undersigned [President] [Vice President] of the Transferor, DO HEREBY
CERTIFY that:
1.
is the duly elected and qualified [Secretary] [Assistant
Secretary] of the Transferor and the signature above is [his] [her] genuine
signature.
2. The Purchase Agreement and each other Program Document is subsisting and in
full force and effect on the date hereof.
3. The representations and warranties on the part of the Transferor contained in
the Purchase Agreement and the other Program Documents to which the Transferor
is a party are true and correct in all material respects at and as of the date
hereof as though made on and as of the date hereof.
4. The conditions precedent set forth in Article III of the Purchase Agreement
are fully satisfied and no Event of Termination (or event which with the passage
of time or notice, or both would constitute an Event of Termination) has
occurred and is continuing or would occur with the Purchase of Receivables
pursuant to the Purchase Agreement.
WITNESS my hand as of this
day of
, 200
By:
[President] [Vice President]
FEDERATED INVESTORS MANAGEMENT
COMPANY
B-4-2
EXHIBIT C
FORM OF DISTRIBUTION AGREEMENT
EXHIBIT D
FORM OF PROSPECTUS
EXHIBIT E
FORM OF DISTRIBUTION PLAN
EXHIBIT F
FORM OF PRINCIPAL SHAREHOLDER SERVICER'S AGREEMENT
EXHIBIT G
FORM OF SHAREHOLDER SERVICER'S AGREEMENT
EXHIBIT H
ADDENDUM
Dated as of
,
Reference is hereby made to (i) that certain Purchase and Sale Agreement dated
as of December 21, 2000 (as from time to time amended, supplemented, waived or
modified, the "2000 Purchase Agreement") among Federated Funding 1997-1, Inc.
(together with its permitted successors and assigns, the "Seller"), Federated
Investors Management Company (together with its permitted successors and
assigns, the "Transferor"), Federated Securities Corp. (the "Distributor"),
Federated Investors, Inc. (together with its permitted successors and assigns,
the "Parent"), Citibank, N.A. (together with its permitted successors and
assigns, the "Purchaser") and Citicorp North America, Inc., as program agent
(together with its permitted successors and assigns, the "Program Agent"), and
(ii) that certain Purchase and Sale Agreement dated as of March 1, 2007 (as from
time to time amended, supplemented, waived or modified, the "2007 Purchase
Agreement", and collectively with the 2000 Purchase Agreement, the "Purchase
Agreements") among the Seller, the Transferor, the Distributor, the Parent, the
Purchaser and the Program Agent). Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings assigned to such
terms in the Purchase Agreements.
Pursuant to the terms of Section 2.03 of the Purchase Agreements, the Seller
hereby requests that effective as of the Addition Effective Date [INSERT NAME OF
FUND] a series of [INSERT NAME OF COMPANY], an Additional Eligible Fund, become
a "Fund" under and for all purposes of the Purchase Agreements [and that [INSERT
NAME OF COMPANY], an investment company registered with the SEC under the
Investment Company Act (the "Additional Company") become a "Company" under and
for all purposes of the Purchase Agreements.
On and as of the Addition Effective Date, (i)