Committee. The Committee shall have the responsibility and authority to control the operation and administration of the Plan in accordance with the terms of the Plan, except with respect to duties and responsibilities specifically allocated to other Fiduciaries.

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.

In determining whether a Participant is a “Qualified Participant” who is eligible to defer loan repayments, the Administrative Committee may rely on the Participant’s certification pursuant to [Section 12.13(b)] that the Participant is a Qualified Participant, unless the Administrative Committee has actual knowledge that is contrary to such certification.

The “Certification Date” of the Units is the date the Committee certifies the extent to which the performance goals after one year of performance have been attained, which certification shall be made no later than March 1, 2016.

Section # Determination of Final Value and Certification of Attainment of Performance Goals. As soon as practicable following the completion of the Performance Period applicable to a Performance Grant, the Committee shall certify in writing the extent to which the applicable Performance Goals have been attained and the resulting final values of the Grant earned by the Grantee and to be paid/delivered upon its settlement in accordance with the terms of the Grant Agreement. No Grants will be paid for such Performance Period until such certification is made by the Committee. The Committee may rely on others as the basis for its certification, so long as such reliance is reasonable under the circumstances.

Such certification shall occur as soon as practicable after the end of the Evaluation Period (the date of such certification, the “Certification Date”). If the Committee certifies the vesting of a number of Units that is less than the Maximum Award Units, then with respect to all other Units that could have been earned under this Agreement, the Award will terminate and be forfeited automatically.

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;

Committee Administration. The Program shall be administered by the Committee and, to the extent specified herein, the President. The Committee and, to the extent specified herein, the President shall have complete discretion and authority to administer the Program and to interpret the provisions of the Program. Any determination, decision, or action of the Committee or the President in connection with the construction, interpretation, administration, or application of the Program shall be final, conclusive, and binding upon all persons, and shall be given the maximum deference permitted by law. The Committee may amend or terminate the Program at any time without the consent of any Participant by adoption of a written instrument.

Committee Discretion. If the Committee determines that Participant cannot satisfy Participant’s Tax Withholding Obligation through the default procedure described in clause (a), it may permit Participant to satisfy Participant’s Tax Withholding Obligation by # delivering to the Company Shares that Participant owns and that have vested with a fair market value equal to Participant’s Tax Withholding Obligation (in which case, the Company shall remit the amount that is required under applicable law to the appropriate governmental authorities in cash with the remainder, if any, to be promptly paid to Participant), # electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to Participant’s Tax Withholding Obligation (in which case, the Company shall remit the amount that is required under applicable law to the appropriate governmental authorities in cash with the remainder, if any, to be promptly paid to Participant), # payment by Participant in cash, or # such other means as the Committee deems appropriate.