Common use of CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND Clause in Contracts

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND. The obligations of the Surviving Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Reorganizing Fund of all the obligations to be performed by the Reorganizing Fund pursuant to this Agreement, on or before the Closing Date and, in addition, shall be subject to the following conditions: All representations, covenants, and warranties of the Reorganizing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Reorganizing Fund shall have delivered to the Surviving Fund on such Closing Date a certificate executed in the Reorganizing Fund’s name by the Reorganizing Fund Registrant’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Surviving Fund and dated as of such Closing Date, to such effect and as to such other matters as the Surviving Fund shall reasonably request. The Reorganizing Fund shall have delivered to the Surviving Fund a statement of the Reorganizing Fund’s assets and liabilities, together with a list of the Reorganizing Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Reorganizing Fund Registrant. The condition to closing in Section 7.4.1(b) of the Asset Purchase Agreement, dated June ______, 2012, among Federated Investors, Inc., Trustmark Investment Advisors, Inc., and Trustmark National Bank relating to the “Fluctuating Reorganizing Fund Closing Assets” (as defined in such Asset Purchase Agreement) shall have been satisfied or has been waived pursuant to the terms of the Asset Purchase Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND. The obligations of the Surviving Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Reorganizing Fund of all the obligations to be performed by the Reorganizing Fund pursuant to this Agreement, on or before the Closing Date and, in addition, shall be subject to the following conditions: All representations, covenants, and warranties of the Reorganizing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Reorganizing Fund shall have delivered to the Surviving Fund on such Closing Date a certificate executed in the Reorganizing Fund’s name by the Reorganizing Fund Registrant’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Surviving Fund and dated as of such Closing Date, to such effect and as to such other matters as the Surviving Fund shall reasonably request. The Reorganizing Fund shall have delivered to the Surviving Fund a statement of the Reorganizing Fund’s assets and liabilities, together with a list of the Reorganizing Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Reorganizing Fund Registrant. The condition to closing in Section 7.4.1(b) of the Asset Purchase Agreement, dated June ______, 2012, among Federated Investors, Inc., Trustmark Investment Advisors, Inc., and Trustmark National Bank relating to the “Fluctuating Reorganizing Fund Closing Assets” (as defined in such Asset Purchase Agreement) shall have been satisfied or has been waived pursuant to the terms of the Asset Purchase Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND. The obligations of the Surviving Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Reorganizing Fund of all the obligations to be performed by the Reorganizing Fund pursuant to this Agreement, on or before the Closing Date and, in addition, shall be subject to the following conditions: All representations, covenants, and warranties of the Reorganizing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Reorganizing Fund shall have delivered to the Surviving Fund on such Closing Date a certificate executed in the Reorganizing Fund’s name by the Reorganizing Fund SM&R Registrant’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Surviving Fund and dated as of such Closing Date, to such effect and as to such other matters as the Surviving Fund shall reasonably request. The Reorganizing Fund shall have delivered to the Surviving Fund a statement of the Reorganizing Fund’s assets and liabilities, together with a list of the Reorganizing Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Reorganizing Fund Registrant. The condition to closing in Section 7.4.1(b) of the Asset Purchase Agreement, dated June ______, 2012, among Federated Investors, Inc., Trustmark Investment Advisors, Inc., and Trustmark National Bank relating to the “Fluctuating Reorganizing Fund Closing Assets” (as defined in such Asset Purchase Agreement) shall have been satisfied or has been waived pursuant to the terms of the Asset Purchase AgreementSM&R Rxxxxxxxxx.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND. The obligations of the Surviving Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Reorganizing Fund of all the obligations to be performed by the Reorganizing Fund pursuant to this Agreement, on or before the Closing Date and, in addition, shall be subject to the following conditions: All representations, covenants, and warranties of the Reorganizing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Reorganizing Fund shall have delivered to the Surviving Fund on such Closing Date a certificate executed in the Reorganizing Fund’s name by the Reorganizing Fund SM&R Registrant’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Surviving Fund and dated as of such Closing Date, to such effect and as to such other matters as the Surviving Fund shall reasonably request. The Reorganizing Fund shall have delivered to the Surviving Fund a statement of the Reorganizing Fund’s assets and liabilities, together with a list of the Reorganizing Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Reorganizing Fund SM&R Registrant. The condition to closing in Section 7.4.1(b) of the Asset Purchase Agreement, dated June ______, 2012, among Federated Investors, Inc., Trustmark Investment Advisors, Inc., and Trustmark National Bank relating to the “Fluctuating Reorganizing Fund Closing Assets” (as defined in such Asset Purchase Agreement) shall have been satisfied or has been waived pursuant to the terms of the Asset Purchase Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND. The obligations of the Surviving Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Reorganizing Fund of all the obligations to be performed by the Reorganizing Fund pursuant to this Agreement, on or before the Closing Date and, in addition, shall be subject to the following conditions: All representations, covenants, and warranties of the Reorganizing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Reorganizing Fund shall have delivered to the Surviving Fund on such Closing Date a certificate executed in the Reorganizing Fund’s name by the Reorganizing Fund RegistrantTrust’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Surviving Fund and dated as of such Closing Date, to such effect and as to such other matters as the Surviving Fund shall reasonably request. The Reorganizing Fund shall have delivered to the Surviving Fund a statement of the Reorganizing Fund’s assets and liabilities, together with a list of the Reorganizing Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Reorganizing Fund Registrant. The condition to closing in Section 7.4.1(b) of the Asset Purchase Agreement, dated June ______, 2012, among Federated Investors, Inc., Trustmark Investment Advisors, Inc., and Trustmark National Bank relating to the “Fluctuating Reorganizing Fund Closing Assets” (as defined in such Asset Purchase Agreement) shall have been satisfied or has been waived pursuant to the terms of the Asset Purchase AgreementTrust.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND. The obligations of the Surviving Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Reorganizing Fund of all the obligations to be performed by the Reorganizing Fund pursuant to this Agreement, on or before the Closing Date and, in addition, shall be subject to the following conditions: All representations, covenants, and warranties of the Reorganizing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. , The Reorganizing Fund shall have delivered to the Surviving Fund on such Closing Date a certificate executed in the Reorganizing Fund’s 's name by the Reorganizing Fund Registrant’s 's President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Surviving Fund and dated as of such Closing Date, to such effect and as to such other matters as the Surviving Fund shall reasonably request. The Reorganizing Fund shall have delivered to the Surviving Fund a statement of the Reorganizing Fund’s 's assets and liabilities, together with a list of the Reorganizing Fund’s 's portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Reorganizing Fund Registrant. The condition to closing in Section 7.4.1(b) of the Asset Purchase Agreement, dated June ______, 2012, among Federated Investors, Inc., Trustmark Investment Advisors, Inc., and Trustmark National Bank relating to the “Fluctuating Reorganizing Fund Closing Assets” (as defined in such Asset Purchase Agreement) shall have been satisfied or has been waived pursuant to the terms of the Asset Purchase Agreement.ARTICLE VIII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND. The obligations of the Surviving Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Reorganizing Fund of all the obligations to be performed by the Reorganizing Fund pursuant to this AgreementAgreement on or before the Closing Date, and, in addition, subject to the following conditions: The Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, shall have performed in all material respects all the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, on or before the Closing Date and, in addition, shall be subject to the following conditions: Date. All representations, covenants, and warranties of the Reorganizing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Reorganizing Fund shall have delivered to the Surviving Fund on such Closing Date a certificate executed in the Reorganizing Fund’s name by the Reorganizing Fund Registrant’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Surviving Fund and dated as of such Closing Date, to such effect and as to such other matters as the Surviving Fund shall reasonably request. The Reorganizing Fund shall have delivered to the Surviving Fund a statement of the Reorganizing Fund’s assets and liabilities, together with a list of the Reorganizing Fund’s portfolio securities showing the 11 303223874 v9 114399-0014/144298195.2 tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Reorganizing Fund Registrant. The Any condition precedent contained in the Transaction Agreement, with respect to closing in Section 7.4.1(b) the consummation of the Asset Purchase Reorganization in connection with the consummation of the transactions contemplated by such Transaction Agreement, dated June ______, 2012, among Federated Investors, Inc., Trustmark Investment Advisors, Inc., and Trustmark National Bank relating to the “Fluctuating Reorganizing Fund Closing Assets” (as defined in such Asset Purchase Agreement) shall have been satisfied or has and remain satisfied, and any right of a party thereto not to consummate this Reorganization shall not have been waived pursuant to exercised, by the terms of the Asset Purchase Agreementclosing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND. The obligations of the Surviving Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Reorganizing Fund of all the obligations to be performed by the Reorganizing Fund pursuant to this AgreementAgreement on or before the Closing Date, and, in addition, subject to the following conditions: The Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, shall have performed in all material respects all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, on or before the Closing Date and, in addition, shall be subject to the following conditions: Date. All representations, covenants, and warranties of the Reorganizing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Reorganizing Fund shall have delivered to the Surviving Fund on such Closing Date a certificate executed in the Reorganizing Fund’s name by the Reorganizing Fund Registrant’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Surviving Fund and dated as of such Closing Date, to such effect and as to such other matters as the Surviving Fund shall reasonably request. The Reorganizing Fund shall have delivered to the Surviving Fund a statement of the Reorganizing Fund’s assets and liabilities, together with a list of the Reorganizing Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Reorganizing Fund Registrant. The Any condition precedent contained in the Transaction Agreement, with respect to closing in Section 7.4.1(b) the consummation of the Asset Purchase Reorganization in connection with the consummation of the transactions contemplated by such Transaction Agreement, dated June ______, 2012, among Federated Investors, Inc., Trustmark Investment Advisors, Inc., and Trustmark National Bank relating to the “Fluctuating Reorganizing Fund Closing Assets” (as defined in such Asset Purchase Agreement) shall have been satisfied or has and remain satisfied, and any right of a party thereto not to consummate this Reorganization shall not have been waived pursuant to exercised, by the terms of the Asset Purchase Agreementclosing.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND. The obligations of the Surviving Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Reorganizing Fund of all the obligations to be performed by the Reorganizing Fund pursuant to this Agreement, on or before the Closing Date and, in addition, shall be subject to the following conditions: All representations, covenants, and warranties of the Reorganizing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Reorganizing Fund shall have delivered to the Surviving Fund on such Closing Date a certificate executed in the Reorganizing Fund’s name by the Reorganizing Fund RegistrantFund’s President or Vice President and the Treasurer or Assistant its Treasurer, in form and substance satisfactory to the Surviving Fund and dated as of such Closing Date, to such effect and as to such other matters as the Surviving Fund shall reasonably request. The Reorganizing Fund shall have delivered to the Surviving Fund a statement of the Reorganizing Fund’s assets and liabilities, together with a list of the Reorganizing Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Reorganizing Fund RegistrantFund. The condition to closing in Section 7.4.1(b) 7.4.8 of the Asset Purchase Agreement, dated June ______March 3, 20122010, among by and between Federated Investors, Inc. and J.J.B. Hxxxxxxx, W. X. Xxxxx, LLC, relating to certain contribution, reimbursement and other payment obligations to the Reorganizing Fund, shall have been satisfied by J.J.B. Hxxxxxxx, W. X. Xxxxx, LLC or waived by Federated Investors, Inc. (and such contribution, reimbursement and other payment obligations satisfied by J.J.B. Hxxxxxxx, W. X. Xxxxx, LLC and Federated Investors, Inc., Trustmark Investment Advisors, Inc., and Trustmark National Bank relating to the “Fluctuating Reorganizing Fund Closing Assets” (as defined in such Asset Purchase Agreement) shall have been satisfied or has been waived pursuant to the terms of the Asset Purchase Agreement).

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND. The obligations of the Surviving Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Reorganizing Fund of all the obligations to be performed by the Reorganizing Fund pursuant to this Agreement, on or before the Closing Date and, in addition, shall be subject to the following conditions: All representations, covenants, and warranties of the Reorganizing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Reorganizing Fund shall have delivered to the Surviving Fund on such Closing Date a certificate executed in the Reorganizing Fund’s name by the Reorganizing Fund Registrant’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Surviving Fund and dated as of such Closing Date, to such effect and as to such other matters as the Surviving Fund shall reasonably request. The Reorganizing Fund shall have delivered to the Surviving Fund a statement of the Reorganizing Fund’s assets and liabilities, together with a list of the Reorganizing Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Reorganizing Fund Registrant. The condition to closing in Section 7.4.1(b) 7.4.7 of the Asset Purchase Agreement, dated June ______, 2012, among Federated Investors, Inc., Trustmark Investment Advisors, Inc., and Trustmark National Bank relating to certain contribution, reimbursement and other payment obligations to the “Fluctuating Reorganizing Fund Closing Assets” (as defined in such Asset Purchase Agreement) Fund, shall have been satisfied by Trustmark Investment Advisors, Inc. or Trustmark National Bank or has been waived pursuant to the terms of the Asset Purchase Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND. The obligations of the Surviving Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Reorganizing Fund of all the obligations to be performed by the Reorganizing Fund pursuant to this Agreement, on or before the Closing Date and, in addition, shall be subject to the following conditions: All representations, covenants, and warranties of the Reorganizing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Reorganizing Fund shall have delivered to the Surviving Fund on such Closing Date a certificate executed in the Reorganizing Fund’s name by the Reorganizing Fund Registrant’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Surviving Fund and dated as of such Closing Date, to such effect and as to such other matters as the Surviving Fund shall reasonably request. The Reorganizing Fund shall have delivered to the Surviving Fund a statement of the Reorganizing Fund’s assets and liabilities, together with a list of the Reorganizing Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Reorganizing Fund Registrant. The condition to closing in Section 7.4.1(b) 7.4.7 of the Asset Purchase Agreement, dated June _________, 2012, among Federated Investors, Inc., Trustmark Investment Advisors, Inc., and Trustmark National Bank relating to certain contribution, reimbursement and other payment obligations to the “Fluctuating Reorganizing Fund Closing Assets” (as defined in such Asset Purchase Agreement) Fund, shall have been satisfied by Trustmark Investment Advisors, Inc. or Trustmark National Bank or has been waived pursuant to the terms of the Asset Purchase Agreement.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND. The obligations of the Surviving Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Reorganizing Fund of all the obligations to be performed by the Reorganizing Fund pursuant to this Agreement, on or before the Closing Date and, in addition, shall be subject to the following conditions: All representations, covenants, and warranties of the Reorganizing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Reorganizing Fund shall have delivered to the Surviving Fund on such Closing Date a certificate executed in the Reorganizing Fund’s name by the Reorganizing Surviving Fund Registrant’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance reasonably satisfactory to the Surviving Fund and dated as of such Closing Date, to such effect and as to such other matters as the Surviving Fund shall reasonably request. The Reorganizing Fund shall have delivered to the Surviving Fund a statement of the Reorganizing Fund’s assets and liabilities, together with a list of the Reorganizing Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Reorganizing Fund Registrant. The condition to closing in Section 7.4.1(b) 7.4.6 of the Asset Money Market Funds Purchase Agreement (the “Purchase Agreement”), dated June ______April 4, 2012, by and among Federated Investors, Inc.Inc. (“Federated”), Trustmark Investment AdvisorsReorganizing Fund Adviser and Fifth Third Financial Corporation (“Parent”), Inc., and Trustmark National Bank relating to certain contribution, reimbursement and other payment obligations to the “Fluctuating Reorganizing Fund Closing Assets” (as defined in such Asset Purchase Agreement) Fund, shall have been satisfied or has been waived pursuant by the Reorganizing Fund Adviser and/or Parent. The Reorganizing Fund shall have discharged all of its liabilities and obligations prior to the terms Closing (including, if the Reorganizing Fund was unable to discharge all liabilities directly despite good faith efforts to comply with paragraph 1.3 above, by Reorganizing Fund Adviser having assumed any remaining liabilities of the Asset Reorganizing Fund immediately prior to the Closing). The Reorganizing Fund Adviser shall have determined in good faith, taking into account all relevant considerations, including certain contribution, reimbursement and other payment obligations to the Reorganizing Fund under Section 7.4.6 of the Purchase Agreement, the sale of the Reorganizing Fund’s assets for their Amortized Cost Value in exchange for Surviving Fund Shares represents the best price and execution reasonably available to the Reorganizing Fund on the Closing Date; provided, however, that if the condition to closing in the last paragraph of Article VI is not met (or waived), the Reorganizing Fund Adviser shall be deemed to be unable to make this determination and this condition to closing shall be deemed not to have been satisfied.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND. The obligations of the Surviving Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Reorganizing Fund of all the obligations to be performed by the Reorganizing Fund pursuant to this Agreement, on or before the Closing Date and, in addition, shall be subject to the following conditions: All representations, covenants, and warranties of the Reorganizing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Reorganizing Fund shall have delivered to the Surviving Fund on such Closing Date a certificate executed in the Reorganizing Fund’s name by the Reorganizing Fund SM&R Registrant’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Surviving Fund and dated as of such Closing Date, to such effect and as to such other matters as the Surviving Fund shall reasonably request. The Reorganizing Fund shall have delivered to the Surviving Fund a statement of the Reorganizing Fund’s assets and liabilities, together with a list of the Reorganizing Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the SM&R Registrant. Any contributions, reimbursements or other payments required to be made by SM&R to the Reorganizing Fund Registrant. The condition pursuant to closing in Section 7.4.1(b) 6.11 of the Asset Purchase that certain Agreement, dated June ______February 22, 20122010, among Federated Investors, Inc., Trustmark Investment Advisors, Inc., between CCM Partners and Trustmark National Bank relating to the “Fluctuating Reorganizing Fund Closing Assets” (as defined in such Asset Purchase Agreement) SM&R shall have been satisfied or has been waived pursuant to the terms of the Asset Purchase Agreementmade.

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SURVIVING FUND. The obligations of the Surviving Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Reorganizing Fund of all the obligations to be performed by the Reorganizing Fund pursuant to this AgreementAgreement on or before the Closing Date, and, in addition, subject to the following conditions: The Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, shall have performed in all material respects all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Reorganizing Fund Registrant, on behalf of the Reorganizing Fund, on or before the Closing Date and, in addition, shall be subject to the following conditions: Date. All representations, covenants, and warranties of the Reorganizing Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, with the same force and effect as if made on and as of such Closing Date. The Reorganizing Fund shall have delivered to the Surviving Fund on such Closing Date a certificate executed in the Reorganizing Fund’s name by the Reorganizing Fund Registrant’s President or Vice President and the Treasurer or Assistant Treasurer, in form and substance satisfactory to the Surviving Fund and dated as of such Closing Date, to such effect and as to such other matters as the Surviving Fund shall reasonably request. The Reorganizing Fund shall have delivered to the Surviving Fund a statement of the Reorganizing Fund’s assets and liabilities, together with a list of the Reorganizing Fund’s portfolio securities showing the tax costs of such securities by lot and the holding periods of such securities, as of the Closing Date, certified by the Treasurer of the Reorganizing Fund Registrant. The condition conditions to closing in Section 7.4.1(b9.02(i) of the Asset Purchase Transaction Agreement, dated June ______, 2012, among Federated Investors, Inc., Trustmark Investment Advisors, Inc., and Trustmark National Bank relating to certain contribution, reimbursement and other payment obligations in the “Fluctuating Reorganizing Fund Closing Assets” (as defined in such Asset Purchase Agreement) Fund, shall have been satisfied by the Reorganizing Fund Adviser and/or PNC Bank, N.A. (“Parent”), or has been waived pursuant by Federated (and such contribution, reimbursement and other payment obligations satisfied by the Reorganizing Fund Adviser and/or Parent or Federated.) Any other condition precedent contained in the Transaction Agreement, with respect to the terms consummation of the Asset Purchase Reorganization in connection with the consummation of the transactions contemplated by such Transaction Agreement, shall have been and remain satisfied, and any right of a party thereto not to consummate this Reorganization shall not have been exercised, by the closing.