Common use of Reverse Flex Clause in Contracts

Reverse Flex. 5.1 If Facility B (EUR) (based on the relevant order books) is oversubscribed, each Arranger shall, to the extent that it determines, acting reasonably and in good faith, that it can do so while still achieving a Successful Facility B (EUR) Syndication, use reasonable endeavours to arrange a reduction in the Margin (including at each level of any applicable Margin ratchet) applicable to Facility B (EUR) and/or (if no Market Flex is to be invoked) lower Original Facility B (EUR) OID Fees and/or with the consent of the Company and the Arrangers, adjust the structure of Facility B (EUR) or any other Facilities to reduce the overall cost of the Facilities (a "Facility B (EUR) Cost Reduction"). 5.2 If Facility B (USD) (based on the relevant order books) is oversubscribed, each Arranger shall, to the extent that it determines, acting reasonably and in good faith, that it can do so while still achieving a Successful Facility B (USD) Syndication, use reasonable endeavours to arrange a reduction in the Margin (including at each level of any applicable Margin ratchet) applicable to Facility B (USD) and/or (if no Market Flex is to be invoked) lower Original Facility B (USD) OID Fees and/or with the consent of the Company and the Arrangers, adjust the structure of Facility B (USD) or any other Facilities to reduce the overall cost of the Facilities (a "Facility B (USD) Cost Reduction" and, together with the Facility B (EUR) Cost Reduction, each being a "Cost Reduction"). 5.3 If a Cost Reduction is achieved, the Arrangers and the Company agree to promptly make all necessary and desirable consequential adjustments to the Finance Documents. 5.4 Following the occurrence of a Successful Facility B (EUR) Syndication or a Successful Facility B (USD) Syndication, if the Arrangers have not paid (or have agreed to pay less than) the full amount of the Original Facility B OID Fees applicable to such Facility to New Syndicate Lenders (including by way of syndicating any of Facility B with an original issue discount lower than the Original Facility B OID Fees) then: (a) if a Successful Facility B (EUR) Syndication or a Successful Facility B (USD) Syndication (as applicable) occurs on or prior to the Closing Date, the Original Facility B OID Fees payable by the Group applicable to such Facility B shall be reduced by an amount equal to the Retained Amount (EUR) (in respect of a Successful Facility B (EUR) Syndication) or the Retained Amount (USD) (in respect of a Successful Facility B (USD) Syndication); and (b) if a Successful Facility B (EUR) Syndication or a Successful Facility B (USD) Syndication (as applicable) occurs after the Closing Date, the Arrangers shall pay an amount equal to the Retained Amount (EUR) (in respect of Facility B (EUR)) and/or the Retained Amount (USD) (in respect of Facility B (USD)) to the Obligors' Agent (or as the Obligors' Agent may direct) in the relevant funded currencies within five (5) Business Days of Successful Facility B (EUR) Syndication or Successful Facility B (USD) Syndication (as applicable), and in each case, such Retained Amount (EUR) and/or Retained Amount (USD) (as applicable) shall, for the purposes of the Senior Facilities Agreement, be treated as Closing Overfunding. 5.5 For these purposes: