Contract
Exhibit 4.23
|
FEDERAL
AGRICULTURAL
MORTGAGE
CORPORATION
NATIONAL
RURAL UTILITIES
COOPERATIVE
FINANCE CORPORATION
U.S.
BANK TRUST NATIONAL ASSOCIATION
_______________________________
_______________________________
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
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
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.
(c) If at any
time:
(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
TO
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.
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
TO
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
TO
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
TO
PLEDGE
AGREEMENT
AVAILABLE
SECURITIES
SCHEDULE
A TO OFFICERS’ CERTIFICATE
DATED
|
Eligible
Securities
|
Name
of Issuer
|
Allowable
Amount (Item 1)
|
|
Pledged
Securities
(Here
List Securities)
|
