Common use of Costs, Expenses and Taxes Clause in Contracts

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lenders.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Backup Servicer (whether in its capacity as Backup Servicer or successor Servicer), the Custodian, the Lender’s Bank, the Lender and its Affiliates under Section 17.18.01 hereof, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable (and reasonably documented) costs and expenses of the Facility Agent Backup Servicer, the Custodian, the Lender’s Bank and the Lender incurred in connection with the preparation, executionexecution or delivery of, deliveryor any waiver or consent issued or amendment prepared in connection with, syndication this Agreement, the other Transaction Documents and administration the other documents to be delivered hereunder or in connection herewith or therewith or incurred in connection with any amendment, waiver or modification of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility Transaction Document, and the any other documents and agreements to be delivered hereunder or thereunder or in connection herewith or therewith that is necessary or requested (and, with respect heretoto the Lender, and, subject to actually entered into) by any cap on such costs and expenses agreed upon in a separate letter agreement among of the Borrower, TPVG and the Facility Agent and Servicer, the Borrower Lender or TPVG on behalf made necessary or desirable as a result of the Borrower further agrees actions of any regulatory, tax or accounting body affecting the Lender and its Affiliates, or which is related to pay all reasonable costs and expenses an Event of the Facility Agent in connection with any amendmentsDefault, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityincluding, including without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent Backup Servicer, the Custodian, the Lender’s Bank and the Lender with respect thereto and with respect to advising the Facility Agent Backup Servicer, the Custodian, the Lender’s Bank and the Lender as to its their respective rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement the other documents to be delivered hereunder or other liquidity support facilityin connection herewith, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of incurred by the Facility AgentBackup Servicer, the AgentsCustodian, the Lenders and their respective Affiliates, Lender’s Bank or the Lender in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lendersconnection herewith.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Facility Administrative Agent and the Lead Arrangers (including the reasonable and documented fees and charges of counsel for the Administrative Agent and the Lead Arrangers and of local counsel, if any, who may be retained by such counsel) in connection with the preparation, execution, delivery, syndication execution and administration delivery of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other Loan Documents and all other documents and agreements provided for herein or delivered or to be delivered hereunder or with respect heretoin connection herewith (including any amendments, and, subject supplements or waivers to any cap on such Loan Documents), and all reasonable and documented out-of-pocket costs and expenses agreed upon (including reasonable attorneys’ fees, court costs and other legal expenses) incurred by the Administrative Agent and each Lender in a separate letter agreement among connection with the Borrowerenforcement of this Agreement, TPVG the other Loan Documents or any such other documents during the existence of any Event of Default or Unmatured Event of Default. In addition, the Company agrees to pay, and to save the Administrative Agent, the Lead Arrangers and the Facility Agent Lenders harmless from all liability for, (a) any stamp court, or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution and delivery of this Agreement, the Borrower or TPVG on behalf borrowings hereunder, the issuance of the Borrower further agrees Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to pay all reasonable be delivered hereunder or in connection herewith and (b) any fees of the Company’s auditors and, if an Event of Default or Unmatured Event of Default exists, any costs and expenses of the Facility Administrative Agent or any Lender in connection with any amendmentsreasonable exercise by the Administrative Agent or any Lender of its rights pursuant to Section 10.2. All obligations provided for in this Section 14.5 shall survive repayment of the Loans, waivers cancellation of the Notes, cancellation or consents executed in connection with this Agreement expiration of the Letters of Credit and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower termination of this Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersAgreement.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, (including the reasonable fees and out-of-pocket expenses of a single counsel for the Facility Agent with respect thereto (and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expensesof local counsel, if any (including reasonable counsel fees and expensesany, who may be retained by said counsel), of the Facility Agent, the Agents, the Lenders and their respective Affiliates), in connection with the enforcement against TPVG preparation, execution, delivery and administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or the Borrower of this Agreement documents provided for herein or any of the other Transaction Documents and the other documents and agreements delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Lender in connection with respect hereto; provided that in the case enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Obligors other than any fees and out-of-pocket expenses of counsel for the AgentsAgent which exceed the amount which the Company or the Borrower has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, each Obligor agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other than instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Facility AgentCommitted Loans, such reimbursement shall be limited to one counsel for all such Agents and Lenderscancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. In addition (a) By way of clarification, and not of limitation, of Sections 1.7 or 3.1, the Seller shall pay to the rights of indemnification granted under Section 17.1Administrator, the Borrower or TPVG on behalf of the Borrower agrees to pay each Purchaser Agent and/or any Purchaser on demand all reasonable costs and expenses in connection with (i) the preparation, execution, delivery and administration (including amendments or waivers of any provision) of this Agreement or the other Transaction Documents, (ii) the sale of the Purchased Interest (or any portion thereof), (iii) the perfection (and continuation) of the Administrator’s rights in the Receivables, Collections and other Pool Assets, (iv) the enforcement by the Administrator, any Purchaser Agent or any member of any Purchaser Group of the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (v) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including fees, costs and expenses of legal counsel for the Facility Administrator and the Purchaser Agents relating to any of the foregoing or to advising the Administrator or any member of any Purchaser Group (including, any related Liquidity Provider or any other related Program Support Provider) about its rights and remedies under any Transaction Document or any other document, agreement or instrument related thereto and all costs and expenses (including counsel fees and expenses) of the Administrator and any Purchaser Agent in connection with the preparation, execution, delivery, syndication and enforcement or administration of this Agreementthe Transaction Documents or any other document, agreement or instrument related thereto. The Seller shall reimburse the Administrator and each Purchaser Agent for the cost of such Person’s auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller or the Servicer. The Seller shall reimburse each Conduit Purchaser for any Structured Lender amounts such Conduit Purchaser must pay to any related Liquidity Arrangement Provider or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject related Program Support Provider pursuant to any cap Funding Agreement on such account of any Tax. The Seller shall reimburse each Conduit Purchaser on demand for all out of pocket costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, incurred by such Conduit Purchaser in connection with the enforcement against TPVG Transaction Documents or the Borrower of this Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lenderstransactions contemplated thereby.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Facility Agent (including the reasonable fees and charges of counsel for the Agent and of local counsel, if any, who may be retained by said counsel) in connection with the preparation, execution, delivery, syndication delivery and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other Loan Documents and all other documents and agreements provided for herein or delivered or to be delivered hereunder or with respect heretoin connection herewith (including any amendments, and, subject supplements or waivers to any cap on such Loan Documents), and all reasonable out-of-pocket costs and expenses agreed upon in a separate letter agreement among (including reasonable attorneys' fees, court costs and other legal expenses and allocated costs of staff counsel) incurred by the Borrower, TPVG and the Facility Agent and each Bank after an Event of Default in connection with the Borrower enforcement of this Agreement, the other Loan Documents or TPVG on behalf of the Borrower further any such other documents. Each Bank agrees to pay all reasonable reimburse the Agent for such Bank's pro rata share (based on its respective Percentage) of any such costs and expenses of the Facility Agent in connection with any amendmentsnot paid by the Company. In addition, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect Company agrees to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilitypay, and to pay save the Agent and the Banks harmless from all costs liability for, (a) any stamp or other taxes (excluding income taxes and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, franchise taxes based on net income) which may be payable in connection with the enforcement against TPVG execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the Borrower execution and delivery of this Agreement any other Loan Document or any of the other Transaction Documents and the other documents and agreements document provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) any fees of the Company's auditors in connection with respect hereto; provided that in any reasonable exercise by the case of reimbursement of counsel for the Agents, Agent and the Lenders other than Banks of their rights pursuant to Section 10.2. All obligations provided for in this Section 14.6 shall survive repayment of the Facility AgentLoans, such reimbursement shall be limited to one counsel for all such Agents cancellation of the Notes and Lendersany termination of this Agreement.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Administrative Agent in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Administrative Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Administrative Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Administrative Agent with respect thereto and with respect to advising the Facility Administrative Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Administrative Agent, the Agents, the Lenders and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Administrative Agent, such reimbursement shall be limited to one counsel for all such Agents and Lenders.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on demand (without duplication), all of the following fees, costs and expenses incurred by FHI: (i) all reasonable costs and expenses of the Facility Agent in connection with the negotiation, preparation, executionprinting, deliverytyping, syndication reproduction, execution and administration delivery of this Agreement, the Loan Documents and any Structured Lender Liquidity Arrangement or other liquidity support facility and the all other documents and agreements to be delivered hereunder furnished pursuant hereto or with respect heretoin connection herewith, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay (ii) all reasonable costs and expenses of the Facility Agent in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of any amendments, waivers amendments or consents executed modifications of (or supplements to) any of the foregoing and any and all other documents furnished pursuant thereto or in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilitytherewith, including without limitation the reasonable fees and out-of-pocket expenses of counsel for retained by FHI relative thereto (or, but not as well as, the Facility Agent with respect thereto reasonable allocated costs of staff counsel), (iii) all UCC and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityLien search fees, all title insurance, survey, appraisal, environmental evaluation fees, costs, and to pay expenses, and costs and all fees and taxes payable in connection with the filing or recording of any Loan Documents or financing statements; (iv) all costs and expensesexpenses (including, without limitation, reasonable attorneys' fees and expenses of FHI), if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliatesany, in connection with the enforcement against TPVG or the Borrower of this Agreement and/or any other Loan Documents or other agreement furnished pursuant hereto or thereto or in connection herewith or therewith; and (v) all costs and expenses incurred by FHI in conducting an independent audit or review by FHI's internal staff of the books and records of the Company and the collateral provided under the Loan Documents. In addition, the Company shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, or any of the other Transaction Documents Loan Documents, or the issuance of the Notes, or the making of the Loans, and the other documents agrees to save and agreements to be delivered hereunder or hold FHI harmless from and against any and all liabilities with respect hereto; provided that to or resulting from any delay in the case of reimbursement of counsel for the Agentspaying, and the Lenders other than the Facility Agentor omission to pay, such reimbursement taxes. Any portion of the foregoing fees, costs and expenses which remains unpaid following the FHI’s statement and request for payment thereof shall be limited bear interest from the date of such statement and request to one counsel for all such Agents and Lendersthe date of payment at a per annum rate equal to the Prime Rate plus Five Percent (5%) per annum.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on demand or reimburse the Agents for paying: (i) all reasonable costs and expenses of the Facility Agent Agents in connection with (A) the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility Agreement and the other documents and agreements to be delivered hereunder or with respect heretoLoan Papers, andincluding, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrowerwithout limitation, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent Agents with respect thereto and with respect to advising the Facility Agent Agents as to its rights their respective Rights and remedies responsibilities under this Agreement and any Structured Lender Liquidity Arrangement or the other liquidity support facilityLoan Papers, and to pay all costs (B) any amendment, modification, supplement, or waiver of any of the terms of this Agreement (limited in the case of legal fees and expenses, to the reasonable fees, disbursements and other charges of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, as counsel to the Paying Agent and the Banks, one firm of aviation counsel, and, if any necessary, a single local counsel in each appropriate jurisdiction), and (ii) all reasonable costs and expenses of the Banks and the Agents (including reasonable counsel’s fees, and including reasonable allocated in-house counsel fees and expenses), of the Facility for any Bank or any Agent, the Agents, the Lenders and their respective Affiliates, ) in connection with the enforcement of this Agreement and the other Loan Papers (limited in the case of legal fees and expenses, to one firm of outside counsel, one firm of aviation counsel, and, if necessary, a single local counsel in each appropriate jurisdiction to the Paying Agent and the Banks, taken as a whole (and, in each case, in the case of an actual or perceived conflict of interest, an additional counsel to all such similarly situated affected parties)). In addition, the Company shall pay any and all Taxes payable or determined to be payable in connection with the execution and delivery of this Agreement and the other Loan Papers, and agrees to save the Agents and each Bank harmless from and against TPVG any and all liabilities with respect to or resulting from any delay in paying or omitting to pay such Taxes, if any, which may be payable or determined to be payable in connection with the Borrower execution and delivery of this Agreement or any other Loan Paper. The obligations of the other Transaction Documents and Company under this Section 9.4 shall survive the other documents and agreements to be delivered hereunder or with respect hereto; provided that in termination of this Agreement and/or repayment of the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersLoans.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Agent in connection with the preparation, executionissuance, delivery, syndication filing, recording, and administration of this Agreement, the Loans and any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to which may be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityAgreement, including including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Facility Administrative Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, incurred in connection with the enforcement against TPVG preparation and negotiation of this Agreement, the Loans and any document delivered in connection therewith and all reasonable costs and expenses incurred by the Administrative Agent (and, in the case of clause (c) or (d) below, any Lender) (including reasonable fees and out of pocket expenses of counsel) in connection with (a) with the use of Intralinks Inc., SyndTrak or other similar information transmission systems in connection with the Loan Documents, (b) the transfer, drawing upon, change in terms, maintenance, renewal or cancellation of this Agreement and the Loans, (c) any and all amounts which the Administrative Agent or any Lender has paid relative to the Administrative Agent’s or such Lender’s curing of any Event of Default resulting from the acts or omissions of the Borrower of under this Agreement or any other Loan Document, (d) the enforcement of, or protection of rights under, this Agreement or any other Loan Document (whether through negotiations, legal proceedings or otherwise) or (e) any waivers or consents or amendments to or in respect of this Agreement, the other Transaction Loan Documents or the Loans requested by the Borrower. In addition, the Borrower shall pay any and the all stamp and other documents taxes and agreements fees payable or determined to be delivered hereunder payable in connection with the execution, delivery, filing and recording of this Agreement, the Loans or with respect hereto; provided that in any of such other documents, and agree to save the case of reimbursement of counsel for the Agents, Administrative Agent and the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. Without prejudice to the survival of any other than agreement of the Facility AgentBorrower hereunder, such reimbursement the agreements and obligations of the Borrower contained in this Section shall be limited to one counsel for all such Agents survive the payment in full of the Obligations and Lendersthe termination of the Aggregate Commitments.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1Each Borrower shall pay within two Business Days after demand, accompanied by an invoice therefor, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Administrative Agent and the Lead Arranger in connection with the negotiation, preparation, executionsyndication, delivery, syndication execution and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf delivery of the Loan Documents and any amendment thereto or waiver thereof which is requested by Borrowers or is entered into when any Default or Event of Default exists. Following any Event of Default, each Borrower further agrees to shall pay all on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Facility Administrative Agent and each of the other Creditors in connection with any amendmentsthe restructuring, waivers reorganization (including a bankruptcy reorganization) and enforcement or consents executed in connection with this Agreement attempted enforcement of the Loan Documents, and any Structured Lender Liquidity Arrangement or matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other liquidity support facility, including out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel (including allocated costs of legal counsel employed by any Creditor), independent public accountants and other outside experts retained by any of the Creditors, whether or not such costs and expenses are incurred or suffered by the Creditors in connection with or during the course of any bankruptcy or insolvency proceedings of the Parent or any Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by the Parent or the Borrowers, the administrative costs of the Administrative Agent reasonably attributable thereto. Each Borrower shall pay any and all documentary and other taxes, excluding, in the case of each Creditor and its Eurodollar Lending Office thereof, (i) taxes imposed on or measured in whole or in part by its net income or capital and franchise taxes imposed on it, (ii) any withholding taxes or other taxes based on net income (other than withholding taxes and taxes based on net income resulting from or attributable to any change following the Closing Date in any law, rule or regulation or any change following the Closing Date in the interpretation or administration of any law, rule or regulation by any governmental authority) or (iii) any withholding taxes or other taxes based on net income for the Facility Agent with respect thereto and any period with respect to advising which it has failed to provide the Facility Agent as Parent with the appropriate form or forms required by Section 11.21, to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilitythe extent such forms are then required by applicable Laws, and to pay all costs and costs, expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, charges payable or determined to be payable in connection with the enforcement against TPVG filing or the Borrower recording of this Agreement Agreement, any other Loan Document or any of the other Transaction Documents and the other documents and agreements instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Creditors from and against any and all loss, liability or legal or other expense with respect hereto; provided to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that in any of them may suffer or incur by reason of the case failure of reimbursement any Party to perform any of counsel its Obligations. Any amount payable to the Creditors under this Section 11.3 shall bear interest from the second Business Day following the date of demand for payment at the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersDefault Rate.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Section 17.1Article VIII hereof, the Borrower or TPVG on behalf of the Borrower agrees to pay to the Program Agent and each Managing Agent promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on demand the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Program Agent, provided that if an Event of Termination shall have occurred and be continuing or the results of the previous audits were not complete and reasonably acceptable to the Program Agent, then the Borrower shall be responsible for a second audit during such period, provided, further that in connection with any increase of the Aggregate Commitment pursuant to Section 2.03(b) or 2.03(c) of this Agreement, the Borrower shall be responsible for the reasonable costs and expenses incurred in connection with one additional audit performed in connection therewith so long as such additional audit occurs after January 1, 2011, and (ii) all reasonable costs and expenses of the Facility Program Agent and each Managing Agent in connection with the preparation, executionexecution and delivery (including any requested amendments, delivery, syndication and administration waivers or consents) of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility Agreement and the other documents and agreements to be delivered hereunder or with respect heretohereunder, andincluding, subject to any cap on such costs without limitation, all pre-closing due diligence expenses and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-of- pocket expenses of special counsel for the Facility Program Agent and each Managing Agent with respect thereto and with respect to advising the Facility Program Agent and each Managing Agent and the related Lenders as to its their respective rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityAgreement, and to pay the other agreements executed pursuant hereto and (iii) all costs and expenses, if any out-of-pocket expenses (including reasonable counsel fees and expensesexpenses of outside counsel), incurred by the Program Agent and each Managing Agent in connection with any amendment to or maintenance or waiver of any of the Facility Agent, Documents after the Agents, the Lenders date hereof and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and the other agreements and documents and agreements to be delivered hereunder or with respect hereto; provided that in after the case occurrence of reimbursement an Event of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersTermination.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Section 17.1Article VIII hereof, the Borrower or TPVG on behalf of the Borrower agrees to pay to the Program Agent and each Managing Agent promptly after written demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement and the agreed upon procedures reports contemplated by Section 5.05(e) of this Agreement, provided that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with one audit of the Borrower, the Originator, and the Servicer, in each case during any twelve (12) month period beginning on demand the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Program Agent, provided that if an Event of Termination shall have occurred and be continuing or the results of the previous audits were not complete and reasonably acceptable to the Program Agent, then the Borrower shall be responsible for a second audit during such period, and (ii) all reasonable costs and expenses of the Facility Program Agent and each Managing Agent in connection with the preparation, executionexecution and delivery (including any requested amendments, delivery, syndication and administration waivers or consents) of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility Agreement and the other documents and agreements to be delivered hereunder or with respect heretohereunder, andincluding, subject to any cap on such costs without limitation, all pre-closing due diligence expenses and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-of- pocket expenses of special counsel for the Facility Program Agent and each Managing Agent with respect thereto and with respect to advising the Facility Program Agent and each Managing Agent and the related Lenders as to its their respective rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityAgreement, and to pay the other agreements executed pursuant hereto and (iii) all costs and expenses, if any out-of-pocket expenses (including reasonable counsel fees and expensesexpenses of outside counsel), incurred by the Program Agent and each Managing Agent in connection with any amendment to any of the Facility Agent, Documents after the Agents, the Lenders date hereof and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and the other agreements and documents and agreements to be delivered hereunder or with respect hereto; provided that in after the case occurrence of reimbursement an Event of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersTermination.

Costs, Expenses and Taxes. In addition to Except as otherwise provided in the rights of indemnification granted under Section 17.1Fee Letter, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Agent Agent-Related Persons in connection with the negotiation, preparation, executionprinting, deliveryreproduction, syndication syndication, execution and administration delivery of this Agreement, any Structured Lender Liquidity Arrangement or each other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect heretoLoan Document, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed modifications of (or supplements to) any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection with this Agreement and any Structured Lender Liquidity Arrangement herewith or other liquidity support facilitytherewith, including the reasonable fees and out-of-pocket expenses of counsel attorneys for the Facility Agent-Related Persons relating thereto (as well as the reasonable fees and out-of-pocket expenses of attorneys retained by the Administrative Agent in connection with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under routine administration of this Agreement and any Structured Lender Liquidity Arrangement or each other liquidity support facilityLoan Document), costs and expenses of the Agent-Related Persons relating to the publishing of announcements and related publicity relating to the transaction contemplated in this Agreement, and to pay all costs and expenses, if any expenses (including reasonable counsel attorneys’ fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliatesif any, in connection with the enforcement against TPVG of this Agreement. The Borrower additionally agrees to reimburse each Bank for all reasonable charges and disbursements of legal counsel and other expenses of enforcement for such Bank (including the allocated cost of staff counsel) arising in connection with any Event of Default if any Loan, interest thereon, or other amounts due hereunder payable to such Bank has not been paid when due, including the collection or enforcement of the Bank Obligations owing to such Bank. In addition, the Borrower shall pay any and all stamp, transfer and other Taxes (other than Excluded Taxes) payable or determined to be payable in connection with the execution and delivery of this Agreement, or any other Loan Document, or the Borrower making of this Agreement or any Extension of Credit, and agrees to save and hold harmless the other Transaction Documents Agent-Related Persons and the other documents each Bank from and agreements to be delivered hereunder or against any and all liabilities with respect hereto; provided that to or resulting from any delay in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, paying or omission to pay such reimbursement shall be limited to one counsel for all such Agents and LendersTaxes.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1to the Deal Agent, the Borrower Purchasers and their respective Affiliates under Article VI hereof, the Transferor agrees to pay on demand all costs and expenses incurred by a Purchaser or TPVG on behalf the Deal Agent, and their respective Affiliates, successors or assigns, with respect to enforcing their respective rights and remedies as against the Transferor under this Agreement, the Indenture, any Note, any other Deal Document and the other documents to be delivered hereunder or in connection herewith provided, however, that none of the Borrower Deal Agent, any Purchaser or any affiliate thereof shall be entitled to any such payment (and shall reimburse the Transferor for any such payments previously received) if such person has been determined by a court of competent jurisdiction to not be entitled to receive indemnification pursuant to Article VI hereof in connection with such enforcement. The Transferor also agrees to pay on demand all costs and expenses of the Purchasers and the Deal Agent, and their respective Affiliates, successors or assigns, if any (including reasonable counsel fees and expenses), incurred in connection with the negotiation, execution, and delivery of this Agreement and the transactions contemplated hereby, any removal of the Facility and/or the enforcement, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Indenture, the Note, any other Deal Document and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith. The Transferor also agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Facility Agent incurred by a Purchaser in connection with the preparationadministration (including rating agency requirements, execution, delivery, syndication modification and administration amendment) of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility the Deal Documents and the other documents and agreements to be delivered hereunder or with respect heretohereunder, andincluding, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrowerwithout limitation, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for Purchaser and the Facility Deal Agent with respect thereto and with respect to advising the Facility Agent Purchaser as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility AgentAgreement, the Agents, the Lenders and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Deal Documents and the other documents and agreements executed pursuant hereto. Any amounts subject to be delivered hereunder or with respect hereto; provided that in the case provisions of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement this Section 8.8 shall be limited paid by the Transferor to one counsel for all such Agents and Lendersthe Deal Agent within ten (10) Business Days following the Deal Agent's demand therefor.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, (including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto (and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expensesof local counsel, if any (including reasonable counsel fees and expensesany, who may be retained by said counsel), of the Facility Agent, the Agents, the Lenders and their respective Affiliates), in connection with the enforcement against TPVG or the Borrower preparation, execution, delivery and administration of this Agreement Agreement, the Notes and all other instruments or any of the other Transaction Documents and the other documents and agreements provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys' fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Bank in connection with respect hereto; provided that in the case enforcement of this Agreement, the Notes or any such other instruments or documents. Each Bank agrees to reimburse the Agent Credit Agreement for such Bank's pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the AgentsAgent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, the Company agrees to pay, and to hold the Lenders Agent and the Banks harmless from all liability for, any stamp or other than Taxes which may be payable in connection with the Facility Agentexecution and delivery of this Agreement, such reimbursement the borrowings hereunder, the issuance of the Notes (if any) or the execution and delivery of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided for in this Section 13.5 shall be limited to one counsel for all such Agents and Lenderssurvive repayment of the Loans, cancellation of the Notes or any termination of this Agreement.

Costs, Expenses and Taxes. In addition (a) By way of clarification, and not of limitation of Sections 1.7 or 3.1, the Seller shall pay to the rights Administrator, each Liquidity Agent, each Purchaser Agent and each member of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay each Purchaser Group on demand all reasonable costs and expenses of the Facility Agent in connection with (i) the preparation, execution, delivery, syndication delivery and administration (including amendments or waivers of any provision) of this Agreement, any Structured Lender Liquidity Arrangement Agreement or other liquidity support facility and the other Transaction Documents and other documents and agreements to be delivered hereunder and thereunder, (ii) the sale of the Purchased Interest (or with respect heretoany portion thereof) from the Seller to the Purchasers hereunder, and(iii) the perfection (and continuation) of the Administrator’s rights in the Receivables, subject Collections and other Pool Assets, (iii) the enforcement by the Administrator, any Purchaser Agent or any member of any Purchaser Group of the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (iv) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including Attorney Costs of legal counsel for the Administrator and any member of any Purchaser Group relating to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees foregoing or to pay advising the Administrator, any member of any Purchaser Group, any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under any Transaction Document or any other document, agreement or instrument related thereto and all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), Attorney Costs) of the Facility AgentAdministrator, the Agents, the Lenders each Purchaser Agent and their respective Affiliates, each Purchaser in connection with the enforcement against TPVG or administration of the Transaction Documents or any other document, agreement or instrument related thereto. The Seller shall reimburse the Administrator and each Purchaser Agent for the cost of such Person’s auditors auditing the books, records and procedures of the Seller or the Borrower Servicer and the cost of this Agreement such Person’s due diligence. The Seller shall reimburse each Conduit Purchaser on demand for all reasonable costs and expenses incurred by such Conduit Purchaser in connection with the Transaction Documents or any the transactions contemplated thereby, including certain costs related to the Rating Agencies and reasonable fees and out of pocket expenses of counsel of the other Administrator and each member of any Purchaser Group for advice relating to such Conduit Purchaser’s operation in connection with the transactions contemplated by the Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersDocuments.

Costs, Expenses and Taxes. In addition to Borrower shall pay on the rights of indemnification granted under Section 17.1Maturity Date, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Agent Lender in connection with the negotiation, preparation, execution, delivery, syndication administration (exclusive of general overhead expenses), amendment, waiver and administration enforcement of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement other Loan Document and any matter related thereto, and any litigation or other liquidity support facilitydispute with respect thereto (including any bankruptcy or similar proceedings), including without limitation the reasonable fees and out-of-pocket expenses of counsel for any legal counsel, independent public accountants and other outside experts. Notwithstanding Borrower's obligation to pay the Facility Agent with respect thereto foregoing costs and with expenses on the Maturity Date, such costs and expenses shall accrue interest at the rate set forth in the Note from the date that such costs and expenses were incurred by Lender (and such interest shall also be due and payable on the Maturity Date). With respect to advising costs and expenses incurred by Borrower and/or Lender in connection with the Facility Agent as to its rights negotiation, preparation, execution, delivery and remedies under amendment of this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityLoan Document and the transactions contemplated thereunder, and Borrower may request an Advance to pay all such costs and expenses (provided that the other terms and conditions set forth in this Agreement are satisfied). With respect to any litigation, arbitration or reference between the parties hereto in connection with any Loan Document, the losing party shall pay to the prevailing party the reasonable fees and out-of-pocket expenses of legal counsel to the prevailing party in connection therewith. Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes) and all costs, expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, charges payable or determined to be payable in connection with the enforcement against TPVG execution, delivery, filing or the Borrower recording of this Agreement Agreement, any other Loan Document or any of the other Transaction Documents and the other documents and agreements instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall (except as provided in Section 8.8) reimburse, hold harmless and indemnify Lender from and against any and all loss, liability or legal or other expense with respect hereto; provided to or resulting from any delay in paying or failure to pay any tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the failure of Borrower to perform any of his obligations under this Agreement or any other Loan Document. Any amount payable to Lender under this Section 8.4 shall, from the date of demand for payment, and any other amount payable to Lender under the Loan Documents which is not paid when due or within any applicable grace period shall, thereafter, bear interest at the rate set forth in the case of reimbursement of counsel for the Agents, Note and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lenderspayable on demand.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay on demand all reasonable and documented costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration filing, recording, administration, modification, amendment and/or waiver of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility the Loan Notes and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityhereunder, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent and the Paying Agent with respect thereto and with respect to advising the Facility Agent and the Paying Agent as to its rights and remedies responsibilities under this Agreement and any Structured Lender Liquidity Arrangement or the other liquidity support facility, and Transaction Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, ) (A) in connection with the enforcement against TPVG (whether through negotiations, legal proceedings or the Borrower otherwise) of this Agreement or any of Agreement, the other Transaction Documents Loan Notes and the other documents and agreements to be delivered hereunder and (B) incurred by the Agent or the Paying Agent in connection with the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Agent or its counsel may at any time after an Event of Default shall have occurred and be continuing, engage professional consultants selected by the Agent to conduct additional due diligence with respect hereto; provided that to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the case Collateral, assess the reasonableness of reimbursement of counsel the methodology for the Agentsequitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the Lenders other than asset base of the Facility Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such professional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Agent, the Paying Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such reimbursement shall be limited to one counsel for all such Agents and LendersOther Taxes.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, (including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto (and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expensesof local counsel, if any (including reasonable counsel fees and expensesany, who may be retained by said counsel), of the Facility Agent, the Agents, the Lenders and their respective Affiliates), in connection with the enforcement against TPVG or the Borrower preparation, execution, delivery and administration of this Agreement Agreement, the Notes and all other instruments or any of the other Transaction Documents and the other documents and agreements provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys' fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Bank in connection with respect hereto; provided that in the case enforcement of reimbursement this Agreement, the Notes or any such other instruments or documents. Each Bank agrees to reimburse the Agent for such Bank's pro rata share (based upon its respective Percentage) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the AgentsAgent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, the Company agrees to pay, and to hold the Lenders Agent and the Banks harmless from all liability for, any stamp or other than Taxes which may be payable in connection with the Facility Agentexecution and delivery of this Agreement, such reimbursement the borrowings hereunder, the issuance of the Notes or the execution and delivery of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided for in this Section 13.5 shall be limited to one counsel for all such Agents and Lenderssurvive repayment of the Loans, cancellation of the Notes or any termination of this Agreement.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, (including the reasonable fees and out-of-pocket expenses of a single counsel for the Facility Agent with respect thereto (and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expensesof local counsel, if any (including reasonable counsel fees and expensesany, who may be retained by said counsel), of the Facility Agent, the Agents, the Lenders and their respective Affiliates), in connection with the enforcement against TPVG or the Borrower preparation, execution, delivery and administration of this Agreement Agreement, the Committed Notes and all other instruments or any of the other Transaction Documents and the other documents and agreements provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Bank in connection with respect hereto; provided that in the case enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Bank agrees to reimburse the Agent for such Bank’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the AgentsAgent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, the Company agrees to pay, and to hold the Lenders Agent and the Banks harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other than instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Facility AgentCommitted Loans, such reimbursement shall be limited to one counsel for all such Agents and Lenderscancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1Borrower shall pay (or, the Borrower or TPVG if already paid, reimburse Bank for) on behalf of the Borrower agrees to pay on demand demand: (a) all reasonable costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication filing, recording and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityCredit Documents, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent Bank, with respect thereto thereto, with respect to any modifications thereof, with respect to reviewing and evaluating any Collateral and with respect to advising the Facility Agent Bank as to its rights and remedies responsibilities under this Agreement and any Structured Lender Liquidity Arrangement the Credit Documents after an Event of Default or other liquidity support facilityDefault, and to pay (b) all costs and expenses, if any expenses (including reasonable counsel fees and expenses), of including those incurred at the Facility Agent, the Agents, the Lenders appellate level and their respective Affiliates, in any insolvency proceedings) in connection with the enforcement against TPVG or of the Borrower Credit Documents, and (c), without limiting the generality of this Agreement or clause (a) above, all surveying costs, all appraisal fees, all environmental review costs, all title insurance premiums, all search costs, all filing fees and all Collateral inspection expenses. Bank is hereby irrevocably authorized (but not required) to deduct any of the foregoing items from any account of Borrower with Bank or to make an Advance to pay for it (whether or not requested); provided, that Bank shall provide to Borrower a statement of such items before any such deduction. In addition, Borrower shall pay on demand any and all documentary stamp, intangibles and other Transaction Documents taxes and the other documents and agreements fees payable or determined to be delivered hereunder payable in connection with the execution, delivery, filing or recording of the Credit Documents or in connection with any Advances, and agrees to indemnify and save Bank harmless from and against any and all liabilities with respect hereto; provided to or resulting from any delay in paying or omission to pay such taxes and fees. Without limiting the force or effect of the immediately preceding sentence, Borrower hereby authorizes Bank to deduct from the amount of any Advance that is disbursed to Borrower the amount of any intangibles or documentary stamp tax that may be payable in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, connection with such reimbursement shall be limited to one counsel for all such Agents and LendersAdvance.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees to shall pay on demand all the reasonable costs and expenses of the Facility Administrative Agent and the Lead Arranger in connection with the negotiation, preparation, executionexecution and delivery of the Loan Documents, deliveryand of the Administrative Agent, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility the Issuing Bank and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent Banks in connection with any amendmentsthe amendment, waivers waiver, refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or consents executed in connection with this Agreement attempted enforcement of the Loan Documents, and any Structured Lender Liquidity Arrangement or matter related thereto, including, without limitation, filing fees, recording fees, title insurance fees, appraisal fees, search fees and other liquidity support facility, including out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel for (including the Facility allocated fees and all disbursements and other expenses of any internal legal counsel), independent public accountants and other outside experts retained by the Administrative Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and or any Structured Lender Liquidity Arrangement or other liquidity support facilityBank, and to pay all costs including, without limitation, any costs, expenses or fees incurred or suffered by the Administrative Agent or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower; provided that (a) Administrative Agent and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective AffiliatesBanks shall, in connection with any such amendment, waiver, refinancing, restructuring, reorganization, enforcement or attempted enforcement of the enforcement against TPVG Loan Documents shall use their best efforts to avoid duplicative efforts by legal counsel on behalf of Administrative Agent and one or more Banks, and (b) in the event that Borrower is the prevailing party in any proceeding referred to above (other than any proceeding commenced or maintained after any bankruptcy or insolvency proceeding with respect to Borrower), Borrower shall be entitled to reimbursement of its reasonable attorneys fees and costs. Borrower shall pay any and all documentary and other taxes (other than income or gross receipts taxes generally applicable to banks) and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement Agreement, any other Loan Document or any of the other Transaction Documents and the other documents and agreements instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify the Administrative Agent and the Banks from and against any and all loss, liability or legal or other expense with respect hereto; provided to or resulting from any delay in paying or failure to pay any tax, cost, expense, fee or charge or that in any of them may suffer or incur by reason of the case failure of reimbursement any Party to perform any of counsel its Obligations. Any amount payable to the Administrative Agent or any Bank under this Section shall bear interest at the Default Rate from the second Banking Day of a demand for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lenderspayment.

Costs, Expenses and Taxes. In addition The Authority will pay (i) the reasonable fees and disbursements of Xxxxxxx and Xxxxxx LLP, special counsel to the rights of indemnification granted under Section 17.1Lender, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Agent incurred in connection with the preparation, execution, delivery, syndication filing and administration and delivery of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility Agreement and the other documents Program Documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap (ii) promptly on such costs demand (A) the fees and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf disbursements of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement counsel or other liquidity support facility, including reasonably required consultants to the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and Lender with respect to advising the Facility Agent such Persons as to its the rights and remedies responsibilities under this Agreement and the other Program Documents after the occurrence of any Structured Lender Liquidity Arrangement Default or other liquidity support facilityalleged Default hereunder, and to pay or an Event of Default, (B) all reasonable costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliatesany, in connection with any waiver or amendment of, or the giving of any approval or consent under, or any response thereto or the enforcement against TPVG of this Agreement, the Program Documents and any other documents which may be delivered in connection herewith or therewith, including in each case the Borrower reasonable fees and disbursements of counsel to the Lender or other reasonably required consultants and (C) any amounts reasonably advanced by or on behalf of the Lender to the extent required to cure any Default, Event of Default or event of nonperformance hereunder or under any Program Document, together with interest at the Default Rate. In addition, the Authority shall pay any and all stamp taxes, transfer taxes, documentary taxes, and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing, and recording of this Agreement or any and the security contemplated by the Program Documents (other than taxes based on the net income of the other Transaction Documents Lender) and agrees to indemnify and hold the other documents Lender harmless from and agreements to be delivered hereunder or against any and all liabilities with respect heretoto or resulting from any delay in paying, or omission to pay, such taxes and fees, including interest and penalties thereon; provided, however, that the Authority may reasonably contest any such taxes or fees with the prior written consent of the Lender, which consent, if an Event of Default does not then exist, shall not be unreasonably withheld. In addition, the Authority agrees to pay, after the occurrence of a Default, alleged Default or an Event of Default, all costs and expenses (including attorneys’ fees and costs of settlement) incurred by the Lender in enforcing any obligations or in collecting any payments due from the Authority hereunder by reason of such Default, alleged Default or Event of Default or in connection with any refinancing or restructuring of the credit arrangements provided that under this Agreement in the case nature of reimbursement a “workout” or of counsel for the Agentsany collection, and the Lenders insolvency, bankruptcy proceedings or other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lendersenforcement proceedings resulting therefrom.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1Borrowers shall pay within five Business Days after demand, accompanied by an invoice therefor, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Administrative Agent in connection with the negotiation, preparation, executionsyndication, delivery, syndication execution and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf delivery of the Borrower further agrees to Loan Documents and any amendment thereto or waiver thereof. Borrowers shall also pay all on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Facility Administrative Agent and the Lenders in connection with any amendmentsthe refinancing, waivers restructuring, reorganization (including a bankruptcy reorganization) and enforcement or consents executed in connection with this Agreement attempted enforcement of the Loan Documents, and any Structured Lender Liquidity Arrangement or matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other liquidity support facility, including out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any of Borrowers or any Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrowers, the administrative costs of the Administrative Agent reasonably attributable thereto. Borrowers shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by its overall net income imposed on it by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business" or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for the Facility Agent with respect thereto and any period with respect to advising which it has failed to provide Borrowers with the Facility Agent as appropriate form or forms required by Section 12.21, to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilitythe extent such forms are then required by applicable Laws, and to pay all costs and costs, expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, charges payable or determined to be payable in connection with the enforcement against TPVG filing or the Borrower recording of this Agreement Agreement, any other Loan Document or any of the other Transaction Documents and the other documents and agreements instrument or writing to be delivered hereunder or thereunder, or in connection with respect hereto; provided that any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in Section 12.11 the case of reimbursement of counsel for the Agents, Administrative Agent and the Lenders from and against any and all loss, liability or legal or other than expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the Facility Agent, such reimbursement failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section shall be limited to one counsel bear interest from the second Business Day following the date of demand for all such Agents and Lenderspayment at the Default Rate.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Section 17.1SECTION 3.1 hereof, the Borrower or TPVG on behalf of the Borrower Seller agrees to pay on demand all reasonable costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication delivery and administration (including periodic auditing of Pool Receivables) of this Agreement, any Structured Lender the Liquidity Arrangement or other liquidity support facility Agreement, the Insurance Agreement, the Purchase and Sale Agreement, the Backup Servicing Agreement and the other documents and agreements to be delivered hereunder or with respect heretoin connection herewith, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay including all reasonable costs and expenses relating to the amending, amending and restating, modifying or supplementing of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility AgentAgreement, the AgentsLiquidity Agreement, the Lenders Insurance Agreement, the Purchase and their respective AffiliatesSale Agreement, in connection with the enforcement against TPVG or the Borrower of this Backup Servicing Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or in connection herewith and the waiving of any provisions thereof, and including in all cases, without limitation, Attorney Costs for the Agent, each Purchaser, each Program Support Provider, each Purchaser Agent, the Insurer, the Backup Servicer, any successor Servicer and their respective Affiliates and agents with respect hereto; provided thereto and with respect to advising the Agent, the Purchaser, each Program Support Provider, the Insurer and their respective Affiliates and agents as to their rights and remedies under this Agreement and the other Transaction Documents (PROVIDED that unless a Termination Event, ADESA Financial Covenant Event or Unmatured Termination Event shall have occurred, the costs and expenses payable in connection with the case administration of reimbursement of counsel for the AgentsTransaction Documents (excluding any costs and expenses in connection with any amendment, amendment and restatement, modification, supplement or waiver and any costs and expenses in connection with enforcement) in any year shall not exceed $50,000), and the Lenders other than the Facility all reasonable costs and expenses, if any (including Attorney Costs), of each Purchaser Agent, such reimbursement shall be limited to one counsel for all such Agents each Purchaser, each Program Support Provider, the Insurer, the Agent, the Backup Servicer, any successor Servicer and Lenderstheir respective Affiliates and agents, in connection with the enforcement of this Agreement and the other Transaction Documents.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on written demand all reasonable and documented out-of-pocket costs and expenses of the Facility Administrative Agent (including Attorney Costs and any taxes) in connection with the preparation, execution, deliverysyndication, syndication delivery and administration (including the costs of Intralinks (or other similar service), if applicable) of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other Loan Documents and all other documents and agreements provided for herein or delivered or to be delivered hereunder or with respect heretoin connection herewith (including any amendment, and, subject supplement or waiver to any cap on such costs Loan Document), whether or not the transactions contemplated hereby or thereby shall be consummated, and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket costs and expenses (including Attorney Costs and any taxes) incurred by the Administrative Agent and each Lender after an Event of Default in connection with the collection of the Obligations or the enforcement of this Agreement, the other Loan Documents or any such other documents or during any workout, restructuring or negotiations in respect thereof; provided that Attorney Costs shall be limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Administrative Agent and the Lenders (taken as a whole) or all indemnified parties (taken as a whole), as the case may be, and, if reasonably necessary, a single local counsel for the Facility Administrative Agent with respect thereto and the Lenders (taken as a whole) or all indemnified parties (taken as a whole), as the case may be, in each relevant jurisdiction and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityeach relevant specialty, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement an actual or perceived conflict of interest, one additional counsel for in each relevant jurisdiction to the Agentsaffected indemnified parties similarly situated and taken as a whole). In addition, the Company agrees to pay, and to save the Administrative Agent and the Lenders other than harmless from all liability for, any fees of the Facility Agent, such reimbursement shall be limited Company’s auditors in connection with any reasonable exercise by the Administrative Agent and the Lenders of their rights pursuant to one counsel for all such Agents and LendersSection 10.2.

Costs, Expenses and Taxes. In addition The Borrower agrees, subject to the rights of indemnification granted under Section 17.1Fee Letter to the extent applicable, to pay, or cause to be paid (A) on the Borrower Effective Date and on such later date or TPVG dates on behalf of which the Borrower agrees to pay on demand Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of outside counsel for the Liquidity Provider) of the Facility Agent Liquidity Provider in connection with the preparation, negotiation, execution, delivery, syndication filing and administration recording of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility Operative Agreement and the any other documents and agreements to which may be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility(B) on demand, including the all reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any expenses (including reasonable counsel fees and expenses), ) of the Facility Agent, the Agents, the Lenders and their respective Affiliates, Liquidity Provider in connection with (i) the enforcement against TPVG or the Borrower of this Agreement or any other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall be effective), (iii) the replacement of this Agreement by a Replacement Liquidity Facility pursuant to Section 3.5(e)(i) of the Intercreditor Agreement or (iv) any action or proceeding relating to any order, injunction, or other Transaction Documents process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, the Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of funds in the Class A Cash Collateral Account relating to this Liquidity Facility. In addition, the Borrower shall pay any and the all recording, stamp and other documents similar taxes and agreements fees payable or determined to be delivered hereunder or payable in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to hold the Liquidity Provider harmless from and against any and all liabilities with respect hereto; provided that to or resulting from any delay in paying or omission to pay such taxes or fees. Notwithstanding the foregoing, any obligation of the Borrower (or United) to reimburse or pay fees of counsel for the Liquidity Provider (pursuant to this Section 7.07 or any other applicable provision of the Operative Agreements) shall be based on (and limited to) one counsel for all “Liquidity Providers” for the Class A Certificates (and, (i) in the case of reimbursement any conflict of counsel interest (excluding for the Agentsavoidance of doubt any conflicts, and the Lenders other than the Facility Agentany reimbursement for legal fees, attributable to transfers between, or separate agreements or claims between or among, any such reimbursement shall be limited “Liquidity Providers”), up to one additional counsel for all [Revolving Credit Agreement (2020-1A)] affected “Liquidity Providers”, and (ii) one Federal Aviation Administration counsel and/or local counsel in any relevant jurisdiction), as selected by the applicable such Agents and Lenders“Liquidity Provider” (as among the relevant such “Liquidity Providers” so having the right to select such counsel) having the highest outstanding aggregate amount of Liquidity Obligations (taking into account all Liquidity Facilities for Class A Certificates) or as may otherwise be agreed as among such “Liquidity Providers” in respect of such selection.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, (including the reasonable fees and out-of-pocket expenses of a single counsel for the Facility Agent with respect thereto (and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expensesof local counsel, if any (including reasonable counsel fees and expensesany, who may be retained by said counsel)), of incurred after the Facility Agent, the Agents, the Lenders and their respective AffiliatesClosing Date, in connection with the enforcement against TPVG administration of, and any amendment to, this Agreement, the Committed Notes and all other instruments or the Borrower of this Agreement documents provided for herein or any of the other Transaction Documents and the other documents and agreements delivered or to be delivered hereunder or in connection herewith (excluding costs and expenses incurred in connection with respect hereto; provided that a restructuring contemplated in Section 8.17) and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the case Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Lenders and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the AgentsAgent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, the Company agrees to pay, and to hold the Agent and the Lenders harmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other than instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation. All obligations provided for in this Section 12.5 shall survive repayment of the Facility AgentCommitted Loans, such reimbursement shall be limited to one counsel for all such Agents and Lenderscancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. In addition Borrower shall pay promptly after demand, accompanied by an invoice therefor, the reasonable out-of-pocket costs and expenses (including without limitation, the allocated fees and expenses of an in-house counsel), of the Administrative Agent in connection with the negotiation, preparation, syndication, administration, execution and delivery of the Loan Documents. Borrower shall pay promptly after demand, accompanied by an invoice therefor, the reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with any amendment to the rights of indemnification granted under Section 17.1, the Borrower Loan Documents or TPVG on behalf any waiver of the Borrower agrees to pay on demand all terms thereof, and the reasonable costs and expenses of the Facility Administrative Agent and, after a Default, the Lenders in connection with the preparationrefinancing, executionrestructuring, deliveryreorganization (INCLUDING a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such matter related thereto. The foregoing costs and expenses agreed upon in a separate letter agreement among shall include the Borroweractual environmental review fees, TPVG filing fees, recording fees, title insurance premiums and the Facility Agent fees, appraisal fees, search fees, and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs other out-of-pocket expenses and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of any legal counsel for (INCLUDING reasonably allocated costs of legal counsel employed by the Facility Administrative Agent), independent public accountants and other outside experts retained by the Administrative Agent, whether or not such costs and expenses are incurred or suffered by the Administrative Agent in connection with respect thereto or during the course of any bankruptcy or insolvency proceedings of any Obligor. Such costs and with respect to advising expenses shall also include, in the Facility case of any amendment or waiver of any Loan Document, the administrative costs of the Administrative Agent as to its rights reasonably attributable thereto. Borrower shall pay any and remedies under this Agreement all documentary, recording, stamp and any Structured Lender Liquidity Arrangement or other liquidity support facilitytaxes, and to pay all costs and costs, expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, charges payable or determined to be payable in connection with the enforcement against TPVG filing or the Borrower recording of this Agreement Agreement, any other Loan Document or any of the other Transaction Documents and the other documents and agreements instrument or writing to be delivered hereunder or thereunder, or in connection with respect hereto; provided that in any transaction pursuant hereto or thereto. Any amount payable to the case Administrative Agent or any Lender under this Section 11.3 shall bear interest from the date of reimbursement of counsel formal written demand for payment after delinquency at the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersDefault Rate.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Section 17.1Article VIII hereof, the Borrower or TPVG on behalf of the Borrower agrees to pay to the Program Agent and each Managing Agent within thirty (30) days after demand thereof (i) all reasonable costs and expenses incurred in connection with the periodic auditing of the Borrower and the Servicer pursuant to Section 5.01(c) or 5.04(c) of this Agreement; provided, that the Borrower shall only be responsible for the reasonable costs and expenses incurred in connection with (a) one audit of the Borrower and the Servicer while a Level 1 Ratings Period is in effect or (b) two audits of the Borrower and the Servicer while a Level 1 Ratings Period is not in effect, in each case during any twelve (12) month period beginning on demand the date hereof and on each anniversary of the date hereof, and in each case, so long as (x) no Event of Termination shall have occurred and be continuing and (y) the results of the previous audits were complete and reasonably acceptable to the Program Agent and (ii) all reasonable costs and expenses of the Facility Program Agent and each Managing Agent in connection with the preparation, executionexecution and delivery (including any requested amendments, delivery, syndication and administration waivers or consents) of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility Agreement and the other documents and agreements to be delivered hereunder or with respect heretohereunder, andincluding, subject to any cap on such costs without limitation, all pre-closing due diligence expenses and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of special counsel for the Facility Program Agent and each Managing Agent with respect thereto and with respect to advising the Facility Program Agent and each Managing Agent and the related Lenders as to its their respective rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityAgreement, and to pay the other agreements executed pursuant hereto and (iii) all costs and expenses, if any out-of-pocket expenses (including reasonable counsel fees and expensesexpenses of outside counsel), incurred by the Program Agent and each Managing Agent in connection with any amendment to any of the Facility Agent, Documents after the Agents, the Lenders Effective Date and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and the other agreements and documents and agreements to be delivered hereunder or with respect hereto; provided that in after the case occurrence of reimbursement an Event of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersTermination.

Costs, Expenses and Taxes. In addition to The Borrower agree upon and following the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees date hereof (a) to pay on demand or reimburse the Administrative Agent for all reasonable and documented out-of-pocket costs and expenses of the Facility Agent incurred in connection with the preparation, execution, deliverynegotiation, syndication and administration execution of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility Agreement and the other documents Loan Documents, and agreements any amendment, waiver, consent or other modification of the provisions hereof and thereof, and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of one attorney for all Lenders and the Administrative Agent and such other local counsel in each foreign jurisdiction as agreed between the Administrative Agent and the Borrower, and (b) to be delivered hereunder pay or reimburse the Administrative Agent and each Lender for all reasonable and documented out-of-pocket costs and expenses incurred in connection with respect hereto, and, subject to the enforcement of any cap on rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses agreed upon incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs of counsel (which counsel shall be limited as provided in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable Section 10.05). The foregoing costs and expenses of the Facility Agent in connection with any amendmentsshall include all reasonable search, waivers or consents executed in connection with this Agreement filing, recording, title insurance and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable appraisal charges and fees and taxes related thereto, and other reasonable and documented out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies incurred by any Agent. All amounts due under this Agreement and Section 10.04 shall be paid promptly (but in any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any event within thirty (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, in connection with the enforcement against TPVG or 30) days) following receipt by the Borrower of an invoice relating thereto setting forth such expenses in reasonable detail. The agreements in this Agreement Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all of the Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that Lender, in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lendersits sole discretion.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.17 hereof, the Borrower or TPVG on behalf of the Borrower each Originator, jointly and severally, agrees to pay on demand demand: (a) all reasonable out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, negotiation, execution, delivery, syndication delivery and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility Agreement and the other documents Transaction Documents (together with all amendments, restatements, supplements, consents and agreements waivers, if any, from time to be delivered hereunder or with respect heretotime hereto and thereto), and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among including (i) the Borrower, TPVG and reasonable Attorney Costs for the Facility Administrative Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent Purchaser Parties with respect thereto and with respect to advising the Facility Administrative Agent and the other Purchaser Parties as to its their rights and remedies under this Agreement and the other Transaction Documents and (ii) reasonable and documented accountants’, auditors’ and consultants’ fees and expenses for the Administrative Agent and the other Purchaser Parties and the fees and charges of any Structured Lender Liquidity Arrangement Rating Agency incurred in connection with the administration and maintenance of this Agreement or advising the Administrative Agent or any other liquidity support facilityPurchaser Party as to their rights and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction Document and (b) all stamp, franchise and other Taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and the other Transaction Documents, and agrees to indemnify each Originator Indemnified Party and their respective Affiliates against any liabilities for, or resulting from any delay in paying (or failure to pay), such Taxes and fees. In addition, each Originator agrees to pay on demand all reasonable out-of-pocket and documented costs and expenses, if any expenses (including reasonable counsel fees and expensesAttorney Costs), of the Facility AgentAdministrative Agent and the other Purchaser Parties, the Agents, the Lenders and their respective Affiliates, incurred in connection with the enforcement against TPVG of any of their respective rights or remedies under the Borrower provisions of this Agreement or any of and the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersDocuments.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf obligations of the Borrower Originators and Servicers under Article IX, each Originator, severally and for itself alone, agrees to pay on demand demand: (a) to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder all reasonable and documented out-of- pocket costs and expenses of the Facility Agent in connection with the preparation, negotiation, execution, delivery, syndication delivery and administration of this AgreementAgreement (together with all amendments, restatements, supplements, consents and waivers, if any, from time to time hereto), including, without limitation, (i) the reasonable Attorney Costs for the Buyer (and any Structured Lender Liquidity Arrangement or other liquidity support facility successor and the other documents permitted assigns thereof) and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf third-party beneficiary of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent Buyer’s rights hereunder with respect thereto and with respect to advising the Facility Agent any such Person as to its their rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or the other liquidity support facilityTransaction Documents (in each case, and limited to pay a single counsel for all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders Purchaser Parties and their respective Affiliates) and (ii) subject to Section 6.1(c), reasonable and documented accountants’, auditors’ and consultants’ fees and expenses for the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder incurred in connection with the administration and maintenance of this Agreement or advising any such Person as to their rights and remedies under this Agreement or as to any actual or reasonably claimed breach of this Agreement or any other Transaction Document; (b) to the Buyer (and any successor and permitted assigns thereof) and any third-party beneficiary of the Buyer’s rights hereunder all reasonable and documented out-of- pocket costs and expenses (including Attorney Costs), of any such Person incurred in connection with the enforcement against TPVG of any of their respective rights or remedies under the Borrower provisions of this Agreement or any of and the other Transaction Documents Documents; and the (c) any and all present or future stamp or documentary Taxes or any other documents and agreements to be delivered excise or property Taxes, charges or similar levies or fees arising from any payment made hereunder or from the execution, delivery, filing, recording or enforcement of, or otherwise in respect of, this Agreement, except any such Taxes that are imposed with respect hereto; provided that in to an assignment or participation by a Purchaser pursuant to the case of reimbursement of counsel for the AgentsReceivables Purchase Agreement, and the Lenders other than the Facility Agent, agrees to indemnify each Purchase and Sale Indemnified Party against any liabilities with respect to or resulting from any delay in paying or omitting to pay such reimbursement shall be limited to one counsel for all such Agents taxes and Lendersfees. SECTION 10.7.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay (a) on demand all reasonable costs and expenses of the Facility Agent in connection with Closing Date to the preparationextent invoiced at least three (3) Business Days prior thereto, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of Xxxxx Xxxx & Xxxxxxxx, counsel for JPMCB, and Xxxxxxxx, Xxxxx & Xxxxxx LLP, counsel for Fleet, in connection with the preparation, execution, delivery and syndication of the documents involved in each Bank's Commitment and of the Loan Documents and (b) within 30 days after receiving appropriate documentation thereof, the reasonable fees and out-of-pocket expenses of Xxxxxxxx, Xxxxx & Xxxxxx LLP, counsel for the Facility Agent Agent, in connection with respect thereto the amendment and with respect to advising administration of the Facility Agent as to its rights documents involved in each Bank's Commitment and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and of the Loan Documents. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expensesexpenses (including without limitation reasonable attorneys' fees (including the allocated costs of staff counsel, provided that any allocation of such costs is made in accordance with the relevant Bank's customary practice and is without duplication of the expense of any outside counsel for the relevant Bank for the relevant matter, there being a general understanding or presumption that the hourly rates and time charges for in-house counsel will not exceed those charged by outside counsel)) incurred by the Agent and, to the extent incurred in connection with suing on a Note or any Loan Document, any of the Banks, upon or after an Event of Default, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliatesany, in connection with the enforcement against TPVG of any Loan Document and any amendments thereof or in connection with any amendments, waivers or consents of or under any Loan Document. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other related out-of-pocket expenses incurred by the Agent. In addition, the Borrower of this Agreement shall pay on demand any and all stamp and other taxes and fees payable or any reasonably determined to be payable in connection with the execution and delivery of the other Transaction Loan Documents and agrees to save the other documents Agent and agreements to be delivered hereunder or the Banks harmless from and against any and all liabilities with respect hereto; provided that to or resulting from any delay in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, paying or omission to pay such reimbursement shall be limited to one counsel for all such Agents and Lenderstaxes or fees.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the (a) The Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Agent in connection with the preparation, executionissuance, delivery, syndication filing, recording, and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the Letters of Credit, the Loans, the other Extensions of Credit and any other documents and agreements to which may be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityAgreement, including including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Facility Administrative Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Issuing Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, incurred in connection with the enforcement against TPVG or the Borrower preparation and negotiation of this Agreement or any Agreement, the Letters of Credit, the Loans, the other Transaction Documents Extensions of Credit and any document delivered in connection therewith and all costs and expenses incurred by the other documents and agreements to be delivered hereunder or with respect hereto; provided that Administrative Agent (and, in the case of reimbursement clause (iii) or (iv) below, any Lender) (including reasonable fees and out of counsel for pocket expenses of counsel) in connection with (i) the Agentstransfer, drawing upon, change in terms, maintenance, renewal or cancellation of this Agreement, the Letters of Credit, the Loans and the other Extensions of Credit, (ii) any and all amounts which the Administrative Agent or any Lender has paid relative to the Administrative Agent’s or such Lender’s curing of any Event of Default resulting from the acts or omissions of the Borrower under this Agreement, any other Loan Document or any Related Document, (iii) the enforcement of, or protection of rights under, this Agreement, any other Loan Document or any Related Document (whether through negotiations, legal proceedings or otherwise), (iv) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Issuing Lender from paying any amount under the Letters of Credit or (v) any waivers or consents or amendments to or in respect of this Agreement, the Letters of Credit, the Loans or the other Extensions of Credit requested by the Borrower. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the Letters of Credit, the Loans, the other Extensions of Credit or any of such other documents, and agree to save the Issuing Lender, the Administrative Agent and the Lenders other than the Facility Agent, harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such reimbursement shall be limited to one counsel for all such Agents taxes and Lendersfees.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, (including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto (and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expensesof local counsel, if any (including reasonable counsel fees and expensesany, who may be retained by said counsel), of the Facility Agent, the Agents, the Lenders and their respective Affiliates), in connection with the enforcement against TPVG or the Borrower preparation, execution, delivery and administration of this Agreement Agreement, the Notes and all other instruments or any of the other Transaction Documents and the other documents and agreements provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) Credit Agreement all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Bank in connection with respect hereto; provided that in the case enforcement of this Agreement, the Notes or any such other instruments or documents. Each Bank agrees to reimburse the Agent for such Bank’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the AgentsAgent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, the Company agrees to pay, and to hold the Lenders Agent and the Banks harmless from all liability for, any stamp or other than Taxes which may be payable in connection with the Facility Agentexecution and delivery of this Agreement, such reimbursement the borrowings hereunder, the issuance of the Notes (if any) or the execution and delivery of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided for in this Section 13.5 shall be limited to one counsel for all such Agents and Lenderssurvive repayment of the Loans, cancellation of the Notes or any termination of this Agreement.

Costs, Expenses and Taxes. In addition to Borrower and the rights of indemnification granted under Section 17.1Co-Borrowers ------------------------- shall pay within five Banking Days after demand, accompanied by an invoice therefor, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Administrative Agent and the Lead Arranger in connection with the negotiation, preparation, executionsyndication, delivery, syndication execution and administration delivery of this Agreement, the Loan Documents and any Structured Lender Liquidity Arrangement amendment thereto or other liquidity support facility waiver thereof. Borrower and the other documents and agreements to be delivered hereunder or with respect heretoCo-Borrowers shall also pay on demand, andaccompanied by an invoice therefor, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent Creditors in connection with any amendmentsthe refinancing, waivers restructuring, reorganization (including a --------- bankruptcy reorganization) and enforcement or consents executed in connection with this Agreement attempted enforcement of the Loan Documents, and any Structured Lender Liquidity Arrangement or matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other liquidity support facility, including the reasonable fees and out-of-pocket expenses and the reasonable fees and out- of-pocket expenses of any legal counsel (including reasonably allocated costs of --------- legal counsel employed by the Administrative Agent or any Bank), independent public accountants and other outside experts retained by the Administrative Agent or any Bank, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower or the Co- Borrowers, the administrative costs of the Administrative Agent reasonably attributable thereto. Borrower and the Co-Borrowers shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole --------- or in part by overall net income, gross income or gross receipts and franchise taxes imposed on any Bank by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business", (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iii) any withholding tax or other taxes based on gross income imposed by the United States of America for the Facility Agent with respect thereto and any period with respect to advising which it has failed to provide Borrower with the Facility Agent as appropriate form or forms required by Section 11.21, to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilitythe extent such forms are then required by applicable Laws, and to pay all costs and costs, expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, charges payable or determined to be payable in connection with the enforcement against TPVG filing or the Borrower recording of this Agreement Agreement, any other Loan Document or any of the other Transaction Documents and the other documents and agreements instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in 11.11 the Creditors from and against any and all loss, liability or legal or other expense with respect hereto; provided to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that in any of them may suffer or incur by reason of the case failure of reimbursement any Party to perform any of counsel its Obligations. Any amount payable to the Administrative Agent or any Bank under this Section shall bear interest from the second Banking Day following the date of demand for payment at the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersDefault Rate.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration filing, recording, administration, modification, amendment and/or waiver of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility the Loan Notes and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityhereunder, including the reasonable fees and out-of-out of pocket expenses of one counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies responsibilities under this Agreement and any Structured Lender Liquidity Arrangement or the other liquidity support facility, and Transaction Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, expenses for one counsel) (A) in connection with the enforcement against TPVG (whether through negotiations, legal proceedings or the Borrower otherwise) of this Agreement or any of Agreement, the other Transaction Documents Loan Notes and the other documents and agreements to be delivered hereunder and (B) incurred by the Agent in connection with the transactions described herein and in the other [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 9.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Agent or its counsel may at any time after an Event of Default shall have occurred and be continuing, engage professional consultants selected by the Agent to conduct additional due diligence with respect hereto; provided that to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the case Collateral, assess the reasonableness of reimbursement of counsel the methodology for the Agentsequitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the Lenders other than asset base of the Facility AgentBorrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such reimbursement professional consultants, in accordance with the provisions of this Section 9.6, shall be limited to one counsel for all such Agents at the sole cost and Lendersexpense of the Borrower.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees (a) to pay on demand or reimburse Administrative Agent for all reasonable costs and expenses of the Facility Agent incurred in connection with the development, preparation, executionnegotiation, deliveryand execution of this Agreement and the other Loan Documents and any amendment, syndication waiver, consent, or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement, any Structured Lender Liquidity Arrangement Agreement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on Loan Documents (including all such costs and expenses agreed upon incurred during any “workout” or restructuring in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf respect of the Borrower further agrees to pay Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all reasonable Attorney Costs. The foregoing costs and expenses of the Facility Agent in connection with any amendmentsshall include all search, waivers or consents executed in connection with this Agreement filing, recording, title insurance, and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable appraisal charges and fees and taxes related thereto, and other out-of-pocket expenses incurred by Administrative Agent. All amounts due under this Section 11.2 shall be payable within ten (10) Business Days after demand therefor. Any amount payable to Administrative Agent and any Lender under this Section 11.2 shall, from the date of counsel demand for payment, and any other amount payable to Administrative Agent under the Facility Agent with respect thereto and Loan Documents which is not paid when due or within any applicable grace period shall, thereafter, bear interest at the rate in effect under each Note with respect to advising Reference Rate Borrowings. The agreements in this Section 11.2 shall survive the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay repayment of all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersObligations.

Costs, Expenses and Taxes. In addition (a) By way of clarification, and not of limitation, of Sections 1.7 or 3.1, the Seller shall pay to the rights Administrator and each member of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay each Purchaser Group on demand all reasonable costs and expenses in connection with (i) the preparation, execution, delivery and administration (including amendments or waivers of any provision) of this Agreement or the other Transaction Documents, (ii) the sale of the Facility Purchased Interest (or any portion thereof), (iii) the perfection (and continuation) of the Administrator’s rights in the Receivables, Collections and other Pool Assets, (iv) the enforcement by the Administrator, any Purchaser Agent or any member of any Purchaser Group party to this Agreement of the obligations of the Seller, the Servicer, the Originators or the Sub-Originators under the Transaction Documents or of any Obligor under a Receivable and (v) the maintenance by the Administrator of the Collection Accounts (and any related Lock-Box), including reasonable fees, costs and expenses of legal counsel for the Administrator and each member of each Purchaser Group relating to any of the foregoing or to advising the Administrator, any member of any Purchaser Group party to this Agreement or any related Program Support Provider about its rights and remedies under any Transaction Document or any related Funding Agreement and all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Administrator and each Purchaser Agent in connection with the preparation, execution, delivery, syndication and enforcement or administration of this the Transaction Documents or any Funding Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility . The Seller and the other documents and agreements to be delivered hereunder or with respect hereto, andServicer shall, subject to any cap on the provisos set forth in Section 1(e) and Section 2(e) of Exhibit IV hereto, reimburse the Administrator and each member of each Purchaser Group for the cost of such costs Person’s auditors (which may be employees of such Person) auditing the books, records and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf procedures of the Borrower further agrees to pay Seller or the Servicer. The Seller shall reimburse each Conduit Purchaser on demand for all reasonable costs and expenses incurred by such Conduit Purchaser or any shareholder of the Facility Agent such Conduit Purchaser in connection with any amendments, waivers the Transaction Documents or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilitythe transactions contemplated thereby, including certain costs related to the auditing of such Conduit Purchaser’s books by certified public accountants, and the Rating Agencies and reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility AgentAdministrator and each member of each Purchaser Group, the Agents, the Lenders and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower of this Agreement or any shareholder or administrator of the other Transaction Documents such, for advice relating to such Conduit Purchaser’s operation. Administrator and the other documents each member of each Purchaser Group agree, however, that unless a Termination Event has occurred and agreements to is continuing all of such entities will be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lendersrepresented by a single law firm.

Costs, Expenses and Taxes. (a) In addition to the rights of indemnification granted under Section 17.1to the Backup Servicer, the Borrower or TPVG on behalf of Agent, the Lender and its Affiliates under Article VIII hereof, the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Backup Servicer, the Lender and the Agent incurred in connection with the preparation, execution, deliverydelivery or administration of, syndication or any waiver or consent issued or amendment prepared in connection with, this Agreement, the other Transaction Documents and administration the other documents to be delivered hereunder or in connection herewith or therewith or incurred in connection with any amendment, waiver or modification of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility Transaction Document, and the any other documents and agreements to be delivered hereunder or with respect hereto, and, subject to thereunder or in connection herewith or therewith that is necessary or requested by any cap on such costs and expenses agreed upon in a separate letter agreement among of the Borrower, TPVG and the Facility Agent and the Borrower Lender or TPVG on behalf a Rating Agency or made necessary or desirable as a result of the Borrower further agrees actions of any regulatory, tax or accounting body affecting the Lender and its Affiliates, or which is related to pay all reasonable costs and expenses an Event of the Facility Agent in connection with any amendmentsDefault, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityincluding, including without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Facility Backup Servicer, the Agent and the Lender with respect thereto and with respect to advising the Facility Backup Servicer, the Agent and the Lender as to its their respective rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement the other documents to be delivered hereunder or other liquidity support facilityin connection herewith, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of incurred by the Facility AgentBackup Servicer, the Agents, Agent or the Lenders and their respective Affiliates, Lender in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lendersconnection herewith.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Agent Lender and all Related Expenses, including, but not limited to (a) participation, administration, travel and out-of-pocket expenses, including but not limited to attorneys’ fees and expenses, of Lender in connection with the preparation, executionnegotiation and closing of the Note, deliveryMirror Note (as defined in the Note), syndication any Related Writing and any Loan Documents and the administration of this Agreementthe Loan Documents, any Structured Lender Liquidity Arrangement or other liquidity support facility the collection and disbursement of all funds hereunder and the other instruments and documents and agreements to be delivered hereunder or with respect heretohereunder, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and (b) extraordinary expenses of the Facility Agent Lender in connection with any amendmentsthe administration of the Loan Documents and the other instruments and documents to be delivered hereunder, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including (c) the reasonable fees and out-of-pocket expenses of special counsel for the Facility Agent with respect thereto and Lender, with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityforegoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Borrower also agrees to pay on demand all costs and expensesexpenses of Lender, if any (including reasonable counsel attorneys’ fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, in connection with the restructuring or enforcement against TPVG or of the Borrower of Obligations, this Agreement or any Related Writing. In addition, Borrower shall pay any and all stamp, transfer, documentary and other taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the other Transaction Documents Loan Documents, and the other instruments and documents and agreements to be delivered hereunder or hereunder, and agrees to hold Lender harmless from and against any and all liabilities with respect hereto; provided that to or resulting from any delay in the case of reimbursement of counsel for the Agentspaying or failure to pay such taxes or fees, and the Lenders other than those liabilities resulting from the Facility Agentgross negligence or willful misconduct of Lender, such reimbursement in each case as determined by a court of competent jurisdiction. All obligations provided for in this Section shall be limited to one counsel for all such Agents and Lenderssurvive any termination of this Agreement.

Costs, Expenses and Taxes. In addition (a) By way of clarification, and not of limitation, of Sections 1.7 or 3.1, each Borrower shall pay to the rights of indemnification granted under Section 17.1Administrator, the Borrower or TPVG on behalf of the Borrower agrees to pay each Group Agent and each Lender on demand all reasonable costs and out-of-pocket expenses of the Facility Agent (excluding Taxes other than Other Taxes) in connection with (i) the preparation, execution, delivery, syndication delivery and administration (including amendments or waivers of any provision) of this AgreementAgreement or the other Transaction Documents, (ii) the perfection (and continuation) of the Administrator’s rights in the Pool Receivables, Collections and other Pool Assets, (iii) the enforcement by the Administrator, any Structured Lender Liquidity Arrangement Group Agent or other liquidity support facility and any member of any Group of the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the obligations of each Borrower, TPVG the applicable Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (iv) the Facility Agent and maintenance by the Borrower or TPVG on behalf Administrator of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement Lock-Box Accounts (and any Structured Lender Liquidity Arrangement related lock-box or other liquidity support facilitypost office box), including the reasonable fees fees, costs and out-of-pocket expenses of external legal counsel for the Facility Agent with respect thereto Administrator and with respect any member of any Group relating to any of the foregoing or to advising the Facility Agent as to Administrator, any member of any Group, any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under this Agreement any Transaction Document or any other document, agreement or instrument related thereto and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all reasonable costs and expenses, if any out-of-pocket expenses (including reasonable external counsel fees and expenses), ) of the Facility AgentAdministrator, the Agents, the Lenders each Group Agent and their respective Affiliates, each Lender in connection with the enforcement against TPVG or administration of the Transaction Documents or any other document, agreement or instrument related thereto. Administrator and each member of each Group agree, however, that unless an Event of Default has occurred and is continuing all of such entities will be represented by a single law firm. Each Borrower shall reimburse the Administrator and each Group Agent for the cost of such Person’s external auditors auditing the books, records and procedures of such Borrower or the applicable Servicer. Each Borrower shall reimburse each Conduit Lender on demand for all reasonable costs and out of this Agreement pocket expenses incurred by such Conduit Lender in connection with the Transaction Documents or any the transactions contemplated thereby, including certain costs related to the Rating Agencies and reasonable fees and out of pocket expenses of external counsel of the other Administrator and each member of any Group for advice relating to such Conduit Lender’s operation in connection with the transactions contemplated by the Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersDocuments.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Agent in connection with the preparation, executionissuance, delivery, syndication filing, recording, and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the Letters of Credit, the Loans, the other Extensions of Credit and any other documents and agreements to which may be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityAgreement, including including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Facility Administrative Agent and the Issuing Lender incurred in connection with the preparation and negotiation of this Agreement, the Letters of Credit, the Loans, the other Extensions of Credit and any document delivered in connection therewith and all reasonable costs and expenses incurred by the Administrative Agent (and, in the case of clause (iii) or (iv) below, any Lender) (including reasonable fees and out of pocket expenses of counsel) in connection with (i) with the use of Intralinks Inc., SyndTrak or other similar information transmission systems in connection with the Loan Documents, (ii) the transfer, drawing upon, change in terms, maintenance, renewal or cancellation of this Agreement, the Letters of Credit, the Loans and the other Extensions of Credit, (iii) any and all amounts which the Administrative Agent or any Lender has paid relative to the Administrative Agent’s or such Lender’s curing of any Event of Default resulting from the acts or omissions of the Borrower under this Agreement, any other Loan Document or any Related Document, (iv) the enforcement of, or protection of rights under, this Agreement, any other Loan Document or any Related Document (whether through negotiations, legal proceedings or otherwise), (v) any action or proceeding relating to a court order, injunction, or other process or decree restraining or seeking to restrain the Issuing Lender from paying any amount under the Letters of Credit or (vi) any waivers or consents or amendments to or in respect thereto of this Agreement, the Letters of Credit, the Loans or the other Extensions of Credit requested by the Borrower. In addition, the Borrower shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the Letters of Credit, the Loans, the other Extensions of Credit or any of such other documents, and agree to save the Issuing Lender, the Administrative Agent and the Lenders harmless from and against any and all liabilities with respect to advising the Facility Agent as to its rights and remedies under this Agreement and or resulting from any Structured Lender Liquidity Arrangement delay in paying or other liquidity support facility, and omission to pay all costs such taxes and expenses, if fees. Without prejudice to the survival of any (including reasonable counsel fees and expenses), other agreement of the Facility AgentBorrower hereunder, the Agentsagreements and obligations of the Borrower, the Administrative Agent, the Lenders and their respective Affiliates, the Issuing Lender contained in connection with this Section shall survive the enforcement against TPVG or the Borrower of this Agreement or any payment in full of the other Transaction Documents Obligations and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in termination of the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersCommitments.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the Borrower or TPVG on behalf reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the negotiation, preparation, syndication, execution, delivery, administration and interpretation of the Loan Documents and any amendment thereto or waiver thereof. Following and during the continuation of an Event of Default, Borrower agrees to shall also pay on demand all demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Facility Administrative Agent and the Lenders in connection with the preparationrefinancing, executionrestructuring, deliveryreorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, syndication and administration any matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other out of pocket expenses and the reasonable fees and out of pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any member of the Consolidated Group. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income imposed on such Lender (including taxes on gross income imposed in lieu of net income, minimum taxes, branch profits taxes or franchise taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business”, (ii) any withholding taxes or other taxes imposed by the United States of America on the day such Lender becomes a Lender hereunder or for any period with respect to which any Lender has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 11.21, to the extent such forms are then required by applicable Laws to establish a complete exemption, and (iii) any withholding taxes imposed under FATCA, and all costs, expenses, fees and charges payable or determined to be payable in connection with the filing or recording of this Agreement, any Structured Lender Liquidity Arrangement other Loan Document or any other liquidity support facility and the other documents and agreements instrument or writing to be delivered hereunder or with respect heretothereunder, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendmentstransaction pursuant hereto or thereto, waivers and shall reimburse, hold harmless and indemnify on the terms set forth in Section 11.11 the Administrative Agent and the Lenders from and against any and all loss, liability or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement legal or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and expense with respect to advising or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the Facility failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent as to its rights and remedies or any Lender under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Facility Agent, the Agents, the Lenders and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersDefault Rate.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, (including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto (and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expensesof local counsel, if any (including reasonable counsel fees and expensesany, who may be retained by said counsel), of the Facility Agent, the Agents, the Lenders and their respective Affiliates), in connection with the enforcement against TPVG or the Borrower preparation, execution, delivery and administration of this Agreement Agreement, the Notes and all other instruments or any of the other Transaction Documents and the other documents and agreements provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Bank in connection with respect hereto; provided that in the case enforcement of this Agreement, the Notes or any such other instruments or documents. Each Bank agrees to reimburse the Agent for such Bank’s pro rata share (based upon its respective Percentage, determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the AgentsAgent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, the Company agrees to pay, and to hold the Lenders Agent and the Banks harmless from all liability for, any stamp or other than Taxes which may be payable in connection with the Facility Agentexecution and delivery of this Agreement, such reimbursement the borrowings hereunder, the issuance of the Notes (if any) or the execution and delivery of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided for in this Section 13.5 shall be limited to one counsel for all such Agents and Lenderssurvive repayment of the Loans, cancellation of the Notes or any termination of this Agreement.

Costs, Expenses and Taxes. In addition to Borrower and the rights of indemnification granted under Section 17.1Co-Borrowers shall pay within five Banking Days after demand, accompanied by an invoice therefor, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Administrative Agent and the Lead Arranger in connection with the negotiation, preparation, executionsyndication, delivery, syndication execution and administration delivery of this Agreement, the Loan Documents and any Structured Lender Liquidity Arrangement amendment thereto or other liquidity support facility waiver thereof. Borrower and the other documents and agreements to be delivered hereunder or with respect heretoCo-Borrowers shall also pay on demand, andaccompanied by an invoice therefor, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent Creditors in connection with any amendmentsthe refinancing, waivers restructuring, reorganization (including a bankruptcy reorganization) and enforcement or consents executed in connection with this Agreement attempted enforcement of the Loan Documents, and any Structured Lender Liquidity Arrangement or matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other liquidity support facility, including out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent or any Bank), independent public accountants and other outside experts retained by the Administrative Agent or any Bank, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower or the Co-Borrowers, the administrative costs of the Administrative Agent reasonably attributable thereto. Borrower and the Co-Borrowers shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by overall net income, gross income or gross receipts and franchise taxes imposed on any Bank by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business", (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iii) any withholding tax or other taxes based on gross income imposed by the United States of America for the Facility Agent with respect thereto and any period with respect to advising which it has failed to provide Borrower with the Facility Agent as appropriate form or forms required by Section 11.21, to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilitythe extent such forms are then required by applicable Laws, and to pay all costs and costs, expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, charges payable or determined to be payable in connection with the enforcement against TPVG filing or the Borrower recording of this Agreement Agreement, any other Loan Document or any of the other Transaction Documents and the other documents and agreements instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in 11.11 the Creditors from and against any and all loss, liability or legal or other expense with respect hereto; provided to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that in any of them may suffer or incur by reason of the case failure of reimbursement any Party to perform any of counsel its Obligations. Any amount payable to the Administrative Agent or any Bank under this Section shall bear interest from the second Banking Day following the date of demand for payment at the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersDefault Rate.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Facility Administrative Agent and the Lead Arrangers (including the reasonable and documented fees and charges of counsel for the Administrative Agent and the Lead Arrangers and of local counsel, if any, who may be retained by such counsel) in connection with the preparation, execution, delivery, syndication execution and administration delivery of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other Loan Documents and all other documents and agreements provided for herein or delivered or to be delivered hereunder or with respect heretoin connection herewith (including any amendments, and, subject supplements or waivers to any cap on such Loan Documents), and all reasonable and documented out-of-pocket costs and expenses agreed upon (including reasonable attorneys’ fees, court costs and other legal expenses) incurred by the Administrative Agent and each Lender in a separate letter agreement among connection with the Borrowerenforcement of this Agreement, TPVG the other Loan Documents or any such other documents during the existence of any Event of Default or Unmatured Event of Default. In addition, the Company agrees to pay, and to save the Administrative Agent, the Lead Arrangers and the Facility Agent Lenders harmless from all liability for, (a) any stamp court, or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution and delivery of this Agreement, the Borrower or TPVG on behalf borrowings hereunder, the issuance of the Borrower further agrees Notes or the execution and delivery of any other Loan Document or any other document provided for herein or delivered or to pay all reasonable be delivered hereunder or in connection herewith and (b) any fees of the Company’s auditors and, if an Event of Default or Unmatured Event of Default exists, any costs and expenses of the Facility Administrative Agent or any Lender in connection with any amendmentsreasonable exercise by the Administrative Agent or any Lender of its rights pursuant to Section 10.2. All obligations provided for in this Section 14.5 shall survive repayment of the Loans, waivers or consents executed in connection with this Agreement cancellation of the Notes and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower termination of this Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersAgreement.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Administrative Agent incurred in connection with the negotiation, preparation, executionsyndication, delivery, syndication execution and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf delivery of the Loan Documents. Borrower further agrees to shall also pay all on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Facility Agent Administrative Agent, the Collateral Agent, and the Lenders in connection with any amendments, waivers each amendment of or consents executed waiver relating to the Loan Documents and in connection with this Agreement the refinancing, restructuring, reorganization (including a bankruptcy reorganization) and enforcement or attempted enforcement of the Loan Documents, and any Structured Lender Liquidity Arrangement or matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other liquidity support facilityout-of-pocket expenses, including and the reasonable fees and out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the Administrative Agent, the Collateral Agent, or any Lender), independent public accountants and other outside experts retained by the Administrative Agent, the Collateral Agent, or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent, the Collateral Agent, or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any of its Subsidiaries. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by a Lender's overall net income imposed on it by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business" or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for the Facility Agent with respect thereto and any period with respect to advising which it has failed to provide Borrower with the Facility Agent as appropriate form or forms required by Section 11.21, to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilitythe extent such forms are then required by applicable Laws, and to pay all costs and costs, expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, charges payable or determined to be payable in connection with the enforcement against TPVG filing or the Borrower recording of this Agreement Agreement, any other Loan Document or any of the other Transaction Documents and the other documents and agreements instrument or writing to be delivered hereunder or thereunder, or in connection with respect hereto; provided that any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in 11.11 the case of reimbursement of counsel for Administrative Agent, the AgentsCollateral Agent, and the Lenders from and against any and all loss, liability or legal or other than expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the Facility failure of any Party to perform any of its Obligations. Any amount payable to the Administrative Agent, such reimbursement the Collateral Agent, or any Lender under this Section 11.3 shall be limited to one counsel bear interest from the fifth Banking Day following the date of demand for all such Agents and Lenderspayment at the Default Rate.

Costs, Expenses and Taxes. In addition The Issuers, jointly and severally, agree to pay all costs and expenses incident to the rights performance of indemnification granted their obligations under this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 17.18.2 hereof, including, but not limited to, all costs and expenses incident to (i) the Company's cost of preparation, printing, reproduction, execution and delivery of this Agreement, each of the other Basic Documents, any amendment or supplement to or modification of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Memorandum and any amendment or supplement thereto, any other marketing related materials, (iii) all arrangements relating to the delivery to the Initial Purchasers of copies of the foregoing documents, (iv) the fees and disbursements of the counsel, the Borrower accountants and any other experts or TPVG on behalf advisors retained by the Issuers, (v) preparation (including printing), issuance and delivery to the Initial Purchasers of the Borrower agrees Notes, (vi) the qualification of the Notes under state securities and "blue sky" laws, including filing fees, word processing and reproduction costs of any "blue sky" memoranda and fees (not to pay on demand all reasonable costs exceed $15,000) and disbursements of counsel to the Initial Purchasers relating thereto, (vii) one-half of the expenses in connection with any meetings with prospective investors in the Notes, (viii) fees and expenses of the Facility Agent Trustee, including fees and expenses of counsel to the Trustee, (ix) all expenses and listing fees incurred in connection with the preparationapplication for quotation of the Notes on PORTAL, execution(x) any fees charged by investment rating agencies for the rating of the Notes, deliveryand (xi) except as limited by Article VII, syndication all costs and administration expenses (including, without limitation, reasonable attorneys' fees and expenses), if any, of the successful enforcement of this Agreement, the Notes or any other agreement furnished pursuant hereto or thereto or in connection herewith or therewith. In addition, the Issuers shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, any Structured Lender Liquidity Arrangement other Basic Document or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf issuance of the Borrower further agrees to pay Notes, and shall save and hold each Initial Purchaser harmless from and against any and all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and liabilities with respect to advising the Facility Agent as or resulting from any delay in paying, or omission to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agentpay, such reimbursement shall be limited to one counsel for all such Agents and Lenderstaxes.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration filing, recording, administration, modification, amendment and/or waiver of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility the Loan Notes and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityhereunder, including the reasonable fees and out-of-out of pocket expenses of one counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies responsibilities under this Agreement and any Structured Lender Liquidity Arrangement or the other liquidity support facility, and Transaction Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, expenses for one counsel) (A) in connection with the enforcement against TPVG (whether through negotiations, legal proceedings or the Borrower otherwise) of this Agreement or any of Agreement, the other Transaction Documents Loan Notes and the other documents and agreements to be delivered hereunder and (B) incurred by the Agent in connection with the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 9.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Agent or its counsel may at any time after an Event of Default shall have occurred and be continuing, engage professional consultants selected by the Agent to conduct additional due diligence with respect hereto; provided that to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the case Collateral, assess the reasonableness of reimbursement of counsel the methodology for the Agentsequitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the Lenders other than asset base of the Facility AgentBorrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such reimbursement professional consultants, in accordance with the provisions of this Section 9.6, shall be limited at the sole cost and expense of the Borrower. [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to one counsel for all such Agents and Lendersthe company if publicly disclosed.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay on demand all reasonable and documented costs and expenses of the Facility Agent in connection with the preparationpreparation (including with respect to diligence conducted in connection herewith), execution, delivery, syndication and filing, recording, administration or waiver of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility the Loan Notes and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityhereunder, including the reasonable and documented fees and out-of-pocket expenses of counsel for the Facility Administrative Agent (limited to one primary counsel) with respect thereto and with respect to advising the Facility Administrative Agent as to its rights and remedies responsibilities under this Agreement and the other Transaction Documents, in an amount not to exceed [***]. The Borrower further agrees to pay on demand all out-of-pocket expenses incurred by the Administrative Agent or any Structured Lender Liquidity Arrangement or other liquidity support facilityLender, including the fees, charges and disbursements of one primary counsel (and specialist counsel as may reasonably be required by the Administrative Agent, and to pay one local counsel in each applicable jurisdiction) for the Administrative Agent and one additional counsel for all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility AgentLenders, and additional counsel as the Agents, Administrative Agent or any Lender or group of Lenders reasonably determines are necessary in light of actual or potential conflicts of interest or the Lenders and their respective Affiliates, availability of different claims or defenses incurred by the Administrative Agent in connection with the enforcement against TPVG (whether through negotiations, legal proceedings or the Borrower otherwise) of this Agreement or any of Agreement, the other Transaction Documents Loan Notes and the other documents and agreements to be delivered hereunder hereunder. Notwithstanding anything to the contrary herein, the Borrower not be responsible for any costs or expenses provided under this Section 10.6 for any advisors, consultants or other third party service providers engaged by the Administrative Agent unless the Borrower shall have approved the engagement of such advisor, consultant or other third party advisor in writing prior to the engagement of such advisor, consultant or other third party advisor by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed by Borrower). In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Administrative Agent and each Lender harmless from and against any and all liabilities with respect hereto; provided that to or resulting from any delay in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, paying or omission to pay such reimbursement shall be limited to one counsel for all such Agents and LendersOther Taxes.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, (including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto (and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expensesof local counsel, if any (including reasonable counsel fees and expensesany, who may be retained by said counsel), of the Facility Agent, the Agents, the Lenders and their respective Affiliates), in connection with the enforcement against TPVG or the Borrower preparation, execution, delivery and administration of this Agreement Agreement, the Notes and all other instruments or any of the other Transaction Documents and the other documents and agreements provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys' fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Bank in connection with respect hereto; provided that in the case enforcement of this Agreement, the Notes or any such other instruments or documents. Each Bank agrees to reimburse the Agent for such Bank's pro rata share (based upon its respective Percentage, determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the AgentsAgent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, the Company agrees to pay, and to hold the Lenders Agent and the Banks harmless from all liability for, any stamp or other than Taxes which may be payable in connection with the Facility Agentexecution and delivery of this Agreement, such reimbursement the borrowings hereunder, the issuance of the Notes (if any) or the execution and delivery of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided for in this Section 13.5 shall be limited to one counsel for all such Agents and Lenderssurvive repayment of the Loans, cancellation of the Notes or any termination of this Agreement.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Agent and all Related Expenses, including, but not limited to (a) syndication, travel and out-of-pocket reasonable expenses, including but not limited to attorneys’ fees and expenses, of Agent in connection with the preparation, execution, delivery, syndication negotiation and closing of the Loan Documents and the administration of this Agreementthe Loan Documents, any Structured Lender Liquidity Arrangement or other liquidity support facility the collection and disbursement of all funds hereunder and the other instruments and documents and agreements to be delivered hereunder or with respect heretohereunder, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and (b) extraordinary expenses of the Facility Agent in connection with any amendmentsthe administration of the Loan Documents and the other instruments and documents to be delivered hereunder, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including (c) the reasonable fees and out-of-pocket expenses of special counsel for the Facility Agent with respect thereto and Agent, with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityforegoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Borrower also agrees to pay on demand all costs and expenses, if any expenses (including Related Expenses) of Agent and the Lenders, including reasonable counsel attorneys’ fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, in connection with the restructuring or enforcement against TPVG or of the Borrower of Obligations, this Agreement or any Related Writing. In addition, Borrower shall pay any and all stamp, transfer, documentary and other taxes, assessments, charges and fees payable or determined to be payable in connection with the execution and delivery of the other Transaction Documents Loan Documents, and the other instruments and documents and agreements to be delivered hereunder or hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect hereto; provided that to or resulting from any delay in the case of reimbursement of counsel for the Agentspaying or failure to pay such taxes or fees, and the Lenders other than those liabilities resulting from the Facility gross negligence or willful misconduct of Agent, or, with respect to amounts owing to a Lender, such reimbursement Lender, in each case as determined by a court of competent jurisdiction. All obligations provided for in this Section 11.5 shall be limited to one counsel for all such Agents and Lenderssurvive any termination of this Agreement.

Costs, Expenses and Taxes. In addition to Borrower and the rights of indemnification granted under Section 17.1Co-Borrowers shall pay within five Banking Days after demand, accompanied by an invoice therefor, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Administrative Agent and the Lead Arranger in connection with the negotiation, preparation, executionsyndication, delivery, syndication execution and administration delivery of this Agreement, the Loan Documents and any Structured Lender Liquidity Arrangement amendment thereto or other liquidity support facility waiver thereof. Borrower and the other documents and agreements to be delivered hereunder or with respect heretoCo-Borrowers shall also pay on demand, andaccompanied by an invoice therefor, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent Creditors in connection with any amendmentsthe refinancing, waivers restructuring, reorganization (including a bankruptcy reorganization) and enforcement or consents executed in connection with this Agreement attempted enforcement of the Loan Documents, and any Structured Lender Liquidity Arrangement or matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other liquidity support facility, including out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by the such costs and expenses are incurred or suffered by the Administrative Agent or any Bank in connection with or during the course of any bankruptcy or insolvency proceedings of Borrower or any Subsidiary thereof. Such costs and expenses shall also include, in the case of any amendment or waiver of any Loan Document requested by Borrower or the Co-Borrowers, the administrative costs of the Administrative Agent reasonably attributable thereto. Borrower and the Co-Borrowers shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by overall net income, gross income or gross receipts and franchise taxes imposed on any Bank by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business", (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America that are not attributable to any change in any Law or the interpretation or administration of any Law by any Governmental Agency and (iii) any withholding tax or other taxes based on gross income imposed by the United States of America for the Facility Agent with respect thereto and any period with respect to advising which it has failed to provide Borrower with the Facility Agent as appropriate form or forms required by Section 11.21, to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilitythe extent such forms are then required by applicable Laws, and to pay all costs and costs, expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, charges payable or determined to be payable in connection with the enforcement against TPVG filing or the Borrower recording of this Agreement Agreement, any other Loan Document or any of the other Transaction Documents and the other documents and agreements instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in 11.11 the Creditors from and against any and all loss, liability or legal or other expense with respect hereto; provided to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that in any of them may suffer or incur by reason of the case failure of reimbursement any Party to perform any of counsel its Obligations. Any amount payable to the Administrative Agent or any Bank under this Section shall bear interest from the second Banking Day following the date of demand for payment at the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersDefault Rate.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1Borrower shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Agent Lender in connection with the negotiation, preparation, execution, delivery, syndication execution and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf delivery of the Loan Documents and any amendment thereto or waiver thereof. Borrower further agrees to shall also pay all on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Facility Agent Lender in connection with any amendmentsthe refinancing, waivers restructuring, reorganization (including a bankruptcy reorganization) and enforcement or consents executed in connection with this Agreement attempted enforcement of the Loan Documents, and any Structured Lender Liquidity Arrangement or matter related thereto. The foregoing costs and expenses shall include filing fees, appraisal fees, search fees, and other liquidity support facility, including out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by Lender), independent public accountants and other outside experts retained by Lender, whether or not such costs and expenses are incurred or suffered by Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any of Borrower or any Subsidiary thereof. Borrower shall pay any and all documentary and other taxes, excluding (i) taxes imposed on or measured in whole or in part by Lender's overall net income imposed on it by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business" or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for the Facility Agent with respect thereto and any period with respect to advising which it has failed to provide Borrower with the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement appropriate form or other liquidity support facilityforms required by applicable Laws, and to pay all costs and costs, expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, charges payable or determined to be payable in connection with the enforcement against TPVG filing or the Borrower recording of this Agreement Agreement, any other Loan Document or any of the other Transaction Documents and the other documents and agreements instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in 11.11 Lender from and against any and all loss, liability or legal or other expense with respect hereto; provided to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that in any of them may suffer or incur by reason of the case failure of reimbursement any Party to perform any of counsel its Obligations. Any amount payable to Lender under this Section 11.3 shall bear interest from the fifth Banking Day following the date of demand for payment at the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersDefault Rate.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees Debtors agree to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket fees and expenses of counsel for the Facility Agent with respect thereto Lender (including, but not limited to, UCC Filing and with respect to advising the Facility Agent as to its rights Search Fees and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), expenses of outside counsel to Lender and paralegals) in connection with-the making of the Facility Agentloans which are the subject of the Note and preparation, administration and enforcement of the AgentsDocuments and the Liabilities. In addition, the Lenders Debtors shall pay any and their respective Affiliatesall stamp, transfer and other taxes payable or determined to be payable in connection with the enforcement execution and delivery of the Documents and agrees to hold the Lender harmless from and against TPVG any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. If any suit or proceeding arising from any of the Borrower of foregoing is brought against Lender, Debtors, to the extent and in the manner directed by Lender, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by Lender. If Debtors shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Debtors contained in this Agreement shall be breached, Lender may, in its sole and arbitrary discretion, after 10 days written notice is sent to Debtors, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; and any and all amounts so expended by the Lender shall be repayable to the Lender by Debtors immediately upon the Lender's demand therefor, with interest at a rate equal to the highest interest rate set forth in the Note in effect from time to time during the period from and including the date funds are so expended by Lender to the date of repayment, and any such amounts due and owing Lender shall be deemed to be part of the Liabilities secured hereunder, The obligations of Debtors under this Section shall survive' the termination of this Agreement and the discharge of the other Transaction Documents and obligations of Debtors under the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersDocuments.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees Debtors agree to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket fees and expenses of counsel for the Facility Agent with respect thereto Lender (includ­ing, but not limited to, UCC filing and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel search fees and expenses), fees and expenses of the Facility Agent, the Agents, the Lenders outside counsel to Lender and their respective Affiliates, paralegals) incurred by Lender in connection with the enforcement transactions contemplated in the Financing Agreement and this Agreement. In addition, Debtors shall pay any and all stamp, transfer and other taxes payable or determined to be payable in connection with the execution and delivery of this Agreement and agrees to hold the Lender harmless from and against TPVG any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. If any suit or proceeding arising from any of the Borrower of foregoing is brought against Lender, Debtors, to the extent and in the manner directed by Lender, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by Lender. If Debtors shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Debtors contained in this Agreement shall be breached, Lender may, in its sole and arbitrary discre­tion, after 10 days written notice is sent to Debtors, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; and any and all amounts so expended by the Lender shall be repayable to the Lender by Debtors immediately upon the Lender's demand therefor, with interest at a rate equal to the highest interest rate set forth in the Notes in effect from time to time during the period from and including the date funds are so expended by Lender to the date of repayment, and any such amounts due and owing Lender shall be deemed to be part of the Obligations secured hereunder. The obligations of Debtors under this Section shall survive the termination of this Agreement and the discharge of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case obli­gations of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersDebtors hereunder.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees Resellers agree to pay on demand all reasonable costs fees and expenses of the Facility Agent counsel to CPC in connection with the preparationenforcement of the Documents and the Indebtedness, executionincluding, deliverybut not limited to (a) reasonable attorney fees and costs incurred upon an Automatic Default, syndication and administration (b) CPC’s standard wire transfer and check return fees, all as may be established and changed by CPC from time to time. Through execution of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements Resellers agree to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf audits of the Borrower further agrees to books and records and properties of Resellers and such other matters as CPC shall deem appropriate in its reasonable credit judgment, whether such audits are conducted by employees of CPC or third parties hired by CPC. CPC shall pay all reasonable costs and expenses such audit fees unless there is an Event of the Facility Agent in connection with any amendmentsDefault. If there is an Event of Default, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable audit fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto shall be payable by Resellers immediately upon demand therefor by CPC. In addition, Resellers shall pay any and with respect all stamp, transfer and other taxes payable or determined to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, be payable in connection with the enforcement execution and delivery of the Documents and agrees to hold CPC harmless from and against TPVG any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. If any suit or proceeding arising from any of the Borrower of foregoing is brought against CPC, Resellers, to the extent and in the manner directed by CPC, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by CPC. If Resellers shall fail to do any act or thing which it has covenanted to do under this Agreement or any representation or warranty on the part of Resellers contained in this Agreement shall be breached, CPC may, in its sole and absolute discretion, after 10 days written notice having been sent to Resellers, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; any and all amounts so expended by CPC shall be repayable to CPC by Resellers immediately upon CPC’s demand therefor, with interest at a rate equal to the highest interest rate set forth in this Agreement in effect from time to time during the period from and including the date funds are so expended by CPC to the date of repayment, and any such amounts due and owing CPC shall be deemed to be part of the Indebtedness secured hereunder. The obligations of Resellers under this Section shall survive the termination of this Agreement and the discharge of the other Transaction Documents and obligations of Resellers under the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersDocuments.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand the costs, and all reasonable costs and expenses of the Facility Agent incurred by Lender in connection with the preparation, executionexecution , delivery, syndication administration, modification and administration amendment of this Loan Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other Loan Documents and any other documents and agreements to be delivered hereunder or with respect heretohereunder, andincluding, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrowerwithout limitation, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent Lender with respect thereto and with respect to advising the Facility Agent Lender as to its rights and remedies responsibilities under this Loan Agreement and any Structured Lender Liquidity Arrangement or the other liquidity support facility, and Loan Documents. Borrower further agrees to pay all costs and expensesexpenses of Lender (including, if any (including without limitation, reasonable counsel fees and expenses), of the Facility Agentcourt costs and all other litigation expenses, the Agentsincluding, the Lenders but not limited to, reasonable expert witness fees, document copying expenses, exhibit preparation, courier expenses, postage expenses and their respective Affiliates, communication expense) in connection with the enforcement against TPVG or the Borrower of this Agreement Loan Agreement, the other Loan Documents and any other documents delivered hereunder, including, without limitation, costs and expenses incurred in connection with any bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar proceeding, or any refinancing or restructuring in the nature of a "workout" of the Loan Documents and any other Transaction documents delivered by Borrower related thereto. In addition, Borrower shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Loan Agreement, the other Loan Documents and the other documents and agreements to be delivered hereunder or hereunder, and agrees to hold Lender harmless from and against any and all liabilities with respect hereto; provided that to or resulting from any delay in paying or omission to pay such taxes. Whenever Borrower is obligated to pay or reimburse Lender for any attorney's fees, those fees shall include the case allocated costs for services of reimbursement Lender's in-house counsel. Payments from the Borrower of counsel amounts due pursuant to this SECTION 8.5 shall be due ten (10) days after it has received from the Lender written notice of the nature of the item for the Agents, which payment is required and the Lenders amount due, other than amounts due pursuant to the Facility Agent, such reimbursement last sentence of the previous paragraph which amounts shall be limited to one counsel for all such Agents and Lendersdue on demand.

Costs, Expenses and Taxes. In addition to The Borrower agrees, whether or not the rights of indemnification granted under Section 17.1Loan is made hereunder, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand demand: (a) all reasonable costs and expenses of the Facility Agent Lenders (including the reasonable fees and expenses of counsel and paralegals for the Lender) incurred in connection with the preparation, execution, delivery, syndication execution and administration delivery of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility the Loan Documents and the other documents preparation, negotiation and agreements execution of any and all amendments to be delivered hereunder or with respect heretoeach thereof, andincluding all due diligence undertaken in connection therewith, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay (b) all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, Lenders (including the reasonable fees and out-of-pocket expenses of counsel and paralegals for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, Lenders) incurred in connection with the administration and the enforcement against TPVG of the Loan Documents and (c) (i) costs incurred in connection with appraisals and insurance reviews, field examinations and the preparation of reports, based on the fees charged by a third party retained by Lenders or the internally allocated fees for each Person employed by Lenders with respect to each field examination, (ii) background checks regarding senior management and/or key investors, taxes, fees and other charges for (A) lien and title searches and (B) filing financing statements and continuations, and other actions to perfect, protect, and continue Lender’s Liens (d) costs and expenses of preserving, protecting and insuring the Collateral. The Borrower agrees to pay, and save the Lenders harmless from all liability for, any stamp or other taxes which may be payable with respect to the execution or delivery of the Loan Documents. The obligations of the Borrower under this Section shall survive any termination of this Agreement or any Agreement. All of the other Transaction Documents foregoing costs and expenses may be charged to the other documents and agreements Borrower as Revolving Loans or to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lendersanother deposit account.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay on demand all reasonable out‑of‑pocket costs and expenses of Lender (including the Facility Agent reasonable fees and out‑of‑pocket expenses of Lender’s attorneys, paralegals, accountants, auditors, and consultants) incurred by Lender in connection with the preparation, execution, delivery, syndication and administration administration, interpretation, amendment, waiver or enforcement of this Agreement, any Structured Lender Liquidity Arrangement Agreement or other liquidity support facility and the other documents Loan Documents, or in the protection of Lender’s rights under the Loan Documents (including any suit for declaratory judgment or interpretation of the provisions hereof and agreements to be delivered hereunder any bankruptcy, insolvency or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among condemnation proceedings involving the Borrower, TPVG and its Property, and/or any Collateral); provided that with regard to litigation costs, the Facility Agent and Lender shall be entitled to recover such costs only in the Borrower or TPVG on behalf of event that it is the Borrower further prevailing party. Notwithstanding the foregoing, the Lender agrees to pay indebtedness taxes under Tennessee Code Annotated Section 67‑4‑409 due upon the recordation of its financing statements. Upon Lender’s request, the Borrower shall promptly reimburse Lender for all reasonable costs amounts expended, advanced, or incurred by Lender in endeavoring to satisfy any obligation of any Borrower under this Agreement or any other Loan Documents, or to perfect a Lien in favor of Lender, or to protect the Properties or business of any Borrower or to collect the Indebtedness, or to enforce or protect the rights of Lender under this Agreement or any other Loan Document, including all court costs, attorney’s and paralegal’s fees, fees of auditors and accountants, and investigation expenses of the Facility Agent reasonably incurred by Lender in connection with any amendmentssuch matters, waivers or consents executed and all such amounts shall bear interest at the Default Rate until paid in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies full. All obligations under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), Section shall be part of the Facility Agent, the Agents, the Lenders Indebtedness and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower shall survive any termination of this Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersAgreement.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on within 30 days of written demand (a) all reasonable and documented out-of-pocket costs and expenses of the Facility Agent (limited, in the case of counsel, to the reasonable and documented fees and out-of-pocket expenses of a single outside counsel for the Agent (and, if reasonably required, of a single local counsel for the Agent in each appropriate jurisdiction)), in connection with the preparation, execution, delivery, syndication delivery and administration of of, and any amendment to, this Agreement, any Structured Lender Liquidity Arrangement the Committed Notes and all other instruments or other liquidity support facility and the other documents and agreements provided for herein or delivered or to be delivered hereunder or with respect hereto, and, subject to any cap on such in connection herewith and (b) all reasonable and documented out-of-pocket costs and expenses agreed upon (limited, in the case of counsel, to the reasonable and documented fees and out-of-pocket expenses of a separate letter agreement among single outside counsel for the Borrower, TPVG and the Facility Agent and the Borrower Lenders (and, if reasonably required, of a single local counsel for the Agent and the Lenders in each appropriate jurisdiction)) and, in the case of an actual or TPVG perceived conflict of interest, a single additional firm of outside counsel (or, if reasonably required, a single additional local counsel in each appropriate jurisdiction), incurred by the Agent and each Lender in connection with the enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Lender agrees to reimburse the Agent for such Lender’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Borrower further agrees to pay all reasonable costs Lenders and expenses of not paid by the Facility Agent in connection with Obligors other than any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent which exceed the amount which the Company or the Borrower has agreed with respect thereto and with respect the Agent to advising reimburse. In addition, without duplication of the Facility Agent as provisions of Section 5.4, each Obligor agrees to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilitypay, and to pay all costs hold the Agent and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliatesharmless from all liability for, any stamp, court or documentary, intangible, recording, filing or similar Taxes which may be payable in connection with the execution, delivery and enforcement against TPVG of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the Borrower execution, delivery and enforcement of this Agreement any other instruments or any of the other Transaction Documents and the other documents and agreements provided for herein or delivered or to be delivered hereunder or in connection herewith, except, in each case, any such Taxes that are Other Connection Taxes imposed with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders to an assignment or participation other than an assignment made pursuant to Section 12.9(c). All obligations provided for in this Section 12.5 shall survive repayment of the Facility AgentCommitted Loans, such reimbursement shall be limited to one counsel for all such Agents and Lenderscancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees The Borrowers jointly and severally agree to pay on demand all reasonable out-of-pocket costs and expenses of the Facility Agent Agents (including Attorney Costs and the reasonable fees and expenses of financial advisors to the Agents) in connection with the preparation, execution, deliverysyndication, syndication delivery and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other Loan Documents and all other documents and agreements provided for herein or delivered or to be delivered hereunder or with respect heretoin connection herewith (including any amendment, and, subject supplement or waiver to any cap on such costs Loan Document), and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket costs and expenses (including Attorney Costs and the reasonable fees and expenses of counsel for the Facility Agent with respect thereto and with respect financial advisors to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders ) incurred by each Agent and their respective Affiliates, each Lender if an Event of Default exists in connection with the enforcement against TPVG of this Agreement, the other Loan Documents or any such other documents, including, without limitation, the reasonable fees and expenses of Xxxxx, Xxxxx & Xxxxx, Xxxxxxxx & Xxxxx and Xxxxxxxxxx, Inc. In addition, the Borrowers jointly and severally agree to pay, and to save the Administrative Agent and the Lenders harmless from all liability for, (a) any stamp or other similar taxes (excluding income taxes and franchise taxes based on net income or receipts) which may be payable in connection with the execution and delivery of this Agreement, the borrowings hereunder, the issuance of the Notes or the Borrower execution and delivery of this Agreement any other Loan Document or any of the other Transaction Documents and the other documents and agreements document provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) any fees of the Company's auditors in connection with respect hereto; provided that in any exercise by the case of reimbursement of counsel for the Agents, Administrative Agent and the Lenders other than of their rights pursuant to Section 10.2. All obligations provided for in this Section 14.6 shall survive repayment of the Facility AgentLoans, such reimbursement shall be limited to one counsel for all such Agents cancellation of the Notes, expiration or termination of the Letters of Credit and Lenderstermination of this Agreement.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration filing, recording, administration, modification, amendment or waiver of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility the Loan Notes and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityhereunder, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Administrative Agent, the Green Loan Structuring Agent, and the Paying Agent with respect thereto and with respect to advising the Facility Administrative Agent, the Green Loan Structuring Agent, and the Paying Agent as to its their respective rights and remedies responsibilities under this Agreement and any Structured Lender Liquidity Arrangement or the other liquidity support facility, and Transaction Documents. The Borrower further agrees to pay on demand all documented out-of-pocket costs and expenses, if any (including reasonable and documented counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, ) (A) in connection with the enforcement against TPVG (whether through negotiations, legal proceedings or the Borrower otherwise) of this Agreement or any of Agreement, the other Transaction Documents Loan Notes and the other documents and agreements to be delivered hereunder and (B) incurred by the Administrative Agent or the Paying Agent in connection with the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Administrative Agent or its counsel may at any time after an Event of Default shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent to conduct additional due diligence with respect hereto; provided that to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the case Collateral, assess the reasonableness of reimbursement of counsel the methodology for the Agentsequitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Administrative Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of their assets, as well as certain matters related thereto. The reasonable and documented out-of-pocket fees and expenses of such professional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Administrative Agent, the Green Loan Structuring Agent, the Paying Agent and each Lender [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Other Taxes. Notwithstanding anything to the contrary set forth in this Section 10.6, the Borrower shall not be required to pay the costs or expenses of the Lenders other than following an Event of Default if such costs or expenses are related to disputes among the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lenders.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Agent in connection with the preparation, executionissuance, delivery, syndication filing, recording, and administration of this Agreement, the Loans and any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to which may be delivered hereunder or in connection with respect heretothis Agreement, andincluding, subject to without limitation, the reasonable fees and out‑of‑pocket expenses of counsel for the Administrative Agent incurred in connection with the preparation and negotiation of this Agreement, the Loans, and any cap on such costs document delivered in connection therewith and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses incurred by the Administrative Agent (and, in the case of the Facility Agent clause (c) or (d) below, any Lender) (including reasonable fees and out of pocket expenses of counsel) in connection with any amendments(a) with the use of Intralinks Inc., waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement SyndTrak or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, similar information transmission systems in connection with the enforcement against TPVG Loan Documents, (b) the transfer, drawing upon, change in terms, maintenance, renewal or cancellation of this Agreement and the Loans, (c) any and all amounts which the Administrative Agent or any Lender has paid relative to the Administrative Agent’s or such Lender’s curing of any Event of Default resulting from the acts or omissions of the Borrower under this Agreement or any other Loan Document, (d) the enforcement of, or protection of rights under, this Agreement or any other Loan Document (whether through negotiations, legal proceedings or otherwise) or (e) any waivers or consents or amendments to or in respect of this Agreement or the Loans requested by the Borrower. In addition, the Borrower shall pay any and all stamp and other Taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, the Loans, or any of such other documents, and agrees to save the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, Administrative Agent and the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes and fees. Without prejudice to the survival of any other than agreement of the Facility AgentBorrower hereunder, such reimbursement the agreements and obligations of the Borrower, the Administrative Agent and the Lenders contained in this Section shall be limited to one counsel for all such Agents and Lenderssurvive the payment in full of the Obligations.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Facility Agent Noteholders (including reasonable legal fees of one general legal counsel to the Noteholders and one Nevada counsel to the Noteholders) in connection with the preparation, execution, delivery, syndication execution and administration delivery of this Agreement, the Securities, the other Securities Purchase Documents and other instruments and documents to be delivered hereunder, and in connection with the consummation of the transactions contemplated hereby and thereby, as well as all reasonable out-of-pocket costs and expenses incurred by the Noteholders in connection with the amendment, waiver (whether or not such amendment or waiver becomes effective) or enforcement of this Agreement, the Notes, the other Securities Purchase Documents, and other instruments and documents to be delivered hereunder and thereunder. In addition, the Company agrees to pay (a) any Structured Lender Liquidity Arrangement and all stamp and other similar Taxes (expressly excluding income and capital gain taxes) payable or determined to be payable by any Noteholder in connection with the execution and delivery of this Agreement, the Securities, the other liquidity support facility Securities Purchase Documents, and the other instruments and documents and agreements to be delivered hereunder or with respect heretothereunder, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among (b) the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent preparing Notes from time to time in connection with any amendmentsexchanges and transfers of Notes, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility(c) the expenses of delivering copies of Transaction Documents to Noteholders. It is acknowledged that a $150,000 retainer has been provided to the Purchasers to be applied to such fees and expenses. On each of the Funding Date and the Closing Date, including the Company shall reimburse the Purchasers for their reasonable fees and out-of-pocket expenses incurred and unpaid as of counsel such date (it being understood that the requirement to make such payments on such dates shall not, in any case, limit the obligations of the Company to reimburse the Purchasers for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs of their reasonable fees and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that as described in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lenderspreceding sentence).

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, (including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto (and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expensesof local counsel, if any (including reasonable counsel fees and expensesany, who may be retained by said counsel), of the Facility Agent, the Agents, the Lenders and their respective Affiliates), in connection with the enforcement against TPVG or the Borrower preparation, execution, delivery and administration of this Agreement Agreement, the Committed Notes and all other instruments or any of the other Transaction Documents and the other documents and agreements provided for herein or delivered or to be delivered hereunder or in connection 52 herewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Bank in connection with respect hereto; provided that in the case enforcement of this Agreement, the Committed Notes or any such other instruments or documents. Each Bank agrees to reimburse the Agent for such Bank’s pro rata share (based upon its respective Percentage determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the AgentsAgent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, without duplication of the provisions of Section 5.4, the Company agrees to pay, and to hold the Lenders Agent and the Banks harmless from all liability for, any stamp, documentary, excise or property or other than Taxes which may be payable in connection with the Facility Agentexecution, such reimbursement delivery and enforcement of this Agreement, the borrowings hereunder, the issuance of the Committed Notes (if any) or the execution, delivery and enforcement of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided for in this Section 12.5 shall be limited to one counsel for all such Agents and Lenderssurvive repayment of the Committed Loans, cancellation of the Committed Notes or any termination of this Agreement.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay on demand (without duplication) all reasonable costs and expenses of incurred by the Facility Agent in connection with the negotiation, preparation, executionreproduction, delivery, syndication execution and administration delivery of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility Agreement and the other documents and agreements to be delivered hereunder or with respect heretoBasic Agreements, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed modifications of any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection with this Agreement and any Structured Lender Liquidity Arrangement herewith or other liquidity support facilitytherewith, including the reasonable fees and out-of-pocket expenses of Winston & Xxxxxx, special counsel for to the Facility Agent with respect thereto Agent, any local counsel retained by the Agent, reasonable attorney's fees and with respect to advising expenses or (but not as well as) the Facility reasonable allocated costs of staff counsel of the Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including well as the reasonable counsel fees and expenses)out-of-pocket expenses of additional special counsel, independent public accountants, investment advisors and other outside experts retained by or on behalf of the Facility Agent, the Agents, the Lenders and their respective Affiliates, Agent in connection with the enforcement against TPVG administration of this Agreement or the Borrower of with matters generally relating to this Agreement or any of the transactions contemplated by this Agreement, and all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses or (but not as well as) the reasonable allocated costs of staff counsel, if any) incurred by the Agent or any Lender in connection with the enforcement of this Agreement, any other Transaction Documents Basic Agreement or any other agreement furnished pursuant hereto or thereto or in connection herewith or therewith. In addition, the Borrower shall pay any and the all stamp, original issue and other documents and agreements similar taxes payable or determined to be delivered hereunder payable in connection with the execution and delivery of this Agreement, any Basic Agreement or with respect hereto; provided that in the case making of reimbursement of counsel for the Agentsany Loan, and the Lenders other than Borrower agrees to save and hold the Facility Agent, the Co-Agents and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such reimbursement taxes. Expenses being reimbursed by the Borrower under this Section include, without limitation, the cost and expense of obtaining an appraisal of each parcel of real property or interest in real property described in the Mortgages, which appraisals shall be limited in conformity with the applicable requirements of any law or governmental rule, regulation, policy, guideline or directive (whether or not having the force of law), or any interpretation thereof, including, without limitation, the provisions of Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, reformed or otherwise modified from time to one counsel time, and any rules promulgated to implement such provisions. Any portion of the foregoing fees, costs and expenses which remains unpaid more than thirty (30) days following the Agent's or any Lender's statement and request for all payment thereof shall bear interest from the date of such Agents statement and Lendersrequest to the date of payment at the Default Rate.

Costs, Expenses and Taxes. In addition to The Company and the rights of indemnification granted under Section 17.1Guarantors, the Borrower or TPVG on behalf of the Borrower agrees jointly and severally, agree to pay on demand all reasonable costs and expenses incident to the performance of their obligations under this Agreement, whether or not the Facility Agent in connection with transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 8.2 hereof, including, but not limited to, all costs and expenses incident to (i) the negotiation, preparation, executionprinting, deliveryword processing, syndication reproduction, execution and administration delivery of this Agreement, each of the Basic Documents, any Structured Lender Liquidity Arrangement amendment or supplement to or modification of any of the foregoing and any and all other liquidity support facility documents furnished pursuant hereto or thereto or in connection herewith or therewith, (ii) any costs of printing the Preliminary Memorandum and the Final Memorandum and any amendment or supplement thereto, any other documents marketing related materials, (iii) all arrangements relating to the delivery to the Initial Purchaser of copies of the foregoing documents, (iv) the fees and agreements to be delivered hereunder disbursements of the counsel, the accountants and any other experts or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among advisors retained by the Borrower, TPVG Company and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay Guarantors, (v) all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses (including word processing charges, messenger and duplicating services, research document expenses, travel expenses and other customary expenditures) of the Initial Purchaser, plus the reasonable fees and expenses of its legal counsel, (vi) preparation (including printing), issuance and delivery to the Initial Purchaser of the Notes, (vii) the qualification of the Notes under state securities and "Blue Sky" laws, including filing fees, word processing and reproduction costs of any "Blue Sky" memoranda and reasonable fees and disbursements of counsel to the Initial Purchaser relating thereto, (viii) expenses in connection with any meetings with prospective investors in the Notes, (ix) fees and expenses of the trustee, including fees and expenses of counsel to the Trustee, (x) all expenses and listing fees incurred in connection with the application for quotation of the Notes on PORTAL, (xi) any fees charged by investment rating agencies for the Facility Agent with respect thereto and with respect to advising rating of the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityNotes, and to pay (xii) except as limited by Article VII, all costs and expensesexpenses (including, if any (including without limitation, reasonable counsel attorneys' fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliatesif any, in connection with the enforcement against TPVG of this Agreement, the Notes or any other agreement furnished pursuant hereto or thereto or in connection herewith or therewith. In addition, the Company and the Guarantors shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, any Basic Document or the Borrower of this Agreement or any issuance of the other Transaction Documents Notes, and shall save and hold the other documents Initial Purchaser harmless from and agreements to be delivered hereunder or against any and all liabilities with respect hereto; provided that to or resulting from any delay in the case of reimbursement of counsel for the Agentspaying, and the Lenders other than the Facility Agentor omission to pay, such reimbursement shall be limited to one counsel for all such Agents and Lenderstaxes.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration filing, recording, administration, modification, amendment and/or waiver of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility the Loan Notes and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityhereunder, including the reasonable fees and out-of-pocket expenses of one counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies responsibilities under this Agreement and any Structured Lender Liquidity Arrangement or the other liquidity support facility, and Transaction Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, expenses for one counsel) (A) in connection with the enforcement against TPVG (whether through negotiations, legal proceedings or the Borrower otherwise) of this Agreement or any of Agreement, the other Transaction Documents Loan Notes and the other documents and agreements to be delivered hereunder and (B) incurred by the Agent in connection with the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 9.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Agent or its counsel may at any time after an Event of Default shall have occurred and be continuing, engage professional consultants selected by the Agent to conduct additional due diligence with respect hereto; provided that to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the case Collateral, assess the reasonableness of reimbursement of counsel the methodology for the Agentsequitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the Lenders other than asset base of the Facility AgentBorrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such reimbursement professional consultants, in accordance with the provisions of this Section 9.6, shall be limited to one counsel for all such Agents at the sole cost and Lendersexpense of the Borrower.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1Borrowers, jointly and severally, shall pay within ten (10) Banking Days after demand, accompanied by an invoice therefor, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Administrative Agent in connection with the negotiation, preparation, executionsyndication, delivery, syndication execution and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf delivery of the Borrower further agrees to Loan Documents and any amendment thereto or waiver thereof. Borrowers, jointly and severally, shall also pay all on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Facility Administrative Agent and the Lenders in connection with the restructuring, reorganization (including a bankruptcy reorganization of any amendmentsBorrower or any of their respective Subsidiaries, waivers or consents executed and including the restructuring reflected in connection with this Loan Agreement and the Loan Documents) and enforcement or attempted enforcement of the Loan Documents, and any Structured Lender Liquidity Arrangement or matter related thereto. The foregoing costs and expenses shall include any applicable filing fees, recording fees, search fees, and other liquidity support facility, including out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel (including reasonably allocated costs of any in-house legal counsel of the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any Borrower or any Subsidiary thereof. Borrowers, jointly and severally, shall pay any and all documentary and other taxes, excluding (a) taxes imposed on or measured in whole or in part by a Lender's overall net income or net worth imposed on it by (i) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or (ii) any jurisdiction (or political subdivision thereof) in which it is "doing business" or (b) any withholding taxes or other taxes based on gross income imposed by the United States of America for the Facility Agent with respect thereto and any period with respect to advising which it has failed to provide Borrowers with the Facility Agent as appropriate form or forms required by Section 12.21, to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilitythe extent such forms are then required by applicable Laws, and to pay all costs and costs, expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, charges payable or determined to be payable in connection with the enforcement against TPVG filing or the Borrower recording of this Agreement Agreement, any other Loan Document or any of the other Transaction Documents and the other documents and agreements instrument or writing to be delivered hereunder or thereunder, or in connection with respect hereto; provided that any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in 12.11 the case of reimbursement of counsel for the Agents, Administrative Agent and the Lenders from and against any and all loss, liability or legal or other than expense with respect to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that any of them may suffer or incur by reason of the Facility Agent, such reimbursement shall be limited failure of any Party to one counsel for all such Agents and Lendersperform any of its Obligations.

Costs, Expenses and Taxes. In addition Notwithstanding any termination of this Agreement (pursuant to Section 8.2 or otherwise), the Company and the Guarantors jointly and severally agree to pay the following costs and expenses and all other costs and expenses incident to the rights performance by the Company of indemnification granted under Section 17.1its obligations hereunder: (i) the costs of printing and reproducing the Preliminary Memorandum, the Borrower Final Memorandum and each amendment or TPVG on behalf supplement to any of them; (ii) the delivery (including postage, air freight charges and charges for counting and packaging) of such copies of each Preliminary Memorandum, the Final Memorandum and all amendments or supplements to any of them as may be reasonably requested for use in connection with the offering and sale of the Borrower agrees to pay on demand all reasonable costs Notes; (iii) the authentication, issuance and delivery of certificates for the Notes and the related Guarantees, including any stamp taxes in connection with the original issuance and sale of the Notes and trustees' fees; (iv) the fees and expenses of the Facility Agent Company's accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (v) fees and expenses of the Trustee including fees and expenses of its counsel; (vi) all expenses and listing fees incurred in connection with the preparationapplication for quotation of the Notes on the PORTAL Market; and (vii) any fees charged by investment rating agencies for the rating of the Notes. In addition, execution, delivery, syndication the transportation and administration of this Agreement, any Structured Lender Liquidity Arrangement other expenses incurred by or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses representatives of the Facility Agent Company and the Initial Purchaser in connection with presentations to prospective purchasers of the Notes shall be allocated as follows: costs relating to the chartered airplane shall be shared equally by the Company and the Initial Purchaser; costs relating to (i) the provision of local transportation services, (ii) the meeting space for such presentations and (iii) any amendments, waivers or consents executed catering expenses that were either (A) incurred in connection with this Agreement and any Structured Lender Liquidity Arrangement such meetings or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, B) incurred in connection with travel on the enforcement against TPVG chartered plane and billed separately from other flight related charges, shall be paid by the Initial Purchaser; costs relating to flights on commercial airlines and hotels shall be paid by the party that incurred such costs; and costs relating to the production, printing and distribution of all marketing materials shall be paid by the Company. For the avoidance of doubt, it is understood that the Company shall have no obligation to pay any fees, expenses or the Borrower disbursements of this Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel Cahixx Xxxxxx & Xeinxxx, xxunsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersInitial Purchaser.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand the costs, and all reasonable costs and expenses of the Facility Agent incurred by Lender in connection with the preparation, execution, delivery, syndication administration, modification and administration amendment of this Loan Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other Loan Documents and any other documents and agreements to be delivered hereunder or with respect heretohereunder, andincluding, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrowerwithout limitation, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent Lender with respect thereto and with respect to advising the Facility Agent Lender as to its rights and remedies responsibilities under this Loan Agreement and any Structured Lender Liquidity Arrangement or the other liquidity support facilityLoan Documents; provided however, that the Borrower shall not be obligated to pay in excess of Twenty Thousand Dollars ($20,000) with respect to the preparation, execution and delivery of this Loan Agreement. Borrower further agrees to pay all costs and expensesexpenses of Lender (including, if any (including without limitation, reasonable counsel fees and expenses), of the Facility Agentcourt costs and all other litigation expenses, the Agentsincluding, the Lenders but not limited to, reasonable expert witness fees, document copying expenses, exhibit preparation, courier expenses, postage expenses and their respective Affiliates, communication expenses) in connection with the enforcement against TPVG or the Borrower of this Agreement Loan Agreement, the other Loan Documents and any other documents delivered hereunder, including, without limitation, costs and expenses incurred in connection with any bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar proceeding, or any refinancing or restructuring in the nature of a "workout" of the Loan Documents and any other Transaction documents delivered by Borrower related thereto. In addition, Borrower shall pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Loan Agreement, the other Loan Documents and the other documents and agreements to be delivered hereunder or hereunder, and agrees to hold Lender harmless from and against any and all liabilities with respect hereto; provided that to or resulting from any delay in paying or omission to pay such taxes. Whenever Borrower is obligated to pay or reimburse Lender for any attorneys' fees, those fees shall include the case allocated costs for services of reimbursement Lender's in-house counsel. Payment from the Borrower of counsel amounts due pursuant to this SECTION 7.5 shall be due ten (10) days after it has received from the Lender written notice of the nature of the item for the Agents, which payment is required and the Lenders amount due, other than amounts due pursuant to the Facility Agent, such reimbursement last sentence of the previous paragraph which amounts shall be limited to one counsel for all such Agents and Lendersdue on demand.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1Borrower shall pay within five (5) ------------------------- Banking Days after demand, accompanied by an invoice therefor, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Administrative Agent in connection with the negotiation, preparation, executionsyndication, delivery, syndication execution and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf delivery of the Loan Documents and any amendment thereto or waiver thereof. Borrower further agrees to shall also pay all on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Facility Administrative Agent and the Lenders in connection with any amendmentsthe refinancing, waivers restructur ing, reorganization (including a bankruptcy reorganization) and --------- enforcement or consents executed in connection with this Agreement attempted enforcement of the Loan Documents, and any Structured Lender Liquidity Arrangement or matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other liquidity support facility, including out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel (including reasonably allocated costs of legal counsel employed by --------- the Administrative Agent or any Lender), independent public accountants and other outside experts retained by the Administrative Agent or any Lender, whether or not such costs and expenses are incurred or suffered by the Administrative Agent or any Lender in connection with or during the course of any bankruptcy or insolvency proceedings of any of Borrower or any Subsidiary thereof. Borrower shall pay any and all documentary and other taxes, excluding --------- (i) taxes imposed on or measured in whole or in part by a Lender's overall net income imposed on it by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business" or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for the Facility Agent with respect thereto and any period with respect to advising which it has failed to provide Borrower with the Facility Agent as appropriate form or forms required by Section 11.21, to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilitythe extent ----- such forms are then required by applicable Laws, and to pay all costs and costs, expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, charges payable or determined to be payable in connection with the enforcement against TPVG filing or the Borrower recording of this Agreement Agreement, any other Loan Document or any of the other Transaction Documents and the other documents and agreements instrument or writing to be delivered hereunder or thereunder, or in connection with any transaction pursuant hereto or thereto, and shall reimburse, hold harmless and indemnify on the terms set forth in 11.11 the Administrative Agent and the ----- Lenders from and against any and all loss, liability or legal or other expense with respect hereto; provided to or resulting from any delay in paying or failure to pay any such tax, cost, expense, fee or charge or that in any of them may suffer or incur by reason of the case failure of reimbursement any Party to perform any of counsel its Obligations. Any amount payable to the Administrative Agent or any Lender under this Section 11.3 shall ---- bear interest from the fifth Banking Day following the date of demand for payment at the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersDefault Rate.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay on demand all reasonable and documented costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration filing, recording, administration, modification, amendment or waiver of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility the Loan Notes and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityhereunder, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent, the Collateral Agent and the Paying Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and thereto. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses)) (A) in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Loan Notes and the other documents to be delivered hereunder and (B) incurred by the Facility Agent or the Collateral Agent in connection with the transactions described herein and in the other Transaction Documents, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Facility Agent or its counsel may at any time after an Event of Default shall have occurred and be continuing, engage professional consultants selected by the Facility Agent to conduct additional due diligence with respect to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the Collateral, assess the reasonableness of the methodology for the equitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Facility Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such professional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Facility Agent, the Agents, the Lenders Collateral Agent and their respective Affiliates, in connection with the enforcement each Lender harmless from and against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or all liabilities with respect hereto; provided that to or resulting from any delay in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, paying or omission to pay such reimbursement shall be limited to one counsel for all such Agents and LendersOther Taxes.

Costs, Expenses and Taxes. In addition to The Borrower and the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees other Credit Parties agree to pay on demand all reasonable costs and expenses of the Facility Agent Lender in connection with the negotiation, preparation, execution, delivery, syndication and administration delivery of this Agreement, any Structured Lender Liquidity Arrangement or the other liquidity support facility Loan Documents and the other documents and agreements Instruments to be delivered hereunder or with respect heretohereunder, andincluding, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including without limitation the reasonable fees and expenses of all legal counsel and independent consultants to the Lender and all other out-of-pocket expenses of counsel for the Facility Agent Lender up to US$100,000. The Borrower and the other Credit Parties agree to pay on demand all actual, out of pocket reasonable costs and expenses of the Lender in connection with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under administration of this Agreement and any Structured the other Loan Documents, including the reasonable costs and expenses incurred by the Lender Liquidity Arrangement or other liquidity support facilityin connection with one (1) annual site visit by the Lender to the Projects per year, and to pay all reasonable costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliatesany, in connection with the protection of the Lender’s rights with respect to and the enforcement against TPVG or the Borrower of this Agreement or any of Agreement, the other Transaction Loan Documents and the other documents and agreements to be delivered hereunder (whether incurred before, during or after commencement of any bankruptcy, reorganization or insolvency actions pertaining to a Credit Party). All such expenses will be itemized in reasonable detail. In addition, the Borrower and the other Credit Parties agree to pay any and all stamp, mortgage recording and other Taxes, filing fees, duties or charges payable or determined to be payable in connection with respect hereto; provided that in the case execution and delivery of reimbursement of counsel for this Agreement, the Agentsother Loan Documents and the other documents to be delivered hereunder, and the Lenders Borrower and the other than Credit Parties agree to indemnify and save the Facility AgentLender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Taxes, such reimbursement filing fees or charges. The Borrower and the other Credit Parties acknowledge that they shall be limited to one counsel for pay all such Agents aforementioned costs, expenses and Lenderstaxes regardless of whether any Loan is advanced.

Costs, Expenses and Taxes. In addition Lessee covenants and agrees with the Lessor that Xxxxxx shall pay, throughout the Term, all taxes, assessments, water and sewer rents, rates and charges, excises, levies, licenses and permit fees and other governmental charges, general and special, ordinary and extraordinary, unforeseen and foreseen, imposed by any governmental authority, which at any time during the Term of this Lease may be assessed, levied, imposed upon or arise or become due and payable out of or in respect of, or become a lien on, the Premises, or any part thereof or any appurtenance thereto, (hereinafter referred to collectively as “Impositions”). All Impositions shall be paid directly to the rights taxing authority before any fine, penalty, interest, or cost may be added thereto, or become due or be imposed by operation of indemnification granted under Section 17.1law for the nonpayment thereof. If Lessee desires to contest the amount or validity of any Impositions, Lessee may do so without being in default hereunder as to Xxxxxx’s obligations to pay Impositions, provided Xxxxxx gives the Borrower Lessor notice of Xxxxxx’s intention to do so and furnishes the Lessor with a bond acceptable in form to the Lessor made by a surety company qualified to do business in Xxxx County, Florida and acceptable to the Lessor, or TPVG on behalf pays cash to a recognized escrow agent in the amount of one and one-half (1.5) times the amount of the Borrower agrees Impositions intended to be contested, conditioned to any such tax or tax items when the validity thereof shall have been determined, and which written notice and bond or equivalent security shall be given by Lessee to the Lessor, not later than a day which is 15 days before the Impositions proposed to be contested would otherwise become delinquent. Lessee shall also pay directly to the proper authorities charged with the collection thereof all charges for water, sewer, gas, electricity, telephone and other utilities or services used or consumed on demand the Premises, whether called charge, tax, assessment, fee or otherwise, all reasonable costs and expenses such charges to be paid as the same from time to time become due. In the event that Lessee shall fail, refuse, or neglect to either make any or either of the Facility Agent payments in connection with this paragraph required, or to contest the preparationpayment of any such amounts as permitted in this paragraph, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and then the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent Lessor (without limitation as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the Lessor’s other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agentsremedies hereunder) may, and the Lenders other at its option, after having given Lessee not less than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lenders.ten

Costs, Expenses and Taxes. In addition Except as may be expressly set forth in this Loan Agreement, all statements, reports, certificates, opinions and other documents or information furnished by Borrowers, Corporate Guarantor, or Individual Guarantors to the rights of indemnification granted Lender under Section 17.1this Loan Agreement shall be supplied without cost to the Lender. In addition, the Borrower or TPVG on behalf of the Borrower Borrowers hereby agrees to pay on demand demand, whether or not the Loan is made hereunder, (i) all costs and expenses, including the reasonable fees and expenses of counsel, incurred by the Lender in connection with the making of the Loans and the preparation of this Loan Agreement, the other Loan Documents, and any other documents or agreements prepared in connection herewith or therewith, including due diligence and closing of the Loan, including the fees and expenses of counsel (in-house or outside) to Lender in connection with the negotiation and preparation of the Loan documentation, the fees and expenses of Lender in securing Lender's funds in the amount of $15,000,000 from BankUnited, in conjunction with the Loans, the costs of any environmental investigation and audit, appraisal, title insurance premiums, survey and inspection fees, whether or not the Loan actually closes; and (ii) all reasonable costs and expenses of collection (including reasonable attorneys' fees if such obligations are collected by or through an attorney at law) incident to the Facility Agent enforcement, protection or preservation of any right of the Lender under this Loan Agreement or the Notes. Further, Borrowers shall pay any and all stamp and other taxes and fees payable or determined to be payable in connection with the preparation, execution, delivery, syndication execution and administration delivery of this Loan Agreement, the Notes and any Structured Lender Liquidity Arrangement or other liquidity support facility Loan Document and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs save the Lender harmless from and expenses of the Facility Agent in connection with against any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and liabilities with respect to advising or resulting from any delay in paying or omission to pay such taxes or fees; provided, however, that none of Borrowers, Corporate Guarantor, or Individual Guarantors shall have liability for any income taxes (federal or state) owing by the Facility Agent Lender as to a result of its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement receipt of interest or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower of this Agreement or income under any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersLoan Documents.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1Borrowers shall pay within five (5) Banking Days after demand, accompanied by an invoice therefor, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Administrative Agent in connection with the negotiation, preparation, executionsyndication, delivery, syndication execution and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf delivery of the Borrower further agrees to Loan Documents and any amendment thereto or waiver thereof. Borrowers shall also pay all on demand, accompanied by an invoice therefor, the reasonable costs and expenses of the Facility Administrative Agent and the Lenders in connection with any amendmentsthe refinancing, waivers restructuring, reorganization (INCLUDING a bankruptcy reorganization) and enforcement or consents executed in connection with this Agreement attempted enforcement of the Loan Documents, and any Structured Lender Liquidity Arrangement or matter related thereto. The foregoing costs and expenses shall include filing fees, recording fees, title insurance fees, appraisal fees, search fees, and other liquidity support facility, including out-of-pocket expenses and the reasonable fees and out-of-pocket expenses of any legal counsel for (INCLUDING reasonably allocated costs of legal counsel employed by the Facility Administrative Agent with respect thereto or any Lender), independent public accountants and with respect to advising other outside experts retained by the Facility Administrative Agent as to its rights and remedies under this Agreement and or any Structured Lender Liquidity Arrangement Lender, whether or other liquidity support facility, and to pay all not such costs and expenses, if expenses are incurred or suffered by the Administrative Agent or any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, Lender in connection with or during the enforcement against TPVG course of any bankruptcy or the Borrower insolvency proceedings of this Agreement any of Borrowers or any of the other Transaction Documents Subsidiary thereof. Such costs and the other documents and agreements to be delivered hereunder or with respect hereto; provided that expenses shall also include, in the case of reimbursement any amendment or waiver of counsel any Loan Document requested by Borrowers, the administrative costs of the Administrative Agent reasonably attributable thereto. Borrowers shall pay any and all documentary and other taxes, EXCLUDING (i) taxes imposed on or measured in whole or in part by its overall net income imposed on it by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or Eurodollar Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is "doing business" or (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed to provide Borrowers with the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lenders.appropriate form or forms required by

Costs, Expenses and Taxes. In addition The Lender shall be reimbursed by Borrowers, without further motion to or hearing by the rights of indemnification granted under Section 17.1Bankruptcy Court, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand for all reasonable costs and expenses of the Facility Agent in connection with the preparation(including, executionwithout limitation, deliveryall filing and recording fees and taxes, syndication reasonable attorneys' and administration of this Agreementparalegals' fees and expenses, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket audit expenses) incurred by the Lender in connection with: (i) the negotiation, preparation, execution and delivery of the DIP Orders, the Postpetition Loan Documents and the Motion (as such term is defined in the DIP Orders) and related orders, instruments, documents, and agreements (including without limitation, this Agreement and the other Postpetition Loan Documents), and any amendment, supplement or modification of the terms thereof, or any waiver or consent thereunder or in respect thereof, and the consummation of the transactions contemplated hereby and thereby, provided that any such costs and expenses incurred under this subsection (i) prior to the entry of counsel for the Facility Agent Interim DIP Order shall not exceed $25,000; (ii) the monitoring, enforcement, preservation and protection of the Lender's rights hereunder and under the other Postpetition Loan Documents and the DIP Orders (including, without limitation, the perfection of the Lender's security interest in the Collateral); (iii) the collection of all Loans and other Liabilities by the Lender; (iv) the defense of any claim or action asserted or brought against the Lender by any Person (including the Borrowers) that arises from or relates to the Postpetition Loan Documents, the DIP Orders, the Lender's claims against the Borrowers or any and all matters in connection therewith; (v) the commencement or defense of, or intervention in any court proceeding with respect thereto and to, matters referred to in the DIP Orders; (vi) the filing of any petition, complaint, answer, motion, or other pleading, or taking of any other similar action, with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement Collateral; (vii) the protection, collection, lease, license, sale, taking possession of, or liquidation or other liquidity support facilitydisposition of any of the Collateral or the Lender's interest therein; (viii) any attempt to enforce any Lien on or security interest in any of the Collateral; or (ix) the receipt of any advice with respect to any of the foregoing. In addition, the Borrowers agree to pay, indemnify and to pay hold the Lender harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs and expenses, if any expenses (including reasonable counsel attorneys' and paralegals' fees and expenses)) relating to or in any way arising out of (w) any and all recording and filing fees and any and all liabilities with respect to stamp, of excise and other taxes, if any, which may be payable or determined to be payable by the Facility Agent, the Agents, the Lenders and their respective Affiliates, Borrowers in connection with the enforcement against TPVG or the Borrower of this Agreement execution and delivery of, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the DIP Orders, this Agreement, the other Postpetition Loan Documents and any other similar orders, agreements, instruments and documents, (x) the Lender's possession, use, operation or control of the other Transaction Documents and Borrowers' assets resulting from its enforcement of rights hereunder, under the other documents Postpetition Loan Documents or under either of the DIP Orders or under applicable law, except those resulting from the Lender's gross negligence or willful misconduct, (y) the Borrowers' license fees, bonding premiums and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agentsrelated taxes and charges, and (z) the Lenders Borrowers' real and personal property taxes, assessments and charges and all of the Borrowers' franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other than taxes and other governmental charges assessed against the Facility AgentBorrowers, such reimbursement or payable by the Borrowers. All of the foregoing costs, expenses, taxes, claims, demands, liabilities, losses, damages and penalties shall be limited added to one counsel for all such Agents and Lendersbecome part of the Liabilities hereunder, and shall be payable in accordance with Section 2.6.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, (including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto (and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expensesof local counsel, if any (including reasonable counsel fees and expensesany, who may be retained by said counsel), of the Facility Agent, the Agents, the Lenders and their respective Affiliates), in connection with the enforcement against TPVG or the Borrower preparation, execution, delivery and administration of this Agreement or any of Agreement, the Notes (if any), the other Transaction Operative Documents and the all other instruments or documents and agreements provided for herein or delivered or to be delivered hereunder or under any of the other Operative Documents or in connection herewith or therewith and (b) all out-of-pocket costs and expenses (including reasonable attorneys' fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Bank in connection with respect hereto; provided that in the case enforcement of reimbursement this Agreement, the Notes (if any), any of the other Operative Documents or any such other instruments or documents. Each Bank agrees to reimburse the Agent for such Bank's pro rata share (based upon its respective Percentage) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Borrower other than any fees and out-of-pocket expenses of counsel for the AgentsAgent which exceed the amount which the Borrower has agreed with the Agent to reimburse. In addition, the Borrower agrees to pay, and to hold the Lenders Agent and the Banks harmless from all liability for, any stamp or other than Taxes which may be payable in connection with the Facility Agentexecution and delivery of this Agreement and the other Operative Documents, such reimbursement the borrowings hereunder, the issuance of the Notes (if any) or the execution and delivery of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided for in this Section 12.4 shall be limited to one counsel for all such Agents and Lenderssurvive repayment of the Loans, cancellation of the Notes (if any) or any termination of this Agreement.

Costs, Expenses and Taxes. In addition (VI) By way of clarification, and not of limitation of Sections 1.7 or 3.1, the Seller shall pay to the rights Administrator, each Liquidity Agent, each Purchaser Agent and each member of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay each Purchaser Group on demand all reasonable costs and expenses of the Facility Agent in connection with (i) the preparation, execution, delivery, syndication delivery and administration (including amendments or waivers of any provision) of this Agreement, any Structured Lender Liquidity Arrangement Agreement or other liquidity support facility and the other Transaction Documents and other documents and agreements to be delivered hereunder and thereunder, (ii) the sale of the Purchased Interest (or with respect heretoany portion thereof) from the Seller to the Purchasers hereunder, and(iii) the perfection (and continuation) of the Administrator’s rights in the Receivables, subject Collections and other Pool Assets, (iii) the enforcement by the Administrator, any Purchaser Agent or any member of any Purchaser Group of the obligations of the Seller, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (iv) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including Attorney Costs of legal counsel for the Administrator and any member of any Purchaser Group relating to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees foregoing or to pay advising the Administrator, any member of any Purchaser Group, any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under any Transaction Document or any other document, agreement or instrument related thereto and all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), Attorney Costs) of the Facility AgentAdministrator, the Agents, the Lenders each Purchaser Agent and their respective Affiliates, each Purchaser in connection with the enforcement against TPVG or administration of the Transaction Documents or any other document, agreement or instrument related thereto. The Seller shall reimburse the Administrator and each Purchaser Agent for the cost of such Person’s auditors auditing the books, records and procedures of the Seller or the Borrower Servicer and the cost of this Agreement such Person’s due diligence. The Seller shall reimburse each Conduit Purchaser on demand for all reasonable costs and expenses incurred by such Conduit Purchaser in connection with the Transaction Documents or any the transactions contemplated thereby, including certain costs related to the Rating Agencies and reasonable fees -28- and out of pocket expenses of counsel of the other Administrator and each member of any Purchaser Group for advice relating to such Conduit Purchaser’s operation in connection with the transactions contemplated by the Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersDocuments.

Costs, Expenses and Taxes. In addition Notwithstanding anything to the rights of indemnification granted under Section 17.1contrary provided herein or elsewhere, the Borrower or TPVG on behalf of the Borrower agrees to pay (A) on demand the Closing Date all reasonable costs of the Lender’s Expenses; and (B) following the Closing Date, all fees and expenses of incurred by the Facility Agent Lender (including, but not limited to, outside counsel to the Lenders) in connection with the preparationadministration and enforcement of the Documents, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility the Collateral and/or and the Loan. Without limitation, Borrower acknowledges and agrees that the Lender’s field audit and appraisal fees shall be charged to Borrower. In addition, Borrower shall pay any and all stamp, transfer and other documents and agreements similar taxes payable or determined to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, payable in connection with the enforcement execution and delivery of the Documents agrees to hold the Lender harmless from and against TPVG any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. If any suit or proceeding arising from any of the foregoing is brought against the Lender, Borrower, to the extent and in the manner directed by Lender, will resist and defend such suit or proceeding or cause the same to be resisted and defended by counsel approved by Lender. If Borrower shall fail to do any act or thing which each has covenanted and/or agreed to do under this Agreement and/or any other Document or any representation or warranty on the part of Borrower contained in this Agreement and/or any other Document shall be breached, the Lender may, in its sole and absolute discretion, do the same or cause it to be done or remedy any such breach, and may expend its funds for such purpose; and any and all amounts so expended by the Lender shall be repayable to the Lenders by Borrower immediately upon each Lender’s demand therefor, with interest at a rate equal to sixteen (16%) percent during the period from and including the date funds are so expended by the Lender to the date of repayment in full, and any such amounts due and owing to the Lender shall be deemed to be part of the Liabilities secured hereunder and under the other Documents. The obligations of Borrower under this Section 9.4 shall survive the termination of this Agreement or any and the discharge of the other Transaction Documents and obligations of Borrower under the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersDocuments.

Costs, Expenses and Taxes. t) In addition to the rights of indemnification granted to the Backup Servicer (whether in its capacity as Backup Servicer or successor Servicer), the Custodian, the Lenders’ Bank, each Lender and its respective Affiliates under Section 17.18.01 hereof, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable (and reasonably documented) costs and expenses of the Facility Agent Backup Servicer, the Custodian, the Lenders’ Bank and each Lender incurred in connection with the preparation, executionexecution or delivery of, deliveryor any waiver or consent issued or amendment prepared in connection with, syndication this Agreement, the other Transaction Documents and administration the other documents to be delivered hereunder or in connection herewith or therewith or incurred in connection with any amendment, waiver or modification of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility Transaction Document, and the any other documents and agreements to be delivered hereunder or thereunder or in connection herewith or therewith that is necessary or requested (and, with respect heretoto such Lender, and, subject to actually entered into) by any cap on such costs and expenses agreed upon in a separate letter agreement among of the Borrower, TPVG and the Facility Agent and the Borrower Servicer, such Lender or TPVG on behalf made necessary or desirable as a result of the Borrower further agrees actions of any regulatory, tax or accounting body affecting such Lender and its Affiliates, or which is related to pay all reasonable costs and expenses an Event of the Facility Agent in connection with any amendmentsDefault, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityincluding, including without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent Backup Servicer, the Custodian, the Lenders’ Bank and each Lender with respect thereto and with respect to advising the Facility Agent Backup Servicer, the Custodian, the Lenders’ Bank and each Lender as to its their respective rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement the other documents to be delivered hereunder or other liquidity support facilityin connection herewith, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of incurred by the Facility AgentBackup Servicer, the AgentsCustodian, the Lenders and their respective Affiliates, Lenders’ Bank or any Lender in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lendersconnection herewith.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand (without duplication), all of the following fees, costs and expenses incurred by Lender: (1) all reasonable costs and expenses of the Facility Agent in connection with the negotiation, preparation, executionprinting, deliverytyping, syndication reproduction, execution and delivery of the Loan Documents and any and all other documents furnished pursuant hereto or in connection herewith, including, without limitation, the fees and out of pocket expenses of outside counsel to Lender, as well as the fees and out of pocket expenses of such counsel in connection with the foregoing and the administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay ; (2) all reasonable costs and expenses of the Facility Agent in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of any amendments, waivers amendments or consents executed modifications of (or supplements to) any of the foregoing and any and all other documents furnished pursuant thereto or in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilitytherewith, including including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto retained by Lender relative thereto; (3) all UCC and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilitylien search fees, and to pay all title insurance, survey, appraisal, environmental evaluation fees, costs and expenses, if any (including reasonable counsel and all costs, fees and expensestaxes payable in connection with the filing or recording of any Loan Documents or financing statements; (4) all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses of Lender), of the Facility Agent, the Agents, the Lenders and their respective Affiliatesif any, in connection with the enforcement against TPVG or the Borrower of this Agreement and/or any other Loan Documents or other agreement furnished pursuant hereto or thereto or in connection herewith or therewith; and (5) all costs and expenses incurred by Lender in conducting an independent audit or review by Lender's internal staff of the books and records of Borrower and the collateral provided under the Loan Documents, including, without limitation, the costs and expenses of annual field exams of the Secured Property. In addition, Borrower shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, or any of the other Transaction Documents Loan Documents, or the issuance of the Notes, or the making of the Loans, and the other documents agrees to save and agreements to be delivered hereunder or hold Lender harmless from and against any and all liabilities with respect hereto; provided that to, or resulting from, any delay in the case of reimbursement of counsel for the Agentspaying, and the Lenders other than the Facility Agentor omission to pay, such reimbursement taxes. Any portion of the foregoing fees, costs and expenses which remains unpaid following Lender's statement and request for payment thereof shall be limited bear interest from the date of such statement and request to one counsel for all such Agents and Lendersthe date of payment at a per annum rate equal to the Default Rate.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees promptly to pay pay, or cause to be paid (A) on demand the Effective Date and on such later date or dates on which the Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of outside counsel for the Liquidity Provider) of the Facility Agent Liquidity Provider in connection with the preparation, negotiation, execution, delivery, syndication filing and administration recording of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility Operative Agreement and the any other documents and agreements to which may be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility(B) on demand, including the all reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any expenses (including reasonable counsel fees and expenses), ) of the Facility Agent, the Agents, the Lenders and their respective Affiliates, Liquidity Provider in connection with (i) the enforcement against TPVG or the Borrower of this Agreement or any other Operative Agreement, (ii) any Liquidity Event of Default or any collection, bankruptcy, insolvency and other enforcement proceedings in connection therewith, (iii) the modification or amendment of, or supplement to, this Agreement or any other Transaction Documents and the Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or any waiver or consent thereunder (whether or not the same shall become effective) or (iv) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, the Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of funds in the Cash Collateral Account. In addition, the Borrower shall pay any and agreements all recording, stamp and other similar taxes and fees payable or determined to be delivered hereunder or payable in the United States in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to hold the Liquidity Provider harmless from and against any and all liabilities with respect hereto; provided that to or resulting from any delay in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, paying or omission to pay such reimbursement shall be limited to one counsel for all such Agents and Lenderstaxes or fees.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Each Borrower agrees to pay on demand all reasonable costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees (without duplication) to pay all reasonable costs and expenses of the Facility Agent in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of this Agreement, the Notes and the other Loan Documents, any amendments, waivers amendment or consents executed modifications of (or supplements to) any of the foregoing and any and all other documents furnished pursuant hereto or thereto or in connection with this Agreement and any Structured Lender Liquidity Arrangement herewith or other liquidity support facilitytherewith, including without limitation the reasonable fees and out-of-pocket expenses of XXXXXXXXXX, special counsel for to the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement Banks, and any Structured Lender Liquidity Arrangement local counsel retained by the Managing Agent relative thereto or (but not as well as) the reasonable allocated costs of staff counsel as well as the fees and out-of-pocket expenses of counsel, independent public accountants and other liquidity support facilityoutside experts retained by the Managing Agent in connection with the administration of this Agreement, and to pay all search fees, appraisal fees and expenses, title insurance policy fees, costs and expenses and filing and recording fees and all costs and expensesexpenses (including, without limitation, reasonable attorneys' fees and expenses or (but not as well as) the reasonable allocated costs of staff counsel), if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliatesany, in connection with the enforcement against TPVG of this Agreement, the Loan Obligations, the Notes, any other Loan Document or any other agreement furnished pursuant hereto or thereto or in connection herewith or therewith. In addition, the appropriate Borrower shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, the Notes, any other Loan Document or the making of any Loan, and each Borrower agrees to save and hold the Managing Agent and each Bank harmless from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such taxes. Any portion of the foregoing fees, costs and expenses which remains unpaid within two (2) days of the next Monthly Borrowing Date which is at least ten (10) Business Days after any Bank's statement and request for payment thereof shall bear interest from the date of such statement and request to the date of payment at the Default Rate. The appropriate Borrower will indemnify and hold harmless each Bank and the Managing Agent and each director, officer, employee and Affiliate of each Bank and the Managing Agent from and against all losses, claims, damages, expenses or liabilities to which such Bank or the Managing Agent or such director, officer, employee or affiliated Person may become subject, insofar as such losses, claims, damages, expenses or liabilities (or actions, suits or proceedings including any inquiry or investigation or claims in respect thereof) arise out of, in any way relate to, or result from the transactions contemplated by this Agreement or any of the other Transaction Loan Documents and to reimburse each of the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, Banks and the Lenders Managing Agent and each such director, officer, employee or affiliated Person, upon their demand, for any reasonable legal or other than expenses (or (but not as well as) the Facility Agentreasonable allocated costs of staff counsel) incurred in connection with investigating, preparing to defend or defending any such reimbursement shall be limited to one counsel for all such Agents and Lenders.loss, claim, damage, liability, action or claim; provided, however:

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, (including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto (and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expensesof local counsel, if any (including reasonable counsel fees and expensesany, who may be retained by said counsel), of the Facility Agent, the Agents, the Lenders and their respective Affiliates), in connection with the enforcement against TPVG or the Borrower preparation, execution, delivery and administration of this Agreement Agreement, the Notes and all other instruments or any of the other Transaction Documents and the other documents and agreements provided for herein or delivered or to be delivered hereunder or in connection herewith and (b) 180-Day Credit Agreement all out-of-pocket costs and expenses (including reasonable attorneys’ fees and legal expenses and allocated costs of staff counsel) incurred by the Agent and each Bank in connection with respect hereto; provided that in the case enforcement of this Agreement, the Notes or any such other instruments or documents. Each Bank agrees to reimburse the Agent for such Bank’s pro rata share (based upon its respective Percentage, determined at the time such reimbursement is sought) of any such costs or expenses incurred by the Agent on behalf of all the Banks and not paid by the Company other than any fees and out-of-pocket expenses of counsel for the AgentsAgent which exceed the amount which the Company has agreed with the Agent to reimburse. In addition, the Company agrees to pay, and to hold the Lenders Agent and the Banks harmless from all liability for, any stamp or other than Taxes which may be payable in connection with the Facility Agentexecution and delivery of this Agreement, such reimbursement the borrowings hereunder, the issuance of the Notes (if any) or the execution and delivery of any other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided for in this Section 13.5 shall be limited to one counsel for all such Agents and Lenderssurvive repayment of the Loans, cancellation of the Notes or any termination of this Agreement.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower The Company agrees to pay on demand (without duplication), all of the following fees, costs and expenses incurred by the Bank: (i) all reasonable costs and expenses of the Facility Agent in connection with the negotiation, preparation, executionprinting, deliverytyping, syndication reproduction, execution and delivery of the Loan Documents and any and all other documents furnished pursuant hereto or in connection herewith, including without limitation the reasonable fees and out-of-pocket expenses of Messrs. Bakex & Xanixxx, xxecial counsel to the Bank, as well as the fees and out-of-pocket expenses of such counsel in connection with the foregoing and the administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay (ii) all reasonable costs and expenses of the Facility Agent in connection with the negotiation, preparation, printing, typing, reproduction, execution and delivery of any amendments, waivers amendments or consents executed modifications of (or supplements to) any of the foregoing and any and all other documents furnished pursuant thereto or in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilitytherewith, including without limitation the reasonable fees and out-of-pocket expenses of counsel for retained by the Facility Agent with respect Bank relative thereto (or, but not as well as, the reasonable allocated costs of staff counsel), (iii) all UCC and with respect to advising the Facility Agent as to its rights Lien search fees and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel all fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, taxes payable in connection with the filing or recording of any Loan Documents or financing statements; (iv) all costs and expenses (including, without limitation, reasonable attorneys' fees and expenses of the Bank), if any, incurred in connection with the administration and enforcement against TPVG or the Borrower of this Agreement and/or any other Loan Documents or other agreement furnished pursuant hereto or thereto or in connection herewith or therewith; and (v) all costs and expenses incurred by the Bank in conducting an independent audit or review by the Bank's internal staff of the books and records of the Company and the Collateral provided under the Loan Documents. In addition, the Company shall pay any and all stamp, transfer and other similar taxes payable or determined to be payable in connection with the execution and delivery of this Agreement, or any of the other Transaction Documents Loan Documents, or the issuance of the Notes, or the making of the Loans, and agrees to save and hold the other documents Bank harmless from and agreements to be delivered hereunder or against any and all liabilities with respect hereto; provided that to or resulting from any delay in the case of reimbursement of counsel for the Agentspaying, and the Lenders other than the Facility Agentor omission to pay, such reimbursement taxes. Any portion of the foregoing fees, costs and expenses which remains unpaid following the Bank's statement and request for payment thereof shall bear interest from the date of such statement and request to the date of payment at a per annum rate equal to the Default Rate, that the Bank shall be limited entitled to one counsel for all such Agents and Lendersrely thereon.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay on demand all reasonable and documented costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration filing, recording, administration, modification, amendment and/or waiver of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility the Loan Notes and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityhereunder, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent and the Paying Agent with respect thereto and with respect to advising the Facility Agent and the Paying Agent as to its rights and remedies responsibilities under this Agreement and any Structured Lender Liquidity Arrangement or the other liquidity support facility, and Transaction Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, ) (A) in connection with the enforcement against TPVG (whether through negotiations, legal proceedings or the Borrower otherwise) of this Agreement or any of Agreement, the other Transaction Documents Loan Notes and the other documents and agreements to be delivered hereunder and (B) incurred by the Agent or the Paying Agent in connection with the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause competitive harm to the company if publicly disclosed. and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Agent or its counsel may at any time after an Event of Default shall have occurred and be continuing, engage professional consultants selected by the Agent to conduct additional due diligence with respect hereto; provided that to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the case Collateral, assess the reasonableness of reimbursement of counsel the methodology for the Agentsequitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the Lenders other than asset base of the Facility Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such professional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Agent, the Paying Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such reimbursement shall be limited to one counsel for all such Agents and LendersOther Taxes.

Costs, Expenses and Taxes. In addition (a) By way of clarification, and not of limitation, of Sections 1.7, 1.19 or 3.1, the Seller shall pay to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay Administrator and/or any Purchaser on demand all reasonable costs and expenses of the Facility Agent in connection with (i) the preparation, execution, delivery, syndication delivery and administration (including amendments or waivers of any provision) of this Agreement, any Structured Lender Liquidity Arrangement Agreement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect heretoTransaction Documents, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among (ii) the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf sale of the Borrower further agrees to pay all Purchased Interest (or any portion thereof), (iii) the perfection (and continuation) of the Administrator’s rights in the Receivables, Collections and other Pool Assets, (iv) the enforcement by the Administrator or the Purchasers of the obligations of the Seller, the Transferor, the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (v) the maintenance by the Administrator of the Lock-Box Accounts (and any related lock-box or post office box), including reasonable fees, costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of legal counsel for the Facility Agent with respect thereto and with respect Administrator the Purchasers relating to any of the foregoing or to advising the Facility Agent as to Administrator, any Purchaser, any Liquidity Provider or any other Program Support Provider about its rights and remedies under this Agreement any Transaction Document and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any expenses (including reasonable counsel fees and expenses), ) of the Facility Agent, the Agents, the Lenders Administrator and their respective Affiliates, any Purchaser in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Documents and in connection with the other documents administration of the Transaction Documents. Subject to Section 1(e) of Exhibit IV of this Agreement, the Seller shall reimburse the Administrator and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel each Purchaser for the Agentscost of such Person’s auditors (which may be employees of such Person) auditing the books, records and procedures of the Seller or the Servicer. The Seller shall reimburse the Issuer for any amounts the Issuer must pay to any Liquidity Provider or other Program Support Provider on account of any Tax. The Seller shall reimburse the Issuer on demand for all reasonable costs and expenses incurred by the Issuer or any holder of membership interests of the Issuer in connection with the Transaction Documents or the transactions contemplated thereby, including costs related to the auditing of the Issuer’s books by certified public accountants, and the Lenders other than Rating Agencies and fees and out of pocket expenses of counsel of the Facility AgentAdministrator and any Purchaser, or any membership interest holder, or administrator, of such reimbursement shall be limited for advice relating to one counsel for all such Agents and Lendersthe Issuer’s operation.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Borrower agrees to pay on demand all reasonable and properly documented costs and expenses of the Facility Agent, including, but not limited to, (a) syndication, administration, travel and out-of-pocket expenses, including but not limited to attorneys' fees and expenses, of Agent in connection with the preparation, execution, delivery, syndication negotiation and closing of the Loan Documents and the administration of this Agreementthe Loan Documents, any Structured Lender Liquidity Arrangement or other liquidity support facility the collection and disbursement of all funds hereunder and the other instruments and documents and agreements to be delivered hereunder or with respect heretohereunder, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and (b) extraordinary expenses of the Facility Agent in connection with any amendmentsthe administration of the Loan Documents and the other instruments and documents to be delivered hereunder, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including (c) the reasonable fees and out-of-pocket expenses of special counsel for the Facility Agent with respect thereto and Agent, with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityforegoing, and of local counsel, if any, who may be retained by said special counsel with respect thereto. Borrower also agrees to pay on demand all properly documented costs and expensesexpenses of Agent and the Lenders, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliatesattorneys' fees, in connection with the restructuring or enforcement against TPVG or of the Borrower of Debt, this Agreement or any Related Writing. In addition, Borrower shall pay any and all properly documented stamp and other taxes and fees payable or determined to be payable in connection with the execution and delivery of the other Transaction Documents Loan Documents, and the other instruments and documents and agreements to be delivered hereunder or hereunder, and agrees to hold Agent and each Lender harmless from and against any and all liabilities with respect hereto; provided that to or resulting from any delay in the case of reimbursement of counsel for the Agents, and the Lenders paying or omission to pay such taxes or fees other than those liabilities resulting from the Facility gross negligence or willful misconduct of Agent, or, with respect to amounts owing to a Lender, such reimbursement shall be limited to one counsel for all such Agents and LendersLender, in each case as determined by a court of competent jurisdiction.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration filing, recording, administration, modification, amendment and/or waiver of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility the Loan Notes and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityhereunder, including the reasonable fees and documented out-of-pocket fees and expenses of counsel for the Facility Administrative Agent and the Paying Agent with respect thereto and with respect to advising the Facility Administrative Agent and the Paying Agent as to its rights and remedies responsibilities under this Agreement and any Structured Lender Liquidity Arrangement or the other liquidity support facility, and Transaction Documents. The Borrower further agrees to pay on demand all reasonable and documented out-of-pocket costs and expenses, if any (including reasonable and documented counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, ) (A) in connection with the enforcement against TPVG (whether through negotiations, legal proceedings or the Borrower otherwise) of this Agreement or any of Agreement, the other Transaction Documents Loan Notes and the other documents and agreements to be delivered hereunder and (B) incurred by the Administrative Agent or the Paying Agent in connection with the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented out-of-pocket counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without limiting the foregoing, the Borrower acknowledges and agrees that the Administrative Agent or its counsel may at any time after an Event of Default shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent to conduct additional due diligence with respect hereto; provided that to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the case Collateral, assess the reasonableness of reimbursement of counsel the methodology for the Agentsequitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Administrative Agent and assess the reasonableness and feasibility of those forecasts and make [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. any recommendations based on that review, if appropriate, and (C) verify the Lenders other than asset base of the Facility Borrower and the Borrower’s valuation of its assets, as well as certain matters related thereto. The reasonable and documented out-of-pocket fees and expenses of such professional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Administrative Agent, the Paying Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such reimbursement shall be limited to one counsel for all such Agents and LendersOther Taxes.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay on demand all reasonable and documented costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration filing, recording, administration, modification, amendment or waiver of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility the Loan Notes and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilityhereunder, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Administrative Agent, any Lender and the Paying Agent with respect thereto and with respect to advising the Facility Administrative Agent, such Lender and the Paying Agent as to its their respective rights and remedies responsibilities under this Agreement and any Structured Lender Liquidity Arrangement or the other liquidity support facility, and Transaction Documents. The Borrower further agrees to pay on demand all costs and expenses, if any (including reasonable and documented counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, ) (A) in connection with the enforcement against TPVG (whether through negotiations, legal proceedings or the Borrower otherwise) of this Agreement or any of Agreement, the other Transaction Documents Loan Notes and the other documents and agreements to be delivered hereunder and (B) incurred by the Administrative Agent, any Lender or the Paying Agent in connection with the transactions described herein and in the other Transaction Documents, or any potential Takeout Transaction, including in any case reasonable and documented counsel fees and expenses in connection with the enforcement of rights under this Section 10.6. Without [***] = Certain information has been excluded from this exhibit because it is both not material and would likely cause harm to the company if publicly disclosed. limiting the foregoing, the Borrower acknowledges and agrees that the Administrative Agent or its counsel may at any time after an Event of Default shall have occurred and be continuing, engage professional consultants selected by the Administrative Agent to conduct additional due diligence with respect hereto; provided that to the transactions contemplated hereby, including (A) review and independently assess the existing methodology employed by the Borrower in allocating Collections with respect to the case Collateral, assess the reasonableness of reimbursement of counsel the methodology for the Agentsequitable allocation of those Collections and make any recommendations to amend the methodology, if appropriate, (B) review the financial forecasts submitted by the Borrower to the Administrative Agent and assess the reasonableness and feasibility of those forecasts and make any recommendations based on that review, if appropriate, and (C) verify the asset base of the Borrower and the Borrower’s valuation of their assets, as well as certain matters related thereto. The reasonable and documented fees and expenses of such professional consultants, in accordance with the provisions of this Section 10.6, shall be at the sole cost and expense of the Borrower. In addition, the Borrower shall pay any and all Other Taxes and agrees to save the Administrative Agent, the Paying Agent and each Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such Other Taxes. Notwithstanding anything to the contrary set forth in this Section 10.6, the Borrower shall not be required to pay the costs or expenses of the Lenders other than following an Event of Default if such costs or expenses are related to disputes among the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lenders.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the Each Borrower agrees to pay on demand (a) all reasonable out-of-pocket costs and expenses of the Facility Sole Lead Arranger (including the reasonable fees and charges of counsel for the Sole Lead Arranger and of local counsel, if any, who may be retained by said counsel) incurred on or prior to the Amendment Effective Date in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith and in connection with prior unconsummated financings, (b) all reasonable out-of-pocket costs and expenses of the Administrative Agent (including the reasonable fees and charges of counsel for the Administrative Agent and of local counsel, if any, who may be retained by said counsel) in connection with the preparation, execution, delivery, syndication delivery and administration of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility and the other Loan Documents and all other documents and agreements provided for herein or delivered or to be delivered hereunder or with respect heretoin connection herewith (including any amendment, and, subject supplement or waiver to any cap on such Loan Document and the consideration of legal considerations related to any Loan Document), and (c) all reasonable out-of-pocket costs and expenses agreed upon in a separate letter agreement among (including reasonable attorneys’ fees, court costs and other legal expenses) incurred by the Borrower, TPVG and the Facility Administrative Agent and the Borrower each Lender after an Event of Default in connection with (i) enforcing any Loan Documents or TPVG on behalf Obligation or any security therefor or exercising or enforcing any other right or remedy available by reason of such Event of Default; (ii) any refinancing or restructuring of the Borrower further credit arrangements provided under this Agreement in the nature of “work-out” or in any insolvency or bankruptcy proceeding; (iii) commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to any Loan Document, the Obligations, or otherwise related to or arising out of the transactions contemplated hereby or by any of the other Loan Documents; and (iv) taking any other action in or with respect to any suit or proceeding (bankruptcy or otherwise) described in clauses (i) through (iii) above. Each Lender agrees to pay all reasonable reimburse the Administrative Agent for such Lender’s pro rata share (based on its respective Voting Percentage) of any such costs and expenses of the Facility Administrative Agent in connection with any amendmentsnot paid by the Borrowers. In addition, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect Borrowers agree to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facilitypay, and to pay all costs save the Administrative Agent and expenses, if any (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliatesharmless from all liability for, any stamp or other taxes which may be payable in connection with the enforcement against TPVG execution and delivery of this Agreement, the borrowings hereunder or the Borrower execution and delivery of this Agreement any other Loan Document or any of the other Transaction Documents and the other documents and agreements document provided for herein or delivered or to be delivered hereunder or with respect hereto; in connection herewith. All obligations provided that for in this Section 15.6 shall survive repayment of the case Obligations and any termination of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and Lendersthis Agreement.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1to the Deal Agent, the Borrower Purchasers and their respective Affiliates under Article VI hereof, the Issuer agrees to pay on demand all costs and expenses incurred by a Purchaser or TPVG on behalf the Deal Agent, and their respective Affiliates, successors or assigns, with respect to enforcing their respective rights and remedies as against the Issuer under this Agreement, the Indenture, any Class A Note, any other Deal Document and the other documents to be delivered hereunder or in connection herewith; PROVIDED, however, that none of the Borrower Deal Agent, any Purchaser or any affiliate thereof shall be entitled to any such payment (and shall reimburse the Issuer for any such payments previously received) if such person has been determined by a court of competent jurisdiction to not be entitled to receive indemnification pursuant to Article VI hereof in connection with such enforcement. The Issuer also agrees to pay on demand all costs and expenses of the Purchasers and the Deal Agent, and their respective Affiliates, successors or assigns, if any (including reasonable counsel fees and expenses), incurred in connection with the negotiation, execution, and delivery of this Agreement and the transactions contemplated hereby and/or the enforcement, administration (including periodic auditing), amendment or modification of, or any waiver or consent issued in connection with, this Agreement, the Indenture, the Class A Note, any other Deal Document and the other documents to be delivered hereunder or thereunder, or in connection herewith or therewith. The Issuer also agrees to pay on demand all reasonable out-of-pocket costs and expenses of incurred by a Purchaser or the Facility Deal Agent in connection with the preparationadministration (including periodic auditing, executionrating agency requirements, delivery, syndication modification and administration amendment) of this Agreement, any Structured Lender Liquidity Arrangement or other liquidity support facility the Deal Documents and the other documents and agreements to be delivered hereunder or with respect heretohereunder, andincluding, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrowerwithout limitation, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for Purchaser and the Facility Deal Agent with respect thereto and with respect to advising the Facility Purchaser and the Deal Agent as to its their rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any (including reasonable counsel fees and expenses), of the Facility AgentAgreement, the Agents, the Lenders and their respective Affiliates, in connection with the enforcement against TPVG or the Borrower of this Agreement or any of the other Transaction Deal Documents and the other documents and agreements executed pursuant hereto. Any amounts subject to the provisions of this Section 9.10 shall be delivered hereunder or with respect hereto; provided that in paid by the case of reimbursement of counsel for Issuer to the AgentsDeal Agent within ten (10) Business Days following the Deal Agent's written demand therefor. Notwithstanding anything to the contrary, and the Lenders other than the Facility Agent, such reimbursement Issuer's obligations to make payments under this Section 9.10 shall be limited solely to one counsel funds available from time to time for all such Agents purpose pursuant to Section 3.2 of the Supplement and Lendersto the extent they are not so paid, such obligations shall not constitute a claim against the Issuer or the Collateral.

Costs, Expenses and Taxes. In addition to the rights of indemnification granted under Section 17.1, the Borrower or TPVG on behalf of the The Borrower agrees to pay pay, or cause to be paid (A) subject to the terms of the Fee Letter on demand the Effective Date and on such later date or dates on which the Primary Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses of the Primary Liquidity Provider in connection with the preparation, negotiation, execution, delivery, filing and recording of this Agreement, any other Operative Agreement and any other documents which may be delivered in connection with this Agreement, including, without limitation, the reasonable fees and expenses of outside counsel for the Primary Liquidity Provider and (B) on demand, all reasonable costs and expenses of the Facility Agent in connection with the preparation, execution, delivery, syndication and administration of this Agreement, any Structured Lender Primary Liquidity Arrangement or other liquidity support facility and the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among the Borrower, TPVG and the Facility Agent and the Borrower or TPVG on behalf of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, including the reasonable fees and out-of-pocket expenses of counsel for the Facility Agent with respect thereto and with respect to advising the Facility Agent as to its rights and remedies under this Agreement and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all costs and expenses, if any Provider (including reasonable counsel fees and expenses), of the Facility Agent, the Agents, the Lenders and their respective Affiliates, ) in connection with (i) the enforcement against TPVG or the Borrower of this Agreement or any of other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Transaction Documents and the Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or (iii) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Primary Liquidity Provider from paying any amount under this Agreement, the Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of funds in the Class C Primary Cash Collateral Account. In addition, the Borrower shall pay any and agreements all recording, stamp and other similar taxes and fees payable or determined to be delivered hereunder or payable in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents in connection with this Agreement, and agrees to hold the Primary Liquidity Provider harmless from and against any and all liabilities with respect hereto; provided that to or resulting from any delay in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, paying or omission to pay such reimbursement shall be limited to one counsel for all such Agents and Lenderstaxes or fees.

Costs, Expenses and Taxes. In addition to the rights (a) By way of indemnification granted under Section 17.1clarification, and not of limitation, of Sections 1.7 or 3.1, the Borrower or TPVG on behalf of shall pay to the Borrower agrees to pay Administrator, each Group Agent and each Lender on demand all reasonable costs and out-of-pocket expenses of the Facility Agent (excluding Taxes other than Other Taxes) in connection with (i) the preparation, execution, delivery, syndication delivery and administration (including amendments or waivers of any provision) of this AgreementAgreement or the other Transaction Documents, (ii) the perfection (and continuation) of the Administrator’s rights in the Pool Receivables, Collections and other Pool Assets, (iii) the enforcement by the Administrator, any Structured Lender Liquidity Arrangement Group Agent or other liquidity support facility and any member of any Group of the other documents and agreements to be delivered hereunder or with respect hereto, and, subject to any cap on such costs and expenses agreed upon in a separate letter agreement among obligations of the Borrower, TPVG the Servicer or the Originators under the Transaction Documents or of any Obligor under a Receivable and (iv) the Facility Agent and maintenance by the Borrower or TPVG on behalf Administrator of the Borrower further agrees to pay all reasonable costs and expenses of the Facility Agent in connection with any amendments, waivers or consents executed in connection with this Agreement Lock-Box Accounts (and any Structured Lender Liquidity Arrangement related lock-box or other liquidity support facilitypost office box), including the reasonable fees fees, costs and out-of-pocket expenses of external legal counsel for the Facility Agent with respect thereto Administrator and with respect any member of any Group relating to any of the foregoing or to advising the Facility Agent as to Administrator, any member of any Group, any related Liquidity Provider or any other related Program Support Provider about its rights and remedies under this Agreement any Transaction Document or any other document, agreement or instrument related thereto and any Structured Lender Liquidity Arrangement or other liquidity support facility, and to pay all reasonable costs and expenses, if any out-of-pocket expenses (including reasonable external counsel fees and expenses), ) of the Facility AgentAdministrator, the Agents, the Lenders each Group Agent and their respective Affiliates, each Lender in connection with the enforcement against TPVG or administration of the Transaction Documents or any other document, agreement or instrument related thereto. Administrator and each member of each Group agree, however, that unless an Event of Default has occurred and is continuing all of such entities will be represented by a single law firm. The Borrower shall reimburse the Administrator and each Group Agent for the cost of such Person’s external auditors auditing the books, records and procedures of the Borrower or the Servicer. The Borrower shall reimburse each Conduit Lender on demand for all reasonable costs and out of this Agreement pocket expenses incurred by such Conduit Lender in connection with the Transaction Documents or any the transactions contemplated thereby, including certain costs related to the Rating Agencies and reasonable fees and out of pocket expenses of external counsel of the other Administrator and each member of any Group for advice relating to such Conduit Xxxxxx’s operation in connection with the transactions contemplated by the Transaction Documents and the other documents and agreements to be delivered hereunder or with respect hereto; provided that in the case of reimbursement of counsel for the Agents, and the Lenders other than the Facility Agent, such reimbursement shall be limited to one counsel for all such Agents and LendersDocuments.