Common use of Collateral Agent Appointed Attorney-in-Fact Clause in Contracts

Collateral Agent Appointed Attorney-in-Fact. National Rural hereby appoints the Collateral Agent the attorney-in-fact of National Rural for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural The Borrower hereby appoints the Collateral Agent the attorney-in-fact of National Rural the Borrower for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural the Borrower (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural the Borrower to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party RUS shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural the Borrower for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable (until the Termination Date) and coupled with an interest but is subject nevertheless interest; provided, however, that the Collateral Agent shall not execute on behalf of Grantors any application or other instrument to be submitted to the terms and conditions of this Pledge AgreementFCC. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; , (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral, (d) to send verifications of Accounts to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; , (eg) to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; , and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge AgreementAgreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconductmisconduct as determined by a court in a final and nonappealable judgment. The foregoing powers of attorney being coupled with an interest, are irrevocable until the Security Interest shall have terminated in accordance with the terms hereof.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the The Collateral Agent shall will have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Grantor, to: (a1) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; ; (b2) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; ; (c3) ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (4) sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (5) send verifications of Accounts to any Account Debtor; (6) commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; ; (d7) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; ; (e) to 8) notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and and (f9) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall will be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party shall other Secured Parties will be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural (a) such Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Pledged Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Pledged Collateralsame; provided, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreementhowever, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural for the purpose ofsuch Pledgor, upon the occurrence and during the continuance of an Event of a Default, for the purpose of carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural (a) such Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Pledged Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Pledged Collateralsame; provided, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreementhowever, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct. Notwithstanding anything in this Section 9 to the contrary, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 9 unless it does so in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement.

Collateral Agent Appointed Attorney-in-Fact. National Rural In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eh) to notify, or to require National Rural any Pledgor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fi) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided provided, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Subject to the Intercreditor Agreements, each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose ofof carrying out the provisions of this Agreement and, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, subject to applicable Requirements of Law and the Intercreditor Agreements, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise otherwise, realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eh) to notify, or to require National Rural any Pledgor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fi) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own or their Related Parties’ gross negligence or willful misconduct. For the avoidance of doubt, Section 4.03 of any First Lien/First Lien Intercreditor Agreement entered into after the Closing Date in the form exhibited to the Credit Agreement (or the equivalent provision of any other First Lien/First Lien Intercreditor Agreement) shall apply to the Collateral Agent as agent for the Secured Parties hereunder.

Collateral Agent Appointed Attorney-in-Fact. National Rural (a) Each Grantor hereby appoints the Collateral Agent the true and lawful attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of a Cash Dominion Period, subject to Section 3.04(b), a Qualified Cash Trigger Period or an Event of Default, as applicable, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, subject to the Intercreditor Agreement, (i) upon the occurrence and during the continuance of an a Cash Dominion Period, subject to Section 3.04(b), a Qualified Cash Trigger Period and (unless a Bankruptcy Event of DefaultDefault has occurred and is continuing, in which case no such notice shall be required) upon and after delivery of notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Grantor (a) to take actions required to be taken by the Grantors under Article V of this Agreement; and (b) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; and (bii) subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default and (unless a Bankruptcy Event of Default has occurred and is continuing, in which case no such notice shall be required) delivery of notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (b) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (c) to send verifications of Accounts to any Account Debtor; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (ef) to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral AgentAgent or to a Collateral Account and adjust, settle or compromise the amount of payment of any Account or related contracts; (g) to make, settle and adjust claims in respect of Collateral under policies of insurance and to endorse the name of such Grantor on any check, draft, instrument or any other item of payment with respect to the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconductmisconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact. (b) All acts in accordance with this Section 8.14 of said attorney or designee are hereby ratified and approved by the Grantors. The powers conferred on the Collateral Agent, for the benefit of the Secured Parties, under this Section 8.14 are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers.

Collateral Agent Appointed Attorney-in-Fact. National Rural The Grantor hereby appoints the Collateral Agent the as its attorney-in-fact of National Rural for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural the Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to sign the name of the Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Secured Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural the Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent (acting at the written direction of the Required Lenders) may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; , (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral, (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral, (e) to send verifications of Accounts to any Account Debtor, (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; , (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Each Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Loan Party hereby appoints the Collateral Agent the attorney-in-fact of National Rural for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofsuch Loan Party, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the rightinterest, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Loan Party, (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to sign the name of any Loan Party on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of accounts receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eg) to notify, or to require National Rural any Loan Party to notify, obligors under Pledged Securities any Account Debtor to make payment directly to the Collateral Agent; and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them hereinherein (if any), and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Loan Party for any act or failure to act hereunder, except for their own gross negligence negligence, willful misconduct or willful misconductbad faith.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless interest; provided, however, that the Collateral Agent shall not execute on behalf of Grantors any application or other instrument to be submitted to the terms and conditions of this Pledge AgreementFCC. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; , (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral, (d) to send verifications of Accounts to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; , (eg) to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; , and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge AgreementAgreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Additional First-Lien Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, willful misconduct or willful misconductbad faith. The foregoing powers of attorney being coupled with an interest, are irrevocable until the Security Interest shall have terminated in accordance with the terms hereof.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Pledgor -------------------------------------------- hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the rightinterest, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural (a) such Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Pledged Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Pledged Collateralsame; provided, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreementhowever, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring -------- ------- or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Holdings hereby appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and the attorney-in-fact fact) of National Rural Holdings for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest but is subject nevertheless (provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to the terms and conditions of this Pledge Agreementexercising such rights). Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of DefaultDefault and notice by the Collateral Agent to Holdings of the Collateral Agent’s intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural Holdings (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law Law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notifyendorse the name of Holdings on any check, draft, instrument or to require National Rural to notify, obligors under other item of payment representing or included in the Pledged Securities Collateral; (f) to make payment directly to the Collateral Agentall determinations and decisions with respect thereto; and (fe) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural Holdings for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith, or willful misconductmisconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact, in each case, as determined by a final nonappealable judgment of a court of competent jurisdiction. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 10 days of demand, by Holdings to the Collateral Agent and shall be additional Secured Obligations secured hereby.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each of the Pledgors hereby appoints the Collateral Agent the as such Pledgor's attorney-in-fact fact, with full authority in the place and stead of National Rural for such Pledgor and in the purpose ofname of such Pledgor or otherwise, upon from time to time in the occurrence and during the continuance of an Event of DefaultCollateral Agent's discretion, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking take any action and executing to execute any instrument that which the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes hereofof this Article XII following the occurrence and during the continuation of an Event of Default or an event of default under any Permitted Lien Indebtedness (but not prior thereto, which appointment is irrevocable and coupled with an interest but is subject nevertheless or after the cessation thereof), including, without limitation, in any respect neither contrary to the terms and conditions provisions of this Pledge Agreement. Without Indenture nor any instrument governing any Permitted Lien Indebtedness, the right to notify and direct the issuer of or any party obligated with respect to any Pledged Collateral to make payments with respect to such Pledged Collateral directly to the Collateral Agent or may, in any respect not contrary to the provisions of this Indenture or any instrument governing any Permitted Lien Indebtedness, permit such rights to be exercised by any Pledgor; and, without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon in its discretion following the occurrence and during the continuance continuation of an Event of DefaultDefault or an event of default under any Permitted Lien Indebtedness (but not prior thereto, with full power of substitution either in or after the Collateral Agent’s name or in the name of National Rural cessation thereof): (a) The Collateral Agent may at any time vote or give consents, or authorize the Pledged Shares to receivebe voted or such consents to be given in accordance with, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating subject to the Pledged Collateral or any part thereof; notice provisions set forth in, Section 12.4(b) hereof. (b) The Collateral Agent may join in and become a party to demandany plan of reorganization and readjustment, collectwhether voluntary or involuntary, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or may deposit any of the Pledged Collateral under such plan or make any exchange or surrender or permit any substitution for or cancellation of the Pledged Collateral as required by such plan and may take all such action as may be required by such plan; provided, however, that all securities issued or created under such plan and exchanged for the Pledged Collateral and all securities, moneys or property received pursuant to enforce any rights in respect such plan shall thereafter be subject to the terms of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any this Article XII and become part of the Pledged Collateral; . (ec) to notifyThe Collateral Agent may receive, endorse and collect all checks, whether or to require National Rural to notify, obligors under Pledged Securities to make payment directly not made payable to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any order of the Pledged Collateralapplicable Pledgor, and to do all representing any dividend, distribution or other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring payments at any time paid or obligating the Collateral Agent to make any commitment made on or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party all of which shall be accountable only for amounts actually received applied to the Secured Obligations as a result of the exercise of the powers granted to them provided herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural may give full discharge for any act or failure to act hereunder, except for their own gross negligence or willful misconductthe same in accordance with Section 12.4(b) hereof.

Collateral Agent Appointed Attorney-in-Fact. National Rural The Borrower hereby appoints the Collateral Agent the attorney-in-fact of National Rural the Borrower for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural the Borrower (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural the Borrower to notify, obligors under Pledged Securities Instruments to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party RUS shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural the Borrower for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Effective only after an Event of Default, the Guarantor hereby appoints the Collateral Agent the attorney-in-fact of National Rural the Guarantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural (a) the Guarantor, to ask for, demand, sue for, collect, receive, endorse, assign and/or deliver receipt and give acquittance for any and all notesalx xoneys due or to become due and under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Guarantor representing any interest or dividend, or other evidences distribution payable in respect of payment relating to the Pledged Collateral or any part thereof; (b) thereof for or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transferendorse, pledge, transfer and make any agreement with respect to respecting, or otherwise deal with all or any of with, the Pledged Collateralsame; provided, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreementhowever, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The , and no action taken by the Collateral Agent and or omitted to be taken with respect to the Control Party Collateral shall be accountable only for amounts actually received as a result give rise to any cause of action against the Collateral Agent, except in the case of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductmisconduct of the Collateral Agent.

Collateral Agent Appointed Attorney-in-Fact. National Rural Subject to the Intercreditor Agreements, each Pledgor hereby appoints the Collateral Agent as the attorney-in-fact of National Rural such Pledgor for the purpose ofof carrying out the provisions of this Agreement and, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, subject to applicable Requirements of Law and any Intercreditor Agreement, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise otherwise, realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eh) to notify, or to require National Rural any Pledgor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral AgentAgent as contemplated by Section 4.04; and (fi) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own or their Related Parties’ gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable judgment. For the avoidance of doubt, Section 4.03 of any Pari First Lien Intercreditor Agreement entered into after the Closing Date in the form exhibited to the Credit Agreement (or the equivalent provision of any other Permitted Pari Passu First Lien Intercreditor Agreement) shall apply to the Collateral Agent as agent for the Secured Parties hereunder.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; , (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral, (d) to send verifications of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; , (eg) to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; , and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged CollateralCollateral (including completing any stock powers or other instruments of transfer delivered pursuant to Section 2.02(c)), and to do all other acts and things necessary to carry out the purposes of this Pledge AgreementAgreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct, as determined by a court of competent jurisdiction in a final and nonappealable judgment. Upon termination of this Agreement, the Collateral Agent’s rights as attorney-in-fact shall terminate.

Collateral Agent Appointed Attorney-in-Fact. National Rural The Borrower hereby appoints the Collateral Agent the attorney-in-fact of National Rural the Borrower for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural the Borrower (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural the Borrower to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party RUS shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural the Borrower for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.. Pledge Agreement

Collateral Agent Appointed Attorney-in-Fact. National Rural Springleaf hereby appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as the Borrower’s true and lawful agent (and the attorney-in-fact fact) of National Rural Springleaf for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest but is subject nevertheless (provided that the Collateral Agent shall provide Springleaf with notice thereof prior to the terms and conditions of this Pledge Agreementexercising such rights). Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of DefaultDefault and notice by the Collateral Agent to Springleaf of the Collateral Agent’s intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural Springleaf (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law Law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notifyendorse the name of Springleaf on any check, draft, instrument or to require National Rural to notify, obligors under other item of payment representing or included in the Pledged Securities Collateral; (f) to make payment directly to the Collateral Agentall determinations and decisions with respect thereto; and (fe) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural Springleaf for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith, or willful misconductmisconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact, in each case, as determined by a final nonappealable judgment of a court of competent jurisdiction. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 5 Business Days of demand, by Springleaf to the Collateral Agent and shall be additional Secured Obligations secured hereby.

Collateral Agent Appointed Attorney-in-Fact. National Rural Subject to the Intercreditor Agreements, each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose ofof carrying out the provisions of this Agreement and, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, subject to applicable Requirements of Law and the Intercreditor Agreements, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise otherwise, realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eh) to notify, or to require National Rural any Pledgor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fi) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own or their Related Parties gross negligence or willful misconduct. For the avoidance of doubt, Section 4.03 of the Second Lien Intercreditor Agreement shall apply to the Collateral Agent as agent for the Secured Parties hereunder.

Collateral Agent Appointed Attorney-in-Fact. National Rural hereby appoints the Collateral Agent the attorney-in-fact of National Rural for the purpose of, upon (a) Upon the occurrence and during the continuance of an Event of DefaultDefault or Trigger Event, carrying out the provisions of this Pledge Agreement with respect subject to the Pledged Pledgor's rights under Section 7 hereof, the Pledgor hereby appoints the Collateral Agent as the Pledgor's attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise (i) to exercise all voting, consent other rights related to the Collateral and taking (ii) from time to time in the Collateral Agent's discretion, to take any action and executing to execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish enforce its rights under this Agreement, including, without limitation, authority to receive, endorse and collect all instruments made payable to the purposes Pledgor representing any distribution, interest payment or other payment in respect of the Collateral or any part thereof and to give full discharge for the same. The Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof, which appointment . This power of attorney is irrevocable and coupled with an interest but is subject nevertheless to and shall be irrevocable for the terms and conditions term of this Pledge Agreement. Without limiting Nevertheless, the generality of Pledgor shall, if so requested by the foregoingCollateral Agent, ratify and confirm all that the Collateral Agent shall have lawfully do or cause to be done by virtue hereof as the right, upon the occurrence Pledgor's attorney-in-fact by executing and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural (a) delivering to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present such other Person as the Collateral Agent shall direct, all documents and instruments as may be necessary or, in the judgment of the Collateral Agent, advisable for such purpose. (b) The Pledgor further authorizes the Collateral Agent, at any time and from time to time, (i) to execute, in connection with any sale provided for hereunder, any endorsements, assignments or file any claim other instruments of conveyance or notice, or to take any action transfer with respect to the Pledged Collateral and (ii) to the full extent permitted by applicable law, to file one or more financing or continuation statements, and amendments thereto, relative to all or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party shall be accountable only for amounts actually received as a result of the exercise Collateral without the signature of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductPledgor.

Collateral Agent Appointed Attorney-in-Fact. National Rural Subject to the Intercreditor Agreements, each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose ofof carrying out the provisions of this Agreement and, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, subject to applicable Requirements of Law and the Intercreditor Agreements, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise otherwise, realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eh) to notify, or to require National Rural any Pledgor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fi) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own or their Related Parties’ gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Grantor (provided, that to the extent written notice is not required hereunder, the Collateral Agent shall use commercially reasonable efforts to provide notice to such Grantor, though its rights hereunder are not conditioned thereon) (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; , (b) upon three Business Days’ prior written notice to such Grantor, to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; , (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral, (d) upon three Business Days’ prior written notice to such Grantor, to send verifications of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; , (eg) upon three Business Days’ prior written notice to such Grantor, to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; , and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge AgreementAgreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, wilful misconduct or willful misconductbad faith.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural such Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; , (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral, (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Pledged Collateral, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; , and (eg) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Pledgor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; , (c) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral, (d) to send verifications of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; , (eg) to notify, or to require National Rural any Pledgor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; Agent and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural AGFC hereby appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as the Borrower’s true and lawful agent (and the attorney-in-fact fact) of National Rural AGFC for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest but is subject nevertheless (provided that the Collateral Agent shall provide AGFC with notice thereof prior to the terms and conditions of this Pledge Agreementexercising such rights). Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of DefaultDefault and notice by the Collateral Agent to AGFC of the Collateral Agent’s intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural AGFC (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law Law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notifyendorse the name of AGFC on any check, draft, instrument or to require National Rural to notify, obligors under other item of payment representing or included in the Pledged Securities Collateral; (f) to make payment directly to the Collateral Agentall determinations and decisions with respect thereto; and (fe) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural AGFC for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith, or willful misconductmisconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact, in each case, as determined by a final nonappealable judgment of a court of competent jurisdiction. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 5 Business Days of demand, by AGFC to the Collateral Agent and shall be additional Secured Obligations secured hereby.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoingforegoing and subject to the terms of the Intercreditor Agreement, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural (a) such Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmonies due or to become due under and by virtue of any Pledged Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Pledged Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Pledged Collateralsame; provided, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreementhowever, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys monies due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their shareholders, officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Subject to the terms of the Intercreditor Agreement, each Pledgor hereby constitutes and appoints the Collateral Agent as the attorney-in-fact of National Rural for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, such Pledgor with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Pledgor to do any of the following upon the occurrence and during the continuance of an Event of Default at the direction of the Required Senior Lenders (hereinafter, as defined in the Intercreditor Agreement): (a) to perform any obligation of such Pledgor hereunder in such Pledgor’s name or otherwise; (b) to ask for, demand, xxx for, collect, receive, endorse, assign and/or deliver receipt and give acquittance for any and all notes, acceptances, moneys due or to become due under and by virtue of any Pledged Collateral; (c) [reserved]; (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money orders payable to such Pledgor, representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Pledged Collateral or any part thereofthereof or on account thereof and to give full discharge for the same; (bf) to demandexercise all rights, collectpowers and remedies which such Pledgor would have, receive payment ofbut for this Agreement, give receipt for and give discharges and releases of all or any of under the Pledged Collateral; and (cg) to commence carry out the provisions of this Agreement and prosecute to take any action and all suits, actions or proceedings at law or in equity in execute any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to instrument which the Collateral Agent; and (f) subject Agent may deem reasonably necessary or advisable to accomplish the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateralpurposes hereof, and to do all other acts and things necessary to carry out and execute all documents in the purposes name of this Pledge Agreementthe Pledgor or otherwise, as fully and completely as though deemed by the Collateral Agent were as reasonably necessary, proper and convenient in connection with the absolute owner preservation, perfection or enforcement of the Pledged Collateral for all purposes; provided that nothing its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Collateral Agent or the Secured Parties to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agentit, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Collateral Agent or of the Secured Parties or omitted to be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Collateral Agent or any of the Secured Parties. The Collateral Agent power of attorney granted herein is irrevocable and the Control Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductcoupled with an interest.

Collateral Agent Appointed Attorney-in-Fact. National Rural hereby appoints the Collateral Agent the attorney-in-fact of National Rural for the purpose of, upon Upon the occurrence and during the continuance of an Event of Default, subject to the Intercreditor Agreement, the Pledgor hereby irrevocably constitutes and appoints the Collateral Agent, its successors and assigns, its true and lawful attorney-in-fact, with power and authority and with full power of substitution, at the expense of the Pledgor, either in the Collateral Agent’s own name or in the name of the Pledgor, for the purpose of carrying out the provisions terms of this Pledge Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may reasonably be necessary or desirable to accomplish the purposes of this Agreement with respect and, without limiting the generality of the foregoing, hereby gives said attorneys the power and right, on behalf of such Pledgor, without notice to or assent by such Pledgor, to do the Pledged Collateral and taking following: (i) to take any action and executing execute any instrument instruments that the Collateral Agent such attorney-in-fact may deem necessary or advisable to accomplish the purposes hereof; (ii) to ask, which appointment is irrevocable demand, collect, receive, receipt for, xxx for, compound, and coupled with an interest but is subject nevertheless to the terms give acquittance for any and conditions of this Pledge Agreement. Without limiting the generality all sums or properties that may be or become due, payable, or distributable in respect of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Defaultor that constitute a part thereof, with full power of substitution either in to settle, adjust, or compromise any claim thereunder or therefor as fully as the Collateral Agent’s name Pledgor could do; (iii) to endorse or in sign the name of National Rural the Pledgor on all instruments given in payment or in part payment thereof and all documents of satisfaction, discharge, or receipt required or requested in connection therewith; and (aiv) to receive, endorse, assign and/or deliver file or take any and all notes, acceptances, checks, drafts, money orders action or other evidences of payment relating to institute any case or proceeding that the Pledged Collateral Agent may deem necessary or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction appropriate to collect or otherwise realize on upon any or all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or effect a transfer thereof, or that may be necessary or appropriate to require National Rural to notifyprotect and preserve the right, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateraltitle, and to do all other acts and things necessary to carry out the purposes interest of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or noticefor the benefit of the Secured Parties, or to take any action with respect in and to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party shall security intended to be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductafforded hereby.

Collateral Agent Appointed Attorney-in-Fact. National Rural Subject to any Intercreditor Agreement, each Pledgor hereby appoints the Collateral Agent as the attorney-in-fact of National Rural such Pledgor for the purpose ofof carrying out the provisions of this Agreement and, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, subject to applicable Requirements of Law and any Intercreditor Agreement, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, sue for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or bill of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise otherwise, realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eh) to notify, or to require National Rural any Pledgor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral AgentAgent as contemplated by Section 4.04; and (fi) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own or their Related Parties’ gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable judgment. For the avoidance of doubt, Section 4.03 of any Pari First Lien Intercreditor Agreement entered into after the Closing Date in the form exhibited to the Note Purchase Agreement (or the equivalent provision of any other Permitted Pari Passu First Lien Intercreditor Agreement) shall apply to the Collateral Agent as agent for the Secured Parties hereunder.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; , (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral, (d) to send verifications of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; , (eg) to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; , and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge AgreementAgreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided PROVIDED, HOWEVER, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, wilful misconduct or willful misconductbad faith.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary (or advisable that the Collateral Agent in good faith after consultation with the applicable Grantor deems advisable) to accomplish the purposes hereof, in each case exercisable only upon the occurrence and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eh) to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fi) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own bad faith, gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural hereby appoints the Collateral Agent the attorney-in-fact of National Rural for the purpose of, upon Upon the occurrence and during the continuance continuation of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon as the occurrence true and during lawful attorney-in-fact and agent of Holdings and the continuance of an Event of DefaultUS Borrower, with full power of substitution either for Holdings and the US Borrower and in Holdings's and the US Borrower's name, the Collateral Agent’s 's name or in otherwise for the name use and benefit of National Rural the Collateral Agent (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral Assigned Contracts or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged CollateralAssigned Contracts; (c) to commence sign the name of Holdings and the US Borrower on any invoice or bill of lading relating to any of the Assigned Contracts; (d) to commxxxx and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral Assigned Contracts or to enforce any rights in respect of any Pledged CollateralAssigned Contracts; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral AgentAssigned Contracts; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged CollateralAssigned Contracts, and to do all other acts and things necessary to carry out the purposes of this Pledge AgreementCollateral Assignment, as fully and completely as though the Collateral Agent were Holdings and/or the absolute owner of US Borrower, as applicable, named in the Pledged Collateral for all purposesAssigned Contracts; provided PROVIDED, HOWEVER, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral AgentAgent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral Assigned Contracts or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any other Secured Party with respect to the Assigned Contracts or any part thereof shall give rise to any defense, counterclaim or offset in favor of Holdings or the US Borrower or to any claim or action against the Collateral Agent or any other Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of Holdings and the US Borrower for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section 6 shall in no event relieve Holdings or the US Borrower of any of its obligations hereunder or under the other Credit Documents with respect to the Assigned Contracts or any part thereof or impose any obligation on the Collateral Agent and or any other Secured Party to proceed in any particular manner with respect to the Control Assigned Contracts or any part thereof, or in any way limit the exercise by the Collateral Agent or any other Secured Party of any other or further right that it may have on the date of this Collateral Assignment or hereafter, whether hereunder, under any other Credit Document, by law or otherwise. Any sale pursuant to the provisions of this Section 6 shall be accountable only for amounts actually received deemed to conform to the commercially reasonable standards as a result provided in Section 9-610(b) of the exercise Uniform Commercial Code as from time to time in effect in the State of the powers granted to them herein, and neither they nor their officers, directors, employees New York or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductits equivalent in other jurisdictions.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an a Loan Group Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to send verifications of accounts receivable to any Account Debtor; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (ef) to notify, or to require National Rural any Grantor to notify, the obligors under of any Pledged Securities Indebtedness to make payment directly to the Collateral Agent; and (fg) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent Agent, the other Secured Parties and the Control Party Cyprus Amax Noteholders shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them hereinherein (if any), and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable until the payment in full of the Secured Obligations and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; , (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral, (d) to send verifications of Receivables to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; , (eg) to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; , and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; , provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural The Guarantor hereby appoints the Collateral Agent the attorney-in-fact of National Rural the Guarantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural the Guarantor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided provided, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural the Guarantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Grantor (provided, that to the extent written notice is not required hereunder, the Collateral Agent shall use commercially reasonable efforts to provide notice to such Grantor, though its rights hereunder are not conditioned thereon) (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; , (b) upon three Business Days’ prior written notice to such Grantor, to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; , (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral, (d) upon three Business Days’ prior written notice to such Grantor, to send verifications of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; , (eg) upon three Business Days’ prior written notice to such Grantor, to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; , and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge AgreementAgreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, wilful misconduct or willful misconductbad faith.

Collateral Agent Appointed Attorney-in-Fact. National Rural The Borrower hereby irrevocably appoints the Collateral Agent as the Borrower's attorney-in-fact fact, with full authority in the place and stead of National Rural for the purpose ofBorrower and in the name of the Borrower, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking take any action and executing to execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofof this Security Agreement, which appointment is irrevocable including, without limitation: (1) to obtain and coupled with an interest but is subject nevertheless adjust insurance on the Collateral required to be paid to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, Borrower or the Collateral Agent shall have pursuant to the rightCredit Agreement; (2) to ask, upon the occurrence demand, collect, sue xxx, recover, settle, compromise, receive and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name give acquittance and receipts for moneys due and to become due under or in respect of any of the name of National Rural Collateral; (a3) to receive, endorse, assign and/or deliver assign, and collect any and all checks, notes, acceptancesdrafts and other negotiable and non-negotiable instruments, checksdocuments and chattel paper, draftsin connection with clause (1) or (2) above, money orders and the Borrower waives notice of presentment, protest and non-payment of any instrument, document or chattel paper so endorsed or assigned; (4) to file any claims or taken any action or institute any proceedings which the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent and the Lenders with respect to any of the Collateral; (5) to sell, transfer, assign or otherwise deal in or with the Collateral or the proceeds or avails thereof, as a secured party; (6) to make any reasonable allowances and other reasonable adjustments with respect to any of the Collateral; (7) to sign the Borrower's name on any document, on invoices relating to any account, on drafts against customers, on schedules of assignments of accounts, on notices of assignment, on financing statements under the UCC and other public records, on verifications of accounts, and on notices to customers; (8) to notify the post office authorities to change the address for delivery of the Borrower's mail to an address designated by the Collateral Agent; (9) to receive, open and dispose of all mail addressed to the Borrower; (10) to send requests for verification of accounts to the Borrower's customers; (11) to pay or discharge taxes, Liens, or other evidences encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of payment relating this Security Agreement or the Credit Agreement and to the Pledged Collateral pay all or any part of the premiums therefor and the costs thereof; ; (b12) to demand, collect, receive direct any party liable for any payment of, give receipt for and give discharges and releases under any Collateral to make payment of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction moneys due and to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment become due thereunder directly to the Collateral AgentAgent for its benefit and the benefit of the Lenders and to receive payment of and receipt for any and all money, claims and other amounts due and to become due at any time in respect of or arising out of any Collateral; and (13) to take any and (f) subject all actions with regard to the second sentence Receivables as provided for in this Security Agreement. The Borrower hereby ratifies and approves all acts of the Collateral Agent, as its attorney in-fact, pursuant to this Section 4.02(a)7, and the Collateral Agent, as its attorney in-fact, will not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or Law other than acts constituting gross negligence or wilful misconduct. This power, being coupled with an interest, is irrevocable so long as this Security Agreement remains in effect. The Borrower also authorizes the Collateral Agent, at any time and from time to time, to usecommunicate in its own name with any party to any contract, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though instrument included in the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as with regard to the nature assignment of such contract, agreement or sufficiency of any payment instrument and other matters relating thereto. All amounts received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due Agent in respect thereof or any property covered thereby. The Collateral Agent and the Control Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents its rights under this Section 7 shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductapplied by Collateral Agent in reduction of the Borrower's Obligations in the order as selected by the Collateral Agent.

Collateral Agent Appointed Attorney-in-Fact. National Rural Upon the occurrence of and during the existence of an Event of Default each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural (a) such Pledgor, to receiveask for, endorsedemand, assign and/or deliver sxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Pledged Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Pledged Collateralsame; provided, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreementhowever, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural From and after the occurrence and during the existence of an Event of Default, each of the Pledgors hereby constitutes and appoints the Collateral Agent as the attorney-in-fact of National Rural each Pledgor with full power of substitution either in the Collateral Agent's name or in the name of each of the Pledgors to do any of the following with respect to any Securities and the related Pledged Collateral: (a) to perform any obligation of any of the Pledgors hereunder in such Pledgor's name or otherwise; (b) to ask for, demand, sue for, collect, receive, receipt and give acquittance for any anx xll moneys due or to become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the 146 Collateral Agent's security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 13(b); (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the purpose ofpayment of money payable to any of the Pledgors, upon representing any interest or dividend or other distribution payable in respect of the occurrence Pledged Collateral or any part thereof or on account thereof and during to give full discharge for the continuance same; (f) to exercise all rights, powers and remedies which any of an Event of Defaultthe Pledgors would have, carrying but for this Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Pledge Agreement with respect and to the Pledged Collateral and taking take any action and executing execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms do all acts and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence things and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or execute all documents in the name of National Rural (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any each of the Pledged Collateral; (c) to commence and prosecute any and all suitsPledgors or otherwise, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though deemed by the Collateral Agent were as necessary, proper and convenient in connection with the absolute owner preservation, perfection or enforcement of the Pledged Collateral for all purposes; provided that nothing its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agentit, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Collateral Agent or omitted to be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of the Pledgor or to any claim or action against the Collateral Agent. The Collateral Agent power of attorney granted herein is irrevocable and the Control Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductcoupled with an interest.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose ofpurpose, upon the occurrence and during the continuance of an Event of Default, of carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural (a) such Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Pledged Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Pledged Collateralsame; provided, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreementhowever, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct. Notwithstanding anything to the contrary contained herein, the foregoing power of attorney, and the taking of any action by the Collateral Agent pursuant thereto, shall be subject to the provisions of Section 27, and the Collateral Agent may not act as attorney-in-fact in any respect that would contravene the rules and policies of the FCC or that would effectuate a transfer of control of any license, permit or other authorization issued by the FCC without all necessary prior approval of the FCC.

Collateral Agent Appointed Attorney-in-Fact. National Rural Subject to the First Lien/Second Lien Intercreditor Agreement and the First Lien/First Lien Intercreditor Agreement (if entered into), Holdings hereby appoints the Collateral Agent the attorney-in-fact of National Rural Holdings for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, subject to applicable Requirements of Law, the First Lien/Second Lien Intercreditor Agreement and the First Lien/First Lien Intercreditor Agreement (if entered into), the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural Holdings, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral; (d) to sign the name of Holdings on any invoice or xxxx of lading relating to any of the Pledged Collateral; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (fg) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided provided, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural Holdings for any act or failure to act hereunder, except for their own or their Related Parties’ gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural The Pledgors hereby appoints appoint the Collateral Agent the attorney-in-fact of National Rural the Pledgors for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural either Pledgor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to sign the name of such Pledgor on any invoice or bill of lading relating to any of the Collateral; (d) to commence and prosecute xxxsecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (ef) to notify, or to require National Rural the Pledgors to notify, obligors under Pledged Securities in respect of any of the Collateral to make payment directly to the Collateral Agent; and (fg) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural the Pledgors for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct. The Collateral Agent agrees not to exercise the power of attorney provided for in this Section 5.07 unless a Default or Event of Default shall have occurred and be continuing.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; , (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral, (d) to send verificxxxxns of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; , (eg) to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; Agent and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge AgreementAgreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Upon the ------------------------------------------- occurrence of and during the existence of an Event of Default each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural (a) such Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Pledged Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Pledged Collateralsame; provided, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreementhowever, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring -------- ------- or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) the attorney-in-fact of National Rural the Grantors for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 5.13) and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural each Grantor: (a) to receive, endorseindorse, assign and/or deliver any and all notes, acceptances, checkscheques, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to sign the name of each Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of accounts receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eg) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly the extent the Notes have been accelerated pursuant to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Note Purchase Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.to

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifxxxxions of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eg) to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided PROVIDED that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Subject to the terms of the Intercreditor Agreement, each Pledgor hereby constitutes and appoints the Collateral Agent as the attorney-in-fact of National Rural for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, such Pledgor with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Pledgor to do any of the following upon the occurrence and during the continuance of an Event of Default at the direction of the Required Senior Lenders (hereinafter, as defined in the Intercreditor Agreement): (a) to perform any obligation of such Pledgor hereunder in such Pledgor’s name or otherwise; (b) to ask for, demand, sxx for, collect, receive, endorse, assign and/or deliver receipt and give acquittance for any and all notes, acceptances, moneys due or to become due under and by virtue of any Pledged Collateral; (c) [reserved]; (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the payment of money orders payable to such Pledgor, representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Pledged Collateral or any part thereofthereof or on account thereof and to give full discharge for the same; (bf) to demandexercise all rights, collectpowers and remedies which such Pledgor would have, receive payment ofbut for this Agreement, give receipt for and give discharges and releases of all or any of under the Pledged Collateral; and (cg) to commence carry out the provisions of this Agreement and prosecute to take any action and all suits, actions or proceedings at law or in equity in execute any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to instrument which the Collateral Agent; and (f) subject Agent may deem reasonably necessary or advisable to accomplish the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateralpurposes hereof, and to do all other acts and things necessary to carry out and execute all documents in the purposes name of this Pledge Agreementthe Pledgor or otherwise, as fully and completely as though deemed by the Collateral Agent were as reasonably necessary, proper and convenient in connection with the absolute owner preservation, perfection or enforcement of the Pledged Collateral for all purposes; provided that nothing its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Collateral Agent or the Secured Parties to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agentit, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Collateral Agent or of the Secured Parties or omitted to be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Collateral Agent or any of the Secured Parties. The Collateral Agent power of attorney granted herein is irrevocable and the Control Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductcoupled with an interest.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Loan Party hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Loan Party for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Loan Party (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged ABL Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged ABL Collateral; (c) to sign the name of any Loan Party on any invoice or bxxx of lading relating to any of the ABL Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged ABL Collateral or to enforce any rights in respect of any Pledged ABL Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged ABL Collateral; (eg) to notify, or to require National Rural any Loan Party to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged ABL Collateral for all purposes; provided that nothing herein Table of Contents contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged ABL Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Loan Party for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith or willful wilful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural The Borrower hereby appoints the Collateral Agent the attorney-in-fact of National Rural the Borrower for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural the Borrower (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural the Borrower to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party RUS shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural the Borrower for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural hereby appoints the Collateral Agent the attorney-in-fact of National Rural for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party Fxxxxx Mac shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural The Pledgor hereby irrevocably appoints the Collateral Agent as the Pledgor's attorney-in-fact fact, with full authority in the place and stead of National Rural for the purpose ofPledgor and in the name of the Pledgor or otherwise, upon from time to time in the occurrence and during the continuance of an Event of DefaultCollateral Agent's discretion, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking take any action and executing to execute any instrument that which the Collateral Agent may deem necessary or advisable prudent to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully including without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, receive and completely as though give acquittance and receipts for moneys due and to become due under NEG Operating LLC Pledge Agreement 11 or in respect of any of the Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Collateral Agent were may deem necessary or prudent for the absolute owner collection of any of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating otherwise to enforce the rights of the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party shall be accountable only for amounts actually received as a result of the exercise Collateral; and (d) to perform the affirmative obligations of the powers granted Pledgor hereunder (including all obligations of the Pledgor pursuant to them hereinSection 4.1.1). THE PLEDGOR HEREBY ACKNOWLEDGES, and neither they nor their officersCONSENTS AND AGREES THAT THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 5.1 IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND SHALL BE EFFECTIVE UNTIL SUCH TIME THAT ALL SECURED OBLIGATIONS ARE REPAID IN FULL IN CASH, directorsALL COMMITMENTS SHALL HAVE TERMINATED OR EXPIRED, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductAND ALL LETTERS OF CREDIT SHALL HAVE TERMINATED OR EXPIRED.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless interest; provided that the Collateral Agent agrees not to the terms exercise such power unless an Event of Default or a Triggering Event shall have occurred and conditions of this Pledge Agreementbe continuing. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of DefaultDefault or a Triggering Event, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Article 9 Collateral; (c) to ask for, demand, sue for, collect, receive and give acquittance for any and all moneyx xue or to become due under and by virtue of any Pledged Collateral; (cd) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (e) to send verifixxxxons of Accounts Receivable to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eh) to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fi) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural hereby appoints the Collateral Agent the attorney-in-fact of National Rural for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.. CFC DOC AA001-G-Xxxxxx(SIGMUNK) 199541-6

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Pledgor hereby -------------------------------------------- appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the rightinterest, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural (a) such Pledgor, to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Collateral, acceptances, to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgor representing any interest or dividend or other evidences distribution payable in respect of payment relating to the Pledged Collateral or any part thereof; (b) thereof or on account thereof and to demandgive full discharge for the same, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust prosecute or defend any actionsaction, suits claim or proceedings relating proceeding with respect thereto, and to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transferendorse, pledge, transfer and to make any agreement with respect to respecting, or otherwise deal with all or any of with, the Pledged Collateralsame; provided, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreementhowever, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring -------- ------- or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural hereby appoints the Collateral Agent the attorney-in-fact of National Rural for the purpose of, upon (a) Upon the occurrence and during the continuance of an Event of DefaultDefault or a Trigger Event, carrying out the provisions of this Pledge Agreement with respect subject to the Pledged Pledgor's rights under Section 6 hereof, the Pledgor hereby appoints the Collateral Agent as the Pledgor's attorney-in-fact, with full authority in the place and taking stead of the Pledgor and in the name of the Pledgor or otherwise (i) to exercise all voting, consent, managerial and other rights related to the Collateral, including, without limitation, any right to manage the operations and the business and affairs of the Partnership and any right to dispose of or sell all or any part of the assets of the Partnership, (ii) to execute and deliver, at any time and from time to time, any instrument or instruments providing for the approval of the identity and admission to the Partnership of any person or entity who becomes a substituted or additional partner in the Partnership pursuant to the exercise by the Collateral Agent of its rights and remedies hereunder, under the Trust Indenture or any of the other Project Documents and (iii), from time to time in the Collateral Agent's discretion, to take any action and executing to execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish enforce its rights under this Agreement, including, without limitation, authority to receive, endorse and collect all instruments made payable to the purposes Pledgor representing any distribution, interest payment or other payment in respect of the Collateral or any part thereof and to give full discharge for the same. The Pledgor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof, which appointment . This power of attorney is irrevocable and coupled with an interest but is subject nevertheless to and shall be irrevocable for the terms and conditions term of this Pledge Agreement. Without limiting Nevertheless, the generality of Pledgor shall, if so requested by the foregoingCollateral Agent, ratify and confirm all that the Collateral Agent shall have lawfully do or cause to be done by virtue hereof as the right, upon the occurrence Pledgor's attorney-in-fact by executing and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural (a) delivering to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present such other Person as the Collateral Agent shall direct, all documents and instruments as may be necessary or, in the judgment of the Collateral Agent, advisable for such purpose. (b) The Pledgor further authorizes the Collateral Agent, at any time and from time to time, (i) to execute, in connection with any sale provided for hereunder, any endorsements, assignments or file any claim other instruments of conveyance or notice, or to take any action transfer with respect to the Pledged Collateral and (ii) to the full extent permitted by applicable law, to file one or more financing or continuation statements, and amendments thereto, relative to all or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party shall be accountable only for amounts actually received as a result of the exercise Collateral without the signature of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductPledgor.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Loan Party hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Loan Party for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Loan Party (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged ABL Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged ABL Collateral; (c) to sign the name of any Loan Party on any invoice or xxxx of lading relating to any of the ABL Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged ABL Collateral or to enforce any rights in respect of any Pledged ABL Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged ABL Collateral; (eg) to notify, or to require National Rural any Loan Party to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged ABL Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged ABL Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Loan Party for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural The Pledgor hereby irrevocably appoints the Collateral Agent as the Pledgor’s attorney-in-fact fact, with full authority in the place and stead of National Rural for the purpose ofPledgor and in the name of the Pledgor or otherwise, upon from time to time in the occurrence and during the continuance of an Event of DefaultCollateral Agent’s discretion, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking take any action and executing to execute any instrument that which the Collateral Agent acting reasonably may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality , including, without limitation: (a) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural Collateral; (ab) to receive, endorse, assign and/or deliver and collect any and all notes, acceptances, checks, drafts, money orders drafts or other evidences of payment relating to the Pledged Collateral or any part thereof; instruments and documents in connection with clause (ba) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateralabove; (c) to commence and prosecute file any and all suits, actions claims or take any action or institute any proceedings at law which the Collateral Agent acting reasonably may deem necessary or in equity in any court advisable for the collection of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any rights in respect of any Pledged the Collateral; and (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any perform the affirmative obligations of the Pledged Collateral; Pledgor hereunder (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with including all or any obligations of the Pledged CollateralPledgor under Section 4.7); provided, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreementhowever, as fully and completely as though that the Collateral Agent were agrees not to exercise the absolute owner power of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent attorney granted pursuant to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agentthis Section 5.1 unless and until a Trigger Event has occurred and is continuing. THE PLEDGOR HEREBY ACKNOWLEDGES, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductCONSENTS AND AGREES THAT THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 5.1 IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND SHALL BE EFFECTIVE UNTIL SUCH TIME THAT ALL SECURED OBLIGATIONS ARE REPAID IN FULL IN CASH.

Collateral Agent Appointed Attorney-in-Fact. National Rural Subject to the First Lien/Second Lien Intercreditor Agreement and any other applicable Intercreditor Agreement, each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose ofof carrying out the provisions of this Agreement and, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, subject to applicable Requirements of Law, the First Lien/Second Lien Intercreditor Agreement and any other applicable Intercreditor Agreement, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise otherwise, realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eh) to notify, or to require National Rural any Pledgor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fi) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own or their Related Parties gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural From and after the occurrence and during the existence of an Event of Default, each of the Pledgors hereby constitutes and appoints the Collateral Agent as the attorney-in-fact of National Rural each Pledgor with full power of substitution either in the Collateral Agent's name or in the name of each of the Pledgors to do any of the following with respect to any Securities and the related Pledged Collateral: (a) to perform any obligation of any of the Pledgors hereunder in such Pledgor's name or otherwise; (b) to ask for, demand, sue xxr, collect, receive, receipt and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Collateral Agent's security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 13(b); (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, 206 157 drafts, orders and other instruments for the purpose ofpayment of money payable to any of the Pledgors, upon representing any interest or dividend or other distribution payable in respect of the occurrence Pledged Collateral or any part thereof or on account thereof and during to give full discharge for the continuance same; (f) to exercise all rights, powers and remedies which any of an Event of Defaultthe Pledgors would have, carrying but for this Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Pledge Agreement with respect and to the Pledged Collateral and taking take any action and executing execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms do all acts and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence things and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or execute all documents in the name of National Rural (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any each of the Pledged Collateral; (c) to commence and prosecute any and all suitsPledgors or otherwise, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though deemed by the Collateral Agent were as necessary, proper and convenient in connection with the absolute owner preservation, perfection or enforcement of the Pledged Collateral for all purposes; provided that nothing its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agentit, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Collateral Agent or omitted to be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of the Pledgor or to any claim or action against the Collateral Agent. The Collateral Agent power of attorney granted herein is irrevocable and the Control Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductcoupled with an interest.

Collateral Agent Appointed Attorney-in-Fact. National Rural The Canadian Borrower hereby irrevocably appoints the Collateral Agent the Canadian Borrower’s attorney-in-fact fact, with full authority in the place and stead of National Rural for the purpose ofCanadian Borrower and in the name of the Canadian Borrower or otherwise, upon from time to time, in the occurrence and during the continuance of an Event of DefaultCollateral Agent’s discretion, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking take any action and executing to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge AgreementAgreement (but at the cost and expense of the Canadian Borrower). Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power : (a) to endorse the Canadian Borrower’s name on any Payment Item or other proceeds of substitution either in Collateral (including proceeds of insurance) that come into the Collateral Agent’s name possession or in the name of National Rural (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; control; (b) to demand, collect, receive payment of, give receipt for obtain and give discharges and releases of all or any of the Pledged Collateral; (c) adjust insurance required to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly be paid to the Collateral Agent; and, upon the occurrence and during the continuance of an Event of Default: (fa) subject to the second sentence ask for, demand, collect, sue xxr, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral; CWD - Canadian Security Agreement (b) to receive, indorse and collect any drafts or other instruments, documents and Chattel Paper; (c) to (i) notify any Account Debtors of the assignment of the Canadian Borrower’s Accounts, demand and enforce payment of the Canadian Borrower’s Accounts, by legal proceedings or otherwise, and to do all other acts generally exercise any rights and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action remedies with respect to the Pledged Canadian Borrower’s Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as the Collateral Agent deems advisable; (iv) take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign the Canadian Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to the Canadian Borrower, and notify postal authorities to change the address for delivery thereof to such address as the Collateral Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight bilx, xilx xx lading, or similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use the Canadian Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to any Collateral; or (x) take any action as may be necessary or appropriate to obtain payment under any letter of credit or banker’s acceptance for which the Canadian Borrower is a beneficiary; and (d) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Collateral Agent with respect to any of the Collateral or any part thereof or other action as the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and deems appropriate to fulfill the Control Party shall be accountable only for amounts actually received as a result of Canadian Borrower’s obligations under the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductLoan Documents.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor and each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Grantor or Pledgor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable (unless and until this Agreement is terminated, in which case such power-of- attorney shall be revoked automatically without further action by any party) and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural such Grantor or Pledgor (a) in the case of a Grantor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Security Agreement Collateral or any part thereof; (bii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Security Agreement Collateral; (ciii) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Security Agreement Collateral; (iv) to send verifications of Accounts to any Account Debtor; (v) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Security Agreement Collateral or to enforce any rights in respect of any Pledged Security Agreement Collateral; (dvi) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Security Agreement Collateral; (evii) to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fviii) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Security Agreement Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Security Agreement Collateral for all purposes; provided and (b) in the case of a Pledgor (i) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral; (ii) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge of the same; (iii) to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto; and (iv) to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; PROVIDED that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor or Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent (at the direction of the Required Lenders) may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless interest. Subject to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoingIntercreditor Agreements, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Pledgor: (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eh) to notify, or to require National Rural any Pledgor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Applicable Agent; and (fi) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Loan Party hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Loan Party for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Loan Party (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Article 9 Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Article 9 Collateral; (c) to sign the name of any Loan Party on any invoice or xxxx of lading relating to any of the Article 9 Collateral; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Article 9 Collateral or to enforce any rights in respect of any Pledged Article 9 Collateral; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Article 9 Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Article 9 Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Article 9 Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Article 9 Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Purchase Money Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Loan Party for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural The Grantor hereby makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) the attorney-in-fact of National Rural the Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 4.13) and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural the Grantor: (a) to receive, endorseindorse, assign and/or deliver any and all notes, acceptances, checkscheques, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to sign the name of the Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of accounts receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eg) to the extent the Notes have been accelerated pursuant to the Note Purchase Agreement, to notify, or to require National Rural the Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes, and (i) to make, settle and adjust claims in respect of Collateral under policies of insurance, indorsing the name of the Grantor on any cheque, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural the Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith or willful misconduct.misconduct or that of any of their controlled Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact. The provisions of Exhibit C of the Note Purchase Agreement, including the rights, privileges, protections, benefits, indemnities and immunities of the Collateral Agent are incorporated herein, mutatis mutandis, as if a part hereof, and shall also apply to the Collateral Agent acting under or in connection with this Agreement. If the Collateral Agent has a right to take or omit to take any action hereunder, it shall exercise such right if so instructed by the Required Purchasers. With respect to any discretion, consent, approval or similar such action to be made, taken,

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; , (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral, (d) to send verifications of Accounts Receivable to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; , (eg) to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; , and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge AgreementAgreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided PROVIDED, HOWEVER, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, willful misconduct or willful misconductbad faith.

Collateral Agent Appointed Attorney-in-Fact. National Rural The Pledgor hereby irrevocably appoints the Collateral Agent as the Pledgor's attorney-in-fact fact, with full authority in the place and stead of National Rural for the purpose ofPledgor and in the name of the Pledgor or otherwise, upon from time to time in the occurrence and during the continuance of an Event of DefaultCollateral Agent's discretion, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking take any action and executing to execute any instrument that which the Collateral Agent may deem necessary or advisable prudent to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully including without limitation: (a) to ask, demand, collect, sue for, recover, compromise, receive and completely as though give acquittance and rexxxpts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, and collect any drafts or other instruments, documents and chattel paper in connection with clause (a) above; (c) to file any claims or take any action or institute any proceedings which the Collateral Agent were may deem necessary or prudent for the absolute owner collection of any of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating otherwise to enforce the rights of the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party shall be accountable only for amounts actually received as a result of the exercise Collateral; and (d) to perform the affirmative obligations of the powers granted Pledgor hereunder (including all obligations of the Pledgor pursuant to them hereinSection 4.1.1). THE PLEDGOR HEREBY ACKNOWLEDGES, and neither they nor their officersCONSENTS AND AGREES THAT THE POWER OF ATTORNEY GRANTED PURSUANT TO THIS SECTION 5.1 IS IRREVOCABLE AND COUPLED WITH AN INTEREST AND SHALL BE EFFECTIVE UNTIL SUCH TIME THAT ALL SECURED OBLIGATIONS ARE REPAID IN FULL IN CASH, directorsALL COMMITMENTS SHALL HAVE TERMINATED OR EXPIRED, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductAND ALL LETTERS OF CREDIT SHALL HAVE TERMINATED OR EXPIRED.

Collateral Agent Appointed Attorney-in-Fact. National Rural Subject to the Intercreditor Agreements, each Grantor hereby appoints the Collateral Agent as the attorney-in-in- fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon hereof at any time after the occurrence and during the continuance of an Event of Default, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, subject to the Intercreditor Agreements, the Collateral Agent shall have the right, after the occurrence and during the continuance of an Event of Default and notice by the Collateral Agent to the applicable Grantor of the Collateral Agent’s intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) upon prior written notice to the Parent Issuer, to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law Law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eg) upon prior written notice to the Parent Issuer, to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; (h) upon prior written notice to the Issuers, to otherwise communicate with any Account Debtor; (i) to obtain and adjust insurance required to be paid to the Collateral Agent or make any determination and decision with respect to such insurance policies; and (fj) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith, material breach or willful misconductmisconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents, attorneys-in-fact or other representatives, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction. All sums disbursed by the Collateral Agent in connection with this paragraph shall be payable pursuant to the terms of Section 6.10 of the Indenture.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of this Agreement in accordance with Section 5.13) and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, but only upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Grantor: (a) to receive, endorseindorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of accounts receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eg) to the extent the Loans have been accelerated pursuant to the Credit Agreement, to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes, and (i) to make, settle and adjust claims in respect of Article 9 Collateral under policies of insurance, indorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith or willful misconductmisconduct or that of any of their controlled Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.

Collateral Agent Appointed Attorney-in-Fact. National Rural From and after the occurrence and during the existence of an Event of Default, each of the Pledgors hereby constitutes and appoints the Collateral Agent as the attorney-in-fact of National Rural each Pledgor with full power of substitution either in the Collateral Agent's name or in the name of each of the Pledgors to do any of the 172 following with respect to any Securities and the related Pledged Collateral: (a) to perform any obligation of any of the Pledgors hereunder in such Pledgor's name or otherwise; (b) to ask for, demand, sue for, collect, receive, receipt and give acquittance for any anx xll moneys due or to become due under and by virtue of any Pledged Collateral; (c) to prepare, execute, file, record or deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Collateral Agent's security interest in the Pledged Collateral or any of the documents, instruments, certificates and agreements described in Section 13(b); (d) to verify facts concerning the Pledged Collateral in its own name or a fictitious name; (e) to endorse checks, drafts, orders and other instruments for the purpose ofpayment of money payable to any of the Pledgors, upon representing any interest or dividend or other distribution payable in respect of the occurrence Pledged Collateral or any part thereof or on account thereof and during to give full discharge for the continuance same; (f) to exercise all rights, powers and remedies which any of an Event of Defaultthe Pledgors would have, carrying but for this Agreement, under the Pledged Collateral; and (g) to carry out the provisions of this Pledge Agreement with respect and to the Pledged Collateral and taking take any action and executing execute any instrument that which the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms do all acts and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence things and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or execute all documents in the name of National Rural (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any each of the Pledged Collateral; (c) to commence and prosecute any and all suitsPledgors or otherwise, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though deemed by the Collateral Agent were as necessary, proper and convenient in connection with the absolute owner preservation, perfection or enforcement of the Pledged Collateral for all purposes; provided that nothing its rights hereunder. Nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agentit, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Collateral Agent or omitted to be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of the Pledgor or to any claim or action against the Collateral Agent. The Collateral Agent power of attorney granted herein is irrevocable and the Control Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductcoupled with an interest.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Guarantor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Guarantor for the purpose ofpurpose, upon if the occurrence and First Lien Termination Date has occurred, during the continuance of an Event of Default, of carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, if and only if the First Lien Termination Date has occurred, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an a Noticed Event of Default, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural such Guarantor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Guarantor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eh) to notify, or to require National Rural any Guarantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fi) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided PROVIDED, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Second Lien Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Guarantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the continuance of an Event of Default, which appointment is irrevocable (until termination of the Second Lien Credit Agreement) and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of DefaultDefault and notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eg) to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconductmisconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Guarantor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Guarantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to and the Pledged Collateral Security Documents and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof or thereof, which appointment is irrevocable and coupled with an interest but interest. The Collateral Agent agrees that it will not exercise the rights granted to it by the preceding sentence unless an Event of Default has occurred and is subject nevertheless to the terms and conditions of this Pledge Agreementcontinuing. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Guarantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; : (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to sign the name of any Guarantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; : (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eg) to notify, or to require National Rural any Guarantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge AgreementAgreement and the Security Documents, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral any Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral any Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Guarantor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct. Without prejudice to the provisions of this agreement and the other Loan Documents, the parties hereto acknowledge and agree for the purposes of taking and ensuring the continuing validity of Swiss law governed pledges, the Collateral Agent shall hold: (i) the security that it holds under a Swiss Security Document that is accessory in nature (akzessorisch) for itself and for and on behalf of the Lenders and each Issuing Bank as a direct representative (direkte Stellvertretung) and (ii) the security that it holds under a Swiss Security Document that is non-accessory in nature (nicht-akzessorisch) as an agent for the benefit of the Lenders and each Issuing Bank (Halten unter einem Trenhandveraltnis). With regards to Collateral governed by Swiss law, each Lender for itself and for and on behalf of the Lenders and each Issuing Bank for itself hereby appoints and authorizes the Collateral Agent (i) to enter into, to take all action required in connection with and to enforce (all in accordance with this Agreement and the other Loan Documents) each Swiss Security Document that is non-accessory in nature (nicht-akzessorisch) in its own name, but for the benefit of the other Lenders and each Issuing Bank, and (ii) to enter into, to take all actions required in connection with and to enforce (all in accordance with this Agreement and the other Loan Documents) each Swiss Security Document that is accessory in nature (akzessorisch) for itself and for and on behalf of the other Lenders and each Issuing Bank as a direct representative (direkter Stellvertreter) and each of the Lenders, each Issuing Bank and the Guarantors acknowledge that each Lender (including, without limitation, any future Lender) and each Issuing Bank will be a party to the Swiss Security Document.

Collateral Agent Appointed Attorney-in-Fact. National Rural Debtor hereby irrevocably appoints the Collateral Agent, if and when a Collateral Agent is appointed (and if not appointed, the Required Lenders), as Debtor’s attorney-in-fact fact, with full authority in the place and stead of National Rural for Debtor and in the purpose of, upon the occurrence and during the continuance name of an Event of Default, carrying out the provisions of this Pledge Agreement with respect Debtor to the Pledged Collateral and taking take any action and executing to execute any instrument that the Collateral Agent may deem necessary or and/or advisable under this Security Agreement and the Default Agreement, as applicable, as follows: (a) to accomplish the purposes hereof, which appointment is irrevocable obtain and coupled with an interest but is subject nevertheless adjust insurance required to be paid to the terms Secured Parties if Debtor has not done so in the ordinary course of its business; (b) to ask, demand, collect, xxx for, recover, compound, receive and conditions give receipts for moneys due and to become due under or in respect of this Pledge Agreement. Without limiting the generality any of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural ; (ac) to receive, endorse, assign and/or deliver and collect any and all notes, acceptances, checks, drafts, money orders drafts or other evidences of payment relating to the Pledged Collateral or any part thereof; instruments, documents and chattel paper, in connection with clauses (a) and (b) to demand, collect, receive payment of, give receipt for and give discharges and releases above upon the occurrence of all or any an Event of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; Default; (d) to settle, compromise, compound, adjust file any claims or defend take any actions, suits action or institute any proceedings relating to all that the Secured Parties may deem necessary or desirable for the collection of any of the Pledged Collateral; Collateral or otherwise to enforce the rights of the Secured Parties with respect to any of the Collateral if Debtor has not done so in the ordinary course of its business; (e) to notifypay or discharge taxes or liens, levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to require National Rural discharge the same to notifybe determined by the Collateral Agent in its sole discretion, obligors under Pledged Securities and such payments made by the Secured Parties to make payment directly become obligations of Debtor to the Secured Parties, due and payable immediately without demand if Debtor has not done so in the ordinary course of its business; (f) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts and other documents relating to the Collateral Agent; and upon the occurrence of an Event of Default; (fg) subject generally to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, Collateral as fully and completely as though the Collateral Agent Secured Parties were the absolute owner of the Pledged Collateral thereof for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent , and to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by do, at the Collateral Agent’s option and Debtor’s expense, at any time or from time to present time, all acts and things that the Collateral Agent’s deem necessary to protect, preserve or file realize on the Collateral upon the occurrence of an Event of Default; and (h) to accomplish the purposes of this Security Agreement if Debtor has not done so in the ordinary course of its business. Neither the Secured Parties nor any claim or notice, or to take any action with respect to person designated by the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural liable for any act acts or failure to act hereunderomissions or for any error of judgment or mistake of fact or law. This power, except for their own gross negligence or willful misconductbeing coupled with an interest, is irrevocable so long as this Security Agreement shall remain in force.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of National Rural for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, such Grantor upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checkscheques, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eg) to make, settle and adjust claims in respect of PPSA Collateral under policies of insurance and to endorse the name of such Grantor on any cheque, draft, instrument or any other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto; (h) to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fi) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural hereby appoints the Collateral Agent the attorney-in-fact of National Rural for the purpose of, (a) Effective upon the occurrence and during the continuance of an any Event of Default, the Pledgors hereby make, constitute and appoint the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as the Pledgors’ true and lawful agent and the attorney-in-fact for the purpose of carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem deems necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural the Pledgors, (ai) to receiveask for, endorsedemand, assign and/or deliver xxx for, collect, receive and give acquittance for any and all notesmoneys due or to become due under and by virtue of any Pledged Collateral, acceptances, (ii) to endorse checks, drafts, orders and other instruments for the payment of money orders payable to the Pledgors representing any dividend or other evidences distribution payable in respect of payment relating to the Pledged Collateral or any part thereof; thereof or on account thereof and to give full discharge for the same, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (diii) to settle, compromise, compound, adjust adjust, prosecute or defend any actionsaction, suits suit, claim or proceedings proceeding relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (fiv) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral AgentAgent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. . (b) The Collateral Agent and shall not be obligated to do any of the Control Party acts or to exercise any of the powers authorized by subparagraph (a), but if the Collateral Agent elects to do any such act or to exercise any of such powers, it shall not be accountable only for amounts more than it actually received receives as a result of the such exercise of the powers granted to them hereinpower, and neither they nor their officers, directors, employees or agents shall not be responsible to National Rural the Pledgors for any act or failure omission to act hereunder, except for their own gross negligence any act or willful misconductomission to act as to which there is a final determination made in a judicial proceeding (in which proceeding the Collateral Agent has had an opportunity to be heard) which determination includes a specific finding that the subject act or omission to act had been grossly negligent or in actual bad faith.

Collateral Agent Appointed Attorney-in-Fact. National Rural (a) To effectuate the terms and provisions hereof, each Pledgor hereby appoints the Collateral Agent the as such Pledgor’s attorney-in-fact of National Rural for the purpose ofpurpose, upon from and after the occurrence and during the continuance of an Event of Default, of carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent from time to time in Collateral Agent’s reasonable discretion may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the rightshall, upon from and after the occurrence and during the continuance of an Event of Default, with full have the right and power to, subject to the terms of substitution either in the Collateral Agent’s name or in the name of National Rural Intercreditor Agreement: (ai) to receive, endorse, assign and/or deliver endorse and collect all checks and other orders for the payment of money made payable to such Pledgor representing any and all notes, acceptances, checks, drafts, money orders interest or dividend or other evidences distribution or amount payable in respect of payment relating to the Pledged Collateral or any part thereof; thereof and to give full discharge for the same; (bii) to demandexecute endorsements, collect, receive payment of, give receipt for and give discharges and releases assignments or other instruments of all conveyance or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in transfer with respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; ; (eiii) exercise all rights of such Pledgor as owner of the Pledged Collateral including, without limitation, the right to notifysign any and all amendments, instruments, certificates, proxies, and other writings necessary or advisable to require National Rural to notifyexercise all rights and privileges of (or on behalf of) the owner of the Pledged Collateral, obligors under Pledged Securities to make payment directly including, without limitation, all voting, consent and other incidental rights of ownership rights with respect to the Pledged Securities; (iv) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (v) file any claims or take any action or institute any proceedings that Collateral AgentAgent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of Collateral Agent with respect to any of the Pledged Collateral; and and (fvi) subject generally to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, Collateral as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral thereof for all purposes; provided , and to do, at Collateral Agent’s option and such Pledgor’s expense, at any time or from time to time, all acts and things that nothing herein contained shall be construed as requiring or obligating the Collateral Agent deems reasonably necessary to make any commitment protect, preserve or realize upon the Pledged Collateral. (b) Each Pledgor hereby ratifies and approves all acts of Collateral Agent made or taken pursuant to make any inquiry as to the nature or sufficiency this Section 8.2 (provided, that no Pledgor by virtue of any payment received by the Collateral Agentsuch ratification, or to present or file releases any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The that Pledgor may otherwise have against Collateral Agent and the Control Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act such acts made or failure to act hereunder, except for their own taken by Collateral Agent through gross negligence or willful misconduct). Neither Collateral Agent nor any person designated by Collateral Agent shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except such as may result from Collateral Agent’s gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as this Pledge Agreement shall remain in force.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor and each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Grantor or Pledgor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to sign the name of any Grantor on any invoice or xxxx of lading relating to any of the Collateral; (d) to send verifications of Accounts to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eg) to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fh) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided provided, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor or Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Grantors for the purposes set forth above is coupled with an interest and is irrevocable.

Collateral Agent Appointed Attorney-in-Fact. National Rural (a) To effectuate the terms and provisions hereof, Pledgor hereby appoints the Collateral Agent the as Pledgor’s attorney-in-fact of National Rural for the purpose ofpurpose, upon from and after the occurrence and during the continuance of an Event of Default, of carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent from time to time, in Collateral Agent’s reasonable discretion, may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the rightshall, upon from and after the occurrence and during the continuance of an Event of Default, with full have the right and power of substitution either in the Collateral Agent’s name or in the name of National Rural to: (ai) to receive, endorse, assign and/or deliver endorse and collect all checks and other orders for the payment of money made payable to Pledgor representing any and all notes, acceptances, checks, drafts, money orders interest or dividend or other evidences distribution or amount payable in respect of payment relating to the Pledged Collateral or any part thereof; thereof and to give full discharge for the same; (bii) to demandexecute endorsements, collect, receive payment of, give receipt for and give discharges and releases assignments or other instruments of all conveyance or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in transfer with respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; ; (eiii) exercise all rights of Pledgor as owner of the Pledged Collateral including, without limitation, the right to notifysign any and all amendments, instruments, certificates, proxies, and other writings necessary or advisable to require National Rural to notifyexercise all rights and privileges of (or on behalf of) the owner of the Pledged Collateral, obligors under Pledged Securities to make payment directly including, without limitation, all voting rights (if any) with respect to the Pledged Securities; (iv) ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral; (v) file any claims or take any action or institute any proceedings that Collateral AgentAgent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of Collateral Agent with respect to any of the Pledged Collateral; and and (fvi) subject generally to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, Collateral as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral thereof for all purposes; provided , and to do, at Collateral Agent’s option and Pledgor’s expense, at any time or from time to time, all acts and things that nothing herein contained shall be construed as requiring or obligating the Collateral Agent deems reasonably necessary to make any commitment protect, preserve or realize upon the Pledged Collateral. (b) Pledgor hereby ratifies and approves all acts of Collateral Agent made or taken pursuant to make any inquiry as to the nature or sufficiency this Section 8.2 (provided, that Pledgor does not, by virtue of any payment received by the Collateral Agentsuch ratification, or to present or file release any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The that Pledgor may otherwise have against Collateral Agent and the Control Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act such acts made or failure to act hereunder, except for their own taken by Collateral Agent through gross negligence or willful wilful misconduct). Neither Collateral Agent nor any person designated by Collateral Agent shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except such as may result from Collateral Agent’s gross negligence or wilful misconduct. (c) All powers granted pursuant to this Section 8.02 are coupled with an interest and are irrevocable so long as this Pledge Agreement shall remain in force.

Collateral Agent Appointed Attorney-in-Fact. National Rural The Canadian Borrower hereby irrevocably appoints the Collateral Agent the Canadian Borrower’s attorney-in-fact fact, with full authority in the place and stead of National Rural for the purpose ofCanadian Borrower and in the name of the Canadian Borrower or otherwise, upon from time to time, in the occurrence and during the continuance of an Event of DefaultCollateral Agent’s discretion, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking take any action and executing to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge AgreementAgreement (but at the cost and expense of the Canadian Borrower). Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power : (a) to endorse the Canadian Borrower’s name on any Payment Item or other proceeds of substitution either in Collateral (including proceeds of insurance) that come into the Collateral Agent’s name possession or in the name of National Rural (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; control; (b) to demand, collect, receive payment of, give receipt for obtain and give discharges and releases of all or any of the Pledged Collateral; (c) adjust insurance required to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly be paid to the Collateral Agent; and, upon the occurrence and during the continuance of an Event of Default: (fa) subject to the second sentence ask for, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral; (b) to receive, indorse and collect any drafts or other instruments, documents and Chattel Paper; (c) to (i) notify any Account Debtors of the assignment of the Canadian Borrower’s Accounts, demand and enforce payment of the Canadian Borrower’s Accounts, by legal proceedings or otherwise, and to do all other acts generally exercise any rights and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action remedies with respect to the Pledged Canadian Borrower’s Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as the Collateral Agent deems advisable; (iv) take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign the Canadian Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to the Canadian Borrower, and notify postal authorities to change the address for delivery thereof to such address as the Collateral Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight bxxx, bxxx of lading, or similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use the Canadian Borrower’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to any Collateral; or (x) take any action as may be necessary or appropriate to obtain payment under any letter of credit or banker’s acceptance for which the Canadian Borrower is a beneficiary; and (d) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the terms and conditions of any Assigned Agreement or the rights of the Collateral Agent with respect to any of the Collateral or any part thereof or other action as the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and deems appropriate to fulfill the Control Party shall be accountable only for amounts actually received as a result of Canadian Borrower’s obligations under the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductLoan Documents.

Collateral Agent Appointed Attorney-in-Fact. National Rural Subject to the First Lien/Second Lien Intercreditor Agreement and the Second Lien/Second Lien Intercreditor Agreement (if entered into), Holdings hereby appoints the Collateral Agent the attorney-in-fact of National Rural Holdings for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, subject to applicable Requirements of Law, the First Lien/Second Lien Intercreditor Agreement and the Second Lien/Second Lien Intercreditor Agreement (if entered into) the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural Holdings, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral; (d) to sign the name of Holdings on any invoice or xxxx of lading relating to any of the Pledged Collateral; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (fg) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided provided, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Second-Priority Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural Holdings for any act or failure to act hereunder, except for their own or their Related Parties’ gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural hereby appoints the Collateral Agent the attorney-in-fact of National Rural for the purpose of, upon Upon the occurrence and during the continuance continuation of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon as the occurrence true and during the continuance lawful attorney-in-fact and agent of an Event of DefaultSCI LLC, with full power of substitution either for SCI LLC and in the SCI LLC's name, the Collateral Agent’s 's name or in otherwise for the name use and benefit of National Rural the Collateral Agent (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral Assigned Contracts or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged CollateralAssigned Contracts; (c) to commence sign the name of SCI LLC on any invoice or bill of lading relating to any of the Assigned Contracts; (d) to commxxxx and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral Assigned Contracts or to enforce any rights in respect of any Pledged CollateralAssigned Contracts; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral AgentAssigned Contracts; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged CollateralAssigned Contracts, and to do all other acts and things necessary to carry out the purposes of this Pledge AgreementCollateral Assignment, as fully and completely as though the Collateral Agent were SCI LLC named in the absolute owner of the Pledged Collateral for all purposesAssigned Contracts; provided provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral AgentAgent or any Secured Party, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral Assigned Contracts or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken or omitted to be taken by the Collateral Agent or any Secured Party with respect to the Assigned Contracts or any part thereof shall give rise to any defense, counterclaim or offset in favor of SCI LLC or to any claim or action against the Collateral Agent or any Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of SCI LLC for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section 6 shall in no event relieve SCI LLC of any of its obligations hereunder or under the other Indenture Documents with respect to the Assigned Contracts or any part thereof or impose any obligation on the Collateral Agent or any Secured Party to proceed in any particular manner with respect to the Assigned Contracts or any part thereof, or in any way limit the exercise by the Collateral Agent or any Secured Party of any other or further right that it may have on the date of this Collateral Assignment or hereafter, whether hereunder, under any other Indenture Document, by law or otherwise. Notwithstanding anything in this Section 6 to the contrary, the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 6 unless it does so in accordance with, and to the Control Party shall be accountable only for amounts actually received as a result extent consistent with, the terms of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductIntercreditor Agreement.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; , (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral, (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Pledged Collateral, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; , (df) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; , and (eg) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions pro- visions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereofhereof at any time after and during the con- tinuance of an Event of Default, which appointment is irrevocable (until the termination of the Credit Agreement) and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of DefaultDefault and notice by the Collateral Agent to the Borrower of its intent to exercise such rights, with full power of substitution sub- stitution either in the Collateral Agent’s name or in the name of National Rural such Grantor (a) to receive, endorse, assign as- sign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect col- lect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; and (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring re- xxxxxxx or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature na- ture or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or noticeno- xxxx, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become be- come due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible respon- sible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconductwill- ful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attor- neys-in-fact or any material breach of any Loan Document by any of the foregoing.

Collateral Agent Appointed Attorney-in-Fact. National Rural CFC hereby appoints the Collateral Agent the attorney-in-fact of National Rural CFC for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s 's name or in the name of National Rural CFC (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural CFC to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party Xxxxxx Mac shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural CFC for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural hereby appoints the Collateral Agent the attorney-in-fact of National Rural for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry CFC CONTR AA001-G-Farmer(SIGMUNK) 270612-8 out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Subject to any applicable Intercreditor Agreement, each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose ofof carrying out the provisions of this Agreement and, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent (acting on the instructions of the Required Lenders) may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, subject to applicable Requirements of Law and any applicable Intercreditor Agreement, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise otherwise, realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eh) to notify, or to require National Rural any Pledgor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fi) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own or their Related Parties’ gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Pledgor hereby constitutes and appoints the Collateral Agent as the attorney-in-fact of National Rural for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, such Pledgor with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Pledgor to do any of the following : (a) to receive, endorse, assign and/or deliver perform any and all notes, acceptances, checks, drafts, money orders obligation of such Pledgor hereunder in such Pledgor’s name or other evidences of payment relating to the Pledged Collateral or any part thereofotherwise; (b) to ask for, demand, xxx for, collect, receive payment ofreceive, give receipt for and give discharges acquittance for any and releases all moneys due or to become due under and by virtue of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suitsprepare, actions execute, file, record or proceedings at law deliver notices, assignments, financing statements, continuation statements, applications for registration or like papers to perfect, preserve or release the Collateral Agent’s security interest in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settleissue entitlement orders, compromiseinstructions and other orders to any securities intermediary in connection with any of the Pledged Collateral held by or maintained with such securities intermediary; (e) to verify facts concerning the Pledged Collateral in such Pledgor’s name, compoundits own name or a fictitious name; (f) to endorse checks, adjust drafts, orders and other instruments for the payment of money payable to such Pledgor, representing any interest or defend dividend or other distribution payable in respect of the Pledged Collateral or any actionspart thereof or on account thereof and to give full discharge for the same; (g) to exercise all rights, suits or proceedings relating powers and remedies which such Pledgor would have, but for this Pledge Agreement, with respect to all or any of the Pledged Collateral; and (eh) to notify, or carry out the provisions of this Pledge Agreement and to require National Rural to notify, obligors under Pledged Securities to make payment directly to take any action and execute any instrument which the Collateral Agent; and (f) subject Agent may deem necessary or advisable to accomplish the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateralpurposes hereof, and to do all other acts and things necessary to carry out and execute all documents in the purposes name of this Pledge Agreementsuch Pledgor or otherwise, as fully and completely as though deemed by the Collateral Agent were as necessary, proper and convenient in connection with the absolute owner preservation, perfection or enforcement of its rights hereunder; provided, however, that the Collateral Agent shall not take any of the Pledged Collateral for all purposes; provided that nothing foregoing actions (other than those described in clauses (a) and (c)) unless an Event of Default exists. Nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agentit, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Collateral Agent or any of the Secured Parties or omitted to be taken with respect to the Pledged Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Pledgor or to any claim or action against the Collateral Agent or any of the Secured Parties. The Collateral Agent power of attorney granted herein is irrevocable and the Control Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductcoupled with an interest.

Collateral Agent Appointed Attorney-in-Fact. National Rural hereby appoints the Collateral Agent the attorney-in-fact of National Rural for the purpose of, upon Upon the occurrence and during the continuance continuation of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon as the occurrence true and during lawful attorney-in-fact and agent of the continuance of an Event of DefaultAssigned Contract Parties, with full power of substitution either for the Assigned Contract Parties and in the Assigned Contract Parties' names, the Collateral Agent’s 's name or in otherwise for the name use and benefit of National Rural the Collateral Agent (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral Assigned Contracts or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged CollateralAssigned Contracts; (c) to sign the name of the Assigned Contract Parties on any invoice or xxxx of lading relating to any of the Assigned Contracts; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral Assigned Contracts or to enforce any rights in respect of any Pledged CollateralAssigned Contracts; (de) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral AgentAssigned Contracts; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, amend, extend, renew, ratify, revive, release, pool or communitize or make any agreement with respect to or otherwise deal with all or any of the Pledged CollateralAssigned Contracts, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of Assigned Contract Party named in the Pledged Collateral for all purposesAssigned Contracts; provided PROVIDED, HOWEVER, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent or any other Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral AgentAgent or any other Secured Party, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral Assigned Contracts or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The , and no action taken or omitted to be taken by the Collateral Agent and or any other Secured Party with respect to the Control Party Assigned Contracts or any part thereof shall be accountable only for amounts actually received give rise to any defense, counterclaim or offset in favor of the Assigned Contract Parties or, except as a result of gross negligence, bad faith or wilful misconduct, to any claim or action against the Collateral Agent or any other Secured Party. It is understood and agreed that the appointment of the Collateral Agent as the agent and attorney-in-fact of the Assigned Contract Parties for the purposes set forth above is coupled with an interest and is irrevocable. The provisions of this Section 6.17 shall in no event relieve the Assigned Contract Parties of any of their obligations hereunder or under the other Loan Documents with respect to the Assigned Contracts or any part thereof or impose any obligation on the Collateral Agent or any other Secured Party to proceed in any particular manner with respect to the Assigned Contracts or any part thereof, or in any way limit the exercise by the Collateral Agent or any other Secured Party of any other or further right that it may have on the powers granted to them hereindate of this Agreement or hereafter, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act whether hereunder, except for their own gross negligence under any other Loan Document, by law or willful misconductotherwise.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby irrevocably appoints the Collateral Agent the its attorney-in-fact of National Rural for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Security Agreement in accordance with respect to the Pledged Collateral Intercreditor Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish for the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to purpose of carrying out the terms and conditions provisions of this Pledge Security Agreement, with full irrevocable authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion. Without limiting the generality of the foregoingforegoing and, in each case, subject to and in accordance with the Intercreditor Agreement, the Collateral Agent shall have the rightright and authority, upon following the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Grantor, to take any action and to execute any instrument which the [[NYCORP:3422500v12:3650: 08/12/2013--08:17 PM]] Collateral Agent may deem necessary or advisable to accomplish the purposes of this Security Agreement, including: (a) to ask, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (b) to receive, endorse, assign and/or deliver and collect any and all notes, acceptances, checks, drafts, money orders drafts or other evidences of payment relating to the Pledged Collateral or any part thereof; instruments, documents and chattel paper, in connection with clause (ba) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; above; (c) to commence and prosecute file any and all suits, actions claims or take any action or institute any proceedings at law which the Collateral Agent may deem necessary or in equity in any court desirable for the collection of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any rights in respect of any Pledged the Collateral; (d) , and to settle, compromise, compound, adjust or defend any actions, suits action or proceedings proceeding relating to all or any of the Pledged Collateral; and (ed) to notifyperform the affirmative obligations of such Grantor hereunder. Each Grantor hereby acknowledges, or consents and agrees that the power of attorney granted pursuant to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; this Section is irrevocable and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement coupled with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductan interest.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Pledgor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless interest. Except in the case of any matter relating to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoingULC Interests, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of DefaultDefault (but subject to the Intercreditor Agreements), with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Pledgor, (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; , (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to ask for, demand, xxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Pledgor on any invoice or xxxx of lading relating to any of the Collateral; (e) to send verifications of Accounts to any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise otherwise, realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (dg) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (eh) to notify, or to require National Rural any Pledgor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fi) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor and each Pledgor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Grantor or Pledgor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable (unless and until this Agreement is terminated, in which case such power-of-attorney shall be revoked automatically without further action by any party) and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Grantor or Pledgor (a) in the case of a Grantor (i) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Security Agreement Collateral or any part thereof; (bii) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Security Agreement Collateral; (ciii) to sign the name of any Grantor on any invoice or bxxx of lading relating to any of the Security Agreement Collateral; (iv) to send verifications of Accounts to any Account Debtor; (v) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Security Agreement Collateral or to enforce any rights in respect of any Pledged Security Agreement Collateral; (dvi) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Security Agreement Collateral; (evii) to notify, or to require National Rural any Grantor to notify, obligors under Pledged Securities Account Debtors to make payment directly to the Collateral Agent; and (fviii) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Security Agreement Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Security Agreement Collateral for all purposes; and (b) in the case of a Pledgor (i) to ask for, demand, sxx for, collect, receive and give acquittance for any and all moneys due or to become due under and by virtue of any Pledged Collateral; (ii) to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any interest or dividend or other distribution payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge of the same; (iii) to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto; and (iv) to sell, assign, endorse, pledge, transfer and to make any agreement respecting, or otherwise deal with, the same; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor or Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural The Company hereby irrevocably appoints the Collateral Agent (for the benefit of the Purchasers) as its attorney-in-fact fact, with full authority in the place and stead of National Rural for the purpose ofCompany and in the name of the Company or otherwise, upon the occurrence and during the continuance of at such time as an Event of DefaultDefault has occurred and is continuing under the Amendment Agreement, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking take any action and executing to execute any instrument that which the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: a. to ask, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in connection with the Accounts or any other Collateral of the Company; b. to receive and open all mail addressed to the Company and to notify postal authorities to change the address for the delivery of mail to the Company to that of the Collateral Agent; c. to receive, indorse, and collect any drafts or other instruments, documents, Letter of Credit Rights or Chattel Paper; d. to file any claims or take any action or institute any proceedings which the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral of the Company or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; e. to supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to the Company in respect of any Account of the Company; and f. to use any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, advertising matter or other industrial or Intellectual Property rights, in advertising for sale and selling Inventory and other Collateral and to collect any amounts due under Accounts, contracts or Letter of Credit Rights of the Company. To the extent permitted by law, the Company hereby ratifies all that such attorney-in-fact shall lawfully do or cause to be done by virtue hereof, which appointment . Such power-of-attorney granted pursuant to this Section 16 is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the Control Party shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural for any act or failure to act hereunder, except for their own gross negligence or willful misconductirrevocable until this Agreement is terminated.

Collateral Agent Appointed Attorney-in-Fact. National Rural Until the Termination Date, each Obligor hereby appoints the Collateral Agent as the attorney-in-fact of National Rural for such Obligor, which appointment is irrevocable and coupled with an interest, with full authority in the purpose ofplace and stead of such Obligor and in the name of such Obligor, the Collateral Agent or otherwise, from time to time, to take the following actions, in each case upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreement. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural : (a) to receive, endorse, assign and/or or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence ask for, demand, xxx for, collect, receive and prosecute give acquittance for any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral moneys due or to enforce any rights in respect become due under and by virtue of any Pledged Collateral; (d) to settle, compromise, compound, adjust file any claims or defend take any actions, suits action or institute any proceedings relating to all that may be necessary or desirable for the collection of any of such Obligor’s Collateral or otherwise to enforce the Pledged rights of the Collateral Agent with respect to any of such Obligor’s Collateral; (e) to notifytake or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the terms of this Agreement, including access to pay or to require National Rural to notify, obligors under Pledged Securities to make payment directly to discharge taxes or Liens levied or placed upon or threatened against the Collateral AgentCollateral; and (f) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; provided provided, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Each of the Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received by it as a result of the exercise of the powers granted to them herein, and neither they nor their respective officers, directors, employees or agents shall be responsible to National Rural any Obligor for any act or failure to act hereunder, except for their except, respectively, to the extent of its own gross negligence negligence, bad faith or willful misconduct.

Collateral Agent Appointed Attorney-in-Fact. National Rural Each Grantor hereby appoints the Collateral Agent the attorney-in-fact of National Rural such Grantor for the purpose of, upon the occurrence and during the continuance of an Event of Default, carrying out the provisions of this Pledge Agreement with respect to the Pledged Collateral and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest but is subject nevertheless to the terms and conditions of this Pledge Agreementinterest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right, upon the occurrence and during the continuance continuation of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of National Rural such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Pledged Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Pledged Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Pledged Collateral or to enforce any rights in respect of any Pledged Collateral; (db) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Pledged Collateral; (e) to notify, or to require National Rural to notify, obligors under Pledged Securities to make payment directly to the Collateral Agent; and (fc) subject to the second sentence of Section 4.02(a), to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Pledged Collateral, and to do all other acts and things necessary to carry out the purposes of this Pledge Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Pledged Collateral for all purposes; , provided that nothing herein in this Agreement contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby; provided further that the Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for in this Section 7.15 unless an Event of Default shall have occurred and be continuing. The Collateral Agent and the Control Party other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them hereinin this Agreement, and neither they nor their officers, directors, employees or agents shall be responsible to National Rural any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.