipts Receipt representing 23,791,824 39,470,000 Subscription Receipts registered in the name of CDS (or its nominee); and (ii) satisfaction by the Corporation of its obligation to pay 50% of the Underwriters’ fee payable to the Underwriters on the date hereof pursuant to the Underwriting Agreement.