Common use of Payments Pro Rata Clause in Contracts

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, the Administrative Agent shall it shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunderof the Borrower, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Borrowers in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, the Administrative Agent shall it shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this ----------------- Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) --- ---- pro rata based upon their respective shares, if any, of the Obligations with --- ---- respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, the Administrative Agent shall it shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share --- ---- of any such payment) pro rata based upon their respective shares, if any, of the --- ---- Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata (or in accordance with Section 11.4, as applicable) based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Obligations of such Borrower hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations of such Credit Party hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, the Administrative Agent shall it shall, except as otherwise provided in this Agreement (including payments to be made to one Tranche), distribute such payment to the Lenders entitled thereto under the applicable Tranche (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Borrowers in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than (x) any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of thereof or (y) solely with respect to payments to be made to withdrawing Lenders, any such paymentLender that has agreed to the extension contemplated by Section 2.3) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Borrowers in respect of any Loan Document Obligations or Class of Loans hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Loan Document Obligations or Class of Loans with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata (or in accordance with the Security Documents, as applicable) based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any the Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Company in respect of any Obligations obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Company in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Loan Party in respect of any Obligations of such Loan Party hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Obligations of such Borrower hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Borrowers in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the each Borrower in respect of any Obligations hereunderof such Borrower, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Credit Document Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Credit Document Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, the Administrative Agent shall it shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the each Borrower in respect of any Obligations of such Borrower hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such paymentpayment (including pursuant to Section 4.02(m))) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations of the Borrower hereunder, the Administrative Agent shall it shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Pledge Party in respect of any Obligations of such Pledge Party hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations of such Credit Party hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Company in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its upon receipt of each payment from or on behalf of the Borrower in respect of any Obligations of the Borrower hereunder, it shall promptly thereafter (on the same day if such payment was received by the Administrative Agent shall prior to Noon (New York time) or on the next Business Day if received thereafter) distribute funds in the form received relating to such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the respective Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Holdings or any Credit Party in respect of any Obligations hereunderof Holdings or such Credit Party, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party hereunder or under any Credit Document, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Company in respect of any Obligations of the Company hereunder, the Administrative Agent shall it shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this AgreementAgreement (including in Section 8.04), the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Parent or any of its Subsidiaries in respect of any Obligations of Parent or any of its Subsidiaries hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunderof the Borrower, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, the Administrative Agent shall it shall, except as otherwise provided in this Agreement (including, without limitation, as provided in Section 4.02(k)), distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective sharespercentages, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) (including pursuant to Section 4.02(i)) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in by this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunderObligations, the Administrative Agent shall it shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata (or in accordance with the Security Documents, as applicable) based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this ----------------- Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share --- ---- of any such payment) pro rata based upon their respective shares, if any, of the --- ---- Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the a Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations of such Credit Party hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their --- ---- respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Term Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Term Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any ABL Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the ABL Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the a Borrower in respect of any Obligations of such Borrower hereunder, the Administrative Agent shall it shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower either Credit Party in respect of any Obligations hereunderof such Credit Party, the Administrative Agent shall it shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations of the Borrower or any other Credit Party hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Obligations hereunderObligations, the Administrative Agent shall it shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the each Borrower in respect of any Obligations hereunderof such Borrower, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such paymentpayment and subject to the provisions in this Agreement regarding Limited Fronting Lenders) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of Holdings, the Borrower or the Account Party in respect of any Obligations hereunderof such Persons, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in by this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the each Borrower in respect of any Obligations hereunderObligations, the Administrative Agent shall it shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each any payment (other than payments pursuant to Section 3) from or on behalf of the Borrower Comercial in respect of any Obligations of Comercial hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party hereunder or under any Credit Document, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Banks pro rata based upon their respective sharesshares (other than to any Bank which has waived in writing its receipt of such distribution), if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, the Administrative Agent shall it shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations or Class of Loans hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations or Class of Loans with respect to which such payment was received.

Payments Pro Rata. (abe) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Company in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was receivedreceived to the Lenders entitled thereto.

Payments Pro Rata. (a) Except as otherwise provided in this ----------------- Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto Lender (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their --- ---- --- ---- respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Company in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment or prepayment from or on behalf of the Borrower Guarantors in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was receivedreceived (other than payments made pursuant to Section 2.7 hereof, which shall be distributed pro rata based upon claims made by the Lenders under such Section).

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata infoUSA Amended and Restated Credit Agreement share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower or any of its Subsidiaries in respect of any Obligations of the Borrower or any of its Subsidiaries hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the either Borrower in respect of any Obligations of such Borrower hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the any Borrower in respect of any Obligations of such Borrower hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than (i) payments in respect of any Swingline Loans which shall be for the account of the Swingline Lender and (ii) any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the either Borrower in respect of any Obligations of such Borrower hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Banks and the Swingline Bank pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment or prepayment from or on behalf of the Borrower Borrowers in respect of Gerdau Export and Working Capital Agreement any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was receivedreceived (other than payments made pursuant to Sections 4.1, 4.4 or 4.5 hereof, which shall be distributed pro rata based upon claims made by the Banks under such Sections).

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations of Borrower or any other Credit Party hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Issuers in respect of any Obligations of the Issuers hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Purchasers pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Company in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of Holdings or the Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, the Administrative Agent shall it shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share --- ---- of any such payment) pro rata based upon their respective shares, if any, of the --- ---- Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such paymentpayment (including pursuant to Section 5.02(m))) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender Lenders that has have consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.. 143

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Borrowers in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such paymentpayment (including pursuant to Section 5.02(k))) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunderof such Credit Party, the Administrative Agent shall it shall, except as otherwise provided in this Agreement, distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.. Each Amendment No. 1

Payments Pro Rata. (a) Except as otherwise provided in this AgreementAgreement (including Sections 2.02(b) and 3.01(iv)), the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that ----------------- promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations of such Credit Party hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing expressly waived its right to waive receive its pro rata share of any such paymentthereof) pro rata -------- -------- based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment or prepayment from or on behalf of the Borrower Borrowers in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was receivedreceived (other than payments made pursuant to Sections 4.1, 4.4 or 4.5 hereof, which shall be distributed pro rata based upon claims made by the Banks under such Sections).

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto Banks (other than any Lender Bank that has consented in writing to waive its -141- 149 pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower any Credit Party in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) Banks pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, the Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.. NYDOCS02/1076196.5 64

Payments Pro Rata. (a) Except as otherwise provided in this Agreement, the The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of the Borrower Company in respect of any Obligations hereunder, the Administrative Agent it shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was receivedreceived to the Lenders entitled thereto.