Common use of Partial payments Clause in Contracts

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If Subject to this Clause 35.6 if the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger Swingline Agent and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Issuing Agent under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance DocumentsDocuments and any amount due but unpaid under Clause 8.3 (Claims under a Letter of Credit) and Clause 8.5 (Indemnities); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent or, as the case may be, the U.S. Swingline Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documentsthis Agreement, the Agent or, as the case may be, the U.S. Swingline Agent shall apply that payment towards the obligations of that Obligor the Obligors under those Finance Documents this Agreement in the following order: (i) first, in or towards payment pro rata of any unpaid feescosts, costs fees and expenses of the Agent, the Arranger Agent and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) U.S. Swingline Agent under those Finance Documentsthis Agreement; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission fees due but unpaid under those Finance DocumentsClause 20 (Fees); (iii) thirdly, in or towards payment pro rata of any interest due but unpaid under this Agreement; (iv) fourthly, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement; and (ivv) fourthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documentsthis Agreement. (b) The Agent or, as the case may be, the U.S. Swingline Agent, shall, if so directed by all the Majority Lenders, vary the order set out in sub-paragraphs (a)(ii) to (ivv) above. The Agent or, as the case may be, the U.S. Swingline Agent, shall notify Vodafone of any such variation. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an any Obligor.

Partial payments. Subject to the provisions of the Intercreditor Agreement: (a) If the Administrative Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Administrative Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger Administrative Agent and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Agent under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Administrative Agent shall, if so directed by the Majority LendersParticipating Creditors, vary the order set out in paragraphs (a)(ii) to (iv) aboveabove (but not, for the avoidance of doubt, the pro rata allocation of payments falling within any such paragraph). (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If Subject to the provisions of the Intercreditor Agreement, if the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents from a Transaction Obligor that is insufficient to discharge all the amounts then due and payable by an that Transaction Obligor and/or (if different) the Borrower under those Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Transaction Obligor and/or (if different) the Borrower under those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of amount owing to the Agent, the Arranger and Facility Agent and/or the Security Trustee (including, in Agent under the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those the Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those the Finance Documents; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, shall if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iva)(iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an any Transaction Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Agent under those Finance Documents; (ii) secondly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under those Finance Documents; (iii) thirdly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents; (iiiiv) thirdlyfourthly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents; and (ivv) fourthlyfifth, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in sub-paragraphs (a)(iia)(i) to (iva)(iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor a Borrower under those Finance Documentsthis Agreement, the Agent shall apply that payment towards the obligations of that Obligor Borrower under those Finance Documents this Agreement in the following order: (i) firstFIRST, in or towards payment pro rata of any unpaid fees, costs and reasonable expenses of the Agent, the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Agent under those Finance Documentsthis Agreement; (ii) secondlySECONDLY, in or towards payment pro rata of any accrued interest, fee or commission fees due but unpaid by that Borrower under those Finance DocumentsClause 20.2 (Commitment fee); (iii) thirdlyTHIRDLY, in or towards payment pro rata of any accrued interest due but unpaid by that Borrower under this Agreement; (iv) FOURTHLY, in or towards payment pro rata of any principal due but unpaid by that Borrower under those Finance Documentsthis Agreement; and (ivv) fourthlyFIFTHLY, in or towards payment pro rata of any other sum due but unpaid by that Borrower under the Finance Documentsthis Agreement. (b) The Agent shall, if so directed by all the Majority LendersBanks, vary the order set out in sub-paragraphs (a)(ii) to (ivv) above. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an Obligora Borrower.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance DocumentsDocu­ments, the Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger Agent and the Security Trustee (including, in Agent under the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Fi­nance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee demand made by the Fronting Bank in respect of a payment made or commission due but unpaid to be made by it under those Finance Documentsa Letter of Credit; (iii) thirdly, in or towards payment pro rata of any principal accrued interest, commission or Fronting Bank Fee due but unpaid under those Finance Documents; andthis Agreement; (iv) fourthly, in or towards payment pro rata of any Outstandings due but unpaid under this Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (ivv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Agent under those Finance Documents; (ii) secondly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under those Finance Documents; (iii) thirdly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents; (iiiiv) thirdlyfourthly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents; and (ivv) fourthlyfifth, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in sub-paragraphs (a)(iia)(iii) to (iva)(v) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger Agent and the Security Trustee (including, in Agent under the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee demand made by the Fronting Bank in respect of a payment made or commission due but unpaid to be made by it under those Finance Documentsa Letter of Credit; (iii) thirdly, in or towards payment pro rata of any principal accrued interest, commission or Fronting Bank Fee due but unpaid under those Finance Documents; andthis Agreement; (iv) fourthly, in or towards payment pro rata of any Outstandings due but unpaid under this Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (ivv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If Subject to the Security Deed, if the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documentsthis Agreement, the Facility Agent shall apply that payment towards the obligations of that Obligor the Obligors under those Finance Documents this Agreement in the following order: (i) first, in or towards payment pro rata of any unpaid feescosts, costs fees and expenses of the Agent, the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Facility Agent under those Finance Documentsthis Agreement; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission fees (other than any commitment fees payable under Clause 20.1 (Commitment fee)) due but unpaid under those Finance DocumentsClause 20 (Fees); (iii) thirdly, in or towards payment to the Lenders pro rata of any accrued interest and commitment fees due but unpaid under this Agreement; (iv) fourthly, in or towards payment to the Lenders pro rata of any principal due but unpaid under those Finance Documentsthis Agreement; and (ivv) fourthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Subject to the Security Deed, the Facility Agent shall, if so directed by all of the Majority Lenders, vary the order set out in sub-paragraphs (a)(ii) to (ivv) above. The Facility Agent shall notify UPC Distribution of any such variation. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an any Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Agent under those Finance Documents; (ii) secondly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under those Finance Documents; (iii) thirdly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents; (iiiiv) thirdlyfourthly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents; and (ivv) fourthlyfifth, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in sub-paragraphs (a)(ii) to (iva)(v) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrowers under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrowers under those the Finance Documents in the following order:order:- (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger Agent and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Issuing Bank under those Finance Documents; this Agreement; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission fees due but unpaid under those Finance Documents; Clause 22.2 (Commitment fee); (iii) thirdly, in or towards payment pro rata of any accrued interest and guarantee fee due but unpaid under this Agreement; (iv) fourthly, in or towards payment pro rata of any principal due but unpaid under those Finance this Agreement and any amount payable under the Swap Documents; and and (ivv) fourthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documentsthis Agreement. (b) The Agent shall, if so directed by all the Majority LendersBanks, vary the order set out in sub-paragraphs (a)(ii) to (ivv) above. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an Obligora Borrower.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Company under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Company under those the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, Agent under the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission fees due but unpaid under those Finance DocumentsClause 24.2 (Commitment fee) and Clause 24.3 (Utilisation fee); (iii) thirdly, in or towards payment pro rata of any accrued interest or Letter of Credit fee (as the case may be) due but unpaid under this Agreement; (iv) fourthly, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement; and (ivv) fourthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by all the Majority LendersBanks, vary the order set out in paragraphs subparagraphs (a)(ii) to (ivv) above. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an Obligorthe Company.

Partial payments. (a) If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under those the Finance Documents, the Facility Agent shall must apply that payment towards the obligations of that Obligor the Obligors under those the Finance Documents in the following order: (i) firstfirstly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger Administrative Parties and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance DocumentsIssuing Banks; (ii) secondly, in or towards payment pro rata of any accrued interest, interest or fee or commission (including fronting fees and guarantee fees) due but unpaid under those Finance Documentsthis Agreement; (iii) thirdly, in or towards payment pro rata of any other principal amount due but unpaid under those Finance Documentsthis Agreement and any amount due but unpaid under Clause 7.2 (Claims under an L/G), Clause 7.3 (Indemnities) and Clause 8.1 (Counter-Indemnity from Account Party); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shallmust, if so directed by all the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above This Clause 19.7 will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent any Finance Party receives a payment for application against amounts due or recovers an amount from or in respect of an Obligor under or in connection with any Finance Documents that Document which amount is 84 = NUMPAGES 135-2 133 insufficient to to, or is not applied to, discharge all the amounts then due and payable by an Obligor the Obligors under those the Finance Documents, then the Agent shall apply that payment towards the obligations of that Obligor the Obligors under those the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, Agent under the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee (other than as provided in sub-paragraph (i) above) or commission due but unpaid under those the Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) firstFIRST, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger and Issuing Bank, the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses including of any Receiver or Delegate) and the Arranger under those the Finance Documents; (ii) secondlySECONDLY, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documentsthis Agreement; (iii) thirdlyTHIRDLY, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement and any amount due but unpaid under Clauses 7.4 (Claims under a Letter of Credit) and 7.5 (Indemnities); and (iv) fourthlyFOURTHLY, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in sub-paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, Agent under the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents;; #4666581/6 79 (104) (ii) secondly, in or towards payment pro rata of any accrued interest, regularly scheduled swap payments, fee or commission due but unpaid under those Finance Documentsthis Agreement and the Hedging Agreements; (iii) thirdly, in or towards payment pro rata of any principal and swap termination payments due but unpaid under those Finance Documents; andFacility A and the Hedging Agreements; (iv) fourthly, in or towards payment pro rata of any principal due but unpaid under Facility B; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iia) (ii) to (ivv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If Subject to clause 8 (Turnover of receipts) and clause 16 (Application of Proceeds) of the Intercreditor Agreement, if a Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the that Facility Agent shall apply that payment towards the obligations of that Obligor under those the relevant Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of amount owing to any Administrative Party under the Agent, the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those relevant Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, xxxx-up, fee (other than as provided in paragraph (i) above) or commission due but unpaid under those the relevant Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthe relevant Facility Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the relevant Finance Documents. (b) The relevant Facility Agent shall, if so directed by the Majority LendersIntercreditor Agent in accordance with the Intercreditor Agreement, vary the order set out in paragraphs (a)(ii) to (iva)(iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) firstFIRST, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent, the Arranger and Security Agent, the Security Trustee (including, in Documentation Agent or the case of Mandated Lead Arrangers under the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondlySECONDLY, in or towards payment of any demand made by an Issuing Bank in respect of a payment made or to be made by it under any Letter of Credit due but unpaid; (iii) THIRDLY, in or towards payment pro rata of any accrued interest, fee interest or commission due or Fronting Fees but unpaid under those Finance Documentsthis Agreement; (iiiiv) thirdlyFOURTHLY, in or towards payment pro rata of any principal Outstandings due but unpaid under those Finance Documentsthis Agreement; and (ivv) fourthlyFIFTHLY, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under those Finance Documentsthis Agreement, the Agent shall apply that payment towards the obligations of that Obligor the Obligors under those Finance Documents this Agreement in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger Agent and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Co-ordinator under those Finance Documentsthis Agreement; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission fees due but unpaid under those Finance DocumentsClause 23.1 (Commitment fee); (iii) thirdly, in or towards payment pro rata of any accrued interest due but unpaid under this Agreement; (iv) fourthly, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement and any principal due under the Bilateral Facilities; and (ivv) fourthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under this Agreement and the Finance DocumentsBilateral Facilities. (b) The At any time following an Event of Default, the Agent shall, if so directed by all the Majority LendersBanks, vary the order set out in paragraphs (a)(ii) to (ivv) above. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an Obligor.

Partial payments. (a) If Subject to the provisions of the Intercreditor Agreement, if the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger Agent and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Agent under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority LendersCreditors, vary the order set out in paragraphs (a)(ii) to (iv) aboveabove (but not, for the avoidance of doubt, the pro rata allocation of payments falling within any such paragraph). (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower under those the Finance Documents in the following order: (i) firstFIRST, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger Agent and the Security Trustee (including, in Mandated Lead Arrangers under the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondlySECONDLY, in or towards payment pro rata of any accrued interest, fee or commission interest due but unpaid under those Finance Documentsthis Agreement; (iii) thirdlyTHIRDLY, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement; and (iv) fourthlyFOURTHLY, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by all the Majority LendersBanks, vary the order set out in sub-paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.the Borrower. --------------------------------------------------------------------------------

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor London Electricity or the other Obligors under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor London Electricity or those other Obligors, as the case may be, under those the Finance Documents in the following order:order:- (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Agent under those Finance Documents; this Agreement; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission fees due but unpaid under those Finance Documents; Clause 20.2 (Commitment fee); (iii) thirdly, in or towards payment pro rata of any accrued interest due but unpaid under this Agreement; (iv) fourthly, in or towards payment pro rata of any principal due but unpaid under those Finance this Agreement and any amount payable under the Swap Documents; and and (ivv) fourthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by all the Majority LendersBanks, vary the order set out in sub-paragraphs (a)(ii) to (ivv) above. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an Obligor.

Partial payments. (a) If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent, the Arranger and Issuing Bank, the Security Trustee (including, in Mandated Lead Arrangers under the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondlysecond, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance this Agreement and the Ancillary Documents; (iii) thirdlythird, in or towards payment pro rata of any principal outstandings due but unpaid under those Finance Documentsthis Agreement and the Ancillary Documents and any amount due but unpaid under Clause 7.3 (Claims under a Bank Guarantee) and Clause 7.4 (Indemnities); and (iv) fourthlyfourth, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in sub-paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent or, as the case may be, the U.S. Swingline Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documentsthis Agreement, the Agent or, as the case may be, the U.S. Swingline Agent shall apply that payment towards the obligations of that Obligor the Obligors under those Finance Documents this Agreement in the following order: (i) firstFIRST, in or towards payment pro rata of any unpaid feescosts, costs fees and expenses of the Agent, the Arranger Agent and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) U.S. Swingline Agent under those Finance Documentsthis Agreement; (ii) secondlySECONDLY, in or towards payment pro rata of any accrued interest, fee or commission fees due but unpaid under those Finance DocumentsClause 20 (Fees); (iii) thirdlyTHIRDLY, in or towards payment pro rata of any interest due but unpaid under this Agreement; (iv) FOURTHLY, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement; and (ivv) fourthlyFIFTHLY, in or towards payment pro rata of any other sum due but unpaid under the Finance Documentsthis Agreement. (b) The Agent or, as the case may be, the U.S. Swingline Agent, shall, if so directed by all the Majority Lenders, vary the order set out in sub-paragraphs (a)(ii) to (ivv) above. The Agent or, as the case may be, the U.S. Swingline Agent, shall notify the Borrowers' Agent of any such variation. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an any Obligor.

Partial payments. (a) If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent, the Arranger Arranger, the Issuing Bank and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Agent under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance DocumentsDocuments and any amount due but unpaid under Clause 7.2 (Claims under a Letter of Credit) and Clause 7.3 (Indemnities); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Administrative Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Administrative Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger Administrative Agent and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Issuing Bank under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, other fee or commission due but unpaid under those Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance DocumentsDocuments and any amount due but unpaid under Clause 10 (Claim Under a Letter of Credit) and Clause 10.4 (Indemnities); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Administrative Agent shall, if so directed by the Majority LendersParticipating Banks, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent or, as the case may be, the Euro Swingline Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documentsthis Agreement, the Agent or, as the case may be, the Euro Swingline Agent shall apply that payment towards the obligations of that Obligor the Obligors under those Finance Documents this Agreement in the following order: (i) first, in or towards payment pro rata of any unpaid feescosts, costs fees and expenses of the Agent, the Arranger Agent and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Euro Swingline Agent under those Finance Documentsthis Agreement; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission fees due but unpaid under those Finance DocumentsClause 20 (Fees); (iii) thirdly, in or towards payment pro rata of any interest due but unpaid under this Agreement; (iv) fourthly, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement; and (ivv) fourthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documentsthis Agreement. (b) The Agent or, as the case may be, the Euro Swingline Agent, shall, if so directed by all the Majority Lenders, vary the order set out in sub-paragraphs (a)(ii) to (ivv) above. The Agent or, as the case may be, the Euro Swingline Agent, shall notify Vodafone of any such variation. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an any Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, Agent and the Arranger and under the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documentsthis Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor. (d) The Lenders hereby expressly agree that the Agent shall not apply any amount received in accordance with paragraph (a) above to discharge the obligations of an Obligor owed to a Lender if such partial payment received by the Agent is as a result of that Lender being considered as a subordinated creditor by operation of any insolvency law.

Partial payments. (a) If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) firstFIRST, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent, the Arranger and Security Agent, the Security Trustee (including, in Documentation Agent or the case of Mandated Lead Arrangers under the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondlySECONDLY, in or towards payment of any demand made by an Issuing Bank or Fronting Bank in respect of a payment made or to be made by it under the Letter of Credit due but unpaid; (iii) THIRDLY, in or towards payment pro rata of any accrued interest, fee interest or commission due or Fronting Fees but unpaid under those Finance Documentsthis Agreement; (iiiiv) thirdlyFOURTHLY, in or towards payment pro rata of any principal Outstandings due but unpaid under those Finance Documentsthis Agreement; and (ivv) fourthlyFIFTHLY, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, Agent under the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee demand made by a Fronting Bank in respect of a payment made or commission to be made by it under a Letter of Credit or a Bank Guarantee due but unpaid under those Finance Documentsunpaid; (iii) thirdly, in or towards payment pro rata of any principal accrued interest, commission or Fronting Bank fees due but unpaid under those Finance this Agreement; (iv) fourthly, in or towards payment pro rata of any Outstandings due but unpaid under this Agreement and the Ancillary Documents; and (ivv) fourthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (ivv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Facility Agent receives a payment for application against amounts due (including by way of realisation of any Security granted in respect of any of the Borrowers' obligations under the Finance Documents Documents) that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents (other than the Ancillary Documents), the Facility Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, Facility Agent under the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documentsthis Agreement; (iii) thirdly, in or towards payment pro rata of any principal (including amounts (other than those referred to in sub-paragraphs (i) and (ii) above) payable with respect to Bank Guarantees) due but unpaid under those Finance Documentsthis Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under those Finance the Facility Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower under those Finance the Facility Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Issuing Bank or the Arranger and under the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Facility Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documentsthis Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement including any amount due but unpaid under Clauses 5B.3 (Claims under a Letter of Credit) and 5B.4 (Indemnities); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Facility Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligorthe Borrower.

Partial payments. (a) 38.5.1 If the Agent receives a payment for application against amounts due in respect of any under the Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (ia) first, in or towards payment pro rata of any unpaid fees, costs and expenses (ignoring any fees payable under clause 11 (Fees)) of the Agent, Agent or the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Arrangers under those Finance Documents; (iib) secondly, pro rata in or towards payment to the Lenders pro rata of any amount owing to the Lenders under clause 35.10 (Lenders’ indemnity to the Agent); (c) thirdly, pro-rata in or towards payment to the Lenders pro rata of any accrued interest, fee or commission or other amounts due to them but unpaid under those the Finance Documents; (iiid) thirdlyfourthly, in or towards payment to the Lenders pro rata of any principal which is due but unpaid under those the Finance Documents; and; (ive) fourthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.Documents (except any Hedging Contracts); and (bf) sixthly, pro-rata in or towards payment to the Hedging Providers of any net amounts due to them but unpaid under any Hedging Contracts; 38.5.2 The Agent shall, if so directed by all the Majority LendersLenders and the Hedging Providers, vary the order set out in paragraphs (a)(iib) to (ive) aboveof clause 38.5.1. (c) Paragraphs (a) 38.5.3 Clauses 38.5.1 and (b) 38.5.2 above will override any appropriation made by an Obligor.

Partial payments. (a) If the an Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under those the Finance Documents, the Documents that Agent shall apply that payment towards the obligations of that Obligor the Obligors under those the Finance Documents in the following order: (i) firstFIRST, in or towards payment pro rata of any unpaid feescosts, costs fees and expenses of the Agent, relevant Agent or the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Agents under those Finance Documentsthis Agreement; (ii) secondlySECONDLY, in or towards payment pro rata of any accrued interest, fee or commission fees due but unpaid under those Finance DocumentsClauses 22.1 (Front-end fees), 22.2 (Commitment fee), and 22.3 (Term-out Fee and Facility A Availability Extension Fee); (iii) thirdlyTHIRDLY, in or towards payment pro rata of any accrued interest due but unpaid under this Agreement; (iv) FOURTHLY, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement; and (ivv) fourthlyFIFTHLY, in or towards payment pro rata of any other sum due but unpaid under the Finance Documentsthis Agreement. (b) The Agent Agents shall, if so directed by all the Majority LendersBanks, vary the order set out in paragraphs (a)(ii) to (ivv) inclusive above. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an Obligor.

Partial payments. (a) If the Facilities Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Facilities Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, Facilities Agent and any Fronting Bank under the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documentsthis Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement and any amount due but unpaid under Clause 7.3 (Indemnities) or Clause 9.4 (Indemnities); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facilities Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iiClauses 33.5(a)(ii) to (iv33.5(a)(iv) above. (c) Paragraphs (aClauses 33.5(a) and (b33.5(b) above will override any appropriation made by an Obligor.

Partial payments. (aA) If in relation to a Facility the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documentsthis Agreement, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents the Obligor(s) in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission interest and fees under Clause 5.4 due but unpaid under those Finance Documentsthis Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documentsthis Agreement. (bB) To the extent that a shortfall as described in paragraph (A) arises in respect of both Facilities at the same time, the Agent shall apportion amounts between both Facilities on a pro rata basis to the outstandings under the Facilities as determined by reference to the applicable Exchange Rate . (C) The Agent shall, if so directed by all the Majority Lenders, vary the order set out in sub-paragraphs (a)(iiA)(ii) to (iv) above. The Agent shall notify the relevant Borrower of any such variation. (cD) Paragraphs (aA), (B) and (bC) above will shall override any appropriation made by an Obligor.

Partial payments. (a) If the Agent or, as the case may be, a Swingline Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documentsthis Agreement, the Agent or, as the case may be, that Swingline Agent shall apply that payment towards the obligations of that Obligor the Obligors under those Finance Documents this Agreement in the following order: (i) first, in or towards payment pro rata of any unpaid feescosts, costs fees and expenses of the Agent, the Arranger U.S. Swingline Agent and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) euro Swingline Agent under those Finance Documentsthis Agreement; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission fees due but unpaid under those Finance DocumentsClause 20 (Fees); (iii) thirdly, in or towards payment pro rata of any interest due but unpaid under this Agreement; (iv) fourthly, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement; and (ivv) fourthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documentsthis Agreement. (b) The Agent or, as the case may be, a Swingline Agent, shall, if so directed by all the Majority LendersBanks, vary the order set out in paragraphs subparagraphs (a)(iiii) to (ivv) above. The Agent or, as the case may be, the relevant Swingline Agent, shall notify the Borrowers' Agent of any such variation. (c) Paragraphs (a) and (b) above will of this Clause 9.7 (Partial payments) shall override any appropriation made by an any Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall (subject to Clause 33.12 (Subordinated Noteholders)), apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Collateral Agent under those Finance Documents; (ii) secondly, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent under those Finance Documents; (iii) thirdly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents; (iiiiv) thirdlyfourthly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents; and (ivv) fourthlyfifth, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority LendersNoteholders, vary the order set out in paragraphs (a)(iia)(iii) to (iva)(v) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger and Issuing Bank, the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses including of any Receiver or Delegate) and the Arranger under those the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documentsthis Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement and any amount due but unpaid under Clauses 7.4 (Claims under a Letter of Credit) and 7.5 (Indemnities); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in sub-paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent or, as the case may be, the Euro Swingline Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documentsthis Agreement, the Agent or, as the case may be, the Euro Swingline Agent shall apply that payment towards the obligations of that Obligor the Obligors under those Finance Documents this Agreement in the following order: (i) first, in or towards payment pro rata of any unpaid feescosts, costs fees and expenses of the Agent, the Arranger Agent and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Euro Swingline Agent under those Finance Documentsthis Agreement; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission fees due but unpaid under those Finance DocumentsClause 21 (Fees); (iii) thirdly, in or towards payment pro rata of any interest due but unpaid under this Agreement; (iv) fourthly, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement; and (ivv) fourthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documentsthis Agreement. (b) The Agent or, as the case may be, the Euro Swingline Agent, shall, if so directed by all the Majority Lenders, vary the order set out in sub-paragraphs (a)(ii) to (ivv) above. The Agent or, as the case may be, the Euro Swingline Agent, shall notify Vodafone of any such variation. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an any Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Obligors under those the Finance Documents in the following order: (i) firstFIRST, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, Agent under the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondlySECONDLY, in or towards payment of any commitment fee due under Clause 22.3 (Commitment fee) but unpaid; (iii) THIRDLY, in or towards payment pro rata of any accrued interest, fee or commission interest due but unpaid under those Finance Documentsthis Agreement; (iiiiv) thirdlyFOURTHLY, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement; and (ivv) fourthlyFIFTHLY, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by all the Majority LendersBanks, vary the order set out in sub-paragraphs (a)(ii) to (ivv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Obligors under those the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger Agent and the Security Trustee (including, in Issuing Bank under the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interestunpaid costs and expenses and fees of the Agent, fee or commission due but unpaid the Security Agent, the Arrangers and the Account Bank under those Finance Documentsthis Agreement; (iii) thirdly, in or towards payment pro rata of any principal accrued interest and/or Guarantee Fee due but unpaid under those Finance Documents; andthis Agreement; (iv) fourthly, in or towards payment pro rata of any principal amount of the Loans due but unpaid under this Agreement; and (v) fifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by all the Majority LendersBanks, vary the order set out in sub-paragraphs (a)(ii) to (ivv) above. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an Obligor.

Partial payments. (a) If the Agent or, as the case may be, a Swingline Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documentsthis Agreement, the Agent or, as the case may be, that Swingline Agent shall apply that payment towards the obligations of that Obligor the Obligors under those Finance Documents this Agreement in the following order: (i) first, in or towards payment pro rata of any unpaid feescosts, costs fees and expenses of the Agent, the Arranger U.S. Swingline Agent and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) euro Swingline Agent under those Finance Documentsthis Agreement; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission fees due but unpaid under those Finance DocumentsClause 19 (Fees); (iii) thirdly, in or towards payment pro rata of any interest due but unpaid under this Agreement; (iv) fourthly, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement; and (ivv) fourthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documentsthis Agreement. (b) The Agent or, as the case may be, a Swingline Agent, shall, if so directed by all the Majority LendersBanks, vary the order set out in paragraphs subparagraphs (a)(iiii) to (ivv) above. The Agent or, as the case may be, the relevant Swingline Agent, shall notify the Borrowers' Agent of any such variation. (c) Paragraphs (a) and (b) above will of this Clause 9.7 (Partial payments) shall override any appropriation made by an any Obligor.

Partial payments. (a) If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent, the Arranger Issuing Bank and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Agent under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance DocumentsDocuments and any amount due but unpaid under Clause 7.2 (Claims under a Letter of Credit) and Clause 7.3 (Indemnities); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Facility Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arranger Arrangers, the Issuing Bank and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Agent under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance DocumentsDocuments and any amount due but unpaid under Clause 7.2 (Claims under a Letter of Credit) and Clause 7.3 (Indemnities); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(iiii) to (iv) above. (c) Paragraphs paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent or, as the case may be, the Swingline Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documentsthis Agreement, the Agent or, as the case may be, the Swingline Agent shall apply that payment towards the obligations of that Obligor the Obligors under those Finance Documents this Agreement in the following order: (i) first, in or towards payment pro rata of any unpaid feescosts, costs fees and expenses of the Agent, the Arranger Agent and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) Swingline Agent under those Finance Documentsthis Agreement; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission fees due but unpaid under those Finance DocumentsClause 19 (Fees); (iii) thirdly, in or towards payment pro rata of any interest due but unpaid under this Agreement; (iv) fourthly, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement; and (ivv) fourthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documentsthis Agreement. (b) The Agent or, as the case may be, the Swingline Agent, shall, if so directed by all the Majority LendersBanks, vary the order set out in sub-paragraphs (a)(ii) to (ivv) above. The Agent or, as the case may be, the Swingline Agent, shall notify the Borrowers' Agent of any such variation. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an any Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Obligors under those the Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor the Obligors under those the Finance Documents in the following order: (i) firstFIRST, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, Agent under the Arranger and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondlySECONDLY, in or towards payment of any commitment fee due under Clause 24.3 (Commitment fee) but unpaid; (iii) THIRDLY, in or towards payment pro rata of any accrued interest, fee or commission interest due but unpaid under those Finance Documentsthis Agreement; (iiiiv) thirdlyFOURTHLY, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement; and (ivv) fourthlyFIFTHLY, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by all the Majority LendersBanks, vary the order set out in sub-paragraphs (a)(ii) to (ivv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under those Finance the Facility Documents, the Agent shall apply that payment towards the obligations of that Obligor the Borrower under those Finance the Facility Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Issuing Bank or the Arranger and under the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Facility Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documentsthis Agreement; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement (including any amount due but unpaid under Clauses 5B.3 (Claims under a Letter of Credit) and 5B.4 (Indemnities)); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Facility Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligorthe Borrower.

Partial payments. (a) If the Agent or, as the case may be, the U.S. Swingline Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documentsthis Agreement, the Agent or, as the case may be, the U.S. Swingline Agent shall apply that payment towards the obligations of that Obligor the Obligors under those Finance Documents this Agreement in the following order: (i) first, in or towards payment pro rata of any unpaid feescosts, costs fees and expenses of the Agent, the Arranger Agent and the Security Trustee (including, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) U.S. Swingline Agent under those Finance Documentsthis Agreement; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission fees due but unpaid under those Finance DocumentsClause 21 (Fees); (iii) thirdly, in or towards payment pro rata of any interest due but unpaid under this Agreement; (iv) fourthly, in or towards payment pro rata of any principal due but unpaid under those Finance Documentsthis Agreement; and (ivv) fourthlyfifthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documentsthis Agreement. (b) The Agent or, as the case may be, the U.S. Swingline Agent, shall, if so directed by all the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iva)(v) above. The Agent or, as the case may be, the U.S. Swingline Agent, shall notify Vodafone of any such variation. (c) Paragraphs (a) and (b) above will shall override any appropriation made by an any Obligor.

Partial payments. (a) If the Agent or the Security Agent (as applicable) receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor the Borrower under those the Finance Documents, the Agent or the Security Agent (as applicable) shall apply that payment towards the obligations of that Obligor the Borrower under those the Finance Documents in the following order: (i) firstfirstly, in or towards payment pro rata of any unpaid fees, costs and expenses of amount owing to the Agent, the Arranger and the Security Trustee (includingAgent, in the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) any Delegate under those the Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission interest on any Loans due but unpaid under those Finance Documentsthis Agreement; (iii) thirdly, in or towards payment pro rata of any principal of Loans due but unpaid under those Finance Documentsthis Agreement; and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary, or instruct the Security Agent to vary (as applicable), the order set out in paragraphs (a)(ii) to (iv) above. (c) . Any such variation may include the re-ordering of obligations set out in any such paragraph. Paragraphs (a) and (b) above will override any appropriation made by an Obligorthe Borrower.

Partial payments. (a) If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those the Finance Documents in the following order: (i) first, in or towards payment pro rata of any unpaid fees, costs and expenses of amount owing to the Agent, the Arranger and Issuing Bank (other than any amount under Clause 7.2 (Claims under a Letter of Credit) or, to the extent relating to the reimbursement of a claim (as defined in Clause 7 (Letters of Credit)), Clause 7.3 (Indemnities)) or the Security Trustee (including, in Agent under the case of the Security Trustee, any unpaid fees, costs and expenses of any Receiver or Delegate) under those Finance Documents; (ii) secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents; (iii) thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance DocumentsDocuments and any amount due but unpaid under Clause 7.2 (Claims under a Letter of Credit) and Clause 7.3 (Indemnities); and (iv) fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. (b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above. (c) Paragraphs (a) and (b) above will override any appropriation made by an Obligor.