References to "determination" of or by the Administrative Agent or the Lenders shall be deemed to include good-faith estimates by the Administrative Agent or the Lenders (in the case of quantitative determinations) and good-faith judgment by the Administrative Agent or the Lenders (in the case of qualitative determinations) and such determination shall be conclusive absent manifest error;

Determination. After the end of each Performance Period, the Administrator shall determine the extent to which the Performance Goals applicable to each Participant for the Performance Period were achieved or exceeded. The Award for each Participant shall be determined by applying the Payout Formula to the level of actual performance that has been determined by the Administrator. Notwithstanding any contrary provision of the Plan, the Administrator, in its sole discretion, may # eliminate, reduce, or increase the Award payable to any Participant below that which otherwise would be payable under the Payout Formula and # determine what Award, if any, will be paid in the event of a Termination of Employment whether as the result

Finality of Determinations; Exhaustion of Remedies. To the extent permitted by law, decisions reached under the claims procedures set forth in this Section shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted his remedies under this Section. In any such legal action, the claimant may only present evidence and theories which the claimant presented during the claims procedure. Any claims which the claimant does not in good faith pursue through the review stage of the procedure shall be treated as having been irrevocably waived. Judicial review of a claimant’s denied claim shall be limited to a determination of whether the denial was an abuse of discretion based on the evidence and theories the claimant presented during the claims procedure. Any suit or legal action initiated by a claimant under the Plan must be brought by the claimant no later than one year following a final decision on the claim for benefits by the Senior HR Officer. The one-year limitation on suits for benefits will apply in any forum where a claimant initiates such suit or legal action.

DETERMINATION OF DISABILITY. Any question as to the existence of a physical or mental condition which would give rise to the Disability of the Executive upon which the Executive and the Corporation cannot agree will be determined by a qualified independent physician selected by the Executive and reasonably acceptable to the Corporation (or, if the Executive is unable to make a selection, the selection of the physician will be made by any adult member of his immediate family). The physician's written determination to the Corporation and to the Executive will be final and conclusive for all purposes of this Agreement.

Determination of Values. The Borrower will conduct reviews of the value to be assigned to each of its Portfolio Investments as follows:

Determination of Achievement. The Committee will determine achievement with respect to corporate performance goals by reference to such information as the Committee determines in its discretion.

Determination of Awards. The Committee shall determine the terms and conditions of all Awards granted to Participants in accordance with its authority under Section 3.2 hereof. An Award may consist of one type of right or benefit hereunder or of two or more such rights or benefits granted in tandem.

Determination of Performance. Prior to the vesting, payment, settlement or lapsing of any restrictions with respect to any Performance Award, the Committee shall determine that the applicable Performance Objectives have been satisfied. In respect of a Performance Award, the Committee may, in its sole discretion, # reduce the amount of cash paid or number of Shares to be issued or that have been issued and that become vested or on which restrictions lapse, and/or # establish rules and procedures that have the effect of limiting the amount payable to any Participant to an amount that is less than the amount that otherwise would be payable under an Award granted under this Section 9. The Committee may exercise such discretion in a non-uniform manner among Participants.

Determination of Deficiency. Upon receipt of a Deficiency Notice, CCX will have ​ days to advise VF by notice in writing that it disagrees with the contents of the Deficiency Notice. If VF and CCX fail to agree within ​ days after CCX’s notice to VF as to whether any Bulk Drug Product identified in the Deficiency Notice was not Manufactured in accordance with the Specifications, MAD or MBR, cGMPs, or Applicable Laws, the Parties will engage a mutually-acceptable independent Third Party to perform testing and investigation to resolve the deficiency and liability issues. The Parties agree to accept the independent Third Party’s conclusive determination and identify if any aspect of the Third Party testing and investigation proves inconclusive, executives from both Parties will meet and use good faith efforts to resolve any remaining deficiency and liability issues. If the JMC is unable to resolve the dispute within ​ days, the dispute will be handled as a technical dispute under [Exhibit A].

Determination of Awards. The Committee shall determine the terms and conditions of all Awards granted to Participants in accordance with its authority under Section 3 and other terms of the Plan. An Award may consist of one type of right or benefit hereunder or of two or more such rights or benefits granted in tandem.