Common use of Loan Syndication Clause in Contracts

Loan Syndication. With the prior written consent of the Borrowers, not to be unreasonably withheld, each Lender shall have the right to sell, assign, transfer or grant a participation in its Commitment, in an amount of not less than Cdn $5,000,000 or, if less, the full amount of such Lender's Commitment in whole or in part, to one or more Persons (the "Participants"). After the occurrence of an Event of Default, any Lender shall be entitled to undertake any such sale, assignment, transfer or grant of a participation without notice to, or the consent of, either Borrower or Kingsway America. Notwithstanding the foregoing, any Lender may sell, assign, transfer or grant a participation in its Commitment to any other Lender or to an Affiliate of any Lender and without the consent of the Borrowers. For the purpose of selling, assigning, transferring or granting a participation in its Commitment, a Lender may disclose, on a confidential basis, to a potential Participant such information concerning the Borrowers, Kingsway America and their Subsidiaries as such Lender considers appropriate, including information subject to any duty of confidentiality by such Lender to the Borrowers, Kingsway America or any of their Subsidiaries. The Borrowers agree to execute and deliver and to cause Kingsway America and any of their Subsidiaries to execute and deliver such further documentation and take such further action as the Administrative Agent or any Lender considers necessary or advisable to give effect to such sale, assignment, transfer or grant of participation. In the case of sale, assignment, transfer or grant of a participation, and upon payment by the Participant to the Administrative Agent of an administrative fee in the amount of U.S. $2,500, for the Administrative Agent's own account and not for the account of the Lenders, the Participant shall have, to the extent of such sale, assignment, transfer or grant of participation, the same rights and obligations as it would have had if it had been a Lender on the Closing Date and as such had executed this Agreement as required, and from the date of delivery of the notice of participation and undertaking described in Section 10.19, the Participant shall be a Lender hereunder. The selling, assigning, transferring or granting Lender (the "Outgoing Lender") shall be relieved, to the extent of the sale, assignment, transfer or grant of participation, of its obligations hereunder with respect to its Commitment. The Borrowers hereby acknowledge and agree that any sale, assignment, transfer or grant of a participation will give rise to a direct obligation of the Borrowers to the Participant. Notwithstanding the foregoing, it is understood and agreed by each Borrower that the rights of any Outgoing Lender with respect to a Borrowing shall be transferred to the applicable Participant pursuant to the terms of this Section 10.18 and such Borrowing continues to be outstanding at all times without novation.

Loan Syndication. With the prior written consent of the Borrowers, not to be unreasonably withheld, each Lender shall have the right to sell, assign, transfer or grant a participation in its Commitment, Commitment in an amount of not less than Cdn US $5,000,000 or, if less, the full amount of such Lender's Commitment Commitment, in whole or in part, to one or more Persons (the "Participants"). After the occurrence of an Event of Default, as applicable, any Lender shall be entitled to undertake any such sale, assignment, transfer or grant of a participation without notice to, or the consent of, either Borrower or Kingsway Americathe Guarantor. Notwithstanding the foregoing, any Lender may sell, assign, transfer or grant a participation in its Commitment to any other Lender or to an Affiliate of any Lender in any amount and without the consent of the Borrowers. For the purpose of selling, assigning, transferring or granting a participation in its Commitment, a Lender may disclose, on a confidential basis, to a potential Participant such information concerning the Borrowers, Kingsway America the Guarantor and their the Subsidiaries as such Lender considers appropriate, including information subject to any duty of confidentiality by such Lender to the Borrowers, Kingsway America the Guarantor or any of their SubsidiariesSubsidiary. The Borrowers agree to execute and deliver and to cause Kingsway America and any of their Subsidiaries the Guarantor to execute and deliver such further documentation and take such further action as the Administrative Agent or any Lender considers necessary or advisable to give effect to such sale, assignment, transfer or grant of participation. In the case of sale, assignment, transfer or grant granting of a participation, and upon payment by the Participant to the Administrative Agent of an administrative fee in the amount of U.S. US $2,500, for the Administrative Agent's own account and not for the account of the Lenders, the Participant shall have, to the extent of such sale, assignment, transfer or grant of participation, the same rights and obligations as it would have had if it had been were a Lender on the Closing Date and as such had executed this Agreement as required, and from the date of delivery of the notice of participation and undertaking described in Section 10.1910.20, the Participant shall be a Lender hereunder. The selling, assigning, transferring or granting Lender (the "Outgoing Lender") shall be relieved, to the extent of the sale, assignment, transfer or grant of participation, of its obligations hereunder with respect to its Commitment. The Borrowers hereby acknowledge and agree that any sale, assignment, transfer or grant granting of a participation will give rise to a direct obligation of the Borrowers to the Participant. Notwithstanding the foregoing, it is understood and agreed by each Borrower that the rights of any Outgoing Lender with respect to a Borrowing shall be transferred to the applicable Participant pursuant to the terms of this Section 10.18 10.19 and such Borrowing continues to be outstanding at all times without novation.

Loan Syndication. With the prior written consent of the Borrowers, not to be unreasonably withheld, each Lender shall have the right to sell, assign, transfer or grant a participation in its Commitment, in an amount of not less than Cdn $5,000,000 or, if less, the full amount of such Lender's ’s Commitment in whole or in part, to one or more Persons (the "“Participants"”); provided that each such sale, assignment, transfer or grant of participation must be allocated rateably between the Canadian Facility and the U.S. Facility. After the occurrence of an Event of Default, any Lender shall be entitled to undertake any such sale, assignment, transfer or grant of a participation without notice to, or the consent of, either Borrower or Kingsway America; provided that each such sale, assignment, transfer or grant of participation must be allocated rateably between the Canadian Facility and the U.S. Facility. Notwithstanding the foregoing, any Lender may sell, assign, transfer or grant a participation in its Commitment to any other Lender or to an Affiliate of any Lender and without the consent of the Borrowers. For the purpose of selling, assigning, transferring or granting a participation in its Commitment, Commitment a Lender may disclose, on a confidential basis, to a potential Participant such information concerning the Borrowers, Kingsway America and their Subsidiaries as such Lender considers appropriate, including information subject to any duty of confidentiality by such Lender to the Borrowers, Kingsway America or any of their Subsidiaries, and any such information may also be disclosed to any Lender’s direct or indirect contractual counter parties or prospective counter parties in swap agreements, credit linked notes or similar transactions, or such contractual counter parties’ or prospective counter parties’ professional advisors. The Borrowers agree to execute and deliver and to cause Kingsway America and any of their Subsidiaries to execute and deliver such further documentation and take such further action as the Administrative Agent or any Lender considers necessary or advisable to give effect to such sale, assignment, transfer or grant of participation. In the case of sale, assignment, transfer or grant of a participation, and upon payment by the Participant to the Administrative Agent of an administrative fee in the amount of U.S. $2,500, for the Administrative Agent's ’s own account and not for the account of the Lenders, the Participant shall have, to the extent of such sale, assignment, transfer or grant of participation, the same rights and obligations as it would have had if it had been a Lender on the Closing Date and as such had executed this Agreement as required, and from the date of delivery of the notice of participation assignment and undertaking described in acceptance agreement pursuant to Section 10.19, the Participant shall be a Lender hereunder. The selling, assigning, transferring or granting Lender (the "“Outgoing Lender"”) shall be relieved, to the extent of the sale, assignment, transfer or grant of participation, of its obligations hereunder with respect to its Commitment. The Borrowers hereby acknowledge and agree that any sale, assignment, transfer or grant of a participation will give rise to a direct obligation of the Borrowers to the Participant. Notwithstanding the foregoing, it is understood and agreed by each Borrower that the rights of any Outgoing Lender with respect to a Borrowing shall be transferred to the applicable Participant pursuant to the terms of this Section 10.18 and such Borrowing continues to be outstanding at all times without novation.