Reallocation. Subject to the terms and conditions set forth herein, each Revolving Credit Lender hereby agrees to reallocate its Revolving Credit Commitment under the Credit Agreement on the date hereof to equal the amounts set forth opposite such Revolving Credit Lender’s name on [Schedule 2].01A attached hereto. Upon the effectiveness of this Amendment, the Borrowers, the Administrative Agent and the Revolving Credit Lenders shall make such reallocations, sales, assignments and other relevant actions in respect of each Revolving Credit Lender’s Revolving Credit Exposure as are necessary in order that such Revolving Credit Lender’s Revolving Credit Exposure reflect such Revolving Credit Lender’s Applicable Percentage of the outstanding aggregate Revolving Credit Exposure of all Revolving Credit Lenders on the date of the effectiveness hereof, and (unless otherwise waived by a Revolving Credit Lender in its sole discretion) the Borrowers agree to compensate each Revolving Credit Lender for any loss, cost or expense incurred by such Revolving Credit Lender in connection with the reallocation described above, in each case on the terms and in the manner set forth in [Section 3.05] of the Credit Agreement. First-Citizens Bank & Trust Company acknowledges, agrees and confirms that, by its execution of this Amendment, it will be deemed to be a party to the Credit Agreement and a Lender for all purposes of the Credit Agreement and the other Loan Documents, and shall have all of the rights and obligations of a Lender thereunder as if it had executed the Credit Agreement and the other Loan Documents.

Reallocation. If the maturity date shall have occurred in respect of any Tranche of Revolving Commitments (the “Expiring Credit Commitment”) at a time when another Tranche or Tranches of Revolving Commitments is or are in effect with a longer maturity date (each, a “Non-Expiring Credit Commitment” and collectively, the “Non-Expiring Credit Commitments”), then with respect to each outstanding Swing Line Loan, if consented to by the Swing Line Lender, on the earliest occurring maturity date such Swing Line Loan shall be deemed reallocated to the Tranche or Tranches of the Non-Expiring Credit Commitments on a pro rata basis; provided that # to the extent that the amount of such reallocation would cause the Revolving Credit Exposure to exceed the aggregate amount of such Non-Expiring Credit Commitments, immediately prior to such allocation the amount of Swing Line Loans to be reallocated equal to such excess shall be repaid or Cash Collateralized and # notwithstanding the foregoing, if a Default or Event of Default has occurred and is continuing, the Borrowers shall still be obligated to pay Swing Line Loans allocated to the Revolving Lenders holding the Expiring Credit Commitments at the maturity date of the Expiring Credit Commitments or if the Loans have been accelerated prior to the maturity date of the Expiring Credit Commitment. Upon the maturity date of any Tranche of Revolving Commitments, the sublimit for Swing Line Loans may be reduced as agreed between the Swing Line Lender and the Borrowers, without the consent of any other Person.

Reallocation. If the Maturity Date in respect of any tranche of a Class of Revolving Facility Commitments occurs prior to the expiration of any Letter of Credit issued under such Class of Revolving Facility Commitments, then # if one or more other tranches of Revolving Facility Commitments of the same Class in respect of which the Maturity Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the applicable Revolving Lenders to purchase participations therein and to make Revolving Loans and payments in respect thereof pursuant to [Section 2.05(5)]) under (and ratably participated in by the applicable Lenders pursuant to) the Revolving Facility Commitments of the same Class in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Facility Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be reallocated); provided, in no event shall such reallocation cause a Lender’s share of the Revolving Facility Commitments of such Class to exceed such Lender’s Revolving Facility Commitments of such Class, and # to the extent not reallocated pursuant to the immediately preceding clause (i), the applicable Borrowers shall cash collateralize any such Letter of Credit in accordance with [Section 2.05(11)]. If, for any reason, such cash collateral is not provided or reallocation does not occur, the Revolving Lenders under the maturing tranche shall continue to be responsible for their participating interests in the applicable Letters of Credit. Except to the extent of reallocations of participations pursuant to clause (i) of the second preceding sentence, the occurrence of a Maturity Date with respect to a given tranche of Revolving Facility Commitments of the same Class shall have no effect upon (and shall not diminish) the percentage participations of the Revolving Lenders in any Letter of Credit issued under such Class of Revolving Facility Commitments before such Maturity Date. Commencing with the Maturity Date of any tranche of Revolving Facility Commitments of the same Class, the sublimit for Letters of Credit shall be agreed with the Lenders under the extended tranches.

Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article 6 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 9.13), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, as the Company may request (so long as no Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Company, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default exists, to the payment of any amounts owing to the Company as a result of any judgment of a court of competent jurisdiction obtained by the Company against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if # such payment is a payment of the principal amount of any Loans in respect of which that Defaulting Lender was obligated to but has not fully funded its appropriate share and # such Loans were made at a time when the conditions set forth in Section 3.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders participating therein on a pro rata basis prior to being applied to the payment of any Loans of that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this [Section 2.10(a)(ii)] shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

Reallocation of Participations. On the Existing Commitment Termination Date, if any LC Exposure exists at such time:

Reallocation of Payments. Any interest, fees and other payments accrued to the Effective Date with respect to the Commitment, Committed Loans and outstanding Letter of Credit Accommodations shall be for the account of Assignor. Any interest, fees and other payments accrued on and after the Effective Date with respect to the Assigned Commitment Amount shall be for the account of Assignee. Each of Assignor and Assignee agrees that it will

SECTION # New Lenders; Reallocation of Maximum Credit Amount. Effective on the Amendment Effective Date:

Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 10.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

Any Reallocation pursuant to this [Section 2.06(e)] shall be subject to the following conditions:

Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting [[Organization B:Organization]]’s participation in L/C Obligations shall be reallocated among the Non‑Defaulting Lenders in accordance with their respective Ratable Shares (calculated without regard to such Defaulting [[Organization B:Organization]]’s Revolving Credit Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non‑Defaulting [[Organization B:Organization]] to exceed such Non‑Defaulting [[Organization B:Organization]]’s Revolving Credit Commitment. Subject to [Section 8.19], no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting [[Organization B:Organization]] arising from that [[Organization B:Organization]] having become a Defaulting [[Organization B:Organization]], including any claim of a Non‑Defaulting [[Organization B:Organization]] as a result of such Non‑Defaulting [[Organization B:Organization]]’s increased exposure following such reallocation.