Common use of Defaulting Lender Fees Clause in Contracts

Defaulting Lender Fees. Notwithstanding anything herein to the contrary, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees); provided, that (i) to the extent that a Ratable Portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.18(a) (Defaulting Lender), such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (ii) to the extent any portion of such Letter or Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has not provided cash collateral, such fees will instead accrue for the benefit of and be payable to the Issuer and the Swing Lender as their interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees)).

Defaulting Lender Fees. Notwithstanding anything herein to the contrary, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees relating to such Defaulting Lender’s unused Commitments accruing during such period pursuant to clauses (a) and (b) above (without prejudice to the rights of the Lenders other than Non-Defaulting Lenders in respect of such fees); provided, that (i) to the extent that a Ratable Portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.18(a) (Defaulting Lender2.23(a), such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (ii) to the extent that all or any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has or is not provided cash collateralcollateralized pursuant to Section 2.23(b), such fees will instead accrue for the benefit of and be payable to the relevant Issuer and the Swing Lender as their interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) 2.15 will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees2.06(e)), and (iii) in no event shall the Borrowers be required to pay any Facility Fee that otherwise would have been required to have been paid to any Lender during such period such Lender is a Defaulting Lender.

Defaulting Lender Fees. Notwithstanding anything herein to the contrary, but subject to Section 9.26, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees relating to such Defaulting Lender’s unused Commitments accruing during such period pursuant to clauses (a) and (b) above (without prejudice to the rights of the Lenders other than Non-Defaulting Lenders in respect of such fees); provided, that (i) to the extent that a Ratable Portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.18(a2.23(a) (“Reallocation of Defaulting LenderLender Commitment”), such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (ii) to the extent that all or any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has is not provided cash collateralcollateralized pursuant to Section 2.23(a) (“Reallocation of Defaulting Lender Commitment”), such fees will will, without prejudice to any rights or remedies of any Issuer or any Lender hereunder, instead accrue for the benefit of and be payable to the relevant Issuer and the Swing Lender as their interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) 2.15 will automatically be deemed adjusted to reflect the provisions of this Section 2.12(cparagraph), and (iii) (Fees))in no event shall the Borrower be required to pay any Commitment Fee in respect of the Commitments of a Defaulting Lender that otherwise would have been required to have been paid to such Lender during such period such Lender is a Defaulting Lender.

Defaulting Lender Fees. Notwithstanding anything herein in this Agreement to the contrary, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees)) and, subject to the immediately following proviso, the Borrower shall not be required to pay any such fees that otherwise would have been required to have been paid to that Defaulting Lender; provided, that (i) to the extent that a Ratable Portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is has been reallocated in accordance with Section 2.19(a)(i) (Reallocation of Defaulting Lender Commitments) to the Non-Defaulting Lenders Lenders, the fee accruing during such period pursuant to Section 2.18(aclause (b) (Defaulting Lender), such fees that would have accrued for the benefit of such Defaulting Lender above will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Revolving Credit Commitments, and (ii) to the extent any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has not provided cash collateralto such Non-Defaulting Lenders, such fees will instead accrue for the benefit of and be payable to the Issuer and the Swing Loan Lender as their interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees)).

Defaulting Lender Fees. Notwithstanding anything herein to the contrary, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees relating to such Defaulting Lender’s unused Commitments accruing during such period pursuant to clauses (a) and (b) above (without prejudice to the rights of the Lenders other than Non-Defaulting Lenders in respect of such fees); provided, that (i) to the extent that a Ratable Portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.18(a) (Defaulting Lender2.23(a), such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (ii) to the extent that all or any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has or is not provided cash collateralcollateralized pursuant to Section 2.23(b), such fees will instead accrue for the benefit of and be payable to the relevant Issuer and the Swing Lender as their interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) 2.15 will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees2.06(e)), and (iii) in no event shall the Borrowers be required to pay any Facility Fee that otherwise would have been required to have been paid to any Lender during such period such Lender is a Defaulting Lender.

Defaulting Lender Fees. Notwithstanding anything herein in this Agreement to the contrary, during such period as a if any Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above above, in each case with respect to the entire accrual period with respect to such fees (without prejudice to the rights of the Lenders other than Non-Defaulting Lenders in respect of such fees); provided, that (i) to the extent that a Ratable Portion ratable portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is has been reallocated in accordance with Section 2.13(a)(i) to the Non-Defaulting Lenders pursuant to Section 2.18(a) (Defaulting Lender)Lenders, such the fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (ii) to the extent any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has not provided cash collateralto such Non-Defaulting Lenders, such fees will instead accrue for the benefit of and be payable to the Issuer and the Swing Lender Issuing Bank as their its interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) 2.09 will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees2.03(c)).. (d)

Defaulting Lender Fees. Notwithstanding anything herein in this Agreement to the contrary, during such period as a if any Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above above, in each case with respect to the entire accrual period with respect to such fees (without prejudice to the rights of the Lenders other than Non-Defaulting Lenders in respect of such fees); provided, that (i) to the extent that a Ratable Portion ratable portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is has been reallocated in accordance with Section 2.13(a)(i) to the Non-Defaulting Lenders pursuant to Section 2.18(a) (Defaulting Lender)Lenders, such the fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (ii4) to the extent any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has not provided cash collateralto such Non-Defaulting Lenders, such fees will instead accrue for the benefit of and be payable to the Issuer and the Swing Lender Issuing Bank as their its interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) 2.09 will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees2.03(c)).

Defaulting Lender Fees. Notwithstanding anything herein in this Agreement to the contrary, during such period as a if any Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above above, in each case with respect to the entire accrual period with respect to such fees (without prejudice to the rights of the Lenders other than Non-Defaulting Lenders in respect of such fees); provided, that (i) to the extent that a Ratable Portion ratable portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is has been reallocated in accordance with Section 2.16(a)(i) to the Non-Defaulting Lenders pursuant to Section 2.18(a) (Defaulting Lender)Lenders, such the fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (ii) to the extent any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has not provided cash collateralto such Non-Defaulting Lenders, such fees will instead accrue for the benefit of and be payable to the Issuer Issuing Bank and the Swing Loan Lender as their interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) 2.11 will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees2.05(c)).

Defaulting Lender Fees. Notwithstanding anything herein to the contrary, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees); provided, provided that (i) to the extent that a Ratable Portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.18(a) (Defaulting Lender2.20(a), such fees that would have accrued pursuant to clause (b) for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (ii) to the extent any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has not provided cash collateralCash Collateral, such fees pursuant to clause (b) will instead accrue for the benefit of and be payable to the Issuer and the Swing Lender as their interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees)).

Defaulting Lender Fees. Notwithstanding anything herein in this Agreement to the contrary, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees); provided, that (i) to the extent that a Ratable Portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is has been reallocated in accordance with Section 2.19(a)(i) (Reallocation of Defaulting Lender Commitments) to the Non-Defaulting Lenders Lenders, the fee accruing during such period pursuant to Section 2.18(aclause (b) (Defaulting Lender), such fees that would have accrued for the benefit of such Defaulting Lender above will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Revolving Credit Commitments, and (ii) to the extent any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has not provided cash collateralto such Non-Defaulting Lenders, such fees will instead accrue for the benefit of and be payable to the Issuer and the Swing Loan Lender as their interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees)).. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Defaulting Lender Fees. Notwithstanding anything herein to the contrary, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees); provided, provided that (i) to the extent that a Ratable Portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.18(a) (Defaulting Lender2.20(a), such fees that would have accrued pursuant to clause (b) for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (ii) to the extent any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has not provided cash collateralCash Collateral, such fees pursuant to clause (b) will instead accrue for the benefit of and be payable to the Issuer and the Swing Lender as their interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees)).. (q)

Defaulting Lender Fees. Notwithstanding anything herein in this Agreement to the contrary, during such period as a if any Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above above, in each case with respect to the entire accrual period with respect to such fees (without prejudice to the rights of the Lenders other than Non-Defaulting Lenders in respect of such fees); provided, provided that (i) to the extent that a Ratable Portion ratable portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is has been reallocated in accordance with Section 2.16(a)(i) to the Non-Defaulting Lenders pursuant to Section 2.18(a) (Defaulting Lender)Lenders, such the fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective CommitmentsCommitments after giving effect to such reallocation, and (ii) to the extent any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has not provided cash collateralto such Non-Defaulting Lenders, such fees will instead accrue for the benefit of and be payable to the Issuer Issuing Banks and the Swing Lender Loan Lenders as their interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) 2.11 will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees2.05(c)).. FIFTH AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION 38 (d)

Defaulting Lender Fees. Notwithstanding anything herein to the contrary, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees); provided, that (i) to the extent that a Ratable Portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.18(a4.25(e) (Defaulting Lender), such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (ii) to the extent any portion of such Letter or Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has not provided cash collateral, such fees will instead accrue for the benefit of and be payable to the Issuer and the Swing Lender as their interests appear (and the pro rata payment provisions of Section 2.13 4.20 (Payments and Computations) will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c4.19(g) (Fees)).

Defaulting Lender Fees. Notwithstanding anything herein in this Agreement to the contrary, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees); provided, that (i) to the extent that a Ratable Portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is has been reallocated in accordance with Section 2.19(a)(i) (Reallocation of Defaulting Lender Commitments) to the Non-Defaulting Lenders Lenders, the fee accruing during such period pursuant to Section 2.18(aclause (b) (Defaulting Lender), such fees that would have accrued for the benefit of such Defaulting Lender above will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Revolving Credit Commitments, and (ii) to the extent any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has not provided cash collateralto such Non-Defaulting Lenders, such fees will instead accrue for the benefit of and be payable to the Issuer and the Swing Loan Lender as their interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees)).. AMENDED AND RESTATED CREDIT AGREEMENT TXXXX HEALTHCARE CORPORATION

Defaulting Lender Fees. Notwithstanding anything herein in this Agreement to the contrary, during such period as a if any Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above above, in each case with respect to the entire accrual period with respect to such fees (without prejudice to the rights of the Lenders other than Non-Defaulting Lenders in respect of such fees); provided, provided that (i) to the extent that a Ratable Portion ratable portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is has been reallocated in accordance with Section 2.16(a)(i) to the Non-Defaulting Lenders pursuant to Section 2.18(a) (Defaulting Lender)Lenders, such the fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective CommitmentsCommitments after giving effect to such reallocation, and (ii) to the extent any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has not provided cash collateralto such Non-Defaulting Lenders, such fees will instead accrue for the benefit of and be payable to the Issuer Issuing Banks and the Swing Lender as their interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees)).32

Defaulting Lender Fees. Notwithstanding anything herein in this Agreement to the contrary, during such period as a if any Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above above, in each case with respect to the entire accrual period with respect to such fees (without prejudice to the rights of the Lenders other than Non-Defaulting Lenders in respect of such fees); provided, that (i) to the extent that a Ratable Portion ratable portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is has been reallocated in accordance with Section 2.16(a)(i) to the Non-Defaulting Lenders pursuant to Section 2.18(a) (Defaulting Lender)Lenders, such the fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (ii) to the extent any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has not provided cash collateralto such Non-Defaulting Lenders, such fees will instead accrue for the benefit of and be payable to the Issuer Issuing Bank and the Swing Loan Lender as their interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) 2.11 will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees2.05(c)).. (d)

Defaulting Lender Fees. Notwithstanding anything herein in this Agreement to the contrary, during such period as a if any Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above above, in each case with respect to the entire accrual period with respect to such fees (without prejudice to the rights of the Lenders other than Non-Defaulting Lenders in respect of such fees); provided, provided that (i) to the extent that a Ratable Portion ratable portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is has been reallocated in accordance with Section 2.16(a)(i) to the Non-Defaulting Lenders pursuant to Section 2.18(a) (Defaulting Lender)Lenders, such the fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective CommitmentsCommitments after giving effect to such reallocation, and (ii) to the extent any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has not provided cash collateralto such Non-Defaulting Lenders, such fees will instead accrue for the benefit of and be payable to the Issuer and the Swing Lender as their interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees)).Issuing Banks and

Defaulting Lender Fees. Notwithstanding anything herein to the contrary, but subject to Section 9.26 (Collateral and Guarantee Principles Relating to US Secured Obligations), during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees relating to such Defaulting Lender’s unused Commitments accruing during such period pursuant to clauses (a) and (b) above (without prejudice to the rights of the Lenders other than Non-Defaulting Lenders in respect of such fees); provided, provided that (i) to the extent that a Ratable Portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.18(a2.23(a) (Reallocation of Defaulting LenderLender Commitment), such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (ii) to the extent that all or any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has is not provided cash collateralcollateralized pursuant to Section 2.23(a), such fees will will, without prejudice to any rights or remedies of any Issuer or any Lender hereunder, instead accrue for the benefit of and be payable to the relevant Issuer and the Swing Lender as their interests appear (and the pro rata payment provisions of Section 2.13 2.15 (Payments and ComputationsPro Rata Treatment) will automatically be deemed adjusted to reflect the provisions of this Section 2.12(cparagraph), and (iii) (Fees))in no event shall the Borrower be required to pay any Commitment Fee in respect of the Commitments of a Defaulting Lender that otherwise would have been required to have been paid to such Lender during such period such Lender is a Defaulting Lender.

Defaulting Lender Fees. Notwithstanding anything herein to the contrary, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) ), and (b) above (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees); provided, that (i) to the extent that a Ratable Portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is reallocated to the Non-Defaulting CREDIT AGREEMENT JOHNSONDIVERSEY, INC. Lenders pursuant to Section 2.18(a2.20(a) (Defaulting Lender), such fees that would have accrued pursuant to clause (b) for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (ii) to the extent any portion of such Letter or Credit Obligations or Swing Loans cannot be so reallocated and the relevant Borrower has not provided cash collateral, such fees pursuant to clause (b) will instead accrue for the benefit of and be payable to the Issuer and the Swing Lender as their interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees)).

Defaulting Lender Fees. Notwithstanding anything herein in this Agreement to the contrary, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees)) and, subject to the immediately following proviso, the Borrower shall not be required to pay any such fees that otherwise would have been required to have been paid to that Defaulting Lender; provided, that (i) to the extent that a Ratable Portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is has been reallocated in accordance with Section 2.19(a)(i) (Reallocation of Defaulting Lender Commitments) to the Non-Defaulting Lenders Lenders, the fee accruing AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION during such period pursuant to Section 2.18(aclause (b) (Defaulting Lender), such fees that would have accrued for the benefit of such Defaulting Lender above will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Revolving Credit Commitments, and (ii) to the extent any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has not provided cash collateralto such Non-Defaulting Lenders, such fees will instead accrue for the benefit of and be payable to the Issuer and the Swing Loan Lender as their interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees)).

Defaulting Lender Fees. Notwithstanding anything herein in this Agreement to the contrary, during such period as a if any Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above above, in each case with respect to the entire accrual period with respect to such fees (without prejudice to the rights of the Lenders other than Non-Defaulting Lenders in respect of such fees); provided, that (i) to the extent that a Ratable Portion ratable portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is has been reallocated in accordance with Section 2.13(a)(i) to the Non-Defaulting Lenders pursuant to Section 2.18(a) (Defaulting Lender)Lenders, such the fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (ii) to the extent any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has not provided cash collateralto such Non-Defaulting Lenders, such fees will instead accrue for the benefit of and be payable to the Issuer and the Swing Lender Issuing Bank as their its interests appear (and the pro rata payment provisions of Section 2.13 (Payments and Computations) 2.09 will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees2.03(c)).

Defaulting Lender Fees. Notwithstanding anything herein to the contrary, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to clauses (a) and (b) above and Section 2.4(h) (Letters of Credit) (without prejudice to the rights of the Lenders other than Non-Defaulting Lenders in respect of such fees); provided, that (i) to the extent that all or a Ratable Portion portion of the Letter of Credit Obligations or Swing Loans of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.18(a2.19(a) (Defaulting Lender), such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Revolving Credit Commitments, and (ii) to the extent that all or any portion of such Letter or of Credit Obligations or Swing Loans cannot be so reallocated and the Borrower has not provided cash collateralreallocated, such fees will instead accrue for the benefit of and be payable to the Issuer and the Swing Lender Loan Lender, as their interests appear applicable (and the pro rata payment provisions of Section 2.13 (Payments and Computations) will automatically be deemed adjusted to reflect the provisions of this Section 2.12(c) (Fees2.12(e)).