First Amendment Term Loan. Subject to the terms and conditions of this Agreement, (i) each Lender severally agrees to make available to the Borrowers on the First Amendment Effective Date such Lender’s Percentage of a term loan in Dollars (the “First Amendment Term Loan”) in the aggregate principal equal to the Term Facility Commitment Amount for the purposes hereinafter set forth; (ii) as set forth more fully in Section 1.1(c), the Lenders will make the Revolving Loans to the Borrowers and (ii) as set forth more fully in Section 1.1(b), the Swing Line Lender will make the Swing Line Loan to the Borrowers. Amounts repaid or prepaid on the Term Loan may not be reborrowed. The proceeds of the First Amendment Term Loan shall be used to prepay, in full, the aggregate principal amount of the Initial Term Loan outstanding as of the First Amendment Effective Date. From an after the First Amendment Effective Date, the obligations with respect to the Initial Term Loan shall be reduced to $0. It is understood and agreed that from and after the First Amendment Effective Date, all references to the Term Loan shall mean the term loan made to the Borrowers on the First Amendment Effective Date. The Loans, including the Swing Line Loan, shall bear interest and be payable in accordance with the terms and conditions of this Agreement and the Notes. The Notes shall be executed and delivered to each respective Lender on the date hereof and thereafter, from time to time, as and when requested by the Administrative Agent, acting at the direction of any Lender.

First Amendment Term Loan. (i) Subject to the terms and conditions of this Agreement and relying on the representations and warranties set forth herein, each Lender, severally and not jointly, agrees to provide its share of the First Amendment Term Loan to Borrower on the First Amendment Date in Dollars in a principal amount equal to such Lender’s First Amendment Date Commitment. No Lender shall have an obligation to make a First Amendment Term Loan in excess of such Lender’s First Amendment Date Commitment.

First Amendment Term Loan. Subject to the terms and conditions set forth herein, each Lender severally agrees to make advances under a term loan (the “First Amendment Term Loan”) to the Borrower in Dollars in an aggregate amount up to but not exceeding such Lender’s First Amendment Term Loan Commitment Percentage, which First Amendment Term Loan will be disbursed to the Borrower in Dollars in a single advance on the First Amendment Effective Date. The First Amendment Term Loans may consist of Base Rate Loans, Adjusted LIBOR Rate Loans, or a combination thereof, as the Borrower may request. Amounts repaid on the First Amendment Term Loans may not be reborrowed.

First Amendment Term Loan. Subject to the terms and conditions set forth herein, from the First Amendment Effective Date through and including February 28, 2016, each First Amendment Term Lender severally agrees to make a loan (collectively, the “First Amendment Term Loan”) to the Borrower, which First Amendment Term Loan shall be made in a single drawing by the Borrower, in the amount of such Lender’s First Amendment Term Loan Commitment. Upon the making of the First Amendment Term Loan, the First Amendment Term Loan Commitments of the First Amendment Term Loan Lenders shall be terminated. Upon repayment or prepayment of the First Amendment Term Loan as provided herein, no amount of the First Amendment Term Loan may be re-borrowed.

First Amendment Term Loan. The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. on the First Amendment Effective Date requesting that the First Amendment Term Loan Lenders make the First Amendment Term Loan as a Base Rate Loan on such date (provided that the Borrower may request, no later than one (1) U.S. Government Securities Business Day prior to the First Amendment Effective Date, that the First Amendment Term Loan Lenders make the First Amendment Term Loan as a SOFR Loan, subject to Section 4.9 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each First Amendment Term Loan Lender thereof. Not later than 1:00 p.m. on the First Amendment Effective Date, each First Amendment Term Loan 48 142128979_6 170630523_7 Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such First Amendment Term Loan to be made by such Term Loan Lender on the First Amendment Effective Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the First Amendment Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing. (c) (b)

First Amendment Term Loan. The Borrower shall repay the aggregate outstanding principal amount of the First Amendment Term Loan in consecutive quarterly installments equal to $3,125,000.00 on the last Business Day of each of March, June, September and December, commencing June 30, 2023, except as the amounts of individual installments may be adjusted pursuant to Section 2.11 hereof. If not sooner paid, the First Amendment Term Loan shall be paid in full, together with accrued interest thereon, on the Term Loan Maturity Date. (c) (b)

Related to First Amendment Term Loan

First Amendment The Administrative Agent shall have received multiple counterparts as requested of the this First Amendment from each Lender.
Third Amendment The Administrative Agent shall have received multiple counterparts as requested of this Third Amendment from the Borrower and each Lender.
Amendment to the Loan Agreement Section 3.1 of the Loan Agreement shall be amended and restated as follows:
Second Amendment The Administrative Agent shall have received this Second Amendment, executed and delivered by the Administrative Agent, Holdings and the Borrower, and each Lender providing a term loan hereto.
Initial Term Loan The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. on the Closing Date requesting that the Term Loan Lenders make the Initial Term Loan as a Base Rate Loan on such date (provided that the Borrower may request, no later than three (3) Business Days prior to the Closing Date, that the Lenders make the Initial Term Loan as a LIBOR Rate Loan if the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the Closing Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Initial Term Loan to be made by such Term Loan Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Initial Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing.
Extended Term Loans (a) Notwithstanding anything to the contrary in this Agreement, subject to the terms of this Section 2.14, Lead Borrower may at any time and from time to time request that all or a portion of any Tranche of Term Loans (each, an “Existing Term Loan Tranche”), be converted to extend the scheduled maturity date(s) of any payment of principal with respect to all or any portion of such Existing Term Loan Tranche (any such Term Loans which have been so converted, “Extended Term Loans”) and to provide for other terms consistent with this Section 2.14. In order to establish any Extended Term Loans, Lead Borrower shall provide a notice to the Administrative Agent (who shall provide a copy of such notice to each of the Lenders under the applicable Existing Term Loan Tranche) (each, an “Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall (x) be identical as offered to each Lender under the relevant Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and (y) have the same terms as the Existing Term Loan Tranche from which such Extended Term Loans are to be converted, except that: (i) all or any of the scheduled amortization payments of principal of the Extended Term Loans may be delayed to later dates than the scheduled amortization payments of principal of the Term Loans of such Existing Term Loan Tranche to the extent provided in the applicable Extension Amendment; (ii) the Effective Yield with respect to the Extended Term Loans (whether in the form of interest rate margin, upfront fees, original issue discount or otherwise) may be different than the Effective Yield for the Term Loans of such Existing Term Loan Tranche; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the applicable Extension Amendment (immediately prior to the establishment of such Extended Term Loans); (iv) Extended Term Loans may have mandatory prepayment terms which provide for the application of proceeds from mandatory prepayment events to be made first to prepay the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans have been converted before applying any such proceeds to prepay such Extended Term Loans; (v) Extended Term Loans may have optional prepayment terms (including call protection and terms which allow Term Loans under the relevant Existing Term Loan Tranche from which such Extended Term Loans have been converted to be optionally prepaid prior to the prepayment of such Extended Term Loans) as may be agreed by Lead Borrower and the Lenders thereof and (vi) such Extended Term Loans may have other terms (other than those described in the preceding clause (i) through (v)) that differ from those of the Existing Term Loan Tranche, in each case, taken as a whole, that are not materially more favorable to the Lenders providing such Extended Term Loans than the provisions applicable to the Existing Term Loan Tranche or as are otherwise reasonably satisfactory to the Administrative Agent. Any Extended Term Loans converted pursuant to any Extension Request shall be designated a series (each, an “Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that, subject to the requirements set forth above, any Extended Term Loans converted from an Existing Term Loan Tranche may, to the extent provided in the applicable Extension Amendment, be designated as an increase in any previously established Tranche of Term Loans.
Amendment, Extension and Waiver Subject to applicable law, at any time prior to the consummation of the transactions contemplated by this Agreement, the parties may (a) amend this Agreement, (b) extend the time for the performance of any of the obligations or other acts of either party hereto, (c) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto, or (d) waive compliance with any of the agreements or conditions contained in Articles V and VI hereof or otherwise; provided, however, that after any approval of the transactions contemplated by this Agreement by Innes Street's shareholders, there may not be, without further approval of such shareholders, any amendment of this Agreement which reduces the amount or changes the form of the consideration to be delivered to Innes Street shareholders hereunder other than as contemplated by this Agreement. This Agreement may not be amended except by an instrument in writing authorized by the respective Boards of Directors and signed, by duly authorized officers, on behalf of the parties hereto. Any agreement on the part of a party hereto to any extension or waiver shall be valid only if set forth in an instrument in writing signed by a duly authorized officer on behalf of such party, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.
FIRST AMENDMENT TO LEASE This First Amendment to Lease (this “Amendment”), made as of March 16, 2006, by and between ARE-MA REGION NO. 28, LLC, a Delaware limited liability company (“Landlord”) and ALNYLAM PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).
Amendment to Existing Credit Agreement Subject to the occurrence of the Second Amendment Effective Date (as hereinafter defined), the Existing Credit Agreement is amended in accordance with this Article II.
Amendment; Extension; Waiver Subject to the provisions of applicable Legal Requirements, the Parties may amend this Agreement at any time pursuant to an instrument in writing signed on behalf of each of the Parties. At any time, any Party may, to the extent legally allowed, (a) extend the time for the performance of any of the obligations or other acts of the other Party, (b) waive any inaccuracies in the representations and warranties made to such Party contained herein or (c) waive compliance with any of the agreements or conditions for the benefit of such Party contained herein. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party. Without limiting the generality or effect of the preceding sentence, no delay in exercising any right under this Agreement shall constitute a waiver of such right, and no waiver of any breach or default shall be deemed a waiver of any other breach or default of the same or any other provision in this Agreement.

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