Common use of Tranche E Clause in Contracts

Tranche E. Subject to the terms and conditions of this Agreement, and conditioned on approval by the Lenders’ investment committee(s) in their sole and unfettered discretion, Parent, on behalf of Borrower, may, at any time from the Closing Date until June 1, 2025, request and Lenders will severally (and not jointly) make one or more additional Term Loan Advances in minimum increments of Twenty-Five Million Dollars ($25,000,000) (or if less, the remaining amount of Term Loan Advances available to be drawn pursuant to this Section 2.1(a)(v)) in an aggregate principal amount up to the Tranche E Commitments in accordance with their respective Tranche E Commitments (such Term Loan Advances, the “Tranche E Advances”). The Tranche A Advances, the Tranche B Advances, the Tranche C Advances, the Tranche D Advances and the Tranche E Advances are hereinafter referred to individually as a “Term Loan Advance” and collectively as the “Term Loan Advances”. The aggregate outstanding Term Loan Advances may be up to the Maximum Term Loan Amount, plus, for the avoidance of doubt, any amount equal to the Term Loan PIK Interest added to principal pursuant to Section 2.1(c)(ii). Each Term Loan Advance of each Lender shall not exceed its respective Term Commitment plus, for the avoidance of doubt, any amount equal to the Term Loan PIK Interest added to principal pursuant to Section 2.1(c)(ii). Except as otherwise set forth above, proceeds of any Term Loan Advance shall be deposited into an account that is subject to a first priority perfected security interest in favor of the Agent perfected by an Account Control Agreement.

Appears in 2 contracts

Sources: Loan and Security Agreement (Oak Street Health, Inc.), Loan and Security Agreement (Oak Street Health, Inc.)