Replacement of Funding Party. If (i) any Funding Party requests compensation under Section 4.04, or (ii) any Borrower Party is required to pay any additional amount to any Funding Party or any Governmental Authority for the account of any Funding Party pursuant to Section 4.01, Borrowers may, at their sole cost and effort, replace such Funding Party in accordance with Section 12.13; provided, however, that a Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Funding Party or otherwise, the circumstances entitling Borrowers to require such assignment and delegation cease to apply. No Funding Party shall claim compensation under Section 4.01, 4.03, 4.04 or 4.05 in a manner that is arbitrary, capricious, discriminatory or materially prejudicial to any Borrower Party as compared to such Funding Party’s claims for compensation with respect to borrowers that such Funding Party determines, acting in a commercially reasonable manner, are similarly situated to such Borrower Party.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Goldman Sachs Private Middle Market Credit II LLC), Revolving Credit Agreement (Goldman Sachs Private Middle Market Credit II LLC), Credit Agreement (Goldman Sachs Private Middle Market Credit II LLC)
Replacement of Funding Party. If (i) any Funding Party requests compensation under Section 4.04, or (ii) any Borrower Party is required to pay any additional amount to any Funding Party or any Governmental Authority for the account of any Funding Party pursuant to Section 4.01, Borrowers may, at their sole cost and effort, replace such Funding Party in accordance with Section 12.13; provided, however, that a Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Funding Party or otherwise, the circumstances entitling Borrowers to require such assignment and delegation cease to apply. No Funding Party shall claim compensation under Section 4.01, 4.03, 4.04 or 4.05 in a manner that is arbitrary, capricious, discriminatory or materially prejudicial to any Borrower Party as compared to such Funding Party’s claims for compensation with respect to borrowers that such Funding Party determines, acting in a commercially reasonable manner, are similarly situated to such Borrower Party.. 4839-3568-8659 v.44820-4713-6753 v.6
Appears in 1 contract
Samples: Revolving Credit Agreement (Goldman Sachs Private Middle Market Credit II LLC)
