Extension of Term Loans. The Borrower may at any time and from time to time request that all or a portion of the principal amount of Term Loans of a given Class (each, an “Existing Term Loan Tranche”) be amended to extend the scheduled maturity date(s) (such Term Loans which have been so amended, “Extended Term Loans”) and to provide for other terms consistent with this [Section 2.14]. In order to establish any Extended Term Loans, the Borrower shall provide a written 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, a “Term Loan Extension Request”) setting forth the proposed terms of the Extended Term Loans to be established, which shall # be identical as offered to each Lender under such Existing Term Loan Tranche (including as to the proposed interest rates and fees payable) and offered pro rata to each Lender under such Existing Term Loan Tranche and # be identical to the Term Loans under the Existing Term Loan Tranche from which such Extended Term Loans are to be amended, except that: # subject to clause (C) in the proviso below, 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; # subject to [clause (E)] in the proviso below, the Applicable Rate 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 Applicable Rate for the Term Loans of such Existing Term Loan Tranche, in each case, to the extent provided in the applicable Extension Amendment; # 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 Extension Amendment (immediately prior to the establishment of such Extended Term Loans); and # Extended Term Loans may have call protection as may be agreed by the Borrower and the Lenders thereof; provided that no Extended Term Loans may be optionally prepaid prior to the date on which all Term Loans with an earlier final stated maturity (including Term Loans under the Existing Term Loan Tranche from which they were amended) are repaid in full, unless such optional prepayment is accompanied by at least a pro rata optional prepayment of such other Term Loans; provided, however, that # no Default shall have occurred and be continuing at the time a Term Loan Extension Request is delivered to Lenders, # in no event shall the final maturity date of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof be earlier than the then Latest Maturity Date of any then existing Term Loans hereunder, # the Weighted Average Life to Maturity of any Extended Term Loans of a given Term Loan Extension Series at the time of establishment thereof shall be no shorter (other than by virtue of amortization or prepayment of such Indebtedness prior to the time of incurrence of such Extended Term Loans) than the remaining Weighted Average Life to Maturity of the applicable Existing Term Loan Tranche, # any such Extended Term Loans (and the Liens securing the same) shall be permitted by the terms of the Intercreditor Agreements (to the extent any Intercreditor Agreement is then in effect), # the All-In Yield applicable to such Extended Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Existing Term Loan Tranche unless the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to the Existing Term Loan Tranche is increased or fees with respect to the Existing Term Loan Tranche are paid so as to cause the then applicable All-In Yield on such Existing Term Loan Tranche to equal the All-In Yield then applicable to such Extended Term Loans; provided that any increase in All-In Yield to any Existing Term Loan Tranche due to the application of a Eurocurrency or Base Rate floor on any Extended Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency or Base Rate floor applicable to such Existing Term Loan Tranche, # all documentation in respect of such Extension Amendment shall be consistent with the foregoing and # any Extended Term Loans may participate on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any voluntary or mandatory repayments or prepayments of Term Loans hereunder, in each case as specified in the respective Term Loan Extension Request. Any Extended Term Loans amended pursuant to any Term Loan Extension Request shall be designated a series (each, a “Term Loan Extension Series”) of Extended Term Loans for all purposes of this Agreement; provided that any Extended Term Loans amended 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 Term Loan Extension Series with respect to such Existing Term Loan Tranche. Each Term Loan Extension Series of Extended Term Loans incurred under this [Section 2.14] shall be in an aggregate principal amount that is not less than [10,000,000.

Term Loans. ​ shall repay to the Term Lenders the aggregate principal amount of all Term Loans outstanding on the following dates in the respective amounts set forth opposite such dates (which amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in [Section 2.05]):

Term Loans. (i) On the last Business Day of each fiscal quarter of the Borrowers, commencing with the fiscal quarter ending on MarchDecember 31, 2024, the Borrowers shall pay to the Administrative Agent, for the account of the Tranche B-23 Term Loan ​, a principal amount of the Tranche B-23 Term Loans (as adjusted from time to time pursuant to [Sections 2.05 and 2.06(b)])]) equal to 100% per annum of the aggregate principal amount of the Tranche B-223 Term Loans as of the Amendment No. 89 Funding Date. To the extent not previously paid, prepaid, refinanced, substituted or replaced, all Tranche B-23 Term Loans shall be due and payable on the Tranche B-23 Term Loan Maturity Date, together with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment;

Term Loans. Upon the satisfaction of the applicable conditions precedent set forth in Article V and Section 2.23, each Lender with an Incremental Term Loan Commitment severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make an Incremental Term Loan in Dollars to ​ on the effective date of any applicable Commitment Increase pursuant to Section 2.23 hereof, in an amount equal to such Lender’s Incremental Term Loan Commitment; provided, that at no time shall the Facility Obligations Amount exceed the Collateral Value Amount. Each such Lender shall make the amount of such Lender’s Incremental Term Loan available to the Administrative Agent in New York, New York at its address specified in Article XIV in funds immediately available, as specified in any amendment contemplated by [Section 2.23(D)(iv)]. After the Administrative Agent’s receipt of the proceeds of such Incremental Term Loans from the applicable Lenders, the Administrative Agent shall make the proceeds of such Incremental Term Loans available to ​ on the date on which any Incremental Term Loans are made by transferring immediately available funds equal to the proceeds of such Incremental Term Loans received by the Administrative Agent as ​ shall instruct in writing. Additional terms (if any) applicable to any Incremental Term Loans shall be established in accordance with the terms of Section 2.23 pursuant to an amendment to this Agreement as contemplated by [Section 2.23(D)(iv)].

Term Loans. The parties acknowledge that on the First Amendment Effective Date, the Term Lenders made an Incremental Term Loan to the Company in Dollars in the amount of $200,000,000 which constitutes a “Term Loan” hereunder. No amount of the Term Loan which is repaid or prepaid by the Company may be reborrowed hereunder.

Incremental Term Loans; Refinancing Term Loans; Extended Term Loans. In the event any Incremental Term Loans, Refinancing Term Loans, Extended Term Loans or Extended Revolving Credit Loans are made, such Incremental Term Loans, Refinancing Term Loans, Extended Term Loans or Extended Revolving Credit Loans, as applicable, shall be repaid by the Company in the amounts and on the dates set forth in the Additional Credit Extension Amendment with respect thereto and on the applicable Maturity Date thereof.

Extension of Term. The term of the Lease is hereby extended for a period (the “Extension Term”) of ten (10) years, commencing June 1, 2006 and ending May 31, 2016 (the “New Expiration Date”). Effective as of the Effective Date, all references in the Lease to the “expiration date,” “the last day of the term of this Lease” or otherwise to the expiration date of the Lease shall be deemed to be references to the New Expiration Date. During the Extension Term, all of the terms, covenants and conditions of the Lease shall be applicable, except as set forth herein and except for Paragraphs 1.04(a), 3.02, 3.03, 30.01, and Exhibit F of the Initial Lease, and Paragraphs 3 and 4.F. of the Third Amendment, which shall not be applicable during the Extension Term. Except as set forth in Paragraph 7 below, Tenant shall not have any option or right to extend the term of the Lease beyond the New Expiration Date.

Patent Term Extension. If elections with respect to obtaining patent term extension or supplemental protection certificates or their equivalents in any country with respect to Northern Patent Rights or other patent rights covering Licensed Products or their manufacture or use are available, Spero shall have the sole right to make any such elections. In case Spero decides not to make such election with respect to a Licensed Product, Northern has the right but no obligation to do so in its own name and at its own expense with respect to a product containing an Other Compound (but not with respect to a Licensed Product).

Initial Term Loans. Subject to the terms and conditions set forth herein, certain Term Lenders made Initial Term Loans to the Borrower on the Initial Term Loan Borrowing Date. Amounts repaid or prepaid in respect of Initial Term Loans may not be reborrowed.

Term Loans Request. The Borrower shall request the [[Organization A:Organization]] to make the Term Loans by delivering to the Administrative Agent, not later than 11:00 a.m., # three (3) Business Days prior to the proposed Borrowing Date with respect to LIBOR Rate Loans; and # one (1) Business Day prior to the proposed Borrowing Date with respect to Base Rate Loans (or, in each case, such shorter period as may be agreed to by the Administrative Agent in consultation with the [[Organization A:Organization]]), a duly completed request therefor substantially in the form of [Exhibit C]. The Loan Request shall be irrevocable and shall specify the Interest Period. The Borrowing shall be in an aggregate amount equal to the aggregate Term Loan Commitments.