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

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.

Funding Losses, Etc. All prepayments under this ‎Section 2.05 shall be made together with, in the case of any such prepayment of a Eurocurrency Rate Loan on a date prior to the last day of an Interest Period therefor, any amounts owing in respect of such Eurocurrency Rate Loan pursuant to ‎Section 3.05. Notwithstanding any of the other provisions of this ‎Section 2.05, so long as no Event of Default shall have occurred and be continuing, if any prepayment of Eurocurrency Rate Loans is required to be made under this ‎Section 2.05, prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this ‎Section 2.05. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this ‎Section 2.05.

Compensation for Losses . Within fifteen (15) days of demand by any ​ (with a copy to the [[Administrative Agent:Organization]]) from time to time, the ​ Parties shall promptly compensate such ​ for and hold such ​ 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.

LC Exposure Determination. Unless otherwise specified herein, the amount of any Letter of Credit at any time shall be deemed to be the Dollar Amount of the stated amount of such Letter of Credit available to be drawn at such time; provided that with respect to any Letter of Credit that, by its terms or the terms of any Letter of Credit Agreement related thereto, provides for one or more automatic increases in the available amount thereof, the amount of such Letter of Credit at any time shall be deemed to be the Dollar Amount of the maximum amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum amount is available to be drawn at such time.

Determination of Bonuses. After audited GAAP financial statements become available for the 2024 performance period, the Committee shall determine the extent to which the first three measurable performance factors have been achieved and take into consideration the President’s assessment of achievement towards goals and objectives of each Participant and

Determination of Bonuses. Notwithstanding any provision herein to the contrary, with respect to each calendar quarter that relates to 2024 (other than [[Unknown Identifier]] 2024) and within ​ days after the end of such calendar quarter, as applicable, the Committee will conduct a hypothetical determination of the bonuses for purposes of the Program and in a manner reasonably consistent with Article V, it being understood that # such hypothetical determination shall not be dependent on the availability of audited financial statements (the “Hypothetical Determination”), # the Committee may, in its discretion, rely on financial information in the then-most-recently available Form 10-Q filing of NWLGI, and # the Committee shall make appropriate adjustments to the performance factors to take into account the effects of the Abridged Period (e.g., if appropriate, the Committee could adjust the dollar figure thresholds in the Company Sales Component based on the Abridged Formula).

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

The target incentive fund is the sum of the individual target incentive awards for all eligible Participants. Once the incentive targets have been determined by the Administrator, a target incentive fund shall be established and accrued ratably by KRC and each of its segments and/or subsidiaries, as applicable. The incentive fund and accruals may be adjusted during the year.