Determinations, Etc Clause Samples

Determinations, Etc. By Pricing Agent. All determinations, calculations and selections made by any Pricing Agent in good faith pursuant hereto shall be binding on all parties hereto, absent manifest error. Neither any Pricing Agent nor any of its directors, officers or employees shall be liable for any action taken or determination, calculation or selection made, by such Pricing Agent hereunder, except that such Pricing Agent shall be responsible for its gross negligence, bad faith or willful misconduct.

Determinations, Etc. All determinations and redeterminations and adjustments by the Agent provided for above in this Section 1.03 or in the definition of "Present Value of Reserves" in Section 1.01 (and any determinations and decisions by the Majority Banks in connection therewith, including any thereof approving or disapproving a proposed redetermination or redetermination by the Agent or effecting any adjustment to any element included in a Reserve Evaluation Report or the determination or redetermination of the Borrowing Base) shall be made on a reasonable basis, in good faith and in a manner reasonably consistent with the basis on which the initial Borrowing Base was determined to be acceptable to the Banks (but after giving effect to changes in facts and circumstance occurring after the date of such initial determination including, but not limited to, reserves and production, operating expenses and economic assumptions with respect to price of hydrocarbons and inflation), and any such determination, redetermination or adjustment shall consider any other relevant information or factors, including without limitation, any additional Indebtedness or other obligations that may be incurred by the Company and its Restricted Subsidiaries that the Majority Banks may deem appropriate, PROVIDED that no Hydrocarbon Properties acquired by any Subsidiary of the Company after the date hereof shall be included in the calculation of the Borrowing Base unless such Subsidiary is a Subsidiary Guarantor under this Agreement.

Determinations, Etc. All determinations and redeterminations and adjustments of the Borrowing Base, Threshold Amount or any Borrowing Base Assumption by the Administrative Agent or the Required Lenders provided Credit Agreement for in this Section 1.04 or in the definition of "Present Value of Reserves" in Section 1.01 hereof, including any approvals or disapprovals of a determination or redetermination of the Borrowing Base, Threshold Amount or any Borrowing Base Assumption or any adjustment thereof shall be made on a reasonable basis, in good faith, in a manner reasonably consistent with the basis on which the initial Threshold Amount was determined and in accordance with then current standards and practices of the Administrative Agent or the Lenders, as applicable, for similar oil and gas credits with respect to borrowers similar to the Borrower.

Determinations, Etc. Notwithstanding any other provision of this Agreement to the contrary, all determinations and redeterminations and adjustments by the Administrative Agent (and any determinations and decisions by each of the Banks or Majority Banks in connection therewith, or in connection with the provisions of Section 2.10 or 9.22, including any thereof approving or disapproving a proposed redetermination or redetermination by the Administrative Agent or effecting any adjustment to any element included in a Reserve Evaluation Report or the determination or redetermination of the Borrowing Base) shall be made on a reasonable basis, in good faith and in a manner reasonably consistent with their loan parameters for similar production loans for similarly situated companies and consistent with the basis on which the initial Borrowing Base was determined to be acceptable to the Banks (but after giving effect to changes in facts and circumstances occurring after the date of such initial determination including, but not limited to, reserves and production, operating expenses, Commodity Hedging Agreement and economic assumptions with respect to price of Hydrocarbons and inflation), and any such determination, redetermination or adjustment shall consider any other relevant information or factors, including without limitation, any additional Indebtedness or other obligations that have been incurred or that the Borrower and its Restricted Subsidiaries intend or expect to incur that the Majority Banks may deem appropriate, provided that, unless otherwise accepted by the Majority Banks, no Hydrocarbon Properties acquired by any Subsidiary of the Borrower shall be included in the calculation of the Borrowing Base unless such Subsidiary is an Obligor under this Agreement.

Determinations, Etc. It has been agreed in the Funding Credit Agreement that all determinations and redeterminations and adjustments of the Borrowing Base by the Agent or the Majority Lenders provided for in this Section 1.03 or in the definition of "Present Value of Reserves" in Section 1.01 hereof, including any approvals or disapprovals of a determination or redetermination of the Borrowing Base or any adjustment thereof shall be made on a reasonable basis, in good faith and in a manner reasonably consistent with prevailing practice in connection with borrowing base loans if then made by such lenders under the Funding Credit Agreement to comparable borrowers.

Determinations, Etc. In the event of any ambiguity or discrepancy, the determination of the Administrator shall be final and binding. * * * Please review the Plan and the accompanying Award Agreement for important information about the Performance Shares. For your award to be effective, the accompanying must be electronically reviewed and accepted on the Fidelity NetBenefits website on or before [●]. If you have any questions regarding the Fidelity NetBenefits website and you are located in the U.S., you can call ▇-▇▇▇-▇▇▇-▇▇▇▇, outside of the U.S., you can go to ▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇▇▇ for dialing instructions. If you have general inquiries on your Award, please contact ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇. Warner Music Group Corp. (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as amended from time to time (the “Plan”), hereby awards to you an award of Options (the “Options”) with respect to the number of shares of the Company’s Class A common stock (“Shares”) indicated below in this Notice of Option Award (the “Notice”). This award of Options is effective on the grant date indicated below and is subject to the terms set forth herein and in the Option Award Terms and Conditions attached hereto (the “Terms and Conditions”) and the Plan, each of which is incorporated by reference. Participant: ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ Date: [November 24, 2025] Number of Options Granted: [●] Option Price: [●] Expiration Date: [7th Anniversary of Grant Date] Vesting Conditions: Subject to the Performance Conditions (as defined below), the Options will vest in three substantially equal installments on each of the first, second and third anniversaries of the grant date (the “Service Condition”), subject to the Participant’s continued employment with the Company or one or more of its Affiliates through each vesting date and subject further to continued or accelerated vesting in certain cases, all as specified in the attached Terms and Conditions. Vesting of the Options will be further subject to achievement of the following (the “Performance Conditions”): • [●] of the Options will vest and become exercisable if the closing price of a share of Company Common Stock exceeds x for 20 consecutive trading days within three years following November 24, 2025, where x is the dollar amount that would achieve a three-year total shareholder return of 8% from November 24, 2025 (assuming a dividend rate of 2.5%); • [●] of the Options will vest and become exercisable if the closing price of a share of Company Common St...

Determinations, Etc. All determinations and redeterminations and adjustments of the Borrowing Base by the Administrative Agent or the Majority Lenders provided for in this Section 1.03 or in the definition of "Present Value of Reserves" in Section 1.01 hereof, including any approvals or disapprovals of a determination or redetermination of the Borrowing Base or any adjustment thereof shall be made on a reasonable basis, in good faith and in a manner reasonably consistent with prevailing practice in connection with borrowing base loans if then made by the Lenders to comparable borrowers.

Determinations, Etc. The parties hereby agree that any consent, nomination, determination or other action permitted or required to be given, made or taken by the Investor under the Standstill Agreement, including without limitation under Sections 4.1, 4.2, 6.1 and 6.2 thereof, may instead be given, made or taken by the Trustees, and if so given, made or taken will be deemed to have been given, made or taken by the Investor for all purposes under the Standstill Agreement and Section 2.5(iv) of the Investment Agreement.

Determinations, Etc. All determinations and redeterminations and adjustments of the Borrowing Base or any Borrowing Base Assumption by the Administrative Agent or the Required Lenders provided for in this Section 1.04 or in the definition of "Present Value of Reserves" in Section 1.01 hereof, including any approvals or disapprovals of a determination or redetermination of the Borrowing Base or any Borrowing Base Assumption or any adjustment thereof shall be made on a reasonable basis, in good faith, in a manner reasonably consistent with the basis on which the initial Borrowing Base was determined and in accordance with then current standards and practices of the Administrative Agent or the Required Lenders, as applicable, for similar oil and gas credits in similar locations.