Lease Amendment In the event that Tenant timely exercises Tenant’s right to lease any First Offer Space as set forth in this Section 1.3, Landlord and Tenant shall within thirty (30) days following ▇▇▇▇▇▇▇▇’s receipt of the First Offer Exercise Notice or Landlord’s delivery of the First Offer Confirmation Notice, as the case may be, execute an amendment to this Lease adding such First Offer Space to the Premises, upon the terms and conditions as set forth in the First Offer Notice and this Section 1.3, and otherwise in general compliance with the terms of this Lease, and with other appropriate modifications given the nature of the First Offer Space and the terms of the First Offer Rent, To the extent the First Offer Rent shall not have been determined at the time of the execution of the amendment as provided for hereinabove, at either party’s option, upon such determination, the parties’ shall execute an additional amendment setting forth the First Offer Rent. Tenant shall commence payment of Rent for the First Offer Space, and the term of the First Offer Space shall commence, upon such date as determined as a component of the First Offer Rent (the “First Offer Commencement Date”); provided, however, that in the event that the First Offer Rent shall be as set forth in Section 1.3.3.1, above, the First Offer Commencement Date shall be the earlier to occur of (i) the date Tenant commences the conduct of business in any portion of the First Offer Space, and (ii) the date that is one hundred eighty (180) days following delivery of the First Offer Space by Landlord to Tenant. Commencing on the First Offer Commencement Date, Tenant shall entitled to parking passes in connection with Tenant’s lease of the subject First Offer Space, upon and subject to the terms of Section 13 of the Summary and Section 29.18 of this Lease, The term of Tenant’s lease of the First Offer Space, shall terminate concurrently with the lease of the remainder of Tenant’s Premises (the “First Offer Term”). The period granted to Tenant following delivery of First Offer Space and prior to the First Offer Commencement Date shall be referred to herein as the “First Offer Build-Out Period “ and the term of Tenant’s lease of First Offer Space, commencing as of the First Offer Commencement Date and terminating concurrently with Tenant’s lease of the remainder of Tenant’s Premises, shall be referred to herein as the “First Offer Term”. Upon the First Offer Commencement Date, First Offer Space leased by Tenant shall be part of the Premises along with all other space leased by ▇▇▇▇▇▇ and, accordingly, Tenant shall have the right to extend the term of Tenant’s lease of the Premises (including First Offer Space leased by ▇▇▇▇▇▇), upon and subject to the terms of Section 2.2, below.
Waiver and Estoppel (a) Navistar Financial agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement and hereby waives all benefit or advantage of all such laws and covenants that it will not hinder, delay or impede the execution of any power granted to the Trustee in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that this subsection (a) shall not be construed as a waiver of any rights of Navistar Financial under any applicable federal bankruptcy law.
(b) Navistar Financial, to the extent it may lawfully do so, on behalf of itself and all who may claim through or under it, including, without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale herein granted or pursuant to judicial proceedings or upon any foreclosure or any enforcement of this Agreement and consents and agrees that all the Collateral may at any such sale be offered and sold as an entirety.
(c) Navistar Financial waives presentment, demand, protest and any notice of any kind (except notices explicitly required hereunder) in connection with this Agreement and any action taken by the Trustee with respect to the Collateral.
Amendment, Etc Upon request of the Pass Through Trustee and approval by an Action of Investors, the Escrow Agent and Paying Agent shall enter into an amendment to this Agreement, so long as such amendment does not adversely affect the rights or obligations of the Escrow Agent or the Paying Agent, provided that upon request of the Pass Through Trustee and without any consent of the Investors, the Escrow Agent and Paying Agent shall enter into an amendment to this Agreement for any of the following purposes:
(1) to correct or supplement any provision in this Agreement which may be defective or inconsistent with any other provision herein or to cure any ambiguity or correct any mistake or to modify any other provision with respect to matters or questions arising under this Agreement, provided that any such action shall not materially adversely affect the interests of the Investors; or
(2) to comply with any requirement of the SEC, applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed or any regulatory body; or
(3) to evidence and provide for the acceptance of appointment under this Agreement of a successor Escrow Agent, successor Paying Agent or successor Pass Through Trustee.
Amendment of Lease This lease may be amended only by an instrument in writing signed by Landlord and Tenant.
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”).
