Common use of Indemnification by the Transferor Clause in Contracts

Indemnification by the Transferor. The Transferor agrees to indemnify and hold each of the Transferee and its Affiliates (other than the Transferor and Theravance Biopharma) and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling persons (each, a “Transferee Indemnified Party”) harmless from and against, and to pay to each Transferee Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Transferee Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, arising out of (i) any breach of any representation, warranty or certification made by the Transferor in any of the Transaction Documents to which the Transferor is party or certificates given by the Transferor to the Transferee in writing pursuant to this Sale and Contribution Agreement or any other Transaction Document, (ii) any breach of or default under any covenant or agreement by the Transferor to the Transferee pursuant to any Transaction Document to which the Transferor is party and (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Transferor to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Sale and Contribution Agreement; provided, however, that the foregoing shall exclude any indemnification to any Transferee Indemnified Party (A) that has the effect of imposing on the Transferor any recourse liability for the Class C Distributions because of the insolvency or other creditworthiness problems of TRC LLC or GSK or the insufficiency of the Class C Distributions, whether as a result of the amount of cash flow arising from the failure of Innoviva to comply with the TRC LLC Agreement or the royalty payments made by GSK pursuant to the GSK Agreements or otherwise, unless resulting from the failure of the Transferor to perform its obligations under this Sale and Contribution Agreement, (B) that results from the bad faith, gross negligence or willful misconduct of such Transferee Indemnified Party or its Affiliates (other than the Transferor or Theravance Biopharma) or (C) to the extent resulting from the failure of any Person other than the Transferor to perform any of its obligations under any of the Transaction Documents. Any amounts due to any Transferee Indemnified Party under this Section 8.1 shall be payable by the Transferor to such Transferee Indemnified Party upon demand.

Indemnification by the Transferor. The Without limiting the foregoing and any other rights that any ARSC Indemnified Party may have hereunder or under applicable law, the Transferor hereby agrees to indemnify the Issuer, each holder of the Notes, the Indenture Trustee and hold each of the Transferee successors, permitted transferees and its Affiliates assigns of the foregoing, and all officers, directors, shareholders, controlling Persons, employees and agents of any of the foregoing (other than each of the Transferor foregoing Persons, an “ARSC Indemnified Party”), from and Theravance Biopharma) and against any and all damages, losses, claims (whether on account of their respective partners, directors, managers, members, officers, employees, agents and controlling persons (each, a “Transferee Indemnified Party”) harmless from and againstsettlements or otherwise, and to pay to each Transferee whether or not the applicable ARSC Indemnified Party the amount ofis a party to any action or proceeding that gives rise to any ARSC Indemnified Losses), actions, suits, demands, judgments, liabilities (including penalties), obligations or disbursements of any kind or nature and all Losses related costs and expenses (including reasonable attorneys’ fees and disbursements) awarded against or incurred or suffered by such Transferee Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, any of them arising out of or as a result of any of the following (all of the foregoing, collectively, “ARSC Indemnified Losses”): (a) (i) any breach of any representation, representation or warranty made or certification deemed made by the Transferor in (or any of its respective Authorized Officers) (whether or not made or delivered to the ARSC Indemnified Party) under any of the Transaction Documents contains any untrue statement of a material fact or omits to state material facts necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading; (b) the Transferor is party or certificates given failure by the Transferor to comply with any law, rule or regulation applicable to it with respect to any Transferred Asset; (c) the Transferee failure to vest and maintain vested in writing pursuant to this Sale the Issuer a first priority perfected ownership or security interest in the Transferred Assets, free and Contribution Agreement clear of any Lien (other than any Permitted Lien), whether existing at the time of the sale of such Transferred Asset or at any other Transaction Document, time thereafter; (iid) any breach of or default under any covenant or agreement by the Transferor to the Transferee pursuant to any Transaction Document to which the Transferor is party and (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Transferor to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Sale and Contribution Agreement; provided, however, that the foregoing shall exclude any indemnification to any Transferee Indemnified Party (A) that has the effect of imposing on the Transferor any recourse liability for the Class C Distributions because of the insolvency or other creditworthiness problems of TRC LLC or GSK or the insufficiency of the Class C Distributions, whether as a result of the amount of cash flow arising from the failure of Innoviva to comply with the TRC LLC Agreement or the royalty payments made by GSK pursuant to the GSK Agreements or otherwise, unless resulting from the failure of the Transferor to perform its duties or obligations under this Sale and Contribution Agreement, (B) that results from in accordance with the bad faith, gross negligence or willful misconduct of such Transferee Indemnified Party or its Affiliates (other than the Transferor or Theravance Biopharma) or (C) to the extent resulting from the failure of any Person other than the Transferor to perform any of its obligations under any provisions of the Transaction Documents. Any amounts due ; (e) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the transfer of any Transferred Asset to the Issuer, whether at the time of any sale or at any subsequent time; (f) any tax or governmental fee or charge (other than franchise taxes and taxes on or measured by the net income of any holder of the Notes issued by the Issuer under the Indenture), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses (including the reasonable fees and expenses of counsel in defending against the same) that arise by reason of the purchase or ownership of the Transferred Assets; (g) any investigation, litigation or proceeding related to any Transferee use of the proceeds of any purchase made hereunder; and (h) any investigation or defense of, or participation in, any legal proceeding relating to the execution, delivery, enforcement, performance or administration of the Transaction Documents or any other document related thereto (whether or not such ARSC Indemnified Party under is a party thereto). Notwithstanding anything to the contrary in this Agreement, any representations, warranties and covenants made by the Transferor in this Agreement or the other Transaction Documents that are qualified by or limited to events or circumstances that have, or are reasonably likely to have, given rise to a Material Adverse Effect (or words of like import) shall (solely for purposes of the indemnification obligations set forth in this Section 8.1 6.01) be deemed not to be so qualified or limited. If for any reason the indemnification provided in this Section 6.02 is unavailable to an ARSC Indemnified Party or is insufficient to hold an ARSC Indemnified Party harmless, then the Transferor shall contribute to the amount paid by such ARSC Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such ARSC Indemnified Party on the one hand, and the Transferor on the other hand, but also the relative fault (if any) of such ARSC Indemnified Party and the Transferor and any other relevant equitable considerations. Notwithstanding the foregoing, no indemnification payments shall be payable by the Transferor pursuant to such Transferee this Section 6.02 until all amounts owing by the Issuer under the Indenture have been paid in full and all amounts payable by the Transferor to Cartus under the ARSC Subordinated Note have been paid in full. Notwithstanding the foregoing, and without prejudice to the rights that the Issuer may have pursuant to the other provisions of this Agreement or the provisions of any of the other Transaction Documents, in no event shall any ARSC Indemnified Party upon demandbe indemnified for any ARSC Indemnified Losses (i) resulting from negligence or willful misconduct on the part of such ARSC Indemnified Party (or the negligence or willful misconduct on the part of any of such ARSC Indemnified Party’s officers, directors, employees or agents) or (ii) to the extent the same includes ARSC Indemnified Losses in respect of Transferred Assets and reimbursement therefor that would constitute credit recourse to the Transferor, Cartus or CFC (without limiting any rights under the Purchase Agreement) for the amount of any Receivable or other Transferred Asset not paid by the related Obligor.

Indemnification by the Transferor. The Transferor agrees to indemnify and hold each (a) Without limiting any other rights which the Transferee, any assignee of the Transferee and its Affiliates (other than the Transferor and Theravance Biopharma) and or any and all of their such Persons’ respective partners, directors, managers, membersshareholders, officers, employees, agents and controlling persons agents, or Affiliates (each, a each an “Transferee Indemnified Party”) harmless may have hereunder or under Applicable Law, the Transferor hereby agrees to indemnify any Indemnified Party from and against, and to pay to each Transferee Indemnified Party the amount of, against any and all Losses costs, expenses, losses, damages, claims, and liabilities, including attorneys’ fees and disbursements (all of the foregoing, being collectively referred to as, “Indemnified Amounts”), awarded against or incurred or suffered by such Transferee Indemnified Party, whether Party or not involving a third party claim, demand, action other non-monetary damages of any such Indemnified Party or proceeding, any of them arising out of or as a result of incurred by or asserted against any Indemnified Party arising out of, in connection with, or as a result of (i1) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties thereto of their respective obligations (including, without limitation, any breach of any representation, representation or warranty or certification made by the Transferor in hereunder or the exercise of the parties thereto of their respective rights) or the consummation of the transactions contemplated hereby, (2) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Transaction Documents to which foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnified Party is a party thereto or is pursuing or defending any such action, (3) the Transferor is party or certificates given exercise by the Transferor to the Transferee in writing pursuant to of its rights and remedies under this Sale and Contribution Agreement or any other Transaction DocumentLoan Assignment, or (ii4) any breach enforcement by an Indemnified Party of this Agreement or default under any covenant or agreement by Loan Assignment, including the Transferor to the Transferee pursuant to any Transaction Document to which the Transferor is party and (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Transferor to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Sale and Contribution Agreementindemnity obligations herein; providedexcluding, however, that (a) any such amounts resulting solely from any gross negligence, bad faith or willful misconduct on the foregoing shall exclude any indemnification to any Transferee part of the applicable Indemnified Party or (Ab) Portfolio Investments that has are uncollectible due to the effect of imposing on Obligor’s financial inability to pay. (b) If for any reason the indemnification provided above in this Section 8.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Transferor any recourse liability for shall contribute to the Class C Distributions because of the insolvency amount paid or other creditworthiness problems of TRC LLC or GSK or the insufficiency of the Class C Distributions, whether payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the amount of cash flow arising from relative benefits received by such Indemnified Party on the failure of Innoviva to comply with one hand and the TRC LLC Agreement or Transferor, as the royalty payments made by GSK pursuant to case may be, on the GSK Agreements or otherwise, unless resulting from other hand but also the failure of the Transferor to perform its obligations under this Sale and Contribution Agreement, (B) that results from the bad faith, gross negligence or willful misconduct relative fault of such Transferee Indemnified Party or its Affiliates as well as any other relevant equitable considerations. (other than the Transferor or Theravance Biopharmac) or (C) to the extent resulting from the failure of any Person other than the Transferor to perform any of its obligations under any of the Transaction Documents. Any amounts due to any Transferee Indemnified Party Indemnification under this Section 8.1 shall be in an amount necessary to make the Indemnified Party whole after taking into account any tax consequences to the Indemnified Party of the receipt of the indemnity provided hereunder, including the effect of such tax or refund on the amount of tax measured by net income or profits that is or was payable by the Indemnified Party. (d) If the Transferor has made any payments in respect of Indemnified Amounts to such Transferee an Indemnified Party upon demandpursuant to this Section 8. 1 and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Party will promptly repay such amounts collected to the Transferor in an amount equal to the amount it has collected from others in respect of such Indemnified Amounts, without interest. (e) The obligations of the Transferor under this Section 8.1 shall survive the termination of this Agreement.

Indemnification by the Transferor. The Transferor agrees to indemnify and hold each of the Transferee and its Affiliates (a) Except for Taxes (other than the Transferor and Theravance BiopharmaTaxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights which the Purchaser, any assignee of the Purchaser (including, without limitation, the Administrative Agent and all of their the other Secured Parties) or any such Persons' respective partners, directors, managers, membersshareholders, officers, employees, agents and controlling persons agents, or Affiliates (each, a “Transferee each an "Indemnified Party”") harmless may have hereunder or under Applicable Law, the Transferor hereby agrees to indemnify any Indemnified Party from and against, and to pay to each Transferee Indemnified Party the amount of, against any and all Losses damages, losses, claims, liabilities and related costs and expenses, including reasonable and documented out-of-pocket attorneys' fees and disbursements (all of the foregoing, being collectively referred to as, "Indemnified Amounts"), awarded against or actually incurred or suffered by such Transferee Indemnified Party, whether Party or not involving a third party claim, demand, action or proceeding, any of them arising out of (i) any or as a result of a breach of any representation, warranty or certification made by the Transferor in of any of its representations, warranties or covenants under this Agreement excluding, however, any such amounts resulting solely from (x) any gross negligence, bad faith, fraud or willful misconduct on the Transaction Documents part of the applicable Indemnified Party as determined in a court of competent jurisdiction by final non-appealable judgment or (y) the uncollectability of any Loan Asset due to which the Transferor is party or certificates given Obligor's failure to pay any amounts due under the applicable loan agreement in accordance with its terms. (b) Any Indemnified Amounts shall be paid by the Transferor to the Transferee Administrative Agent, for the benefit of the applicable Indemnified Party, within 30 days Business Days following receipt by the Transferor of the Administrative Agent's or the Purchaser's written demand therefor (and the Administrative Agent shall pay such amounts to the applicable Indemnified Party promptly after the receipt by the Administrative Agent of such amounts). (c) If for any reason the indemnification provided above in writing this Section 8.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless in respect of any losses, claims, damages or liabilities, then the Transferor shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Transferor on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) If the Transferor has made any payments in respect of Indemnified Amounts to the Administrative Agent, on behalf of an Indemnified Party pursuant to this Sale Section 8.1 and Contribution such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Party will promptly repay such amounts collected to the Transferor, without interest. (e) Indemnified Amounts under this Section 8.1 shall be in an amount necessary to make the Indemnified Party whole after taking into account any Tax consequences to the Indemnified Party of the receipt of the indemnity provided hereunder, including the effect of such Tax or refund on the amount of Tax measured by net income or profits that is or was payable by the Indemnified Party. (f) The obligations of the Transferor under this Section 8.1 shall survive the resignation or removal of the Administrative Agent, the Lenders, the Administrative Agent, the Account Bank or the Collateral Custodian, the invalidity or unenforceability of any term or provision of this Agreement or any other Transaction Document, any investigation made by or on behalf of the Administrative Agent, the Administrative Agent, any Lender, the Purchaser, the Account Bank or the Collateral Custodian and the termination of this Agreement. (iig) any breach of or default under any covenant or agreement by the Transferor to the Transferee Any indemnification pursuant to any Transaction Document to which the Transferor is party and (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Transferor to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Sale and Contribution Agreement; provided, however, that the foregoing shall exclude any indemnification to any Transferee Indemnified Party (A) that has the effect of imposing on the Transferor any recourse liability for the Class C Distributions because of the insolvency or other creditworthiness problems of TRC LLC or GSK or the insufficiency of the Class C Distributions, whether as a result of the amount of cash flow arising from the failure of Innoviva to comply with the TRC LLC Agreement or the royalty payments made by GSK pursuant to the GSK Agreements or otherwise, unless resulting from the failure of the Transferor to perform its obligations under this Sale and Contribution Agreement, (B) that results from the bad faith, gross negligence or willful misconduct of such Transferee Indemnified Party or its Affiliates (other than the Transferor or Theravance Biopharma) or (C) to the extent resulting from the failure of any Person other than the Transferor to perform any of its obligations under any of the Transaction Documents. Any amounts due to any Transferee Indemnified Party under this Section 8.1 shall not be payable by from the Transferor to such Transferee Indemnified Party upon demandSale Portfolio.

Indemnification by the Transferor. The Subject to Section 6.3, without any further responsibility or liability of, or recourse to, any of the OLP Parties, the Managing GP shall absolutely and irrevocably be liable and responsible for the Excluded Managing GP Liabilities, SYN shall absolutely and irrevocably be liable and responsible for the Excluded SYN Liabilities and SC shall absolutely and irrevocably be liable and responsible for the Excluded SC Liabilities. Nothing in this Agreement is intended or shall be construed to make the OLP or any of the other OLP Parties liable for any of any of the Excluded Liabilities. Each Transferor agrees to indemnify shall indemnify, defend, save and hold harmless each of the Transferee and its Affiliates (other than the Transferor and Theravance Biopharma) and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling persons (each, a “Transferee Indemnified Party”) harmless OLP Parties from and againstagainst all claims, liabilities, obligations, losses, expenses, costs and costs of defense (as and when incurred), including fines, charges, penalties, allegations, demands, damages (including actual, punitive or consequential, foreseen or unforeseen, known or unknown), settlements, awards, judgments, court costs and reasonable attorneys' and consultants' fees, in each case of any kind, character or nature whatsoever, to pay to each Transferee Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Transferee Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, extent arising out of (ia) the Excluded Managing GP Liabilities if such Transferor is the Managing GP, the Excluded SYN Liabilities if such Transferor is SYN or the Excluded SC Liabilities if such Transferor is SC, (b) any breach failure of such Transferor to comply with any applicable bulk sales law of any representation, warranty or certification made by the Transferor in any of the Transaction Documents to which the Transferor is party or certificates given by the Transferor to the Transferee in writing pursuant to this Sale and Contribution Agreement or any other Transaction Document, (ii) any breach of or default under any covenant or agreement by the Transferor to the Transferee pursuant to any Transaction Document to which the Transferor is party and (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Transferor to any brokers, financial advisors or comparable other Persons retained or employed by it jurisdiction in connection with the transactions contemplated by this Sale and Contribution Agreement; provided, however, that the foregoing shall exclude any indemnification to any Transferee Indemnified Party (A) that has the effect transfers of imposing on the Transferor any recourse liability for the Class C Distributions because of the insolvency or other creditworthiness problems of TRC LLC or GSK or the insufficiency of the Class C Distributions, whether as a result of the amount of cash flow arising from the failure of Innoviva to comply with the TRC LLC Agreement or the royalty payments made by GSK pursuant such Transferor's Assets to the GSK Agreements or otherwise, unless resulting from the failure of the Transferor to perform its obligations under this Sale and Contribution Agreement, (B) that results from the bad faith, gross negligence or willful misconduct of such Transferee Indemnified Party or its Affiliates OLP (other than in respect of such Transferor's Assumed Liabilities which the Transferor or Theravance BiopharmaOLP has assumed under this Agreement) or (Cc) to the extent resulting from the failure breach by such Transferor of any Person other than the Transferor to perform any of its obligations under this Agreement, all of which are hereinafter collectively referred to as the "OLP DAMAGES". OLP Damages with respect to which, but only to the extent that, any proceeds are received by, or on behalf of, the OLP, the MLP or the OLP Subsidiary or their respective successors or assigns from any insurance policy (which are non-reimbursable by the OLP, the MLP, the OLP Subsidiary or such successor or assign under any self insurance coverage), shall not be the subject of the Transaction Documents. Any amounts due to any Transferee Indemnified Party indemnification under this Section 8.1 shall be payable by the Transferor to such Transferee Indemnified Party upon demandAgreement.

Indemnification by the Transferor. The Transferor agrees to indemnify and hold each of the Transferee and its Affiliates (a) Except for Taxes (other than the Transferor and Theravance BiopharmaTaxes that represent losses, claims, damages, etc. arising from any non-Tax claim) and without limiting any other rights which the Purchaser, any assignee of the Purchaser (including, without limitation, the Collateral Agent and all of their the other Secured Parties) or any such Persons’ respective partners, directors, managers, membersshareholders, officers, employees, agents and controlling persons agents, or Affiliates (each, a each an “Transferee Indemnified Party”) harmless may have hereunder or under Applicable Law, the Transferor hereby agrees to indemnify any Indemnified Party from and against, and to pay to each Transferee Indemnified Party the amount of, against any and all Losses damages, losses, claims, liabilities and related reasonable and documented costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing, being collectively referred to as, “Indemnified Amounts”), awarded against or actually incurred or suffered by such Transferee Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, Party arising out of or in connection with any (i) any breach of any representation, warranty acts or certification made by the Transferor in any of the Transaction Documents to which the Transferor is party or certificates given by the Transferor to the Transferee in writing pursuant to this Sale and Contribution Agreement or any other Transaction Document, (ii) any breach of or default under any covenant or agreement by the Transferor to the Transferee pursuant to any Transaction Document to which the Transferor is party and (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Transferor to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Sale and Contribution Agreement; provided, however, that the foregoing shall exclude any indemnification to any Transferee Indemnified Party (A) that has the effect of imposing on the Transferor any recourse liability for the Class C Distributions because of the insolvency or other creditworthiness problems of TRC LLC or GSK or the insufficiency of the Class C Distributions, whether as a result of the amount of cash flow arising from the failure of Innoviva to comply with the TRC LLC Agreement or the royalty payments made by GSK pursuant to the GSK Agreements or otherwise, unless resulting from the failure omissions of the Transferor to perform its obligations under this Sale and Contribution Agreement, (B) that results from the constituting bad faith, gross negligence or willful misconduct on the part of the Transferor in connection with this Agreement, any transaction contemplated hereby or in connection with any Loan Asset repurchased under ARTICLE VI (including, without limitation, reasonable and documented expenses or fees in respect of such Transferee Loan Asset and costs and damages incurred by any Indemnified Party in connection with any violation by such Loan Asset of any Applicable Law), (ii) breach of any representation or its Affiliates (other than warranty under this Agreement by the Transferor or Theravance Biopharma(iii) or (C) to the extent resulting from the failure of any Person other than the Transferor to perform any of its obligations under any of the Transaction Documents. Any amounts due to any Transferee Indemnified Party under this Section 8.1 shall be payable by the Transferor to comply with any term, provision or covenant contained in this Agreement, excluding, however, any such Transferee amounts resulting from (x) any gross negligence, bad faith, fraud or willful misconduct on the part of the applicable Indemnified Party upon demandas determined in a court of competent jurisdiction by final non-appealable judgment, (y) the uncollectability of any Loan Asset due to the Obligor’s failure to pay any amounts due under the applicable loan agreement in accordance with its terms or (z) resulting from the performance of the Loan Assets (including without limitation any change in the market value of such Loan Asset) unless such loss resulting from the performance of such Loan Asset is due to the action or inaction of the Transferor arising in connection with any of the items described in sub-clauses (i), (ii) and (iii) above in this clause (a). In no case shall the Transferor be responsible for any Indemnified Party’s lost revenue or lost profits. (b) Any Indemnified Amounts shall be paid by the Transferor to the Purchaser, for the benefit of the applicable Indemnified Party, within five (5) Business Days following receipt by the Transferor of the Administrative Agent’s or the Purchaser’s written demand therefor (and the Purchaser shall pay such amounts to the applicable Indemnified Party promptly after the receipt by the Purchaser of such amounts). (c) If for any reason the indemnification provided above in this Section 9.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless in respect of any losses, claims, damages or liabilities, then the Transferor shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Transferor on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations provided, however, that the Transferor shall not be liable for any amount pursuant to this Section 9.1(c) except to the extent such losses, claims, damages or liabilities are the consequence of any acts or omissions of the Transferor arising out of or as a result of this Agreement excluding, however, any such amounts resulting from (x) any gross negligence, bad faith, fraud or willful misconduct on the part of the applicable Indemnified Party as determined in a court of competent jurisdiction by final non-appealable judgment or (y) the uncollectability of any Loan Asset due to the Obligor’s failure to pay any amounts due under the applicable loan agreement in accordance with its terms. (d) If the Transferor has made any indemnity payments to the Purchaser, on behalf of an Indemnified Party pursuant to this Section 9.1 and such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Party will promptly repay such amounts collected to the Transferor, without interest. (e) The obligations of the Transferor under this Section 9.1 shall survive the resignation or removal of the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank or the Collateral Custodian, the invalidity or unenforceability of any term or provision of this Agreement or any other Transaction Document, any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender, the Purchaser, the Account Bank or the Collateral Custodian and the termination of this Agreement. (f) Notwithstanding anything to the contrary contained herein, in no event shall the Transferor be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Transferor has been advised of the likelihood of such loss or damage and regardless of the form of action. (g) Any indemnification pursuant to this Section 9.1 shall not be payable from the Sale Portfolio. (h) For the avoidance of doubt, to the extent that the Transferor repurchases or substitutes any Loan Asset pursuant to ARTICLE VI, such repurchase or substitution shall constitute the sole recourse to the Transferor for any breach of the representations and warranties set forth in Section 4.2(a) or Section 4.2(b) in respect of such Loan Asset.

Indemnification by the Transferor. The Without limiting the foregoing and any other rights that any ARSC Indemnified Party may have hereunder or under applicable law, the Transferor hereby agrees to indemnify the Issuer, each holder of the Notes, the Indenture Trustee and hold each of the Transferee successors, permitted transferees and its Affiliates assigns of the foregoing, and all officers, directors, shareholders, controlling Persons, employees and agents of any of the foregoing (other than each of the Transferor foregoing Persons, an “ARSC Indemnified Party”), from and Theravance Biopharma) and against any and all damages, losses, claims (whether on account of their respective partners, directors, managers, members, officers, employees, agents and controlling persons (each, a “Transferee Indemnified Party”) harmless from and againstsettlements or otherwise, and to pay to each Transferee whether or not the applicable ARSC Indemnified Party the amount ofis a party to any action or proceeding that gives rise to any ARSC Indemnified Losses), actions, suits, demands, judgments, liabilities (including penalties), obligations or disbursements of any kind or nature and all Losses related costs and expenses (including reasonable attorneys’ fees and disbursements) awarded against or incurred or suffered by such Transferee Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, any of them arising out of or as a result of any of the following (all of the foregoing, collectively, “ARSC Indemnified Losses”): (a) (i) any breach of any representation, representation or warranty made or certification deemed made by the Transferor in (or any of its respective Authorized Officers) (whether or not made or delivered to the ARSC Indemnified Party) under any of the Transaction Documents contains any untrue statement of a material fact or omits to state material facts necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading; (b) the Transferor is party or certificates given failure by the Transferor to the Transferee in writing pursuant comply with any law, rule or regulation applicable to this Sale and Contribution Agreement or any other Transaction Document, (ii) any breach of or default under any covenant or agreement by the Transferor to the Transferee pursuant it with respect to any Transaction Document to which the Transferor is party and (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Transferor to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Sale and Contribution Agreement; provided, however, that the foregoing shall exclude any indemnification to any Transferee Indemnified Party (A) that has the effect of imposing on the Transferor any recourse liability for the Class C Distributions because of the insolvency or other creditworthiness problems of TRC LLC or GSK or the insufficiency of the Class C Distributions, whether as a result of the amount of cash flow arising from the failure of Innoviva to comply with the TRC LLC Agreement or the royalty payments made by GSK pursuant to the GSK Agreements or otherwise, unless resulting from the failure of the Transferor to perform its obligations under this Sale and Contribution Agreement, (B) that results from the bad faith, gross negligence or willful misconduct of such Transferee Indemnified Party or its Affiliates (other than the Transferor or Theravance Biopharma) or (C) to the extent resulting from the failure of any Person other than the Transferor to perform any of its obligations under any of the Transaction Documents. Any amounts due to any Transferee Indemnified Party under this Section 8.1 shall be payable by the Transferor to such Transferee Indemnified Party upon demand.Transferred Asset;

Indemnification by the Transferor. The Transferor agrees to indemnify and hold each (a) Without limiting any other rights which the Purchaser, any assignee of the Transferee and its Affiliates (other than the Transferor and Theravance Biopharma) and Purchaser or any and all of their such Persons’ respective partners, directors, managers, membersshareholders, officers, employees, agents and controlling persons agents, or Affiliates (each, a each an “Transferee Indemnified Party”) harmless may have hereunder or under Applicable Law, the Transferor hereby agrees to indemnify any Indemnified Party from and against, and to pay to each Transferee Indemnified Party the amount of, against any and all Losses costs, expenses, losses, damages, claims, and liabilities, including reasonable attorneys’ fees and disbursements (all of the foregoing, being collectively referred to as, “Indemnified Amounts”), awarded against or incurred or suffered by such Transferee Indemnified Party, whether Party or not involving a third party claim, demand, action other non-monetary damages of any such Indemnified Party or proceeding, any of them arising out of or as a result of this Agreement excluding, however, any such amounts resulting solely from (ix) any breach gross negligence, bad faith or willful misconduct on the part of the applicable Indemnified Party as determined in a court of competent jurisdiction by final non-appealable judgment or (y) the uncollectability of any representation, warranty or certification made by Loan Asset due to the Transferor Obligor’s failure to pay any amounts due under the applicable loan agreement in any of the Transaction Documents to which the Transferor is party or certificates given accordance with its terms. (b) Any Indemnified Amounts shall be paid by the Transferor to the Transferee Administrative Agent, for the benefit of the applicable Indemnified Party, within two (2) Business Days following receipt by the Transferor of the Administrative Agent's written demand therefor (and the Administrative Agent shall pay such amounts to the applicable Indemnified Party promptly after the receipt by the Administrative Agent of such amounts). (c) If for any reason the indemnification provided above in writing this Section 9.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless in respect of any losses, claims, damages or liabilities, then the Transferor shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Transferor on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. (d) If the Transferor has made any indemnity payments to the Administrative Agent, on behalf of an Indemnified Party pursuant to this Sale Section 9.1 and Contribution such Indemnified Party thereafter collects any of such amounts from others, such Indemnified Party will promptly repay such amounts collected to the Transferor, without interest. (e) Indemnified under this Section 9.1 shall be in an amount necessary to make the Indemnified Party whole after taking into account any Tax consequences to the Indemnified Party of the receipt of the indemnity provided hereunder, including the effect of such Tax or refund on the amount of Tax measured by net income or profits that is or was payable by the Indemnified Party. (f) The obligations of the Transferor under this Section 9.1 shall survive the resignation or removal of the Administrative Agent, the Lenders, the Collateral Agent, the Account Bank or the Collateral Custodian, the invalidity or unenforceability of any term or provision of this Agreement or any other Transaction Document, any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender, the Purchaser, the Account Bank or the Collateral Custodian and the termination of this Agreement. (iig) any breach of or default under any covenant or agreement by the Transferor to the Transferee Any indemnification pursuant to any Transaction Document to which the Transferor is party and (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Transferor to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Sale and Contribution Agreement; provided, however, that the foregoing Section 9.1 shall exclude any indemnification to any Transferee Indemnified Party (A) that has the effect of imposing on the Transferor any recourse liability for the Class C Distributions because of the insolvency or other creditworthiness problems of TRC LLC or GSK or the insufficiency of the Class C Distributions, whether as a result of the amount of cash flow arising not be payable from the failure of Innoviva to comply with the TRC LLC Agreement or the royalty payments made by GSK pursuant to the GSK Agreements or otherwise, unless resulting from the failure of the Transferor to perform its obligations under this Sale and Contribution Agreement, (B) that results from the bad faith, gross negligence or willful misconduct of such Transferee Indemnified Party or its Affiliates (other than the Transferor or Theravance Biopharma) or (C) to the extent resulting from the failure of any Person other than the Transferor to perform any of its obligations under any of the Transaction Documents. Any amounts due to any Transferee Indemnified Party under this Section 8.1 shall be payable by the Transferor to such Transferee Indemnified Party upon demandPortfolio.

Indemnification by the Transferor. The Without limiting the foregoing and any other rights that any ARSC Indemnified Party may have hereunder or under applicable law, the Transferor hereby agrees to indemnify the Issuer, each holder of the Notes, the Indenture Trustee and hold each of the Transferee successors, permitted transferees and its Affiliates assigns of the foregoing, and all officers, directors, shareholders, controlling Persons, employees and agents of any of the foregoing (other than each of the Transferor foregoing Persons, an “ARSC Indemnified Party”), from and Theravance Biopharma) and against any and all damages, losses, claims (whether on account of their respective partners, directors, managers, members, officers, employees, agents and controlling persons (each, a “Transferee Indemnified Party”) harmless from and againstsettlements or otherwise, and to pay to each Transferee whether or not the applicable ARSC Indemnified Party the amount ofis a party to any action or proceeding that gives rise to any ARSC Indemnified Losses), actions, suits, demands, judgments, liabilities (including penalties), obligations or disbursements of any kind or nature and all Losses related costs and expenses (including reasonable attorneys' fees and disbursements) awarded against or incurred or suffered by such Transferee Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, any of them arising out of or as a result of any of the following (all of the foregoing, collectively, “ARSC Indemnified Losses”): (a) (i) any breach of any representation, representation or warranty made or certification deemed made by the Transferor in (or any of its respective Authorized Officers) (whether or not made or delivered to the ARSC Indemnified Party) under any of the Transaction Documents contains any untrue statement of a material fact or omits to state material facts necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading; (b) the Transferor is party or certificates given failure by the Transferor to comply with any law, rule or regulation applicable to it with respect to any Transferred Asset; (c) the Transferee failure to vest and maintain vested in writing pursuant to this Sale the Issuer a first priority perfected ownership or security interest in the Transferred Assets, free and Contribution Agreement clear of any Lien (other than any Permitted Lien), whether existing at the time of the sale of such Transferred Asset or at any other Transaction Document, time thereafter; (iid) any breach of or default under any covenant or agreement by the Transferor to the Transferee pursuant to any Transaction Document to which the Transferor is party and (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Transferor to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Sale and Contribution Agreement; provided, however, that the foregoing shall exclude any indemnification to any Transferee Indemnified Party (A) that has the effect of imposing on the Transferor any recourse liability for the Class C Distributions because of the insolvency or other creditworthiness problems of TRC LLC or GSK or the insufficiency of the Class C Distributions, whether as a result of the amount of cash flow arising from the failure of Innoviva to comply with the TRC LLC Agreement or the royalty payments made by GSK pursuant to the GSK Agreements or otherwise, unless resulting from the failure of the Transferor to perform its duties or obligations under this Sale and Contribution Agreement, (B) that results from in accordance with the bad faith, gross negligence or willful misconduct of such Transferee Indemnified Party or its Affiliates (other than the Transferor or Theravance Biopharma) or (C) to the extent resulting from the failure of any Person other than the Transferor to perform any of its obligations under any provisions of the Transaction Documents. Any amounts due ; (e) the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to the transfer of any Transferred Asset to the Issuer, whether at the time of any sale or at any subsequent time; (f) any tax or governmental fee or charge (other than franchise taxes and taxes on or measured by the net income of any holder of the Notes issued by the Issuer under the Indenture), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses (including the reasonable fees and expenses of counsel in defending against the same) that arise by reason of the purchase or ownership of the Transferred Assets; (g) any investigation, litigation or proceeding related to any Transferee use of the proceeds of any purchase made hereunder; and (h) any investigation or defense of, or participation in, any legal proceeding relating to the execution, delivery, enforcement, performance or administration of the Transaction Documents or any other document related thereto (whether or not such ARSC Indemnified Party under is a party thereto). Notwithstanding anything to the contrary in this Agreement, any representations, warranties and covenants made by the Transferor in this Agreement or the other Transaction Documents that are qualified by or limited to events or circumstances that have, or are reasonably likely to have, given rise to a Material Adverse Effect (or words of like import) shall (solely for purposes of the indemnification obligations set forth in this Section 8.1 6.01) be deemed not to be so qualified or limited. If for any reason the indemnification provided in this Section 6.02 is unavailable to an ARSC Indemnified Party or is insufficient to hold an ARSC Indemnified Party harmless, then the Transferor shall contribute to the amount paid by such ARSC Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such ARSC Indemnified Party on the one hand, and the Transferor on the other hand, but also the relative fault (if any) of such ARSC Indemnified Party and the Transferor and any other relevant equitable considerations. Notwithstanding the foregoing, no indemnification payments shall be payable by the Transferor pursuant to such Transferee this Section 6.02 until all amounts owing by the Issuer under the Indenture have been paid in full and all amounts payable by the Transferor to CMSC under the ARSC Subordinated Note have been paid in full. Notwithstanding the foregoing, and without prejudice to the rights that the Issuer may have pursuant to the other provisions of this Agreement or the provisions of any of the other Transaction Documents, in no event shall any ARSC Indemnified Party upon demand.be indemnified for any ARSC Indemnified Losses (i) resulting from negligence or willful misconduct on the part of such ARSC Indemnified Party (or the negligence or willful misconduct on the part of any of such ARSC Indemnified Party’s officers, directors, employees or agents) or (ii) to the extent the same includes ARSC Indemnified Losses in respect of Transferred Assets and reimbursement therefor that would constitute credit recourse to the Transferor, CMSC or CMF (without limiting any rights under the Purchase Agreement) for the amount of any Receivable or other Transferred Asset not paid by the related Obligor. [END OF ARTICLE VI]

Indemnification by the Transferor. The Transferor agrees to indemnify and hold each of the Transferee and its Affiliates (other than the Transferor and Theravance BiopharmaTransferor) and any and all of their respective partners, directors, managers, members, officers, employees, agents and controlling persons (each, a “Transferee Indemnified Party”) harmless from and against, and to pay to each Transferee Indemnified Party the amount of, any and all Losses awarded against or incurred or suffered by such Transferee Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, arising out of (i) any breach of any representation, warranty or certification made by the Transferor in any of the Transaction Documents to which the Transferor is party or certificates given by the Transferor to the Transferee in writing pursuant to this Sale and Contribution Agreement or any other Transaction Document, (ii) any breach of or default under any covenant or agreement by the Transferor to the Transferee pursuant to any Transaction Document to which the Transferor is party and (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Transferor to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Sale and Contribution Agreement; provided, however, that the foregoing shall exclude any indemnification to any Transferee Indemnified Party (A) that has the effect of imposing on the Transferor any recourse liability for the Class C Distributions Collaboration Payments because of the insolvency or other creditworthiness problems of TRC LLC or GSK the Counterparty or the insufficiency of the Class C DistributionsCollaboration Payments, whether as a result of the amount of cash flow arising from sales or licensing of the failure of Innoviva to comply with the TRC LLC Agreement or the royalty payments made by GSK pursuant to the GSK Agreements Products or otherwise, unless resulting from the failure of the Transferor to perform its obligations under this Sale and Contribution Agreement, (B) that results from the bad faith, gross negligence or willful misconduct of such Transferee Indemnified Party or its Affiliates (other than the Transferor or Theravance Biopharma) or (C) to the extent resulting from the failure of any Person other than the Transferor to perform any of its obligations under any of the Transaction Documents. In addition to the foregoing obligations of the Transferor, the Transferor agrees to pay to the Transferee on demand all reasonable costs and expenses incurred by the Transferee in connection with the enforcement of the Transaction Documents against the Transferor or any Affiliates of the Transferor. Any amounts due to any Transferee Indemnified Party under this Section 8.1 hereunder shall be payable by the Transferor to such Transferee Indemnified Party upon demand.

Indemnification by the Transferor. The Without limiting the foregoing and any other rights that any ARSC Indemnified Party may have hereunder or under applicable law, the Transferor hereby agrees to indemnify the Issuer, each holder of the Notes, the Indenture Trustee and hold each of the Transferee successors, permitted transferees and its Affiliates assigns of the foregoing, and all officers, directors, shareholders, controlling Persons, employees and agents of any of the foregoing (other than each of the Transferor foregoing Persons, an "ARSC INDEMNIFIED PARTY"), from and Theravance Biopharma) and against any and all damages, losses, claims (whether on account of their respective partners, directors, managers, members, officers, employees, agents and controlling persons (each, a “Transferee Indemnified Party”) harmless from and againstsettlements or otherwise, and to pay to each Transferee whether or not the applicable ARSC Indemnified Party the amount ofis a party to any action or proceeding that gives rise to any ARSC Indemnified Losses), actions, suits, demands, judgments, liabilities (including penalties), obligations or disbursements of any kind or nature and all Losses related costs and expenses (including reasonable attorneys' fees and disbursements) awarded against or incurred or suffered by such Transferee Indemnified Party, whether or not involving a third party claim, demand, action or proceeding, any of them arising out of or as a result of any of the following (all of the foregoing, collectively, "ARSC INDEMNIFIED LOSSES"): (a) (i) any breach of any representation, representation or warranty made or certification deemed made by the Transferor in (or any of its respective Authorized Officers) (whether or not made or delivered to the ARSC Indemnified Party) under any of the Transaction Documents contains any untrue statement of a material fact or omits to state material facts necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading; (b) the Transferor is party or certificates given failure by the Transferor to the Transferee in writing pursuant comply with any law, rule or regulation applicable to this Sale and Contribution Agreement or any other Transaction Document, (ii) any breach of or default under any covenant or agreement by the Transferor to the Transferee pursuant it with respect to any Transaction Document to which the Transferor is party and (iii) any fees, expenses, costs, liabilities or other amounts incurred or owed by the Transferor to any brokers, financial advisors or comparable other Persons retained or employed by it in connection with the transactions contemplated by this Sale and Contribution Agreement; provided, however, that the foregoing shall exclude any indemnification to any Transferee Indemnified Party (A) that has the effect of imposing on the Transferor any recourse liability for the Class C Distributions because of the insolvency or other creditworthiness problems of TRC LLC or GSK or the insufficiency of the Class C Distributions, whether as a result of the amount of cash flow arising from the failure of Innoviva to comply with the TRC LLC Agreement or the royalty payments made by GSK pursuant to the GSK Agreements or otherwise, unless resulting from the failure of the Transferor to perform its obligations under this Sale and Contribution Agreement, (B) that results from the bad faith, gross negligence or willful misconduct of such Transferee Indemnified Party or its Affiliates (other than the Transferor or Theravance Biopharma) or (C) to the extent resulting from the failure of any Person other than the Transferor to perform any of its obligations under any of the Transaction Documents. Any amounts due to any Transferee Indemnified Party under this Section 8.1 shall be payable by the Transferor to such Transferee Indemnified Party upon demand.Transferred Asset;