Margin Ratchet for A2 Facility Advances and A3 Facility Advances on and after a Paydown Event. The following paragraphs of this Clause 14.8 apply on and after the occurrence of a Paydown Event (including giving effect to the A2 Facility Margin and A3 Facility Margin that apply under the Leverage Ratio as of the Quarter Date immediately prior to the Paydown Event): (a) Subject to paragraph (c) of this Clause 14.8, if in respect of any Quarter Date falling not less than 3 months after the Merger Closing Date the ratio of Consolidated Net Debt to Consolidated Operating Cashflow computed on the same basis as the ratio set out in paragraph (a) of Clause 23.2 (Ratios) is within the range of ratios set out in column 1 of the table set out below, then the A2 Facility Margin and A3 Facility Margin shall be reduced or increased to the percentage rate per annum set out opposite the relevant range in column 2. Less than 3.00 : 1 2.625% Greater than or equal to 3.00 : 1 but less than 3.40 : 1 2.750% Greater than or equal to 3.40 : 1 but less than 3.80 : 1 2.875% Greater than or equal to 3.80 : 1 but less than 4.20 : 1 3.000% Greater than or equal to 4.20 : 1 3.125% (b) Any reduction or increase to the A2 Facility Margin and A3 Facility Margin in accordance with paragraph (a) above shall take effect in relation to A2 Facility Advances and A3 Facility Advances with effect from the date of receipt by the Facility Agent in respect of the relevant Quarter Date of: (i) the quarterly financial information required to be delivered in accordance with Clause 22.1 (Financial Statements); and (ii) a Compliance Certificate required to be delivered in accordance with Clause 22.5 (Compliance Certificates) evidencing the relevant ratio of Consolidated Net Debt to Consolidated Operating Cashflow, and shall apply until the date of receipt by the Facility Agent of the quarterly financial information and Compliance Certificate in respect of the next succeeding Quarter Date on which the financial covenants are required to be tested pursuant to Clause 23.2 (Ratios) having regard to the provisions of paragraph (f) thereof (or if such financial information and Compliance Certificate are not so delivered, the last day upon which such financial information and Compliance Certificate should have been so delivered in accordance with Clause 22.1 (Financial Statements) Clause 22.5 (Compliance Certificates) in respect of such Quarter Date) whereupon the A2 Facility Margin shall be recalculated on the basis of such financial information and Compliance Certificate. (c) Upon the occurrence of any Event of Default, the A2 Facility Margin shall revert to 3.125% and the A3 Facility Margin shall revert to 3.125% and shall remain at such rate for so long as the Event of Default is continuing and when such Event of Default ceases to be continuing it shall revert: (i) in the case of an Event of Default set out in paragraph (c) of Clause 27.2 (Covenants), upon the date on which the Facility Agent has received a Compliance Certificate confirming compliance with the financial covenants set out in Clause 23 (Financial Condition); or (ii) in the case of any other Event of Default either (A) upon the date on which the Facility Agent has received a certificate of a duly authorised officer of the Company certifying that such Event of Default has been remedied, immediately upon receipt of such certificate or (B) where the Lenders have waived such Event of Default in accordance with the terms of this Agreement, immediately upon the Facility Agent having confirmed to the Company that such Event of Default has been waived, in each case, to the applicable rate provided in paragraph (a) above by reference to:
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Samples: Senior Facilities Agreement (Virgin Media Inc.), Senior Facilities Agreement (Virgin Media Inc.), Senior Facilities Agreement (Virgin Media Inc.)
