Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Company shall promptly compensate (or cause the applicable Designated Borrower to compensate) such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

The Company shall indemnify and hold harmless Employee from any and all liability arising from Employee’s actions taken on the Company’s behalf and within Employee’s scope of duties and authority, so long as such actions were taken by Employee in good faith and in furtherance of the Company’s business. The Company shall indemnify and hold Employee harmless to the full extent of the law from any and all claims, losses and expenses sustained by Employee as a result of any action taken by him to discharge his duties under this Agreement, and the Company shall defend Employee, at the Company’s expense, in connection with any and all claims by shareholders or third parties which are based upon actions taken by Employee to discharge his duties under this Agreement.

Compensation for Losses. In the event of # the payment or prepayment of any principal of any SOFR Loan, CDOR Loans, or Eurocurrency Rate Loans other than on the last day of the Interest Period applicable thereto whether voluntary, mandatory, automatic, by reason of acceleration (including as a result of an Event of Default), # the conversion of any SOFR Loan, CDOR Loans, or Eurocurrency Rate Loans other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), # the failure to borrow, convert, continue or prepay any SOFR Loan, CDOR Loans, Daily Simple SONIA Loans, or Eurocurrency Rate Loans on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked hereunder and is revoked in accordance therewith), or # the assignment of any SOFR Loan, CDOR Loans, or Eurocurrency Rate Loans other than on the last day of the Interest Period applicable thereto or maturity date applicable thereto as a result of a request by the Borrower, then, in any such event, the Borrower shall compensate each Lender for any loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Upon demand of any [[Organization A:Organization]] (with a copy to the [[Administrative Agent:Organization]]) from time to time, the ​ shall promptly compensate such [[Organization A:Organization]] for and hold such [[Organization A:Organization]] harmless from any loss, cost or expense incurred by it as a result of:

Consecutive Quarterly Net Losses. Guarantor shall not incur pre-tax net losses for two consecutive quarters, excluding any markup or markdown of mortgage servicing rights.

Interest, Funding Losses, Etc. All prepayments under this Section 2.07 shall be accompanied by all accrued interest thereon, together with, in the case of any such prepayment of a Eurocurrency Rate Loan or a SOFR Loan on a date prior to the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan or SOFR Loan, as applicable, pursuant to [Section 3.05].

Losses Net of Insurance. The amount of any Claims for indemnification pursuant to this ARTICLE VII and elsewhere under this Agreement shall be determined net of any amounts that are recovered by an indemnified party under insurance policies with respect to such Losses (net of all reasonable expenses incurred by the indemnified party in recovering such insurance proceeds).

Assignment. This Agreement may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either Party without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may, without consent of the other Party, assign this Agreement and its rights and obligations hereunder in whole or in part to an Affiliate of such Party, or in whole to its successor in interest in connection with the sale of all or substantially all of its stock or its assets to which this Agreement relates, or in connection with a merger, acquisition or similar transaction. Any attempted assignment not in accordance with the foregoing shall be null and void and of no legal effect. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement. The terms and conditions of this Agreement shall be binding upon, and shall inure

Assignment. Roth hereby assigns to Golden Royal all of the benefit that may accrue to him from ownership of the Interest, including any receipts of cash or distribution of assets, as well as any proceeds realized on the sale of the Interest, any of which shall be promptly transferred by Roth to Golden Royal upon receipt. Roth hereby agrees that he shall hold the Interest in trust for the benefit of Golden Royal, and shall not sell, transfer, pledge or otherwise permit any lien to be placed on the Interest, except as directed by Golden Royal . In the event that Golden Royal directs Roth to sell, assign or otherwise transfer the Interest, he will do so and will pay over to Golden Royal any proceeds realized by reason of said transfer.

Assignment. This Agreement shall not be assignable by either party except by the Company to any affiliate of the Company or to any successor in interest to the Company’s business.