Appointment and Cooperation. With respect to all of the rights and activities of Spero set forth in this [Section 5], Northern hereby appoints Spero as its agent for such purposes with the authority to act on Northern’s behalf with respect to the Northern Patent Rights. Northern shall cooperate with Spero in the exercise of Spero’s authority granted herein, and shall execute such documents and take such additional action as Spero may request in connection therewith. The Parties shall promptly update [Exhibit C] to list all Northern Patent Rights (including Northern Improvement Patents).

APPOINTMENT. The Company and the Operating Partnership hereby appoint the Advisor to serve as their advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.

Appointment. Each of the Lenders and the L/C Issuer hereby irrevocably appoints, designates and authorizes ​ to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this [Article IX] are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders hereby grants to the Administrative Agent any required powers of attorney to execute any Loan Document governed by the laws of such jurisdiction on such Lender’s behalf.

Appointment. Each Limited Partner hereby makes, constitutes and appoints the General Partner his true and lawful attorney-in-fact for him and in his name, place and stead and for his use and benefit, from time to time:

Appointment. Each Canadian Subsidiary, or Domestic Subsidiary, or U.K. Subsidiary, as applicable, of ​ that is or becomes a “Designated Borrower” pursuant to this [Section 2.18] hereby irrevocably appoints ​ to act as its agent for all purposes of this Agreement and the other Loan Documents and agrees that # ​ may execute such documents on behalf of such Designated Borrower as ​ deems appropriate in its sole discretion and each Designated Borrower shall be obligated by all of the terms of any such document executed on its behalf, # any notice or communication delivered by any Agent or any Lender to ​ shall be deemed delivered to such Designated Borrower, and # any Agent or any Lender may accept, and be permitted to rely on, any document, instrument or agreement executed by ​ on behalf of any such Designated Borrower.

Each ​ hereby designates ​ to act as ​ for such ​ under this Agreement and the Other Documents. Each ​ hereby irrevocably authorizes ​ to take such action on its behalf under the provisions of this Agreement and the Other Documents and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of ​ by the terms hereof and thereof and such other powers as are reasonably incidental thereto and ​ shall hold all Collateral, payments of principal and interest, fees (except the fees set forth in the Fee Letter as being for the sole benefit of ​), charges and collections (without giving effect to any collection days) received pursuant to this Agreement, for the ratable benefit of Lenders. ​ may perform any of its duties hereunder by or through its agents or employees. As to any matters not expressly provided for by this Agreement (including collection of the Notes), ​ shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding; provided, however, that ​ shall not be required to take any action which exposes ​ to liability or which is contrary to this Agreement or the Other Documents or Applicable Law

Appointment. Lender shall act in accordance with the terms of the Credit Agreement. Lender may exercise or refrain from exercising any rights (including making demands and giving notices) and take or refrain from taking any action (including the release or substitution of the Pledged Collateral), in accordance with this Agreement and the Credit Agreement. Lender may employ agents and attorneys-in-fact in connection herewith and shall not be liable for the negligence of any such agents or attorneys-in-fact selected by it in good faith, but shall be liable for the gross negligence or willful misconduct of such agents and attorneys-in-fact.

Cooperation. Each Party will reasonably cooperate with the other Party in the Prosecution and Maintenance of the Patents for which it is responsible. Such cooperation will include promptly executing all documents, or requiring inventors, employees and consultants and agents of such Party and its Affiliates to execute all documents, as reasonable and appropriate so as to enable the Prosecution and Maintenance of any such Patents in any country.

Cooperation. In connection with obtaining HSR Clearance, each of SGI and Unum will # cooperate with each other in connection with any investigation or other inquiry relating to an HSR Filing and the transactions notified therein; # keep the other Party or its counsel informed of any communication received from or given to the FTC or DOJ relating to an HSR Filing and the transactions notified therein (and provide a copy to the other Party if such communication is in writing); # reasonably consult with each other in advance of any meeting or conference with the FTC or DOJ, and to the extent permitted by the FTC or DOJ, give the other Party or their counsel the opportunity to attend and participate in such meetings and conferences; and # permit the other Party or its counsel to review in advance, and in good faith consider the views of the other Party or its counsel concerning, any submission, filing or communication (and documents submitted therewith) intended to be given to the FTC or DOJ.

Cooperation. To the extent that the assignment or transfer to Purchaser of any Acquired Assets pursuant to this Agreement is not permitted without the consent of a Third Party and such restriction cannot be effectively overridden or canceled by the Sale Order or other related Order of the Bankruptcy Court, then this Agreement will not be deemed to constitute an assignment of or an undertaking or attempt to assign such Acquired Asset or any right or interest therein unless and until such consent is obtained; provided, that, if any such consents are not obtained prior to the Closing Date, Seller purporting to make such transfer shall use commercially reasonable efforts to cooperate with Purchaser in any reasonable and lawful arrangement (including holding such Acquired Assets in trust for Purchaser or its Affiliates, as applicable, pending receipt of the required consent) mutually acceptable to such Seller and Purchaser, from and after the Closing Date and until the earlier to occur of # the date on which such applicable consent is obtained and # the date on which such Seller liquidates and ceases to exist, pursuant to which # such Seller shall provide to Purchaser or its Affiliates, as applicable, the benefits under such Acquired Assets, # such Seller shall enforce for the account of Purchaser or its Affiliates, as applicable, any rights of such Seller under such Acquired Assets (including the right to elect to terminate any Contracts in accordance with the terms thereof upon the direction of Purchaser) and # that Purchaser shall be responsible for performing all obligations under such Acquired Assets, as applicable, required to be performed by such Seller to the extent that if such Acquired Assets were acquired by Purchaser as of the Closing Date the obligations thereunder would have constituted an Assumed Liability.