Reallocation to Reduce Fronting Exposure. During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit, Letter of Credit Loans or Swing Loans pursuant to [[Sections 3.03 and 3.04]4]]4], the pro rata share of each non-Defaulting Lender with respect to any Letters of Credit, Letter of Credit Loans or Swing Loans shall be computed without giving effect to the applicable Commitment(s) of that Defaulting Lender; provided, that, each such reallocation shall be given effect only to the extent that the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit, Letter of Credit Loans and Swing Loans does not exceed the positive difference, if any, of # the Commitment of that non-Defaulting Lender minus # the portion of the Total Outstandings attributable to that Lender. Subject to [Section 9.23], 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.

Cash Collateral; Repayment of Swing Line Loans. If the reallocation described in [clause (a)](iv) above cannot, or can only partially, be effected, Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable law, first, prepay Swing Line Loans in an amount equal to Swing Line Lender’s Fronting Exposure and second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in [Section 2.10].

Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following # the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with [Section 12.8(b)(vii)])) or # the

any subsequent reallocation of LC Exposure or Swingline Exposure among non-Defaulting ​ described in [clause (i) above]);

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.

“Minimum Collateral Amount” means, at any time, # with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 100% of the Fronting Exposure of the L/C Issuers with respect to Letters of Credit issued and outstanding at such time and # with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of [[Section 2.15(a)(i), (a)(ii) or (a)(iii)])])]])])], an amount equal to 100% of the Outstanding Amount of all L/C Obligations.

Termination of Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Issuing Bank’s Fronting Exposure shall no longer be required to be held as Cash Collateral pursuant to this [Section 2.17(i)] following # the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Revolving Lender) or # the determination by the Administrative Agent and the Issuing Bank that there exists excess Cash Collateral; provided, subject to [Section 2.18(a)(v)], the Person providing Cash Collateral and the Issuing Bank may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other Letter of Credit Obligations; provided, further, to the extent that such Cash Collateral was provided by the Borrower, such Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents.

prepay Swing Line Loans in an amount equal to the Swing Line Lender’s Fronting Exposure and # second, Cash Collateralize the L/C Issuer’s Fronting Exposure in accordance with the procedures set forth in [Section 2.15].