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

THE TRUST'S REPRESENTATIONS AND WARRANTIES. The Trust, on behalf of the Fund, represents and warrants to and agrees with the Federated Trust on behalf of the Successor Fund as follows: a) The Trust is a statutory trust duly organized, validly existing and in good standing under the laws of the State of Delaware and has power to own all of its properties and assets and, subject to the approval of its 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 Trust, enforceable 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. The execution and delivery of this Agreement does not and will not, and the consummation of the transactions contemplated by this Agreement will not, violate the Trust's Declaration of Trust or By-Laws or any agreement or arrangement to which it is a party or by which it is bound. c) The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open- end management investment company, and such registration has not been revoked or rescinded and is in full force and effect.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) Except as shown on the audited financial statements of the Fund for its most recently completed fiscal period and as incurred in the ordinary course of the Fund's business since then, the Fund has no liabilities of a material amount, contingent or otherwise, and there are no legal, administrative or other proceedings pending or, to the Fund's knowledge, threatened against the Fund. e) On the Exchange Date, the Fund will have full right, power and authority to sell, assign, transfer and deliver the Fund's assets to be transferred by it hereunder. f) For each taxable year of its operation (including the taxable year ending on the Exchange Date), the Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company. g) At the Exchange Date, all Federal and other tax returns and reports of the 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 Fund's knowledge no such return is currently under audit and no assessment has been asserted with respect to such returns.

THE TRUST'S REPRESENTATIONS AND WARRANTIES. The Trust, on behalf of the Successor Fund, represents and warrants to and agrees with the Federated Trust Banknorth Funds, on behalf of the Successor Fund Fund, as follows: (a) The Trust is a statutory business trust duly organized, validly existing and in good standing under the laws of the State Commonwealth of Delaware Massachusetts; the Successor Fund is a duly organized portfolio of the Trust; and the Trust has the power to own all of carry on its properties business as it is now being conducted and assets and, subject to the approval of its shareholders as contemplated hereby, to carry out this Agreement. (b) This Agreement has been duly authorized, executed and delivered by the Trust and is valid and binding on the Trust, enforceable 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. The execution and delivery of this Agreement does not and will not, and the consummation of the transactions contemplated by this Agreement will not, violate the Trust's Declaration of Trust or By-Laws or any agreement or arrangement to which it is a party or by which it is bound. (c) The Trust is registered under the Investment Company 1940 Act of 1940, as amended (the "1940 Act"), as an open- open-end management investment company, company and such registration has not been revoked or rescinded and is in full force and effect. (d) Except as shown on the audited financial statements of the The Successor Fund for its most recently completed fiscal period and as incurred in the ordinary course of the Fund's business since then, the Fund has no does not have any known liabilities of a material amount, contingent or otherwise, and there are no legal, administrative or other proceedings pending or, to the FundTrust's knowledge, threatened against the Successor Fund. Other than organizational activities, the Successor Fund has not engaged in any business activities. (e) On the Exchange Date, the Fund will have full right, power and authority to sell, assign, transfer and deliver the Fund's assets to be transferred by it hereunder. f) For each taxable year of its operation (including the taxable year ending on the Exchange Date), the Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company. g) At the Exchange Date, all Federal and other tax returns and reports the Successor Fund Shares to be issued to the Fund (the only Successor Fund shares to be issued as of the Fund required by law then to be filed shall Exchange Date) will have been filedduly authorized and, when issued and all Federal delivered pursuant to this Agreement, will be legally and other taxes shall validly issued and will be fully paid and non-assessable by the Trust. No Trust or Successor Fund shareholder will have been paid so far as due any preemptive right of subscription or provision shall have been made for the payment purchase in respect thereof, and to the best of the Fund's knowledge no such return is currently under audit and no assessment has been asserted with respect to such returns.