Application of Revolving Credit Facility Prepayments. Except as otherwise provided in [Section 2.15], prepayments of the Revolving Credit Facility made pursuant to this [Section 2.05(b)], first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Application of Revolving Credit Facility Prepayments.Other Payments. Except as otherwise provided in [Section 2.15], prepayments of the Revolving Credit Facility made pursuant to this [Section 2.05(b)], first, shall be applied ratably to the L/C Borrowings and the Swing LineSwingline Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations. UponObligations; and, in the drawingcase of any Letterprepayments of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.Facility required pursuant to [clause (i) or (ii) of this Section 2.05(b)], the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swingline Loans and Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the ​ for use in the ordinary course of its business.

Application of Revolving Credit Facility Prepayments.Other Payments. Except as otherwise provided in [SectionSection 2.15],15, prepayments of the Revolving Credit Facility made pursuant to this [Section 2.05(b)], first, shall be applied ratably to the L/C Borrowings and the Swing LineSwingline Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, and, third, shall be used to Cash Collateralize the remaining L/C Obligations.Obligations; and, in the case of prepayments of the Revolving Facility required pursuant to [clauses (i), (ii), (iii) or (iv) of this Section 2.05(b)], the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swingline Loans and Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full (the sum of such prepayment amounts, Cash Collateralization amounts and remaining amount being, collectively, the “Reduction Amount”) may be retained by the Borrower for use in the ordinary course of its business, and the Revolving Facility shall be automatically and permanently reduced by the Reduction Amount as set forth in [Section 2.06(b)(ii)]. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the L/C Issuer or the Revolving Credit Lenders, as applicable.

Application ofIf for any reason the Total Revolving Credit Facility Prepayments. Except as otherwise provided in [Section 2.15], prepayments ofOutstandings exceed the Revolving Credit Facility madeFacility, the Borrower shall immediately prepay Loans (including L/C Borrowings) and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. Each prepayment pursuant to this [Section 2.05(b)], first,the foregoing sentence shall be appliedapplied, first, ratably to the outstanding L/C Borrowings and the Swing Line Loans,until paid in full, second, shall be applied ratably to the outstanding Revolving Credit Loans, and,Loans (without any reduction of the Revolving Credit Facility) until paid in full, and third, shall be used to Cash Collateralize the remaining L/C Obligations.Obligations in full. Upon thea drawing ofunder any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party or any Defaulting Lender that has provided Cash Collateral)Party) to reimburse the L/C IssuerIssuers or the Revolving Credit Lenders,[[Loan Parties:Organization]], as applicable.