Compliance Certification: The annual certification submitted by a Borrower under the terms of the related Credit Agreement, to the extent provided for thereunder.

Notification of Patent Certification. Northern shall notify and provide Spero with copies of any allegations of alleged patent invalidity, unenforceability or non-infringement of a Northern Patent Right pursuant to a Paragraph IV Patent Certification by a Third Party filing an Abbreviated New Drug Application, an application under §505(b)(2) or any other similar patent certification by a Third Party, and any foreign equivalent thereof. Such notification and copies shall be provided to Spero within ​ after Northern receives such certification, and shall be sent to the address set forth in Section 9.4.

Certification of Public Information. Borrower and each Lender acknowledge that certain of the [[Organization B:Organization]] may be Public [[Organization B:Organization]] and, if documents or notices required to be delivered pursuant to this ‎[Section 5.01] or otherwise are being distributed through a Platform, any document or notice that the Borrower has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for Public [[Organization B:Organization]]. Borrower agrees to clearly designate all information provided to the Administrative Agent by or on behalf of the Borrower which is suitable to make available to Public [[Organization B:Organization]]. If the Borrower has not indicated whether a document or notice delivered pursuant to this ‎[Section 5.01] contains Non-Public Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for [[Organization B:Organization]] who wish to receive Non-Public Information with respect to the Borrower, its Subsidiaries or their respective securities; and

a copy of the most recent Compliance Certification by an officer of the related Borrower;

Each Access Person must submit annually, a Certification and Holdings Report as set forth on the CODE OF ETHICS CERTIFICATION AND HOLDINGS REPORT attestation by a date specified by the Chief Compliance Officer, that the Access Person:

Committee Certification of Management Objectives. Subject to potential reduction as set forth in Section 5.B and further subject to the other terms and conditions of this Plan, the full number of Maximum Shares granted to a Participant with respect to a Performance Period shall be earned as of the last day of such Performance Period, provided that # following the end of the Performance Period, the Committee has certified that the Company has achieved either # average Return on Average Equity of 4% during the Performance Period, or # average Free Cash Flow Margin of 4% during the Performance Period; and # the Participant has been continuously employed by the Company and its Affiliates through the last day of the Performance Period.

Certification of Representations and Warranties. A certificate executed by ​ certifying that all of the representations and warranties of ​ set forth in Section 9.1 hereof are true and correct in all material respects as of the Closing Date or identifying any representation or warranty which is not, or no longer is, true and correct;

USA PATRIOT Act; Beneficial Ownership Certification. To the extent applicable, each of the Borrower and its Restricted Subsidiaries is in compliance, in all material respects, with the USA PATRIOT Act. As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

Compliance. Both TLC and TLC Hong Kong shall comply with all Applicable Law in connection with the activities contemplated by this Agreement. The Parties further agree to use their best efforts to negotiate and execute any amendments hereto that may be deemed necessary or appropriate to maintain compliance with any Applicable Law to either Party.

Compliance. Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.