Common use of Voting Rights; Interest and Principal Clause in Contracts

Voting Rights; Interest and Principal. (a) Unless and until an Event of Default has occurred and is continuing, and the Control Party delivers to the Collateral Agent a Control Party Notice of Default suspending National Rural’s rights under this clause: (i) National Rural shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof provided that such rights and powers shall not be exercised in any manner inconsistent with the terms of the Note Purchase Agreement or this Pledge Agreement. (ii) The Collateral Agent shall execute and deliver to National Rural, or cause to be executed and delivered to National Rural, all such proxies, powers of attorney and other instruments as National Rural may reasonably request for the purpose of enabling National Rural to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above. (iii) National Rural shall be entitled to receive and retain any and all interest, principal and other distributions paid on or distributed in respect of the Pledged Securities; provided that any non-cash interest, principal or other distributions that would constitute Pledged Securities if pledged hereunder, and received in exchange for Pledged Securities or any part thereof pledged hereunder, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer of Pledged Securities may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by National Rural, shall not be commingled by National Rural with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). (b) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party Notice of Default, all rights of National Rural to interest, principal or other distributions that National Rural is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.08 shall cease, and all such suspended rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such interest, principal or other distributions. All interest, principal or other distributions received by National Rural contrary to the provisions of this Section 2.08 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of National Rural and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03 to the fullest extent permitted by applicable law. After all Events of Default have ceased, the Collateral Agent shall promptly repay to National Rural (without interest) all interest, principal or other distributions that National Rural would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.08 and that remain in such account. (c) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party Notice of Default, all rights of National Rural to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.08, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.08, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that the Collateral Agent shall have the right from time to time during the existence of such Event of Default to permit National Rural to exercise such rights and powers.

Voting Rights; Interest and Principal. (a) Unless and until an Event of Default has occurred and is continuing, and the Control Party RUS delivers to the Collateral Agent a Control Party an RUS Notice of Default suspending National Ruralthe Borrower’s rights under this clause: (i) National Rural The Borrower shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof provided that such rights and powers shall not be exercised in any manner inconsistent with the terms of the Note Purchase Consolidated Bond Guarantee Agreement or this Pledge Agreement. (ii) The Collateral Agent shall execute and deliver to National Ruralthe Borrower, or cause to be executed and delivered to National Ruralthe Borrower, all such proxies, powers of attorney and other instruments as National Rural the Borrower may reasonably request for the purpose of enabling National Rural the Borrower to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above. (iii) National Rural The Borrower shall be entitled to receive and retain any and all interest, principal and other distributions paid on or distributed in respect of the Pledged Securities; provided that any non-cash interest, principal or other distributions that would constitute Pledged Securities if pledged hereunder, and received in exchange for Pledged Securities or any part thereof pledged hereunder, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer of Pledged Securities may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by National Ruralthe Borrower, shall not be commingled by National Rural the Borrower with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). (b) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party RUS Notice of Default, all rights of National Rural the Borrower to interest, principal or other distributions that National Rural the Borrower is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.08 3.08 shall cease, and all such suspended rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such interest, principal or other distributions. All interest, principal or other distributions received by National Rural the Borrower contrary to the provisions of this Section 2.08 3.08 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of National Rural the Borrower and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03 to the fullest extent permitted by applicable law5.03. After all Events of Default have ceased, the Collateral Agent shall promptly repay to National Rural the Borrower (without interest) all interest, principal or other distributions that National Rural the Borrower would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.08 3.08 and that remain in such account. (c) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party RUS Notice of Default, all rights of National Rural the Borrower to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.083.08, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.083.08, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that the Collateral Agent shall have the right from time to time during the existence of such Event of Default to permit National Rural the Borrower to exercise such rights and powers.

Voting Rights; Interest and Principal. (a) Unless and until an Event of Default has occurred and is continuing, and the Control Party RUS delivers to the Collateral Agent a Control Party an RUS Notice of Default suspending National Ruralthe Borrower’s rights under this clause: (i) National Rural The Borrower shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities Instruments or any part thereof provided that such rights and powers shall not be exercised in any manner inconsistent with the terms of the Note Purchase Consolidated Bond Guarantee Agreement or this Pledge Agreement. (ii) The Collateral Agent shall execute and deliver to National Ruralthe Borrower, or cause to be executed and delivered to National Ruralthe Borrower, all such proxies, powers of attorney and other instruments as National Rural the Borrower may reasonably request for the purpose of enabling National Rural the Borrower to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above. (iii) National Rural The Borrower shall be entitled to receive and retain any and all interest, principal and other distributions paid on or distributed in respect of the Pledged SecuritiesInstruments; provided that any non-cash interest, principal or other distributions that would constitute Pledged Securities Instruments if pledged hereunder, and received in exchange for Pledged Securities Instruments or any part thereof pledged hereunder, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer of Pledged Securities Instruments may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by National Ruralthe Borrower, shall not be commingled by National Rural the Borrower with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). (b) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party RUS Notice of Default, all rights of National Rural the Borrower to interest, principal or other distributions that National Rural the Borrower is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.08 3.08 shall cease, and all such suspended rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such interest, principal or other distributions. All interest, principal or other distributions received by National Rural the Borrower contrary to the provisions of this Section 2.08 3.08 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of National Rural the Borrower and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03 to the fullest extent permitted by applicable law5.03. After all Events of Default have ceased, the Collateral Agent shall promptly repay to National Rural the Borrower (without interest) all interest, principal or other distributions that National Rural the Borrower would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.08 3.08 and that remain in such account. (c) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party RUS Notice of Default, all rights of National Rural the Borrower to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.083.08, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.083.08, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that the Collateral Agent shall have the right from time to time during the existence of such Event of Default to permit National Rural the Borrower to exercise such rights and powers.

Voting Rights; Interest and Principal. (a) Unless and until an Event of Default has occurred and is continuing, and the Control Party RUS delivers to the Collateral Agent a Control Party an RUS Notice of Default suspending National Rural’s the Borrower's rights under this clause: (i) National Rural The Borrower shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof provided that such rights and powers shall not be exercised in any manner inconsistent with the terms of the Note Purchase Bond Guarantee Agreement or this Pledge Agreement. (ii) The Collateral Agent shall execute and deliver to National Ruralthe Borrower, or cause to be executed and delivered to National Ruralthe Borrower, all such proxies, powers of attorney and other instruments as National Rural the Borrower may reasonably request for the purpose of enabling National Rural the Borrower to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above. (iii) National Rural The Borrower shall be entitled to receive and retain any and all interest, principal and other distributions paid on or distributed in respect of the Pledged Securities; provided that any non-cash interest, principal or other distributions that would constitute Pledged Securities if pledged hereunder, and received in exchange for Pledged Securities or any part thereof pledged hereunder, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer of Pledged Securities may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by National Ruralthe Borrower, shall not be commingled by National Rural the Borrower with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). (b) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party RUS Notice of Default, all rights of National Rural the Borrower to interest, principal or other distributions that National Rural the Borrower is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.08 3.08 shall cease, and all such suspended rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such interest, principal or other distributions. All interest, principal or other distributions received by National Rural the Borrower contrary to the provisions of this Section 2.08 3.08 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of National Rural the Borrower and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03 to the fullest extent permitted by applicable law5.03. After all Events of Default have ceased, the Collateral Agent shall promptly repay to National Rural the Borrower (without interest) all interest, principal or other distributions that National Rural the Borrower would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.08 3.08 and that remain in such account. (c) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party Notice of Default, all rights of National Rural to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.08, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.08, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that the Collateral Agent shall have the right from time to time during the existence of such Event of Default to permit National Rural to exercise such rights and powers.

Voting Rights; Interest and Principal. (a) Unless and until an Event of Default has occurred and is continuing, and the Control Party RUS delivers to the Collateral Agent a Control Party an RUS Notice of Default suspending National Ruralthe Borrower’s rights under this clause: (i) National Rural The Borrower shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof provided that such rights and powers shall not be exercised in any manner inconsistent with the terms of the Note Purchase Series D Bond Guarantee Agreement or this Pledge Agreement. (ii) The Collateral Agent shall execute and deliver to National Ruralthe Borrower, or cause to be executed and delivered to National Ruralthe Borrower, all such proxies, powers of attorney and other instruments as National Rural the Borrower may reasonably request for the purpose of enabling National Rural the Borrower to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above. (iii) National Rural The Borrower shall be entitled to receive and retain any and all interest, principal and other distributions paid on or distributed in respect of the Pledged Securities; provided that any non-cash interest, principal or other distributions that would constitute Pledged Securities if pledged hereunder, and received in exchange for Pledged Securities or any part thereof pledged hereunder, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer of Pledged Securities may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by National Ruralthe Borrower, shall not be commingled by National Rural the Borrower with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). (b) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party RUS Notice of Default, all rights of National Rural the Borrower to interest, principal or other distributions that National Rural the Borrower is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.08 3.08 shall cease, and all such suspended rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such interest, principal or other distributions. All interest, principal or other distributions received by National Rural the Borrower contrary to the provisions of this Section 2.08 3.08 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of National Rural the Borrower and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03 to the fullest extent permitted by applicable law5.03. After all Events of Default have ceased, the Collateral Agent shall promptly repay to National Rural the Borrower (without interest) all interest, principal or other distributions that National Rural the Borrower would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.08 3.08 and that remain in such account. (c) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party RUS Notice of Default, all rights of National Rural the Borrower to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.083.08, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.083.08, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that the Collateral Agent shall have the right from time to time during the existence of such Event of Default to permit National Rural the Borrower to exercise such rights and powers.

Voting Rights; Interest and Principal. (a) Unless and until an Event of Default has occurred and is continuing, and the Control Party RUS delivers to the Collateral Agent a Control Party an RUS Notice of Default suspending National Ruralthe Borrower’s rights under this clause: (i) National Rural The Borrower shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof provided that such rights and powers shall not be exercised in any manner inconsistent with the terms of the Note Purchase Series E Bond Guarantee Agreement or this Pledge Agreement. (ii) The Collateral Agent shall execute and deliver to National Ruralthe Borrower, or cause to be executed and delivered to National Ruralthe Borrower, all such proxies, powers of attorney and other instruments as National Rural the Borrower may reasonably request for the purpose of enabling National Rural the Borrower to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above. (iii) National Rural The Borrower shall be entitled to receive and retain any and all interest, principal and other distributions paid on or distributed in respect of the Pledged Securities; provided that any non-cash interest, principal or other distributions that would constitute Pledged Securities if pledged hereunder, and received in exchange for Pledged Securities or any part thereof pledged hereunder, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer of Pledged Securities may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by National Ruralthe Borrower, shall not be commingled by National Rural the Borrower with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). (b) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party RUS Notice of Default, all rights of National Rural the Borrower to interest, principal or other distributions that National Rural the Borrower is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.08 3.08 shall cease, and all such suspended rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such interest, principal or other distributions. All interest, principal or other distributions received by National Rural the Borrower contrary to the provisions of this Section 2.08 3.08 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of National Rural the Borrower and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03 to the fullest extent permitted by applicable law5.03. After all Events of Default have ceased, the Collateral Agent shall promptly repay to National Rural the Borrower (without interest) all interest, principal or other distributions that National Rural the Borrower would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.08 3.08 and that remain in such account. (c) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party RUS Notice of Default, all rights of National Rural the Borrower to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.083.08, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.083.08, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that the Collateral Agent shall have the right from time to time during the existence of such Event of Default to permit National Rural the Borrower to exercise such rights and powers.

Voting Rights; Interest and Principal. (a) Unless and until an Event of Default has occurred and is continuing, and the Control Party delivers to the Collateral Agent a Control Party Notice of Default suspending National Rural’s rights under this clause: (i) National Rural shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof provided that such rights and powers shall not be exercised in any manner inconsistent with the terms of the Note Purchase Agreement or this Pledge Agreement. (ii) The Collateral Agent shall execute and deliver to National Rural, or cause to be executed and delivered to National Rural, all such proxies, powers of attorney and other instruments as National Rural may reasonably request for the purpose of enabling National Rural to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above. (iii) National Rural shall be entitled to receive and retain any and all interest, principal and other distributions paid on or distributed in respect of the Pledged Securities; provided that any non-cash interest, principal or other distributions that would constitute Pledged Securities if pledged hereunder, and received in exchange for Pledged Securities or any part thereof pledged CFC DOC AA001-G-Xxxxxx(SIGMUNK) 199541-6 hereunder, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer of Pledged Securities may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by National Rural, shall not be commingled by National Rural with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). (b) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party Notice of Default, all rights of National Rural to interest, principal or other distributions that National Rural is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.08 shall cease, and all such suspended rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such interest, principal or other distributions. All interest, principal or other distributions received by National Rural contrary to the provisions of this Section 2.08 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of National Rural and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03 to the fullest extent permitted by applicable law. After all Events of Default have ceased, the Collateral Agent shall promptly repay to National Rural (without interest) all interest, principal or other distributions that National Rural would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.08 and that remain in such account. (c) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party Notice of Default, all rights of National Rural to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.08, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.08, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that the Collateral Agent shall have the right from time to time during the existence of such Event of Default to permit National Rural to exercise such rights and powers.

Voting Rights; Interest and Principal. (aA) Unless and until an Event of Default has occurred and is continuing, and the Control Party RUS delivers to the Collateral Agent a Control Party an RUS Notice of Default suspending National Ruralthe Borrower’s rights under this clause: (i) National Rural The Borrower shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof provided that such rights and powers shall not be exercised in any manner inconsistent with the terms of the Note Purchase Series C Bond Guarantee Agreement or this Pledge Agreement. (ii) The Collateral Agent shall execute and deliver to National Ruralthe Borrower, or cause to be executed and delivered to National Ruralthe Borrower, all such proxies, powers of attorney and other instruments as National Rural the Borrower may reasonably request for the purpose of enabling National Rural the Borrower to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above. (iii) National Rural The Borrower shall be entitled to receive and retain any and all interest, principal and other distributions paid on or distributed in respect of the Pledged Securities; provided that any non-cash interest, principal or other distributions that would constitute Pledged Securities if pledged hereunder, and received in exchange for Pledged Securities or any part thereof pledged hereunder, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer of Pledged Securities may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by National Ruralthe Borrower, shall not be commingled by National Rural the Borrower with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). (b) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party Notice of Default, all rights of National Rural to interest, principal or other distributions that National Rural is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.08 shall cease, and all such suspended rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such interest, principal or other distributions. All interest, principal or other distributions received by National Rural contrary to the provisions of this Section 2.08 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of National Rural and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03 to the fullest extent permitted by applicable law. After all Events of Default have ceased, the Collateral Agent shall promptly repay to National Rural (without interest) all interest, principal or other distributions that National Rural would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.08 and that remain in such account. (c) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party Notice of Default, all rights of National Rural to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.08, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.08, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that the Collateral Agent shall have the right from time to time during the existence of such Event of Default to permit National Rural to exercise such rights and powers.

Voting Rights; Interest and Principal. (a) Unless and until an Event of Default has occurred and is continuing, and the Control Party Fxxxxx Mac delivers to the Collateral Agent a Control Party Fxxxxx Mac Notice of Default suspending National Rural’s rights under this clause: (i) National Rural shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof provided that such rights and powers shall not be exercised in any manner inconsistent with the terms of the Note Purchase Agreement or this Pledge Agreement. (ii) The Collateral Agent shall execute and deliver to National Rural, or cause to be executed and delivered to National Rural, all such proxies, powers of attorney and other instruments as National Rural may reasonably request for the purpose of enabling National Rural to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above. (iii) National Rural shall be entitled to receive and retain any and all interest, principal and other distributions paid on or distributed in respect of the Pledged Securities; provided that any non-cash interest, principal or other distributions that would constitute Pledged Securities if pledged hereunder, and received in exchange for Pledged Securities or any part thereof pledged hereunder, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer of Pledged Securities may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by National Rural, shall not be commingled by National Rural with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). (b) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party Fxxxxx Mac Notice of Default, all rights of National Rural to interest, principal or other distributions that National Rural is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.08 2.08, shall cease, and all such suspended rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such interest, principal or other distributions. All interest, principal or other distributions received by National Rural contrary to the provisions of this Section 2.08 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of National Rural and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03 to the fullest extent permitted by applicable law. After all Events of Default have ceased, the Collateral Agent shall promptly repay to National Rural (without interest) all interest, principal or other distributions that National Rural would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.08 and that remain in such account. (c) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party Fxxxxx Mac Notice of Default, all rights of National Rural to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.08, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.08, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that the Collateral Agent shall have the right from time to time during the existence of such Event of Default to permit National Rural to exercise such rights and powers.

Voting Rights; Interest and Principal. (a) Unless and until an Event of Default has occurred and is continuing, and the Control Party RUS delivers to the Collateral Agent a Control Party an RUS Notice of Default suspending National Ruralthe Borrower’s rights under this clause: (i) National Rural The Borrower shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof provided that such rights and powers shall not be exercised in any manner inconsistent with the terms of the Note Purchase Series C Bond Guarantee Agreement or this Pledge Agreement. (ii) The Collateral Agent shall execute and deliver to National Ruralthe Borrower, or cause to be executed and delivered to National Ruralthe Borrower, all such proxies, powers of attorney and other instruments as National Rural the Borrower may reasonably request for the purpose of enabling National Rural the Borrower to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above. (iii) National Rural The Borrower shall be entitled to receive and retain any and all interest, principal and other distributions paid on or distributed in respect of the Pledged Securities; provided that any non-cash interest, principal or other distributions that would constitute Pledged Securities if pledged hereunder, and received in exchange for Pledged Securities or any part thereof pledged hereunder, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer of Pledged Securities may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by National Ruralthe Borrower, shall not be commingled by National Rural the Borrower with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).and (b) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party RUS Notice of Default, all rights of National Rural the Borrower to interest, principal or other distributions that National Rural the Borrower is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.08 3.08 shall cease, and all such suspended rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such interest, principal or other distributions. All interest, principal or other distributions received by National Rural the Borrower contrary to the provisions of this Section 2.08 3.08 shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of National Rural the Borrower and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03 to the fullest extent permitted by applicable law5.03. After all Events of Default have ceased, the Collateral Agent shall promptly repay to National Rural the Borrower (without interest) all interest, principal or other distributions that National Rural the Borrower would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 2.08 3.08 and that remain in such account. (c) If an Event of Default shall have occurred and be continuing, then, to the extent such rights are suspended by the applicable Control Party RUS Notice of Default, all rights of National Rural the Borrower to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.083.08, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 2.083.08, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that the Collateral Agent shall have the right from time to time during the existence of such Event of Default to permit National Rural the Borrower to exercise such rights and powers.