Common use of THE CORPORATION'S REPRESENTATIONS AND WARRANTIES Clause in Contracts

THE CORPORATION'S REPRESENTATIONS AND WARRANTIES. The Corporation, on behalf of the Reorganizing Fund, represents and warrants to and agrees with the Federated Trust on behalf of the Surviving Fund as follows: (a) The Corporation is a Maryland corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; the Reorganizing Fund is a duly organized portfolio of the Corporation; and each of the Corporation and Reorganizing Fund has the power to own all of its properties and assets and, subject to the approval of the Reorganizing Fund Shareholders as contemplated hereby, to carry out this Agreement. (b) This Agreement has been duly authorized, executed and delivered by and is valid and binding on the Corporation, enforceable against the Corporation in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, and other similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity. (c) The Corporation is registered under the 1940 Act as an open-end management investment company, and such registration has not been revoked or rescinded and is in full force and effect. (d) The current prospectus and statement of additional information of the Reorganizing Fund conform in all material respects to the applicable requirements of the Securities Act of 1933, and the rules and regulations thereunder (the “1933 Act”), and the 1940 Act, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which there were made, not misleading. (e) Neither the Corporation nor the Reorganizing Fund is in, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement (subject to Reorganizing Fund Shareholder approval) does not constitute and will not result in a, violation of any provision of the Corporation’s Articles of Incorporation or By-Laws or any material agreement, indenture, instrument, contract, lease or other undertaking or arrangement to which the Corporation or the Reorganizing Fund is a party or by which the Corporation or the Reorganizing Fund is bound. (f) Except as otherwise disclosed in writing to and accepted by the Surviving Fund, no litigation, administrative proceeding, investigation or other proceeding of or before any court or governmental body is presently pending or, to the Corporation’s or Reorganizing Fund’s knowledge, threatened against the Corporation or the Reorganizing Fund, or any of the Corporation’s or Reorganizing Fund’s properties or assets. The Corporation or Reorganizing Fund know of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects the Corporation’s or the Reorganizing Fund’s business or the Corporation’s or the Reorganizing Fund’s ability to consummate the transactions contemplated herein. (g) Except as shown on the audited financial statements of the Reorganizing Fund dated September 30, 2007, and as incurred in the ordinary course of the Reorganizing Fund's business since then, the Reorganizing Fund has no liabilities of a material amount, contingent or otherwise. The audited financial statements of the Reorganizing Fund as of September 30, 2007, and for the fiscal year then ended, have been prepared in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Federated Trust and the Surviving Fund) fairly reflect the financial condition of the Reorganizing Fund as of such date, and there are no known contingent liabilities of the Reorganizing Fund as of such date that are not disclosed in such statements. (h) The unaudited financial statements of the Reorganizing Fund as of March 31, 2008, and for the six months then ended (copies of which have been furnished to the Federated Trust and the Surviving Fund), have been prepared in accordance with generally acceptable accounting principles, and fairly reflect the financial condition of the Reorganizing Fund as of such date, and there are no known contingent liabilities of the Reorganizing Fund as of such date that are not disclosed in such statements. (i) Since the date of the audited financial statements referred to in Section 2(g) above, there have been no material adverse changes in the Reorganizing Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by the Reorganizing Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Surviving Fund. For the purposes of this Section 2(i), a decline in the net asset value of the Reorganizing Fund shall not constitute a material adverse change. (j) On the Exchange Date, the Reorganizing Fund will have full right, power and authority to sell, assign, transfer and deliver the Reorganizing Fund's assets to be transferred by it hereunder. (k) At the Exchange Date, all Federal and other tax returns and reports of the Reorganizing Fund required by law then to be filed shall have been filed, and all Federal and other taxes shall have been paid so far as due or provision shall have been made for the payment thereof, and to the best of the Reorganizing Fund’s knowledge no such return is currently under audit and no assessment has been asserted with respect to such returns. (l) As of the date hereof, except as previously disclosed to the Surviving Fund in writing, and except as have been corrected as required by applicable law, and to the best of the Reorganizing Fund’s knowledge, there have been no material miscalculations of the net asset value of the Reorganizing Fund or the net asset value per share during the twelve-month period preceding the date hereof and preceding the Exchange Date, and all such calculations have been made in accordance with the applicable provisions of the 1940 Act. (m) The minute books and other similar records of the Reorganizing Fund as made available to the Surviving Fund prior to the execution of this Agreement contain a true and complete record of all action taken at all meetings and by all written consents in lieu of meetings of the shareholders of the Reorganizing Fund and of the Reorganizing Fund, the Reorganizing Fund’s Board of Directors and committees of the Reorganizing Fund’s Board of Directors. The stock transfer ledgers and other similar records of the Reorganizing Fund as made available to the Surviving Fund prior to the execution of this Agreement, and as existing on the Exchange Date, accurately reflect all record transfers prior to the execution of this Agreement, or the Exchange Date, as applicable, in the shares of the Reorganizing Fund. (n) The Reorganizing Fund has maintained, or caused to be maintained on its behalf, all books and records required of a registered investment company in compliance with the requirements of the 0000 Xxx. (o) All issued and outstanding shares of the Reorganizing Fund are duly and validly issued and outstanding, fully paid and non-assessable by the Reorganizing Fund. All of the issued and outstanding shares of the Reorganizing Fund will, at the time of the Exchange Date, be held by the persons and in the amounts set forth in the records of the Reorganizing Fund’s transfer agent. The Reorganizing Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any of the Reorganizing Fund Shares, and has no outstanding securities convertible into any of the Reorganizing Fund Shares. (p) At the Valuation Time, the Reorganizing Fund will have good and marketable title to the Reorganizing Fund’s assets to be transferred to the Surviving Fund pursuant to Section 1, and full right, power, and authority to sell, assign, transfer, and deliver such assets hereunder, free of any lien or other encumbrance, and, upon delivery and payment for such assets, and the filing of any articles, certificates or other documents under the laws of the State of Maryland or The Commonwealth of Massachusetts, the Surviving Fund will acquire good and marketable title, subject to no restrictions on the full transfer of such assets, other than such restrictions as might arise under the 1933 Act. (q) The information to be furnished by the Corporation or the Reorganizing Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (r) From the effective date of the proxy/registration statement to be filed in connection with the transactions contemplated herein (“Registration Statement”), through the time of the meeting of the Reorganizing Fund Shareholders and on the Exchange Date, any written information furnished by the Corporation or the Reorganizing Fund for use in any proxy materials, or any other materials provided in connection with the transactions contemplated herein, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (s) The Reorganizing Fund has qualified and elected to be treated as a “regulated investment company” under the Code (a “RIC”), as of and since its first taxable year; and qualifies and will continue to qualify as a RIC under the Code for its taxable year ending upon its liquidation. (t) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the Securities Exchange Act of 1934 (the “1934 Act”), the 1940 Act or Maryland law for the execution of this Agreement by the Corporation, for itself and on behalf of the Reorganizing Fund, except for the effectiveness of the Registration Statement, and the filing of any articles, certificates or other documents that may be required under Maryland law, and except for such other consents, approvals, authorizations and filings as have been made or received, and such consents, approvals, authorizations and filings as may be required subsequent to the Exchange Date, it being understood, however, that this Agreement and the transactions contemplated herein must be approved by the Reorganizing Fund Shareholders in accordance with applicable law.

THE CORPORATION'S REPRESENTATIONS AND WARRANTIES. The Corporation, on behalf of the Reorganizing Fund, Corporation represents and warrants to the Xxxxxx, which representations and agrees with warranties shall survive the Federated Trust on behalf execution and delivery of this Agreement, that as of the Surviving Fund as followsEffective Date: (a) 5.1 The Corporation is a Maryland corporation corporation, duly organized, validly existing and in good standing under the laws of the State of Maryland; Nevada and has all requisite corporate power and authority to carry on its business as now conducted. 5.2 The Corporation has all requisite legal and corporate power and authority to enter into this Agreement and consummate the Reorganizing Fund transactions contemplated hereby. This Agreement is a duly organized portfolio of the Corporation; and each of the Corporation and Reorganizing Fund has the power to own all of its properties and assets and, subject to the approval of the Reorganizing Fund Shareholders as contemplated hereby, to carry out this Agreement. (b) This Agreement has been duly authorized, executed and delivered by and is valid and binding on obligation of the Corporation, enforceable against the Corporation in accordance with its terms, except as such enforcement the same may be limited by applicable bankruptcy, insolvency, moratorium, and other similar laws of general applicability relating to or application affecting the enforcement of creditors' rights and to general principles of equity. (c) 5.3 The Corporation is registered under the 1940 Act as an open-end management investment company, and such registration has not been revoked compliance with or rescinded and is in full force and effect. (d) The current prospectus and statement of additional information fulfillment of the Reorganizing Fund conform in all material respects to the applicable requirements of the Securities Act of 1933, terms and the rules and regulations thereunder (the “1933 Act”), and the 1940 Act, and do not include any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements therein, in light of the circumstances under which there were made, not misleading. (e) Neither the Corporation nor the Reorganizing Fund is in, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement (subject to Reorganizing Fund Shareholder approval) does not constitute and conditions hereof will not conflict with, or result in aa breach of, violation of the terms, conditions or provisions of, or constitute a default under, any provision of the Corporation’s Articles of Incorporation or By-Laws or any material agreement, indenture, instrument, contract, lease or other undertaking or arrangement contract to which the Corporation or the Reorganizing Fund is a party or by which the Corporation or the Reorganizing Fund is otherwise bound. (f) Except as otherwise disclosed in writing to and accepted by the Surviving Fund, no litigation, administrative proceeding, investigation or other proceeding of or before any court or governmental body is presently pending or, to the Corporation’s or Reorganizing Fund’s knowledge, threatened against the Corporation or the Reorganizing Fund, or any of the Corporation’s or Reorganizing Fund’s properties or assets. The Corporation or Reorganizing Fund know of no facts that might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree, or judgment of any court or governmental body that materially and adversely affects the Corporation’s or the Reorganizing Fund’s business or the Corporation’s 's articles of incorporation and bylaws, which conflict, breach or default would have a material adverse affect on the Reorganizing Fund’s Corporation's ability to consummate the transaction contemplated by this Agreement. 5.4 The Corporation has not used any broker or finder in connection with the transactions contemplated hereinhereby, and the Corporation shall have no liability as a result of or in connection with any brokerage or finder's fee or other commission of any person or entity retained by the Corporation in connection with the transactions contemplated by this Agreement. (g) Except as shown on 5.5 This Agreement is executed voluntarily and with the audited financial statements full knowledge of the Reorganizing Fund dated September 30, 2007, consequences and as incurred in the ordinary course implication of the Reorganizing Fund's business since then, the Reorganizing Fund has no liabilities of a material amount, contingent or otherwiseobligations contained herein. The audited financial statements of Corporation has had the Reorganizing Fund as of September 30, 2007, and for the fiscal year then ended, have been prepared in accordance with generally accepted accounting principles, and such statements (copies of which have been furnished to the Federated Trust and the Surviving Fund) fairly reflect the financial condition of the Reorganizing Fund as of such date, and there are no known contingent liabilities of the Reorganizing Fund as of such date that are not disclosed in such statements. (h) The unaudited financial statements of the Reorganizing Fund as of March 31, 2008, and for the six months then ended (copies of which have been furnished to the Federated Trust and the Surviving Fund), have been prepared in accordance with generally acceptable accounting principles, and fairly reflect the financial condition of the Reorganizing Fund as of such date, and there are no known contingent liabilities of the Reorganizing Fund as of such date that are not disclosed in such statements. (i) Since the date of the audited financial statements referred to in Section 2(g) above, there have been no material adverse changes in the Reorganizing Fund’s financial condition, assets, liabilities or business (other than changes occurring in the ordinary course of business), or any incurrence by the Reorganizing Fund of indebtedness maturing more than one year from the date such indebtedness was incurred, except as otherwise disclosed to and accepted by the Surviving Fund. For the purposes of this Section 2(i), a decline in the net asset value of the Reorganizing Fund shall not constitute a material adverse change. (j) On the Exchange Date, the Reorganizing Fund will have full right, power and authority to sell, assign, transfer and deliver the Reorganizing Fund's assets opportunity to be transferred represented by it hereunder. (k) At counsel of their choice through the Exchange Date, all Federal and other tax returns and reports of the Reorganizing Fund required by law then to be filed shall have been filed, and all Federal and other taxes shall have been paid so far as due or provision shall have been made for the payment thereof, and to the best of the Reorganizing Fund’s knowledge no such return is currently under audit and no assessment has been asserted with respect to such returns. (l) As of the date hereof, except as previously disclosed to the Surviving Fund in writing, and except as have been corrected as required by applicable law, and to the best of the Reorganizing Fund’s knowledge, there have been no material miscalculations of the net asset value of the Reorganizing Fund or the net asset value per share during the twelve-month period preceding the date hereof and preceding the Exchange Date, and all such calculations have been made in accordance with the applicable provisions of the 1940 Act. (m) The minute books and other similar records of the Reorganizing Fund as made available to the Surviving Fund prior to the execution of this Agreement contain a true and complete record of all action taken at all meetings and by all written consents in lieu of meetings of the shareholders of the Reorganizing Fund and of the Reorganizing Fund, the Reorganizing Fund’s Board of Directors and committees of the Reorganizing Fund’s Board of Directors. The stock transfer ledgers and other similar records of the Reorganizing Fund as made available to the Surviving Fund prior to negotiations which preceded the execution of this Agreement, and as existing on in connection with the Exchange Date, accurately reflect all record transfers prior to the preparation and execution of this Agreement, and that they have carefully and thoroughly reviewed this Agreement in its entirety. 5.6 The Warrant and shares of Common Stock issuable upon exercise thereof, when issued, sold, and delivered in accordance with the terms of this Agreement or the Exchange DateWarrant, as applicablethe case may be, for the consideration expressed therein, will be duly and validly issued, and, based in part upon the shares representations of the Reorganizing Fund. (n) The Reorganizing Fund has maintainedXxxxxx in this Agreement, or caused to will be maintained on its behalf, all books and records required of a registered investment company issued in compliance with all applicable federal and state securities laws. In addition, the requirements Corporation agrees to take all action within its reasonable control following the Closing in order to carry out the purpose and intent of this Agreement, including without limitation, ensuring that the 0000 Xxx. (o) All issued and outstanding shares of securities into which the Reorganizing Fund Warrant may be converted, when issued, are duly and validly issued and outstanding, fully paid and non-assessable by the Reorganizing Fund. All of the and issued in compliance with all applicable federal and outstanding shares of the Reorganizing Fund will, at the time of the Exchange Date, be held by the persons and in the amounts set forth in the records of the Reorganizing Fund’s transfer agent. The Reorganizing Fund has no outstanding options, warrants, or other rights to subscribe for or purchase any of the Reorganizing Fund Shares, and has no outstanding state securities convertible into any of the Reorganizing Fund Shareslaws. (p) At the Valuation Time, the Reorganizing Fund will have good and marketable title to the Reorganizing Fund’s assets to be transferred to the Surviving Fund pursuant to Section 1, and full right, power, and authority to sell, assign, transfer, and deliver such assets hereunder, free of any lien or other encumbrance, and, upon delivery and payment for such assets, and the filing of any articles, certificates or other documents under the laws of the State of Maryland or The Commonwealth of Massachusetts, the Surviving Fund will acquire good and marketable title, subject to no restrictions on the full transfer of such assets, other than such restrictions as might arise under the 1933 Act. (q) The information to be furnished by the Corporation or the Reorganizing Fund for use in no-action letters, applications for orders, registration statements, proxy materials, and other documents that may be necessary in connection with the transactions contemplated herein shall be accurate and complete in all material respects and shall comply in all material respects with federal securities and other laws and regulations. (r) From the effective date of the proxy/registration statement to be filed in connection with the transactions contemplated herein (“Registration Statement”), through the time of the meeting of the Reorganizing Fund Shareholders and on the Exchange Date, any written information furnished by the Corporation or the Reorganizing Fund for use in any proxy materials, or any other materials provided in connection with the transactions contemplated herein, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make the statements, in light of the circumstances under which such statements were made, not misleading. (s) The Reorganizing Fund has qualified and elected to be treated as a “regulated investment company” under the Code (a “RIC”), as of and since its first taxable year; and qualifies and will continue to qualify as a RIC under the Code for its taxable year ending upon its liquidation. (t) No governmental consents, approvals, authorizations or filings are required under the 1933 Act, the Securities Exchange Act of 1934 (the “1934 Act”), the 1940 Act or Maryland law for the execution of this Agreement by the Corporation, for itself and on behalf of the Reorganizing Fund, except for the effectiveness of the Registration Statement, and the filing of any articles, certificates or other documents that may be required under Maryland law, and except for such other consents, approvals, authorizations and filings as have been made or received, and such consents, approvals, authorizations and filings as may be required subsequent to the Exchange Date, it being understood, however, that this Agreement and the transactions contemplated herein must be approved by the Reorganizing Fund Shareholders in accordance with applicable law.