Contract

Exhibit 4.23

FEDERAL AGRICULTURAL

MORTGAGE CORPORATION

NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION

U.S. BANK TRUST NATIONAL ASSOCIATION

_______________________________

PLEDGE AGREEMENT

_______________________________

Dated as of March 27, 2008

TABLE OF CONTENTS


ARTICLE I

DEFINITIONS		Page
SECTION 1.01	Definitions	2
SECTION 1.02.	Principles of Construction	4


ARTICLE II

Provisions as to Pledged Collateral

SECTION 2.01.	Holding of Pleded Securities	4
SECTION 2.02.	UCC Filings	5
SECTION 2.03.	Withdrawal and Substitution of Pledged Collateral	5
SECTION 2.04.	Reassignement of Pledged Securities upon Payment	6
SECTION 2.05.	Addition of Pledged Collateral	6
SECTION 2.06.	Accompanying Documentation	6
SECTION 2.07.	Renewal; Extension; Substitution	6
SECTION 2.08.	Voting Rights; Interest and Principal	7
SECTION 2.09.	Protection of Title; Payment of Taxes; Liens, etc	8
SECTION 2.10.	Maintenance of Pledged Collateral	9
SECTION 2.11.	Representations, Warrenties and Covenants	9
SECTION 2.12.	Further Assurances	10


ARTICLE III

Application of Moneys Included in Pledged Collateral

SECTION 3.01.	Investment of Moneys by Collateral Agent	10
SECTION 3.02.	Collateral Agent To Retain Moneys During Event of Default	11



ARTICLE IV

Remedies

SECTION 4.01.	Events of Default	11
SECTION 4.02.	Remedies upon Default	12
SECTION 4.03.	Application of Proceeds	13
SECTION 4.04.	Securites Act	14

TABLE OF CONTENTS
(continued)

ARTICLE V

The Collateral Agent			Page

SECTION 5.01.		Certain Duties and Responsibilities	15
SECTION 5.02.		Certain Rights of Collateral Agent	16
SECTION 5.03.		Money Held by Collateral Agent	17
SECTION 5.04.		Compensation and Reimbursement	17
SECTION 5.05.		Corporate Collateral Agent Required; Eligibility	18
SECTION 5.06.		Resignation and Removal; Appointment of Successor	19
SECTION 5.07.		Acceptance of Appointment by Successor	19
SECTION 5.08.		Merger, Conversion, Consolidation or Successor to Business	20


ARTICLE VI

Miscellaneous

SECTION 6.01.		Notices	20
SECTION 6.02.		Waivers; Amendment	20
SECTION 6.03.		Successors and Assigns	21
SECTION 6.04.		Counterparts; Effectiveness	21
SECTION 6.05.		Severability	21
SECTION 6.06.		GOVERNING LAW	21
SECTION 6.07.		WAIVER OF JURY TRIAL	21
SECTION 6.08.		Headings	22
SECTION 6.09.		Securitites Interest Absolute	22
SECTION 6.10.		Termination or Release	22
SECTION 6.11.		Collateral Agent Appointed Attorney-in Fact	22


Schedule I -	Agreed Eligible Members
Schedule II -	Address for Notices

Annex A –	Form of Certificate of Pledged Collateral

PLEDGE AGREEMENT, dated as of March 27, 2008, among NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION, a District of Columbia cooperative association and its successors and assigns (hereinafter called “National Rural”), having its principal executive office and mailing address at 0000 Xxxxxxxxxxx Xxx, Xxxxxxx, XX 00000-0000, FEDERAL AGRICULTURAL MORTGAGE CORPORATION, a federally-chartered instrumentality of the United States and an institution of the Farm Credit System and its successors and assigns (“Xxxxxx Mac”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association and its successors and assigns (hereinafter called the “Collateral Agent”), having its corporate office at 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000-0000.

RECITALS OF NATIONAL RURAL

WHEREAS, National Rural may from time to time issue one or more Notes to Xxxxxx Mac, and Xxxxxx Mac may purchase such Notes, all upon the terms and subject to the conditions set forth in the Note Purchase Agreement; and

WHEREAS, National Rural is required pursuant to the terms of the Note Purchase Agreement to pledge certain property to the Collateral Agent for the benefit of Xxxxxx Mac to secure National Rural’s obligations on the Notes;

NOW, THEREFORE, THIS PLEDGE AGREEMENT WITNESSETH that, to secure the performance of the certain Obligations contained in the Notes, the Note Purchase Agreement and herein, National Rural hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of Xxxxxx Mac, and grants to the Collateral Agent, its successors and assigns, for the benefit of Xxxxxx Mac, a security interest in the following (collectively referred to as the “Pledged Collateral”) as provided in Article II: (a)(i) the Pledged Securities and the certificates representing the Pledged Securities; (ii) subject to Section 2.08, all payments of principal or interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for, and all other Proceeds received in respect of, the Pledged Securities pledged hereunder; (iii) subject to Section 2.08, all rights and privileges of National Rural with respect to the Pledged Securities; (iv) all Proceeds of any of the foregoing above; and (b) any property, including cash and Permitted Investments, that may, on the date hereof or from time to time hereafter, be subjected to the Lien hereof by National Rural by delivery, assignment or pledge thereof to the Collateral Agent hereunder and the Collateral Agent is authorized to receive the same as additional security hereunder (subject to any reservations, limitations or conditions agreed to in writing by National Rural and Xxxxxx Mac respecting the scope or priority of such security or the use and disposition of such property or the Proceeds thereof).

TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of Xxxxxx Mac, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

ARTICLE I

Definitions

SECTION 1.01. Definitions. As used in this Pledge Agreement, the following terms shall have the following meanings:

“Allowable Amount” on any date, means:

(a) with respect to cash, 100% thereof;

(b) with respect to Eligible Securities, the aggregate principal amount of such Eligible Securities theretofore advanced thereon which remains unpaid on such date; and

(c) with respect to Permitted Investments, the cost to National Rural or the Collateral Agent thereof (exclusive of accrued interest or brokerage commissions) except that with respect to any Permitted Investments which are traded on any national securities exchange or over-the-counter market, Allowable Amount on any date shall mean the fair market value thereof (as determined by National Rural).

“Certificate of Pledged Collateral” means a certificate delivered to the Collateral Agent and Xxxxxx Mac substantially in the form of Annex A attached hereto.

“Collateral Agent” means the Person named as the “Collateral Agent” in the first paragraph of this instrument.

“Eligible Member” means a rural electric distribution cooperative that is a member of National Rural and serves primarily communities with fewer than 50,000 inhabitants and in any event includes those rural electric distribution cooperatives listed on Schedule I hereto.

“Eligible Security” means a note or bond of any Eligible Member payable or registered to, or to the order of, National Rural, (A) in respect of which (i) the outstanding principal amount under such note or bond, together with the outstanding principal amount of any other notes or bonds of such Eligible Member pledged hereunder or pledged to secure any other notes or bonds issued by National Rural to Xxxxxx Mac or sold by National Rural to any trust whose beneficial ownership is owned or controlled by Xxxxxx Mac, does not aggregate more than $22.5 million, (ii) no default has occurred in the payment of principal or interest in accordance with the terms of such note or bond that is continuing beyond the contractual grace period (if any) provided in such note or

bond for such payment and (iii) no “event of default” as defined in such note or bond (or in any instrument creating a security interest in favor of National Rural in respect of such note or bond), shall exist that has resulted in the exercise of any right or remedy described in such note or bond (or in any such instrument); and (B) which is not classified by National Rural as a non-performing loan under generally accepted accounting principles in the United States.

“Event of Default” has the meaning set forth in Section 4.01.

“Xxxxxx Mac Notice” and “Xxxxxx Mac Order” mean, respectively, a written notice or order signed by any Vice President of Xxxxxx Mac and delivered to the Collateral Agent and National Rural.

“Xxxxxx Mac Notice of Default” has the meaning given to that term in Section 4.02.

“Lien” means any lien, pledge, charge, mortgage, encumbrance, debenture, hypothecation or other similar security interest attaching to any part of the Pledged Collateral.

“Lien of this Pledge Agreement” or “Lien hereof” means the Lien created by these presents.

“National Rural Notice” and “National Rural Order” mean, respectively, a written notice or order signed in the name of National Rural by either its Chief Executive Officer or its Chief Financial Officer, and by any Vice President of National Rural, and delivered to the Collateral Agent and Xxxxxx Mac.

“Note Purchase Agreement” means the Note Purchase Agreement dated the date hereof between National Rural and Xxxxxx Mac, as the same may be amended from time to time in accordance with the terms thereof.

“Notes” means the note or notes issued by National Rural to Xxxxxx Mac under the Note Purchase Agreement.

“Obligations” means the due and punctual performance of the obligations of National Rural to make payments of principal, interest and Break Funding Payment (as defined in the Note Purchase Agreement), if any, on the Notes.

“Officers’ Certificate” means a certificate signed by either the Chief Executive Officer or the Chief Financial Officer of National Rural, and by any Vice President of National Rural, and delivered to Xxxxxx Mac and/or the Collateral Agent, as applicable.

“Permitted Investments” has the meaning given to that term in Section 3.01.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Pledge Agreement” means this Pledge Agreement, as originally executed and as it may from time to time be amended pursuant to the applicable provisions hereof.

“Pledged Collateral” has the meaning set forth in the Granting Clause.

“Pledged Securities” means at any time the Eligible Securities listed on Schedule A to the Certificate of Pledged Collateral most recently delivered.

“Proceeds” has the meaning specified in Section 9-102 of the Uniform Commercial Code.

“Uniform Commercial Code” means the Uniform Commercial Code as from time to time in effect in the District of Columbia.

“Vice President” means any vice president of National Rural or Xxxxxx Mac, as applicable, whether or not designated by a number or a word or words added before or after the title “vice president”.

SECTION 1.02. Other Defined Terms; Principles of Construction. Capitalized terms used but not defined in this Pledge Agreement shall have the meanings given to them in the Note Purchase Agreement. Unless the context shall otherwise indicate, the terms defined in Section 1.01 hereof include the plural as well as the singular and the singular as well as the plural. The words “hereafter”, “herein”, “hereof”, “hereto” and “hereunder”, and words of similar import, refer to this Agreement as a whole. The descriptive headings of the various articles and sections of this Agreement were formulated and inserted for convenience only and shall not be deemed to affect the meaning or construction of the provisions hereof.

ARTICLE II

Provisions as to Pledged Collateral

SECTION 2.01. Holding of Pledged Securities. The Collateral Agent, on behalf of Xxxxxx Mac, shall hold the Pledged Securities in the name of National Rural (or its nominee), endorsed or assigned in blank or in favor of the Collateral Agent. Upon occurrence of an Event of Default, the Collateral Agent, on behalf of Xxxxxx Mac, shall have the right (in its sole and absolute discretion), to the extent a register is maintained therefor, to register the Pledged Securities in the Collateral Agent’s own name as pledgee, or in the name of the Collateral Agent’s nominee (as pledgee or as sub-agent) or to continue to hold the Pledged Securities in the name of National Rural, endorsed or assigned in blank or in favor of the Collateral Agent. Upon cessation of such Event of Default, the Collateral Agent shall take such action as is necessary to

again cause the Pledged Securities to be registered in the name of National Rural (or its nominee).

SECTION 2.02. UCC Filings. National Rural shall prepare and file in the proper Uniform Commercial Code filing office in the District of Columbia (i) on or prior to the date of the first purchase of a Note under the Note Purchaser Agreement, a financing statement recording the Collateral Agent’s interest in the Pledged Collateral; and (ii) from time to time thereafter, continuation statements or such other filings as are necessary to maintain the perfection of the Lien hereof on the Pledged Collateral.

SECTION 2.03. Withdrawal and Substitution of Pledged Collateral.

(a) Any part of the Pledged Collateral may be withdrawn by National Rural or substituted for cash or other Eligible Securities or Permitted Investments by National Rural and shall be delivered to National Rural by the Collateral Agent upon National Rural Order at any time and from time to time, together with any other documents or instruments of transfer or assignment necessary to reassign to National Rural said Pledged Collateral and the interest of National Rural, provided the aggregate Allowable Amount of Pledged Collateral remaining after such withdrawal or substitution shall at least equal the aggregate principal amount of the Notes outstanding after such withdrawal or substitution, as shown by the Certificate of Pledged Collateral furnished to the Collateral Agent pursuant to Subsection (b)(i) of this Section.

(b) Prior to any such withdrawal or substitution, the Collateral Agent shall be furnished with the following instruments:

(i) a Certificate of Pledged Collateral, dated as of the last day of the calendar month most recently ended at least 10 Business Days prior to such withdrawal or substitution, showing that immediately after such withdrawal or substitution the requirements of Subsection (a) of this Section will be satisfied; and

(ii) an Officers’ Certificate certifying that no Event of Default has occurred which has not been remedied.

Upon any such withdrawal or substitution, National Rural shall deliver any cash or Eligible Securities or Permitted Investments to be substituted and the Collateral Agent shall execute any instruments of transfer or assignment specified in a National Rural Order as necessary to vest in National Rural any part of the Pledged Collateral withdrawn.

In case an Event of Default shall have occurred and be continuing, National Rural shall not withdraw or substitute any part of the Pledged Collateral, provided that any Pledged Collateral may be withdrawn (a) as provided for in Section 2.04; or (b) upon the deposit with the Collateral Agent of an amount of cash at least equal to the Allowable Amount (at the time of such withdrawal) of the Pledged Collateral so withdrawn and the delivery to the Collateral Agent of the instruments referred to in Subsection (b)(i) of this Section and a National Rural Order.

SECTION 2.04. Reassignment of Pledged Securities upon Payment. Upon receipt of:

(i) an Officers’ Certificate stating that all payments of principal, premium (if any) and interest have been made upon any Pledged Securities held by the Collateral Agent other than payment of an amount (if any) specified in said certificate required fully to discharge all obligations on said Pledged Securities; and

(ii) cash in the amount (if any) so specified fully to discharge said Pledged Securities,

the Collateral Agent shall deliver to National Rural upon National Rural Order said Pledged Securities, together with any other documents or instruments of transfer or assignment necessary to reassign to National Rural said Pledged Securities and the interest of National Rural specified in such National Rural Order.

SECTION 2.05. Addition of Pledged Collateral. At any time, National Rural may pledge additional Eligible Securities, cash or Permitted Investments under this Pledge Agreement by delivering such Pledged Collateral to the Collateral Agent, accompanied by a Certificate of Pledged Collateral specifying such additional collateral and dated as of the last day of the calendar month most recently ended at least 10 Business Days prior thereto, provided that, in the case of additional Permitted Investments, no such Permitted Investments shall be subject to any reservations, limitations or conditions referred to in the Granting Clause hereof.

SECTION 2.06. Accompanying Documentation. Where Eligible Securities are delivered to the Collateral Agent under Section 2.01, 2.03 or Section 2.05, such securities shall be accompanied by the appropriate instruments of transfer executed in blank and in a form satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request. All other property delivered to the Collateral Agent under Section 2.01, 2.03 or Section 2.05 and comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by National Rural and such other instruments or documents as the Collateral Agent may reasonably request.

SECTION 2.07. Renewal; Extension; Substitution. Unless and until an Event of Default shall have occurred and be continuing, National Rural may at any time renew or extend, subject to the Lien of this Pledge Agreement, any Pledged Security upon any terms or may accept in place of and in substitution for any such Pledged Security, another Eligible Security or Securities of the same issuer or of any successor thereto for at least the same unpaid principal amount, all as evidenced by a National Rural Order delivered to the Collateral Agent; provided, however, that in case of any substitution, Eligible Securities substituted as aforesaid shall be subject to the Lien of this Pledge Agreement as part of the Pledged Collateral and be held in the same manner as those for which they shall be substituted, and in the case of each substituted Eligible Security National Rural shall provide an Officers’ Certificate certifying to the Collateral

Agent that such substituted security satisfies the requirements of this Section. So long as no Event of Default shall have occurred and be continuing, the Collateral Agent, upon National Rural Order stating that no Event of Default shall have occurred and be continuing, shall execute any consent to any such renewal, extension or substitution as shall be specified in such National Rural Order.

SECTION 2.08. Voting Rights; Interest and Principal. (a) Unless and until an Event of Default has occurred and is continuing, and Xxxxxx Mac delivers to the Collateral Agent a Xxxxxx 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 Xxxxxx 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, 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 Xxxxxx 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.

SECTION 2.09. Protection of Title; Payment of Taxes; Liens, etc. National Rural will:

(i) duly and promptly pay and discharge, or cause to be paid and discharged, before they become delinquent, all taxes, assessments, governmental and other charges lawfully levied, assessed or imposed upon or against any of the Pledged Collateral, including the income or profits therefrom and the interests of the Collateral Agent in such Pledged Collateral;

(ii) duly observe and conform to all valid requirements of any governmental authority imposed upon National Rural relative to any of the Pledged Collateral, and all covenants, terms and conditions under or upon which any part thereof is held;

(iii) cause to be paid and discharged all lawful claims (including, without limitation, income taxes) which, if unpaid, might become a lien or charge upon Pledged Collateral; and

(iv) do all things and take all actions necessary to keep the Lien of this Pledge Agreement a first and prior lien upon the Pledged Collateral and protect its title to the Pledged Collateral against loss by reason of any foreclosure or other proceeding to enforce any lien prior to or pari passu with the Lien of this Pledge Agreement.

Nothing contained in this Section shall require the payment of any such tax, assessment, claim, lien or charge or the compliance with any such requirement so long as the validity, application or amount thereof shall be contested in good faith; provided, however, that National Rural shall have set aside on its books such reserves (segregated to the extent required by generally accepted accounting principles) as shall be deemed adequate with respect thereto as determined by the Board of Directors of National Rural (or a committee thereof).

SECTION 2.10. Maintenance of Pledged Collateral. National Rural shall cause the Allowable Amount of Pledged Collateral held by the Collateral Agent at all times to be not less than 100% of the aggregate principal amount of the Notes outstanding.

SECTION 2.11. Representations, Warranties and Covenants. National Rural represents, warrants and covenants to the Collateral Agent, for the benefit of Xxxxxx Mac, that from the time that they are pledged hereunder, and for so long as they are required to remain pledged:

(a) except for the Lien hereof and any Lien consented to in writing by Xxxxxx Mac, National Rural (i) is and will continue to be the direct owner, beneficially and of record, of the Pledged Securities from time to time pledged hereunder, (ii) holds and will continue to hold the same free and clear of all Liens, other than Liens created by this Pledge Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than Liens created by this Pledge Agreement and (iv) will defend its title or interest thereto or therein against any and all Liens (other than the Lien created by this Pledge Agreement), however arising, of all Persons whomsoever;

(b) except for restrictions and limitations imposed by the Note Purchase Agreement or securities laws generally, the Pledged Securities are and will continue to be freely transferable and assignable, and none of the Pledged Securities are or will be subject to any restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Securities hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

(c) National Rural has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

(d) no consent or approval of any governmental authority, any securities exchange or any other Person was or is necessary to the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect); and

(e) by virtue of the execution and delivery by National Rural of this Pledge Agreement, when any Pledged Securities are delivered to the Collateral

Agent in accordance with this Pledge Agreement, the Collateral Agent will obtain a legal and valid Lien upon and security interest in such Pledged Securities as security for the payment and performance of the Obligations.

SECTION 2.12. Further Assurances. National Rural will execute and deliver, or cause to be executed and delivered, all such additional instruments and do, or cause to be done, all such additional acts as (a) may be necessary or proper, consistent with the Granting Clause hereof, to carry out the purposes of this Pledge Agreement and to make subject to the Lien hereof any property intended so to be subject or (b) may be necessary or proper to transfer to any successor the estate, powers, instruments and funds held hereunder and to confirm the Lien of this Pledge Agreement. National Rural will also cause to be filed, registered or recorded any instruments of conveyance, transfer, assignment or further assurance in all offices in which such filing, registering or recording is necessary to the validity thereof or to give notice thereof.

ARTICLE III

Application of Moneys Included in Pledged Collateral

SECTION 3.01. Investment of Moneys by Collateral Agent. Any moneys held by the Collateral Agent as part of the Pledged Collateral shall, upon National Rural Order and as stated therein, be invested or reinvested by the Collateral Agent until required to be paid out by the Collateral Agent as provided in this Pledge Agreement, in any one or more of the following (herein called “Permitted Investments”):

(i) obligations of or guaranteed by the United States of America or any agency thereof for which the full faith and credit of the United States of America or such agency shall be pledged;

(ii) obligations of any state or municipality, or subdivision or agency of either thereof, which are rated AA (or equivalent) or better by at least two nationally recognized statistical rating organizations or having a comparable rating in the event of any future change in the rating system of such agencies;

(iii) certificates of deposit issued by, or time deposits of, any bank or trust company (including the Collateral Agent) organized under the laws of the United States of America or any State thereof having capital and surplus of not less than $500,000,000 (determined from its most recent report of condition, if it publishes such reports at least annually pursuant to law or the requirements of Federal or State examining or supervisory authority); and

(iv) commercial paper of bank holding companies or of other issuers (excluding National Rural) generally rated in the highest category by at least two nationally recognized statistical rating organizations and maturing not more than one year after the purchase thereof.

Unless and until an Event of Default shall have occurred and be continuing, any interest received by the Collateral Agent on any such investments which shall exceed the amount of accrued interest, if any, paid by the Collateral Agent on the purchase thereof, and any profit which may be realized from any sale, redemption or maturity of such investments, shall be paid to National Rural. Such investments shall be held by the Collateral Agent as a part of the Pledged Collateral, but upon National Rural Order the Collateral Agent shall sell all or any designated part of the same, and the proceeds of such sale shall be held by the Collateral Agent subject to the same provisions hereof as the cash used by it to purchase the investments so sold. In case the net proceeds realized upon any sale, redemption or maturity shall amount to less than the purchase price paid by the Collateral Agent for the purchase of the investments so sold, the Collateral Agent shall notify National Rural in writing thereof, and National Rural shall pay to the Collateral Agent the amount of the difference between such purchase price and the amount so realized, and the amount so paid shall be held by the Collateral Agent in like manner and subject to the same conditions as the proceeds realized upon such sale. National Rural will reimburse the Collateral Agent for any brokerage commissions or other expenses incurred by the Collateral Agent in connection with the purchase or sale of such investments. The Collateral Agent may aggregate such costs and expenses of and such receipts from such investments on a monthly basis (or such other periodic basis as National Rural and the Collateral Agent may agree in writing from time to time) so as to net each against the other during such period and pay to National Rural amounts due to it or notify National Rural of amounts due from it on a net basis for such period.

SECTION 3.02. Collateral Agent To Retain Moneys During Event of Default. If an Event of Default shall have occurred and be continuing, moneys held by the Collateral Agent as a part of the Pledged Collateral shall not be paid over to National Rural upon National Rural Order except pursuant to Section 4.03 or as otherwise required by applicable law.

ARTICLE IV

Remedies

SECTION 4.01. Events of Default. “Event of Default”, wherever used herein, means any “Event of Default” as defined in Sections 7.01(a) of the Note Purchase Agreement, provided that, for the purposes of this Pledge Agreement:

(a) the Collateral Agent shall not be required to recognize that an Event of Default exists before such time as the Collateral Agent receives a Xxxxxx Mac Notice or National Rural Notice stating that an Event of Default exists and specifying the particulars of such default in reasonable detail; and

(b) the Collateral Agent shall not be required to recognize that an Event of Default has ceased until (i) such time as the Collateral Agent receives a Xxxxxx Mac Notice stipulating that such event has ceased to exist; or (ii) 30 days after receipt by the Collateral Agent of a National Rural Notice stipulating that such

SECTION 4.02. Remedies upon Default. If an Event of Default shall have occurred and be continuing, Xxxxxx Mac may issue a notice (a “Xxxxxx Mac Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by Xxxxxx Mac in its sole and absolute discretion) without waiving or otherwise affecting Xxxxxx Mac’s rights to give additional Xxxxxx Mac Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Xxxxxx Mac Notice of Default shall revest in National Rural.

(a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of Xxxxxx Mac, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a Xxxxxx Mac Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

(b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a

public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, Xxxxxx Mac may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to Xxxxxx Mac from National Rural as a credit against the purchase price, and Xxxxxx Mac may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

SECTION 4.03. Application of Proceeds. The Collateral Agent shall apply the proceeds of any collection or sale of Pledged Collateral, including any Pledged Collateral consisting of cash, as follows to the fullest extent permitted by applicable law:

FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent in connection with or reasonably related or reasonably incidental to such collection or sale or otherwise in connection with or related or incidental to this Pledge Agreement or any of the Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of all advances made by the Collateral Agent (in its sole discretion) hereunder on behalf of National Rural and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder;

SECOND, to the payment to Xxxxxx Mac in full of the Obligations; such payment to be for an amount certified in a Xxxxxx Mac Notice delivered to the Collateral Agent as being the amount due and owing to Xxxxxx Mac under the Obligations; and

THIRD, to National Rural, its successors or assigns, or as a court of competent jurisdiction may otherwise direct.

Upon any sale of the Pledged Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Pledged Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

SECTION 4.04. Securities Act. In view of the position of National Rural in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder. National Rural understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable Blue Sky or other state securities laws or similar laws analogous in purpose or effect. National Rural recognizes that in light of such restrictions and limitations the Collateral Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. National Rural acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may

approach and negotiate with a single potential purchaser to effect such sale. National Rural acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 4.04 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.

ARTICLE V

The Collateral Agent

SECTION 5.01. Certain Duties and Responsibilities. (a) At all times under this Pledge Agreement:

(i) the Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Pledge Agreement, and no implied covenants or obligations shall be read into this Pledge Agreement against the Collateral Agent; and

(ii) in the absence of bad faith on its part, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Collateral Agent and substantially conforming to the requirements of this Pledge Agreement; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Collateral Agent the Collateral Agent shall be under a duty to examine the same to determine whether or not they substantially conform to the requirements of this Pledge Agreement.

(b) No provision of this Pledge Agreement shall be construed to relieve the Collateral Agent from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:

(i) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;

(ii) the Collateral Agent shall not be liable for any error of judgment made in good faith, unless it shall be proved that the Collateral Agent was grossly negligent in ascertaining the pertinent facts; and

(iii) no provision of this Pledge Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(c) Whether or not therein expressly so provided, every provision of this Pledge Agreement relating to the conduct or affecting the liability of or affording protection to the Collateral Agent shall be subject to the provisions of this Section.

SECTION 5.02. Certain Rights of Collateral Agent. Except as otherwise provided in Section 5.01:

(a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of National Rural mentioned herein shall be sufficiently evidenced by a National Rural Notice or National Rural Order;

(c) any request or direction of Xxxxxx Mac mentioned herein shall be sufficiently evidenced by a Xxxxxx Mac Notice or Xxxxxx Mac Order;

(d) whenever in the administration of this Pledge Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate in the case of National Rural, and a certificate signed by any Vice President of Xxxxxx Mac in the case of Xxxxxx Mac;

(e) the Collateral Agent may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(f) the Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Pledge Agreement at the request or direction of either National Rural or Xxxxxx Mac pursuant to this Pledge Agreement, unless such party shall have offered to the Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(g) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,

opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of National Rural, personally or by agent or attorney;

(h) the Collateral Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(i) unless explicitly stated herein to the contrary, the Collateral Agent shall have no duty to inquire as to the performance of National Rural’s covenants herein. In addition, the Collateral Agent shall not be deemed to have knowledge of any Event of Default unless the Collateral Agent has received a Xxxxxx Mac Notice in accordance with Section 4.01(a), and shall not be deemed to have knowledge of the cessation of the same until such time as it receives a National Rural Notice in accordance with Section 4.01(b); and

(j) unless explicitly stated herein to the contrary, the Collateral Agent shall have no obligation to take any action with respect to any Event of Default until it has received a Xxxxxx Mac Notice applicable to such event in accordance with Section 4.01(a), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable Xxxxxx Mac Notice is delivered. Similarly, the Collateral Agent shall have no obligation to take any action with respect to the cessation of an Event of Default until it has received a National Rural Notice applicable to such event in accordance in accordance with Section 4.01(b), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable National Rural Notice is delivered.

SECTION 5.03. Money Held by Collateral Agent. Money held by the Collateral Agent hereunder need not be segregated from other funds except to the extent required by law. The Collateral Agent shall have no liability to pay interest on or (except as expressly provided herein) invest any such moneys.

SECTION 5.04. Compensation and Reimbursement. (a) National Rural agrees:

(i) to pay to the Collateral Agent from time to time such reasonable compensation for all services rendered by it hereunder as shall have been set forth in an agreement signed by National Rural;

(ii) except as otherwise expressly provided herein, to reimburse the Collateral Agent upon its request for all reasonable expenses, out-of-pocket costs, disbursements and advances incurred or made by the Collateral Agent in accordance with any provision of this Pledge Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except to the extent any such expense, disbursement or advance may be attributable to its gross negligence or bad faith; and

(iii) to indemnify the Collateral Agent for, and to defend and hold it harmless against, any loss, liability or expense incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Pledge Agreement or the performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent such loss, liability or expense may be attributable to its gross negligence or bad faith; provided, however, that National Rural shall have no liability under this clause for any settlement of any litigation or other dispute effected without the prior written consent of National Rural (such consent not to be unreasonably withheld).

(b) Any such amounts payable as provided hereunder shall be additional Obligations secured by the Lien hereof. The provisions of this Section 5.04 shall remain operative and in full force and effect regardless of the termination of this Pledge Agreement or the Note Purchase Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Pledge Agreement or the Note Purchase Agreement, or any investigation made by or on behalf of the Collateral Agent or Xxxxxx Mac. All amounts due under this Section 5.04 shall be payable on written demand therefor.

SECTION 5.05. Corporate Collateral Agent Required; Eligibility. There shall at all times be a Collateral Agent hereunder which shall be a corporation or association organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Neither National Rural nor any Person directly or indirectly controlling, controlled by or under common control with National Rural shall serve as Collateral Agent hereunder. If at any time the Collateral Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

SECTION 5.06. Resignation and Removal; Appointment of Successor. (a) No resignation or removal of the Collateral Agent and no appointment of a successor Collateral Agent pursuant to this Article shall become effective until the acceptance of appointment by the successor Collateral Agent under Section 5.07.

(b) The Collateral Agent may resign at any time by giving written notice thereof to National Rural. If an instrument of acceptance by a successor Collateral Agent shall not have been delivered to the Collateral Agent within 30 days after the giving of such notice of resignation, the resigning Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent.

(i) except if an Event of Default has occurred and is continuing, National Rural, in its sole and absolute discretion, elects to remove the Collateral Agent; or

(ii) the Collateral Agent shall cease to be eligible under Section 5.05 or shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Collateral Agent or of its property shall be appointed or any public officer shall take charge or control of the Collateral Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, National Rural may remove the Collateral Agent by delivery of a National Rural Order to that effect.

(d) If the Collateral Agent shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Collateral Agent for any cause, National Rural shall promptly appoint a successor Collateral Agent by delivering a National Rural Notice to the retiring Collateral Agent, the successor Collateral Agent and Xxxxxx Mac to such effect.

SECTION 5.07. Acceptance of Appointment by Successor. Every successor Collateral Agent appointed hereunder shall execute, acknowledge and deliver to National Rural, Xxxxxx Mac and to the retiring Collateral Agent an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Collateral Agent shall become effective and such successor Collateral Agent, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Collateral Agent; but, on request of National Rural, Xxxxxx Mac or the successor Collateral Agent, such retiring Collateral Agent shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Collateral Agent all the rights, powers and trusts of the retiring Collateral Agent, and shall duly assign, transfer and deliver to such successor Collateral Agent all property and money held by such retiring Collateral Agent hereunder, subject nevertheless to its Lien, if any, provided for in Section 5.04. Upon request of any such successor Collateral Agent, National Rural shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Collateral Agent all such rights, powers and trusts.

No successor Collateral Agent shall accept its appointment unless at the time of such acceptance such successor Collateral Agent shall be eligible under Section 5.05 hereof.

SECTION 5.08. Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Collateral Agent, shall be the successor of the Collateral Agent hereunder, provided such corporation shall be eligible under Section 5.05 hereof without the execution or filing of any paper or any further act on the part of any of the parties hereto.

ARTICLE VI

Miscellaneous

SECTION 6.01. Notices. All notices and other communications hereunder to be made to any party shall be in writing and shall be addressed as specified in Schedule II attached hereto as appropriate. The address, telephone number, or facsimile number for any party may be changed at any time and from time to time upon written notice given by such changing party to the other parties hereto. A properly addressed notice or other communication shall be deemed to have been delivered at the time it is sent by facsimile (fax) transmission to the party or parties to which it is given.

(a) All National Rural Notices and National Rural Orders delivered to the Collateral Agent shall be contemporaneously copied to Xxxxxx Mac by National Rural; all Xxxxxx Mac Notices and Xxxxxx Mac Orders delivered to the Collateral Agent shall be contemporaneously copied by Xxxxxx Mac to National Rural; and all Collateral Agent notices delivered to either National Rural or Xxxxxx Mac shall be contemporaneously copied to the other such party by the Collateral Agent.

SECTION 6.02. Waivers; Amendment. (a) No failure or delay by a party in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of each party hereunder are cumulative and are not exclusive of any rights or remedies that such party would otherwise have. No waiver of any provision of this Pledge Agreement or consent to any departure by any party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party in any case shall entitle any party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Pledge Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by National Rural, the Collateral Agent and Xxxxxx Mac.

SECTION 6.03. Successors and Assigns. Whenever in this Pledge Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of National Rural, the Collateral Agent or Xxxxxx Mac that are contained in this Pledge Agreement shall bind and inure to the benefit of their respective successors and assigns.

SECTION 6.04. Counterparts; Effectiveness. This Pledge Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Pledge Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Pledge Agreement.

SECTION 6.05. Severability. Any provision of this Pledge Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 6.06. GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE UNITED STATES OF AMERICA, TO THE EXTENT APPLICABLE, AND OTHERWISE THE LAWS OF THE STATE OF NEW YORK.

SECTION 6.07. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS PLEDGE AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.07.

SECTION 6.08. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Pledge Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Pledge Agreement.

SECTION 6.09. Security Interest Absolute. All rights of the Collateral Agent and/or Xxxxxx Mac hereunder, the grant of a security interest in the Pledged Collateral and all obligations of National Rural hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Note Purchase Agreement, any Note, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Note Purchase Agreement, any Note or any other agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, National Rural in respect of the Obligations or this Pledge Agreement.

SECTION 6.10. Termination or Release. (a) This Pledge Agreement shall terminate on the date when the Collateral Agent receives a Xxxxxx Mac Notice to the effect that all of the Obligations have been indefeasibly paid in full, and at such time the Lien hereof shall be released.

(b) Upon any withdrawal, substitution or other disposal by National Rural of any Pledged Collateral that is permitted by the terms of this Pledge Agreement, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Pledged Collateral, the Lien hereof securing such Pledged Collateral shall be automatically released.

(c) In connection with any termination or release pursuant to paragraph (a) or (b) the Collateral Agent shall deliver to National Rural the Pledged Collateral and shall execute and deliver to National Rural, at National Rural’s expense, all documents that National Rural shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 6.10 shall be without recourse to or warranty by the Collateral Agent.

SECTION 6.11. 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 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 for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to be duly executed, all as of the day and year first above written.

	FEDERAL AGRICULTURAL MORTGAGE CORPORATION,
by
	/s/ XXXXX X. XXXXXXXXX
	Name: Xxxxx X. Xxxxxxxxx
	Title: Executive Vice President & CFO

	NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION,
By
	/s/ XXXXXX X. XXXXX
	Name: Xxxxxx X. Xxxxx
	Title: Sr.Vice President & Chief Financial Officer

	U.S. BANK TRUST NATIONAL ASSOCIATION,
By
	/s/ XXXXXXX X. XXXXXXX
	Name: Xxxxxxx X. Xxxxxxx
	Title:Vice President

SCHEDULE I

PLEDGE AGREEMENT

Agreed Eligible Members

Name

Black Hills Electric Co-op, Inc.

Dakota Electric Association

Xxxxxx REC, Inc.

Xxxxx-Onslow EMC

Central Electric Co-op, Inc.

Xxxx EMC

Matanuska Electric Assn., Inc.

Northern Virginia Electric Co-op

Oklahoma Electric Co-op

Magic Valley Electric Co-op, Inc.

Community Electric Co-op

Coast Electric Power Assn.

Xxxxxx Electric Co-op, Inc.

Southeastern Electric Co-op

Eau Claire Energy Co-op

Xxxxx Electric Co-op

York Electric Co-op, Inc.

Cass County Electric Co-op, Inc.

Corn Belt Energy Corporation

Panola-Xxxxxxxx Electric Co-op

Xxxxxx RECC

Xxxxxxxx EMC

Xxxxxx-Hennepin Co-op Elec. Assn.

Wiregrass Electric Co-op, Inc.

Inland Power & Light Company

Xxxxxxxxx-Xxxxxx County EMC

High West Energy, Inc.

Missoula Electric Co-op, Inc.

Victoria Electric Co-op, Inc.

Xxxxxxxx Electric Co-op, Inc.

Rock County Electric Co-op Assn.

Withlacoochee River Electric Co-op

Lane Electric Co-op

Xxxxxxx-Xxxxxx Electric Co-op, Inc.

Pedernales Electric Co-op, Inc.

McLennan County Electric Co-op

South River EMC

Co-op Light & Power Association

Lumbee River EMC

Kenergy Corporation

United REMC

Cuivre River Electric Co-op, Inc.

Sawnee EMC

Cherokee County Elec. Co-op Assn.

Kaw Valley Elec. Co-op, Inc.

Southwest Tennessee EMC

Cumberland EMC

Utilities Dist. of Western Indiana REMC

Xxxxxxx Co-op Electric Assn.

Nueces Electric Co-op, Inc.

Connexus Energy

Dixie Electric Membership Co-op

Xxxxxxxxx Electric Co-op Corp.

Intermountain REA

Southwest Louisiana EMC

Cotton Electric Co-op

Ozark Electric Co-op

Maquoketa Valley REC

Southwest Texas Elec. Co-op, Inc.

Middle Tennessee EMC

Union Power Cooperative

Midland Power Cooperative

Xxxx County Electric Co-op, Inc.

C & L Electric Co-op Corp.

First Electric Co-op Corp.

Xxxxxx Electric Co-op, Inc.

J.A.C. Electric Co-op Inc.

Blue Grass Energy Co-op Corp.

Xxx Xxxxxxx EMC

Central REC

Xxxxxxx EMC

Xxxxxx PPD

Big Country Electric Co-op

Xxxxxxxxx Xxxxx Electric Co-op

Upshur RECC

Belfalls Electric Co-op, Inc.

South Central Indiana REMC

Fairfield Electric Co-op, Inc.

Xxxxxxx County Electric Co-op, Inc.

South Central Power Company

Mountain Parks Electric, Inc.

Piedmont EMC

Sioux Valley-Southwestern Elec.

Eastern Iowa Light & Power Co-op

Xxxxxx County Electric Co-op, Inc.

Xxxxxxxx-Xxxxxx Electric Co-op

Berkeley Electric Co-op, Inc.

Xxxxxx EMC

United Power, Inc.

Xxxxx EMC

Chippewa Valley Electric Co-op

Clay Electric Co-op, Inc.

Arkansas Valley Elec. Co-op Corp.

Bluebonnet Electric Co-op, Inc.

Midstate Electric Co-op, Inc.

San Xxxxxx Electric Assn.

Diverse Power, Inc.

Wood County Electric Co-op, Inc.

Wake EMC

Oconee EMC

Xxxxxxxxxx EMC

Xxxxx Electric Assn., Inc.

Xxxxxxx County REMC

Laurens Electric Co-op, Inc.

Singing River Elec. Power Assn.

Xxxxxxx EMC

Sun River Electric Co-op, Inc.

Northeastern REMC

Xxxxx County REMC

Tri-County EMC

Southwest Electric Co-op

Xxxxxxxxxxx-Xxxxxxxxx Elec. Co-op

Xxxxxxxxx Power Cooperative

Planters EMC

Xxxxxx County REMC

Sierra Electric Co-op

Xxxxxxx-Xxxx Co. Co-op Elec. Assn.

Minnesota Valley Electric Co-op

Comanche County Elec. Co-op Assn.

Consumers Energy

Halifax EMC

Cimarron Electric Co-op

Shelby Electric Cooperative

EnergyUnited

Linn County REC

Callaway Electric Co-op

Okefenoke REMC

Lake Region Electric Co-op, Inc.

Coosa Valley Electric Co-op, Inc.

Xxxxxxx Electric Co-op

Xxxx Electric Co-op

White River Valley Elec. Co-op

Tideland EMC

Fergus Electric Co-op, Inc.

Xxxxxx Electric Co-op, Inc.

Tri-County Electric Co-op, Inc.

East-Central Iowa REC

Xxxxxxx Electric Co-op Corp.

Verdigris Valley Electric Co-op

Farmers Electric Co-op, Inc.

Lake Country Power

White County REMC

Sangre De Cristo Electric Assn.

Pitt & Xxxxxx EMC

Xxxxx County Electric Co-op Assn.

GreyStone Power Corporation

Navasota Valley Electric Co-op

Mor-Gran-Sou Electric Co-op, Inc.

Noble REMC

Xxxxxx Electric Cooperative

Peace River Electric Co-op, Inc.

Xxxxx County Electric Co-op

Kosciusko County REMC

Xxxxx-Botetourt Electric Co-op

Xxxxxxxxxx Electric Co-op, Inc.

Xxxxxxx County EMC

Caddo Electric Co-op

Amicalola EMC

PUD No. 1 of Kittitas County

Orcas Power & Light Co-op

Pointe Coupee EMC

Copper Valley Electric Assn., Inc.

Plumas-Sierra Rural Electric Co-op

Xxxxxxx County RECA

Lower Valley Energy

Lorain-Xxxxxx REC, Inc.

Xxxxxxx Electric Co-op, Inc.

Blue Ridge Electric Co-op, Inc.

Canadian Valley Electric Co-op

Xxxxx County RECC

Rio Grande Electric Co-op, Inc.

HomeWorks Tri-County Electric Co-op

Central Florida Electric Co-op

WIN Energy REMC

Xxxxxxxx-Xxxxxx Electric Co-op

Xxxxxx County REC

Xxxxxx Electric Co-op, Inc.

Southside Electric Co-op

Eastern Illini Electric Co-op

Xxxxxxxxx Valley Elec. Co-op, Inc.

Xxxxxx-Xxxxxx Electric Co-op, Inc.

Pennyrile RECC

Four County EMC

Xxxxxx XXX

Deep East Texas Elec. Co-op, Inc.

Xxxxx Xxxx Electric Co-op

Pea River Electric Co-op

Southwest Rural Electric Assn.

Flathead Electric Co-op, Inc.

Central Virginia Electric Co-op

Clay County Electric Co-op Corp.

Cullman Electric Cooperative

Consolidated Electric Co-op

Mille Lacs Electric Co-op

Three Notch EMC

Xxx Houston Electric Co-op, Inc.

Xxxxxx-Xxxxxxxxxx EMC

Highline Electric Association

Central EMC

Xxxxx County REMC

East Central Energy

Xxxxxxxx County REMC

Rappahannock Electric Co-op

Xxxxxxxx EMC

Broad River Electric Co-op, Inc.

East Central Oklahoma Elec. Co-op

Golden Valley Electric Assn., Inc.

Mid-South Electric Co-op Assn.

Duck River EMC

Xxxxx County REMC

Xxxxxxxx Electric Co-op Corp.

Valley EMC

Licking Energy Cooperative

Xxxxxxx County REMC

Xxxxxx EMC

Xxxxxxxxxx Xxxxx Electric Co-op

Great Lakes Energy Cooperative

Intercounty Electric Co-op Assn.

North Arkansas Electric Co-op, Inc.

Volunteer Electric Co-op

Surry-Yadkin EMC

Xxxxxxx EMC

Upper Cumberland EMC

Southern Pine Elec. Power Assn.

Trinity Valley Electric Co-op

Kodiak Electric Assn., Inc.

Naknek Electric Assn., Inc.

Kotzebue Electric Assn., Inc.

Nushagak Electric & Telephone Co-op, Inc.

Alaska Village Electric Co-op, Inc.

Tlingit-Haida Electrical Authority

I-N-N Electric Cooperative, Inc.

Xxxxxxx Electric Cooperative

Yakutat Power, Inc.

Xxxxxx Utilities & Electric Co-op

Unalakleet Valley Electric Co-op

Cherokee Electric Co-op

Pioneer Electric Cooperative

South Alabama Electric Co-op

Southern Pine Electric Co-op

Tallapoosa River Electric Co-op

Central Alabama Electric Co-op

North Alabama Electric Co-op

Sand Mountain Electric Co-op

Tombigbee Electric Co-op, Inc.

Xxxxxxxx DeKalb Electric Co-op

Xxxxxxxxx Electric Co-op

Franklin Electric Co-op, Inc.

Arab Electric Cooperative, Inc.

Farmers Electric Co-op Corp.

Southwest Arkansas Elec. Co-op Corp

Mississippi County Elec. Co-op

Ouachita Electric Co-op Corp.

South Central Arkansas Elec. Co-op

Ashley-Chicot Electric Co-op, Inc.

Rich Mountain Electric Co-op, Inc.

Navopache Electric Co-op, Inc.

Sulphur Springs Valley Elec. Co-op

Xxxxxx County Electric Co-op, Inc.

Trico Electric Co-op, Inc.

Mohave Electric Co-op, Inc.

Xxxxxx Valley Electric Co-op, Inc.

Navajo Tribal Utility Authority

Electrical District #2 Pinal County

Tohono X'xxxxx Utility Authority

Electrical District #5 Pinal County

Electrical District #4 Pinal County

Surprise Valley Electrification

Anza Electric Co-op, Inc.

Truckee-Xxxxxx PUD

Trinity PUD

Grand Valley Rural Power Lines

San Xxxx Valley REC, Inc.

Xxxxxx County REA

Southeast Colorado Power Assn.

Gunnison County Electric Assn.

Delta-Montrose Electric Assn.

San Xxxxxx Power Assn., Inc.

La Plata Electric Assn., Inc.

Empire Electric Assn., Inc.

Holy Cross Energy

Yampa Valley Electric Assn., Inc.

Mountain View Electric Assn., Inc.

Y-W Electric Assn., Inc.

K. C. Electric Association

White River Electric Assn., Inc.

Delaware Electric Co-op, Inc.

Suwannee Valley Electric Co-op

Sumter Electric Co-op, Inc.

West Florida Electric Co-op Assn.

Escambia River Electric Co-op, Inc.

Florida Keys Electric Co-op Assn.

Tri-County Electric Co-op, Inc.

Choctawhatchee Electric Co-op, Inc.

Gulf Coast Electric Co-op, Inc.

Glades Electric Co-op, Inc.

North Georgia EMC

Xxxxxxxx EMC

Xxxxx EMC

Xxxx EMC

Altamaha EMC

Sumter EMC

Snapping Shoals EMC

Central Georgia EMC

Xxxxx EMC

Satilla REMC

Xxxxx EMC

Washington EMC

Ocmulgee EMC

Xxxxx EMC

Habersham EMC

Blue Ridge Mountain EMC

Canoochee EMC

Little Ocmulgee EMC

Excelsior EMC

Slash Pine EMC

Middle Georgia EMC

Pataula EMC

Coastal Electric Cooperative

Coweta-Fayette EMC

Tri-State EMC

Kauai Island Utility Co-op

Xxxxxxx REC

Humboldt County REC

Xxxxxxxx County REC

Xxxxx Valley Electric Co-op

Nishnabotna Valley REC

Franklin REC

Grundy County REC

Xxxxxxx County Electric Co-op Assn.

Pella Co-op Electric Assn.

Lyon REC

Hawkeye Tri-County REC

T.I.P. Rural Electric Co-op

Woodbury County RECA

Sac County REC

Access Energy Cooperative

Osceola Electric Co-op, Inc.

Farmers Electric Co-op, Inc.

Allamakee-Xxxxxxx Elec. Co-op, Inc.

Southern Iowa Electric Co-op, Inc.

Rideta Electric Co-op, Inc.

Chariton Valley Electric Co-op

Iowa Lakes Electric Cooperative

North West Rural Electric Co-op

Western Iowa Power Co-op

Heartland Power Co-op

Prairie Energy Cooperative

Southwest Iowa Service Co-op

Northern Lights, Inc.

Clearwater Power Company

Kootenai Electric Co-op, Inc.

Idaho County Light & Power Co-op

Raft River REC, Inc.

Fall River REC, Inc.

Lost River Electric Co-op, Inc.

Salmon River Electric Co-op, Inc.

Riverside Electric Company

United Electric Co-op.

South Side Electric Lines, Inc.

Xxxxx-White Counties Electric Co-op

Farmers Mutual Electric Company

Xxxxx-Xxxxxxxx Electric Co-op

Illinois Rural Electric Cooperative

Xxxxxx Electric Co-op

Rural Electric Convenience Co-op

Enerstar Power Corp

Xxxxx Electric Cooperative

Monroe County Electric Co-operative

XxXxxxxxx Power Co-op

Western Illinois Electrical Coop.

Egyptian Electric Co-op Assn.

Xxxxxx Electric Co-op

SouthEastern Illinois Elec. Co-op

Spoon River Electric Cooperative

M.J.M. Electric Co-op, Inc.

Tri-County Electric Co-op, Inc.

Southern Illinois Electric Co-op

Xx-Xxxxxxx Energy, Inc.

Clinton County Electric Co-op, Inc.

Southwestern Electric Co-op, Inc.

Clay Electric Co-op, Inc.

Wabash County REMC

Xxxxxxxx County REMC

Xxxxx County REMC

RushShelby Energy, Inc.

Xxxxxxxxxxx County REMC

Daviess-Martin County REMC

Decatur County REMC

Xxxxxx County REMC

Central Indiana Power

Jasper County REMC

Xxx County REMC

Xxxxxxx County REMC

LaGrange County REMC

Miami-Cass County REMC

Orange County REMC

Southeastern Indiana REMC

Steuben County REMC

Xxxxxx REC, Inc.

Kankakee Valley REMC

Southern Indiana REC, Inc.

Xxxxxx County REMC

Whitewater Valley REMC

Xxxxx-Xxxxxxxx Electric Co-op Assn.

Xxxxxx-Xxxxxx Electric Coop, Inc.

DS&O Rural Electric Co-op Assn.

Sedgwick County Electric Co-op

Xxxxxx XXXX, Inc.

Doniphan Electric Co-op Assn., Inc.

Flint Hills RECA, Inc.

Prairie Land Electric Co-op Inc.

Nemaha-Xxxxxxxx Electric Co-op

Ark Valley Electric Co-op Assn.

Ninnescah RECA, Inc.

Caney Valley Electric Co-op Assn.

Radiant Electric Co-op, Inc.

Xxxx-Xxxxx Electric Co-op, Inc.

Pioneer Electric Co-op

C.M.S. Electric Co-op, Inc.

Western Co-op Electric Assn., Inc.

Victory Electric Co-op Assn., Inc.

Twin Valley Electric Co-op

Wheatland Electric Co-op, Inc.

Midwest Energy, Inc.

Xxxx-Xxxxxx Electric Co-op

Heartland REC

Bluestem Electric Co-op, Inc.

Rolling Hills Electric Co-op

Xxxxxxx Energy Cooperative

Xxxxxxx Purchase Energy Corp.

Salt River Electric Co-op Corp.

Xxxxxx County RECC

Inter-County Energy Co-op

Shelby Energy Cooperative

Farmers RECC

Xxxx Electric Cooperative, Inc.

Xxxxxxx-Xxxxxx Counties RECC

Xxxxx Energy Cooperative, Inc.

West Kentucky RECC

Xxxxx RECC

Xxxxxxx-Xxxxx Energy Co-op

South Kentucky RECC

Licking Valley RECC

Cumberland Valley Electric, Inc.

Big Xxxxx RECC

Xxxxxxx RECC

South Louisiana Electric Co-op

Washington-St. Tammany Elec. Co-op

Northeast Louisiana Power Co-op

Claiborne Electric Co-op, Inc.

Concordia Electric Co-op, Inc.

Southern Maryland Electric Co-op

Choptank Electric Co-op, Inc.

Eastern Maine Electric Co-op, Inc.

Swan's Island Electric Co-op

Fox Islands Electric Co-op

Xxxxx-Delta Co-op Electric Assn.

Presque Isle Electric & Gas Co-op

Ontonagon County REA

Thumb Electric Co-op, Inc.

Cloverland Electric Co-op

Cherryland Electric Cooperative

Midwest Energy Cooperative

Xxxxxx Co-op Light & Power Assn.

Xxxxxxx County Co-op Electric Assn.

Runestone Electric Assn.

XxXxxx Co-op Power Assn.

Tri-County Electric Co-op

Xxxxx County REA

Federated REA

Minn. Valley Co-op L & P Assn.

Xxxxxx-Waseca Co-op Electric

South Central Electric Assn.

Crow Wing Co-op Power & Light Co.

Lake Region Co-op Electrical Assn.

Kandiyohi Power Cooperative

Redwood Electric Co-op

Xxxxxxxx-Xxxxx Co-op Services

Xxxxxx Cooperative Electric

Xxxxxxxx-Xxxxxx Co-op Power Assn.

Red River Valley Co-op Power Assn.

Red Lake Electric Co-op, Inc.

Agralite Electric Cooperative

Xxxx-Xxxxxxx Electric Co-op, Inc.

Wild Rice Electric Co-op, Inc.

Itasca-Mantrap Co-op Elec. Assn.

Traverse Electric Co-op, Inc.

Xxxx-Xxxxxx Electric Co-op

P.K.M. Electric Co-op, Inc.

North Itasca Electric Co-op

North Star Electric Co-op, Inc.

Beltrami Electric Co-op, Inc.

Roseau Electric Co-op, Inc.

Clearwater-Polk Electric Co-op

Arrowhead Electric Co-op, Inc.

BENCO Electric Cooperative

Pemiscot-Xxxxxxx Electric Co-op

Missouri REC

Xxxxxx Electric Co-op

Xxxxx County XXXX

Xxxxxx County Electric Co-op

SEMO Electric Cooperative

Xxxxxxxx-Xxxx Electric Co-op

Ozark Border Electric Co-op

Macon Electric Co-op

Tri-County Electric Co-op Assn.

Consolidated Electric Co-op

Osage Valley Electric Co-op Assn.

Black River Electric Co-op

Central Missouri Electric Co-op

Platte-Clay Electric Co-op, Inc.

Farmers' Electric Co-op, Inc.

Laclede Electric Co-op

Grundy Electric Co-op, Inc.

Three Rivers Electric Co-op

Co-Mo Electric Co-op, Inc.

New-Mac Electric Co-op, Inc.

Xxxxxx-Oregon Electric Co-op, Inc.

West Central Electric Co-op, Inc.

Xxxxxxxx Electric Co-op, Inc.

Sac Osage Electric Co-op, Inc.

North Central Missouri Elec. Co-op

Citizens Electric Corp.

Se-Ma-No Electric Co-op

Gascosage Electric Co-op

Xxxxx Electric Co-op

United Electric Cooperative

Monroe County EPA

Pontotoc Electric Power Assn.

Yazoo Valley Electric Power Assn.

Coahoma Electric Power Assn.

Central Electric Power Assn.

Southwest Mississippi EPA

North East Mississippi EPA

Tallahatchie Valley EPA

Four County Electric Power Assn.

Xxxxx Electric Power Assn.

Twin County Electric Power Assn.

Delta Electric Power Assn.

Pearl River Valley Elec. Power Assn

Magnolia Electric Power Assn.

Tishomingo County EPA

East Mississippi EPA

Xxxxxxxx County Elec. Power Assn.

Tippah Electric Power Assn

Northcentral Mississippi EPA

Tombigbee EPA

Natchez Trace Electric Power

Xxxxxx County Electric Power Assn.

Ravalli County Electric Co-op, Inc.

Lower Yellowstone REA, Inc.

Vigilante Electric Co-op, Inc.

Park Electric Co-op, Inc.

Mid-Yellowstone Electric Co-op

Beartooth Electric Co-op, Inc.

Big Horn County Electric Co-op

Big Flat Electric Co-op, Inc.

Sheridan Electric Co-op, Inc.

Northern Electric Co-op, Inc.

Valley Electric Co-op, Inc.

XxXxxx Electric Co-op, Inc.

Goldenwest Electric Co-op, Inc.

Glacier Electric Co-op, Inc.

Marias River Electric Co-op, Inc.

Hill County Electric Co-op, Inc.

Tongue River Electric Co-op, Inc.

Southeast Electric Co-op, Inc.

Lincoln Electric Co-op, Inc.

Blue Ridge EMC

Roanoke Electric Cooperative

Pee Dee EMC

Harkers Island EMC

Brunswick EMC

French Broad EMC

Tri-County EMC

Cape Hatteras Electric Co-op

Albemarle EMC

Verendrye Electric Co-op, Inc.

Nodak Electric Co-op, Inc.

North Central Electric Co-op, Inc.

KEM Electric Co-op, Inc.

Mountrail-Xxxxxxxx Electric Co-op

XxXxxxxx Electric Co-op, Inc.

Xxxxx-Divide Electric Co-op, Inc.

Xxxxxx-Xxxxxx Electric Co-op, Inc.

West Plains Electric Co-op, Inc.

Slope Electric Co-op, Inc.

XxXxxx Electric Co-op, Inc.

Cavalier REC, Inc.

Northern Plains Electric Co-op

Dakota Valley Elec. Co-op

Roosevelt PPD

Chimney Rock PPD

Polk County RPPD

Xxxxxx Xxxxxxx RPPD

Xxxx County PPD

Cuming County PPD

Cedar-Xxxx PPD

Xxxxxx County RPPD

Xxxxxx County PPD

Xxxxxxx County PPD

Perennial Public Power District

Elkhorn RPPD

Southern Public Power District

Xxxxxx PPD

XxXxxx PPD

Niobrara Valley EMC

Cornhusker PPD

Xxxxxx PPD

Panhandle REMA

North Central PPD

Midwest ECC

Loup River PPD

KBR Rural Public Power District

Twin Valleys PPD

Northwest RPPD

Wheat Belt PPD

Southwest PPD

Loup Valleys RPPD

South Central PPD

Northeast Nebraska PPD

New Hampshire Electric Cooperative

Sussex REC

Central Valley Electric Co-op, Inc.

Roosevelt County Electric Co-op, Inc.

Farmers Electric Co-op, Inc.

Kit Xxxxxx Electric Co-op, Inc.

Xxxxx County Electric Co-op, Inc.

Xxxx-San Xxxxxx Electric Co-op

Northern Rio Arriba Elec. Co-op

Springer Electric Co-op, Inc.

Socorro Electric Co-op, Inc.

Central New Mexico Elec. Co-op

Continental Divide Electric Co-op

Lea County Electric Co-op, Inc.

Columbus Electric Co-op, Inc.

Southwestern Electric Co-op, Inc.

Jemez Mountains Electric Co-op

Alamo Power District #3

Xxxxxxx Power District No. 5

Xxxxx REC

Lincoln County Power District #1

Valley Electric Association

Mt. Xxxxxxx Power, Inc.

Otsego Electric Co-op, Inc.

Delaware County Electric Co-op

Steuben REC, Inc.

Oneida-Madison Electric Co-op, Inc.

Pioneer REC, Inc.

Xxxxxx-Xxxxx Electric Co-op, Inc.

Midwest Electric, Inc.

Darke REC, Inc.

Union REC, Inc.

Frontier Power Company

North Central Electric Co-op, Inc.

Tri-County REC, Inc.

Xxxxx County Co-op Pwr. & Light Assn.

North Western Electric Co-op, Inc.

Firelands Electric Co-op, Inc.

Mid Ohio Energy Co-op, Inc.

Guernsey-Muskingum Electric Co-op

Xxxxxxx-Xxxx Electric Co-op, Inc.

Buckeye REC, Inc.

Washington Electric Co-op, Inc.

Xxxxx REC, Inc.

Xxx Electric Cooperative

Alfalfa Electric Cooperative, Inc.

Red River Valley REA

People's Electric Cooperative

Northfork Electric Cooperative

Northeast Oklahoma Electric Co-op

Rural Electric Cooperative, Inc.

Kiwash Electric Co-op, Inc.

Xxxxxx Electric Assn., Inc.

Southeastern Electric Co-op, Inc.

Indian Electric Co-op, Inc.

Choctaw Electric Co-op, Inc.

Northwestern Electric Co-op, Inc.

Kiamichi Electric Co-op, Inc.

Tri-County Electric Co-op, Inc.

Xxxxxxx Hills Electric Co-op, Inc.

Consumers Power, Inc.

Umatilla Electric Co-op

Xxxxxxx Electric Co-op, Inc.

Coos-Xxxxx Electric Co-op, Inc.

Tillamook P.U.D.

Wasco Electric Co-op, Inc.

Columbia Basin Electric Co-op

West Oregon Electric Co-op, Inc.

Columbia Power Co-op Association

Xxxxxx Electric Co-op, Inc.

Oregon Trail Elec. Consumers Co-op

Hood River Electric Cooperative

Northern Wasco County P.U.D.

Northwestern RECA, Inc.

REA Energy Cooperative, Inc.

Xxxxxxxx County REC, Inc.

Tri-County REC, Inc.

Claverack Rural Electric Co-op

Central Electric Co-op, Inc.

Valley REC, Inc.

Somerset REC, Inc.

Bedford REC, Inc.

Xxxxx Electric Co-op, Inc.

United Electric Cooperative, Inc.

New Enterprise REC

Aiken Electric Co-op, Inc.

Lynches River Electric Co-op, Inc.

Edisto Electric Co-op, Inc.

Pee Dee Electric Co-op, Inc.

Marlboro Electric Co-op, Inc.

Santee Electric Co-op, Inc.

Black River Electric Co-op, Inc.

Coastal Electric Co-op, Inc.

Horry Electric Co-op, Inc.

Tri-County Electric Co-op, Inc.

Xxxxxxxx Electric Co-op

Little River Electric Co-op, Inc.

Mid-Carolina Electric Co-op, Inc.

Palmetto Electric Co-op, Inc.

Clay-Union Electric Corp.

Union County Electric Co-op, Inc.

Butte Electric Co-op, Inc.

Xxxxxxxxx Valley Electric Co-op

H-D Electric Co-op, Inc.

Xxxxxxxxx-Xxxxx Electric Co-op

Lake Region Electric Assn., Inc.

Northern Electric Co-op, Inc.

Rosebud Electric Co-op, Inc.

Bon Homme Yankton Electric Assn.

XxXxxx Electric Co-op, Inc.

Xxxxxxxxx Electric Co-op, Inc.

Cam-Wal Electric Co-op, Inc.

Xxxxxxx Mix Electric Assn., Inc.

Lacreek Electric Assn., Inc.

F.E.M. Electric Assn., Inc.

Oahe Electric Co-op, Inc.

Xxxxxx Grand Electric Co-op, Inc.

Xxxxxxx Electric Co-op, Inc.

Grand Electric Co-op, Inc.

Xxxxxx-Xxxx Electric Co-op, Inc.

West Central Electric Co-op, Inc.

Dakota Energy Cooperative, Inc.

Central Electric Cooperative

Tri-County EMC

Fort Loudoun Electric Co-op

Pickwick Electric Co-op

Tennessee Valley Electric Co-op

Sequachee Valley Electric Co-op

Plateau Electric Co-op

Xxxxxxx Electric Co-op, Inc.

Appalachian Electric Co-op

XxXxxxxxxx Utilities

Caney Fork Electric Co-op, Inc.

Forked Deer Electric Co-op, Inc.

Chickasaw Electric Co-op

Mountain Electric Co-op

Fayetteville Electric System

Xxxxxx Valley Electric Co-op

HILCO Electric Cooperative

Xxxxx-Xxxx Electric Co-op, Inc.

Deaf Xxxxx Electric Co-op, Inc.

Lighthouse Electric Co-op, Inc.

Fayette Electric Co-op, Inc.

Lamb County Electric Co-op, Inc.

Lyntegar Electric Co-op, Inc.

Xxxxxx County Electric Co-op, Inc.

Xxxxxxx County Electric Co-op, Inc.

Xxxxxxxx County Elec. Co-op Assn.

Xxxxx County Electric Co-op Assn.

Xxxxxxx County Electric Co-op, Inc.

Greenbelt Electric Co-op, Inc.

Wise Electric Co-op, Inc.

Xxxxxx Electric Co-op, Inc.

Houston County Electric Co-op, Inc.

San Xxxxxxxx Electric Co-op, Inc.

Bandera Electric Co-op, Inc.

Fort Xxxxxxx Electric Co-op, Inc.

Xxxxxxx Electric Co-op, Inc.

San Xxxxxxx Electric Co-op, Inc.

North Plains Electric Co-op, Inc.

Xxxx Xxxxxx Electric Co-op, Inc.

Central Texas Electric Co-op, Inc.

United Electric Co-op Services, Inc.

Garkane Energy Cooperative, Inc.

Moon Lake Electric Assn., Inc.

Flowell Electric Association, Inc.

Shenandoah Valley Elec. Co-op, Inc.

Northern Neck Electric Co-op, Inc.

BARC Electric Cooperative

Mecklenburg Electric Co-op

Prince Xxxxxx Electric Co-op

A & N Electric Cooperative

Vermont Electric Co-op, Inc.

Washington Electric Co-op, Inc.

Xxxxxxxx Electric Department

Xxxxxx Electric

PUD No. 1 of Klickitat County

Columbia REA, Inc.

Okanogan County Elec. Co-op

Big Bend Electric Co-op, Inc.

Nespelem Valley Elec. Co-op

PUD Xx. 0 xx Xxxxx Xxxxxx

XXX Xx. 0 xx Xxxxx Xxxxxx

OHOP Mutual Light Company

PUD No. 1 of Asotin County

Elmhurst Mutual Power & Light Co.

Parkland Light & Water Company

Peninsula Light Company

Oconto Electric Co-op

Head of the Lakes Electric Co-op

Xxxxxx Electric Cooperative

Oakdale Electric Co-op

Xxxxx Electric Co-op

Xxxxxx-Xxxxx Cooperative Services

Richland Electric Co-op

Riverland Energy Cooperative

Xxxxxx Electric Co-op

Scenic Rivers Energy Co-op

Xxxxxxx Electric Co-op

St. Croix Electric Co-op

Xxxx-Xxxxxxx Electric Co-op

Xxxxx-Columbia Electric Co-op

Jump River Electric Co-op

Price Electric Co-op, Inc.

Washington Island Elec. Co-op, Inc.

Bayfield Electric Co-op, Inc.

Central Wisconsin Electric Co-op

Xxxxxxxx XXX, Inc.

Big Horn REC

Wyrulec Company

Bridger Valley Electric Assn., Inc.

Wheatland XXX

Xxxxxxx Light & Power Co.

Carbon Power & Light, Inc.

Niobrara Electric Assn., Inc.

Powder River Energy Corp.

High Plains Power, Inc.

Black Warrior EMC

Farmers Electric Co-op-Kalona

Salem Electric

SCHEDULE II

PLEDGE AGREEMENT

Addresses for Notices

1.	The addresses referred to in Section 6.01 hereof, for purposes of delivering communications and notices, are as follows:

If to Xxxxxx Mac:

Federal Agricultural Mortgage Corporation

0000 00xx Xxxxxx, X.X., Xxxxx 000

Xxxxxxxxxx, XX 00000

Fax: 000-000-0000

Attention of: Xxxxx X. Xxxxxxxxx, Chief Financial Officer

With a copy to:

Federal Agricultural Mortgage Corporation

0000 00xx Xxxxxx, X.X., Xxxxx 000

Xxxxxxxxxx, XX 00000

Fax: 000-000-0000

Attention of: Xxxxxx X. Xxxxxx, Vice President - General Counsel

If to National Rural:

National Rural Utilities Cooperative Finance Corporation

0000 Xxxxxxxxxxx Xxx

Xxxxxxx, XX 00000-0000

Telephone: 000-000-0000

Fax: 000-000-0000

Attention of: Xxxxxx X. Xxxxx, Senior Vice President &

Chief Financial Officer

With a copy to:

National Rural Utilities Cooperative Finance Corporation

0000 Xxxxxxxxxxx Xxx

Xxxxxxx, XX 00000-0000

Telephone: 000-000-0000

Fax: 000-000-0000

Attention of: Xxxx X. List, Esq., Senior Vice President &

General Counsel

If to the Collateral Agent:

U.S. Bank Trust National Association

000 Xxxx Xxxxxx

Xxxxx 0000

Xxx Xxxx, XX 00000-0000

Telephone: (000) 000-0000

Fax: (000) 000-0000

Attention of: Xxxxxxx X. Xxxxxxx

ANNEX A

PLEDGE AGREEMENT

NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION

PLEDGE AGREEMENT DATED AS OF ________________, 2008

CERTIFICATE OF PLEDGED COLLATERAL FILED WITH

U.S. BANK TRUST NATIONAL ASSOCIATION, Collateral Agent

________________, Chief Executive Officer (or Chief Financial Officer) and ____________________, Vice-President, respectively, of National Rural Utilities Cooperative Finance Corporation, hereby certify to Federal Agricultural Mortgage Corporation and the Collateral Agent under the above-mentioned Pledge Agreement as amended to the date hereof (herein called the “Pledge Agreement”) as follows:

1.	The Allowable Amount of Pledged Collateral certified hereby, all as shown on Schedule A hereto, is	$
2.	The aggregate principal amount of the Note(s) outstanding at the date hereof is	$
3.	The aggregate amount, if any, of the Note(s) to be issued on the basis of this Certificate is	$
4.	The sum of the amounts in items 2 and 3 is	$
5.	The aggregate amount by which the Allowable Amount of Pledged Collateral exceeds the aggregate principal amount of the Note(s) outstanding (item 1 minus item 4) is	$
6.	So far as is known to the undersigned, no Event of Default exists.

All terms which are defined in the Pledge Agreement are used herein as so defined.

Dated: _____________________



	OF NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

ANNEX A

PLEDGE AGREEMENT

AVAILABLE SECURITIES

SCHEDULE A TO OFFICERS’ CERTIFICATE

DATED

Eligible Securities	Name of Issuer	Allowable Amount (Item 1)
Pledged Securities (Here List Securities)

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