Federated Investors (FII)

10.3 Indemnification Procedures.

(a) In the case of any claim asserted by a third party against a Person entitled to indemnification under this Agreement (the “Indemnified Party”), notice shall be given by the Indemnified Party to the Party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has Knowledge of any claim as to which indemnity may be sought, and the Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any claim or any Litigation resulting therefrom, provided, that (i) counsel for the Indemnifying Party who shall conduct the defense of such claim or Litigation shall be reasonably satisfactory to the Indemnified Party, and the Indemnified

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Party may participate in such defense at such Indemnified Party’s expense, and (ii) the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such failure results in a lack of actual notice to the Indemnifying Party, and such Indemnifying Party is materially prejudiced as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of any such claim or Litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all Liability with respect to such claim or Litigation. In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim or Litigation subject to indemnification hereunder or any proposed settlement of any such claim or Litigation by the Indemnifying Party might be expected to affect adversely the Indemnified Party’s Tax liability or (in the case of an Indemnified Party that is a Federated Indemnitee) the ability of Federated, the Federated Trusts, or the Surviving Funds, or any of their respective Affiliates, to conduct its business, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are opposite or adverse with one or more of those that may be available to the Indemnifying Party in respect of such claim or any Litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or Litigation relating to any such claim or Litigation at the sole cost of the Indemnifying Party, provided, that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or Litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, the Indemnified Party shall have the full right to defend against any such claim or Litigation, and shall be entitled to settle or agree to pay in full such claim or Litigation. In any event, subject to entering into a mutually acceptable joint defense agreement, the Adviser, each Owner and Federated shall cooperate in the defense of any claim or Litigation subject to this Section 10 and make available to the others their respective applicable books and records in connection with such defense.

(b) The Parties acknowledge that Pennsylvania law generally recognizes a duty to mitigate damages with respect to commercial contracts. Each Indemnified Party entitled to indemnification hereunder shall, in accordance with such Applicable Law, use reasonable efforts to seek to mitigate Losses for which such Indemnified Party may be entitled to indemnification hereunder. Subject to applicable fiduciary duties, the foregoing obligation shall include the obligation of Federated to use reasonable efforts to cause the Surviving Funds to use reasonable efforts to seek to mitigate any such Losses in accordance with such Applicable Law.

(c) The Parties agree that Losses hereunder shall be calculated net of any net Tax benefit actually realized by the applicable Indemnified Party from the incurrence or payment of any such Losses. In computing the amount of any such Tax benefits, the applicable Indemnified Party shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any items arising from the receipt or accrual of any indemnity payment hereunder or the incurrence or payment of any indemnified Losses for which indemnification is provided under this Section 10. For purposes of this Agreement, such applicable Indemnified Party shall be deemed to have “actually realized” a net Tax benefit to the extent that, and at such

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time as, the amount of Taxes payable by such applicable Indemnified Party is reduced below the amount of Taxes that such applicable Indemnified Party would have been required to pay but for the receipt or accrual of the indemnity payment or the incurrence or payment of such Losses for which indemnification is provided under this Section 10.

(d) Notwithstanding any other provision of this Agreement, the Parties agree that an Indemnified Party shall have no obligation to seek to recover for any Loss under any relevant insurance policy or coverages before seeking indemnification, and being indemnified, for any such Loss pursuant to this Section 10. The Parties also agree that, to the extent that an Indemnified Party is indemnified for a Loss under this Agreement by the Indemnifying Party, the Indemnified Party shall not also recover for such Loss under any relevant insurance policies or coverages (for the avoidance of doubt, it being understood that nothing in this Section 10.3(d) is intended to prevent the Indemnified Party from recovering under any relevant insurance policies or coverages for any Loss to the extent that the deductible or any limit on indemnification under Section 10.4 or Section 10.5 (as applicable) applies with respect to such Loss (or a portion thereof), or to the extent that indemnification for the Loss (or a portion thereof) is not otherwise available under this Agreement).

10.4 Limitations on Indemnity Payment Obligations of Adviser and Owners. The indemnification obligations set forth in Sections 10.1 shall be subject to the following:

(a) Any obligation under Section 10.1(b) arising out of, resulting from or relating to an Authority Representation or the Title Representation shall not be limited in terms of amount or duration, and shall not be subject to Sections 10.4(f), (g) or (h) below.

(b) Any obligation under Section 10.1 arising out of, resulting from or relating to fraud shall not be limited in terms of amount or duration, and shall not be subject to Sections 10.4(f), (g) or (h) below.

(c) Any obligation under Section 10.1 arising out of, resulting from or relating to any Regulatory Litigation Matter shall not be subject to Section 10.4(g) below.

(d) Any obligation under Sections 10.1(a) or 10.1(b) arising out of, resulting from or relating to any Tax Claim shall be limited in terms of duration to the applicable statute of limitations and shall not be subject to Sections 10.4(f), (g) or (h) below.

(e) Except as provided in Section 10.4(d) above, any obligation under Section 10.1(a) shall not be limited in terms of duration, and shall not be subject to Section 10.4(f) below; provided, that any action or claim for Losses arising out of, resulting from or relating to any breach of the covenants in Sections 2.3.3(f)(vi), 6.3 or 6.6 or any intentional, willful breach of any covenant in this Agreement, also shall not be subject to Section 10.4(g) below.

(f) Except as provided in Sections 10.4(a)-(e) above, the obligations under Section 10.1 shall survive the Closing until the Second Anniversary Date.

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(g) Except as provided in Sections 10.4(a)-(e) above, the Adviser and the Owners shall not have an indemnification obligation under Section 10.1 until the aggregate amount of Losses to which the Federated Indemnitees shall become subject to, or shall incur or suffer, equals or exceeds $350,000 (the “Deductible Amount”); thereafter, Owner and the Adviser’s indemnification obligations under Section 10.1 shall not be limited in terms of amount except as specifically provided in this Section 10.4 (it being understood that the Deductible Amount is intended as a deductible, not a threshold).

(h) The aggregate Losses payable by Owner and the Adviser pursuant to Section 10.1 shall not exceed the Aggregate Consideration ultimately paid pursuant to this Agreement (for the avoidance of doubt, it is understood that any Losses to which this Section 10.4(h) does not apply pursuant to Sections 10.4(a), (b) or (d) above shall not count towards the cap imposed by this Section 10.4(h)).

10.5 Limitations on Indemnity Payment Obligations of Federated. The indemnification obligations set forth in Section 10.2 shall be subject to the following:

(a) Any obligation under Section 10.2(b) arising out of, resulting from or relating to an Authority Representation shall not be limited in terms of amount or duration, and shall not be subject to Sections 10.5(e), (f) or (g) below.

(b) Any obligation under Section 10.2 arising out of, resulting from or relating to fraud shall not be limited in terms of amount or duration, and shall not be subject to Sections 10.5(e), (f) or (g) below.

(c) Any obligation under Sections 10.2(a) or 10.2(b) arising out of, resulting from or relating to any Tax Claim shall be limited in terms of duration to the applicable statute of limitations and shall not be subject to Sections 10.5(e), (f) or (g) below.

(d) Except as provided in Section 10.5(c) above, any obligation under Section 10.2(a) shall not be limited in terms of duration, and shall not be subject to Section 10.5(e) below; provided, that any action or claim for Losses arising out of, resulting from or relating to any breach of the covenants in Sections 2.3.3(f)(vi) or 6.3 or any intentional, willful breach of any covenant in this Agreement, also shall not be subject to Section 10.5(f) below; and, provided further, that any breach by Federated under Sections 2.3 (introductory paragraph), 2.3.1, 2.3.2, 2.3.3(f)(i) or 2.3.3(f)(v) shall not be subject to Sections 10.5(e), (f) or (g) below.

(e) Except as provided in Sections 10.5(a)-(d) above, the obligations under Section 10.2 shall survive the Closing until the Second Anniversary Date.

(f) Except as provided in Sections 10.5(a)-(d) above, Federated shall not have an indemnification obligation under Section 10.2 until the aggregate amount of Losses to which the Adviser Indemnitees shall become subject to, or shall incur or suffer, equals or exceeds the Deductible Amount; thereafter, Federated’s indemnification obligations under Section 10.2 shall not be limited in terms of amount except as specifically provided in this Section 10.5 (it being understood that the Deductible Amount is intended as a deductible, not a threshold).

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(g) Except as provided in Sections 10.5(a)-(d) above, the aggregate Losses payable by Federated pursuant to Section 10.2 shall not exceed twenty million dollars ($20,000,000) (for the avoidance of doubt, it is understood that any Losses to which this Section 10.5(g) does not apply pursuant to Sections 10.5(a), (b), (c) or (d) above shall not count towards the cap imposed by this Section 10.5(g)).

10.6 Set-Off. In addition to any other remedy that Federated may have under this Agreement or otherwise, the Adviser and each Owner agree that Federated shall have the express right (but not obligation), with prior notice to the Adviser, to set-off against, and to appropriate and apply, any Contingent Payment that Federated may have an obligation to pay under this Agreement to satisfy (in whole or in part) any bona fide indemnification obligation of the Adviser and the Owner under Section 10.1.

10.7 Subrogation. If an Indemnified Party recovers any amount under this Section 10 in respect of Losses, the Indemnifying Party or Indemnifying Parties shall be subrogated, to the extent of this recovery, to the Indemnified Party’s rights against any third party with respect to such Losses.

10.8 Remedies Exclusive. Except for any equitable remedies (including under Section 9(b)), and except for claims for fraud or intentional, willful breach of this Agreement, the remedies provided for in this Section 10 shall constitute the sole and exclusive remedies for any claims made for breach of this Agreement or in connection with the Transactions contemplated hereby. Each Party hereby waives any provision of Applicable Law to the extent that it would limit or restrict the covenant contained in this Section 10.8.

7.2 Indemnification; Indemnification Procedures.

(a) Indemnification By Seller. Seller shall indemnify, save and hold harmless Buyer and its Affiliates from and against any and all costs, losses, liabilities, damages, lawsuits, deficiencies, claims and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, travel expenses, reasonable attorneys’ fees and all amounts paid in investigation, defense or settlement of any of the foregoing (collectively, “Damages”), incurred in connection with or arising out of or resulting from (i) any breach of any representation, warranty, covenant or agreement, or the inaccuracy of any representation or warranty, made by Seller or Seller Guarantor, as the case may be, in or pursuant to this Agreement or the other Documents, (ii) any Liability of Seller arising out of or related to the Business or the Acquired Assets prior to the applicable Closing Date, and (iii) the Excluded Liabilities, the Shared Use Assets and the Excluded Assets.

(b) Guaranty by Seller Guarantor. Seller Guarantor shall unconditionally guarantee to Buyer, its Affiliates and their respective successors and assigns the full, faithful and punctual performance of all of Seller’s indemnification obligations and liabilities under this Agreement and the other Documents and in furtherance thereof agrees to perform and satisfy such obligations so that the same benefits shall be conferred on Buyer (or Buyer’s Affiliates or their respective successors or assigns, as the case may be) as would have been received had the obligations been duly performed and satisfied by Seller, all in accordance with the terms of this Agreement and the other Documents. Seller and Seller Guarantor shall be jointly and severally liable for all indemnification obligations to Buyer pursuant to this Agreement and the other Documents.

(c) Indemnification by Buyer. Buyer shall indemnify, save and hold harmless Seller and its Affiliates from and against any and all Damages incurred in connection with or arising out of or resulting from (i) any breach of any representation, warranty, covenant or agreement, or the inaccuracy of any representation or warranty, made by Buyer or Buyer Guarantor, as the case may be, in or pursuant to this Agreement or the other Documents, (ii) any Liabilities of Buyer arising out of or related to the Business and/or the Acquired Assets from and after the applicable Closing Date and (iii) the Assumed Liabilities.

(d) Guaranty by Buyer Guarantor. Buyer Guarantor shall unconditionally guarantee to Seller, its Affiliates and their respective successors and assigns the full, faithful and punctual performance of all of Buyer’s indemnification obligations and liabilities under this Agreement and the other Documents and in furtherance thereof agrees to perform and satisfy such obligations so that the same benefits shall be conferred on Seller (or Seller’s Affiliates or their respective successors or assigns, as the case may be) as would have been received had the obligations been duly performed and satisfied by Buyer, all in accordance with the terms of this Agreement and the other Documents. Buyer and Buyer Guarantor shall be jointly and severally liable for all indemnification obligations to Seller pursuant to this Agreement and the other Documents.

(e) “Damages” Further Defined. The term “Damages” as used in this Section 7.2 is not limited to matters asserted by third parties against a Party, but includes Damages incurred or sustained by a Party in the absence of third party claims. In no event shall “Damages” include any lost profits or incidental, special, punitive or consequential damages.

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(f) Defense and Payment of Claims. If any action or proceeding (including any governmental investigation or inquiry) shall be brought or asserted or threatened to be brought or asserted against an indemnified party in respect of which indemnity may be sought hereunder from an indemnifying party, such indemnified party shall promptly notify the indemnifying party in writing, and such notice shall include a reference to the provisions of this Agreement and/or the Documents in respect of which such right of indemnification is claimed or arises and the amount, and the indemnifying party may, in its sole discretion, promptly upon receipt of such notice (no later than 15 days after receipt of such notice), assume the defense thereof, including the retention of counsel of its choice reasonably satisfactory to such indemnified party. If the indemnifying party has assumed the defense of the action or proceeding, then the indemnifying party shall not, except with the written consent of the indemnified party (which consent shall not be unreasonably withheld), consent to the entry of a judgment or settlement, unless the judgment or proposed settlement involves the payment of money damages by one or more of the indemnifying parties and does not impose injunctive or other equitable relief upon the indemnified party or unless the settlement involves a full and unconditional release of the indemnified party. The indemnified party shall provide the indemnifying party with access to its records and personnel relating to any such action or proceeding during normal business hours and shall otherwise cooperate with the indemnifying party in the defense or settlement thereof, and the indemnifying party shall reimburse the indemnified party for all its reasonable out-of-pocket expenses in connection therewith. If the indemnified party assumes the defense of any such claim or proceeding, the indemnified party will not consent to the entry of any judgment or enter into any settlement with respect to any third party claim without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld). If the indemnifying party elects to assume the defense of any such action or proceeding, the indemnified party shall have the right, in its sole discretion, to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such indemnified party. The indemnifying party shall not be liable for any settlement of any such action or proceeding effected without its written consent, but if settled with its written consent (which shall not be unreasonably withheld), or if there is a final judgment for the plaintiff in any such action or proceeding, the indemnifying party agrees to indemnify and hold harmless such indemnified parties from and against any loss or liability by reason of such settlement or judgment.

(g) In the absence of fraud or violation of Law by a Party, and except for the specific performance, injunctive or other equitable remedies, the sole and exclusive remedy of each Party as against the other Party with respect to any and all claims of any kind whatsoever relating to this Agreement, the Schedules, the Documents and the certificates delivered herewith or therewith shall be governed by this Article VII.