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

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

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.

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 the 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. The Company is not in violation of any term of its Articles or By-Laws, as amended. Except as set forth on [Schedule 3.15], to the Company’s knowledge, the Company is not in violation of or default under any provision of: # any mortgage, indenture, contract, agreement, license, deed of trust, lease, franchise, permit or other instrument to which it is a party or by which it or any of its properties are bound and there does not exist any state of facts which constitutes an event of default or which, with notice or lapse of time or both, would constitute an event of default; or # any judgment, decree, order, statute, rule or regulation to which the Company is subject to, but excluding from the [foregoing clauses (a) and (b)])], defaults or violations which would not have a Company Material Adverse Effect or which become applicable as a result of the business or activities in which Buyer or Merger Sub is or proposes to be engaged or as a result of any acts or omissions by, or the status of any facts pertaining to, Buyer or Merger Sub.

Compliance. Neither the Company nor any Subsidiary: # is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), # is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or # is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.