fm_pledge.htm


    


    
      	
               

              FARMER
      MAC MORTGAGE

              SECURITIES
      CORPORATION,

              As
      Note Purchaser

               

              NATIONAL
      RURAL UTILITIES

              COOPERATIVE
      FINANCE CORPORATION,

              As
      Borrower

               

               

              U.S.
      BANK TRUST NATIONAL ASSOCIATION,

              As
      Collateral Agent

               

               

              FEDERAL
      AGRICULTURAL

              MORTGAGE
      CORPORATION,

              As
      Guarantor

              _______________________________

               

              PLEDGE
      AGREEMENT

              _______________________________

               

              Dated
      as of December 15, 2008

               

            


    


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


        i

      

    

    
      
        	
                TABLE OF CONTENTS

              	 
      
	 
      	 
      
	 
      	 
      
	
                ARTICLE
      I

              	 
      
	 
      	 
      
	
                Definitions

              	 
      
	
                Section
      1.01.  Definitions

              	
                3

              
	
                Section
      1.02.  Principles of Construction

              	
                6

              
	 
      	 
      
	
                ARTICLE
      II

              	 
      
	 
      	 
      
	
                Provision
      as to Pledged Collateral

              	 
      
	 
      	 
      
	
                Section
      2.01.  Holding of Pledged Securities

              	
                7

              
	
                Section
      2.02.  UCC Filings

              	
                7

              
	
                Section
      2.03.  Withdrawal and Substitution of Pledged
      Collateral

              	
                8

              
	
                Section
      2.04.  [Reserved]

              	
                8

              
	
                Section
      2.05.  Addition of Pledged Collateral

              	
                8

              
	
                Section
      2.06.  Accompanying Documentation

              	
                8

              
	
                Section
      2.07.  Renewal; Extension; Substitution

              	
                9

              
	
                Section
      2.08.  Voting Rights; Interest and Principal

              	
                9

              
	
                Section
      2.09.  Protection of Title; Payment of Taxes; Liens,
      etc

              	
                10

              
	
                Section
      2.10.  Maintenance of Pledged Collateral

              	
                11

              
	
                Section
      2.11.  Representations, Warranties and Covenants

              	
                11

              
	
                Section
      2.12.  Further Assurances

              	
                12

              
	 
      	 
      
	
                ARTICLE
      III

              	 
      
	 
      	 
      
	
                [Reserved]

              	 
      
	 
      	 
      
	
                ARTICLE
      IV

              	 
      
	 
      	 
      
	
                Remedies

              	 
      
	 
      	 
      
	
                Section
      4.01.  Events of Default

              	
                12

              
	
                Section
      4.02.  Remedies upon Default

              	
                13

              
	
                Section
      4.03.  Application of Proceeds

              	
                15

              
	
                Section
      4.04.  Securities Act

              	
                15

              
	 
      	 
      
	
                ARTICLE
      V

              	 
      
	 
      	 
      
	
                The
      Collateral Agent

              	 
      
	 
      	 
      
	
                Section
      5.01.  Certain Duties and Responsibilities

              	
                16

              
	
                Section
      5.02.  Certain Rights of Collateral Agent

              	
                17

              
	
                Section
      5.03.  Money Held by Collateral Agent

              	
                18

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        ii

      

    

     

    
      	
              Section
      5.04.  Compensation and Reimbursement

            	
              19

            
	
              Section
      5.05.  Corporate Collateral Agent Required;
      Eligibility

            	
              19

            
	
              Section
      5.06.  Resignation and Removal; Appointment of
      Successor

            	
              20

            
	
              Section
      5.07.  Acceptance of Appointment by Successor

            	
              20

            
	
              Section
      5.08.  Merger, Conversion, Consolidation or Succession to
      Business

            	
              21

            
	 
      	 
      
	
              ARTICLE
      VI

            	 
      
	 
      	 
      
	
              Miscellaneous

            	 
      
	 
      	 
      
	
              Section
      6.01.  Notices

            	
              21

            
	
              Section
      6.02.  Waivers; Amendments

            	
              21

            
	
              Section
      6.03  Successors and Assigns

            	
              22

            
	
              Section
      6.04  Counterparts; Effectiveness

            	
              22

            
	
              Section
      6.05  Severability

            	
              22

            
	
              Section
      6.06  GOVERNING LAW

            	
              22

            
	
              Section
      6.07  WAIVER OF JURY TRIAL

            	
              22

            
	
              Section
      6.08  Headings

            	
              23

            
	
              Section
      6.09  Security Interest Absolute

            	
              23

            
	
              Section
      6.10  Termination or Release

            	
              23

            
	
              Section
      6.11  Collateral Agent Appointed
Attorney-in-Fact

            	
              23

            
	 
      	 
      
	 
      	 
      
	
              Schedule
      I – Additional Criteria for Eligible Securities

            	 
      
	
              Schedule
      II – Addresses for Notices

            	 
      
	 
      	 
      
	
              Annex
      A – Form of Certificate of Pledged Collateral

            	 
      
	 
      	 
      


    

     

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    PLEDGE
AGREEMENT, dated as of December 15, 2008, among NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION, a District of Columbia cooperative association
and its successors and assigns (hereinafter called “National Rural”),
FARMER MAC MORTGAGE SECURITIES CORPORATION, (the “Purchaser”), a wholly owned
subsidiary of 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 (“Farmer Mac”), U.S.
BANK TRUST NATIONAL ASSOCIATION, a national banking association and its
successors and assigns (hereinafter called the “Collateral Agent”),
and Farmer Mac, as Guarantor.

     

    RECITALS
OF NATIONAL RURAL

     

    WHEREAS,
National Rural may from time to time issue one or more Notes to the Purchaser,
and the Purchaser 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 the
Control Party 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 the Control Party, and grants to the
Collateral Agent, its successors and assigns, for the benefit of the Control
Party, 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; 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 the Control Party
respecting the scope or priority of such security or the use and disposition of
such property or the Proceeds thereof).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    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 the Control
Party, 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:

     

    “Accounting
Requirements” shall mean any system of accounts prescribed by a federal
regulatory authority having jurisdiction over the Member or, in the absence
thereof, the requirements of GAAP applicable to businesses similar to that of
the Member.

     

    “Allowable Amount” on
any date, means with respect to Eligible Securities, the aggregate principal
amount of such Eligible Securities theretofore advanced thereon which remains
unpaid on such date.

     

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

     

    “Class A Member” means
any Class A Member of National Rural as described in National Rural’s Bylaws
currently in effect.

     

    “Class B Member” means
any Class B Member of National Rural as described in National Rural’s Bylaws
currently in effect.

     

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

     

    “Control Party” means
(i) the Guarantor, so long as no Guarantor Default has occurred and is
continuing, or (ii) the holders of the Notes for so long as a Guarantor Default
has occurred and is continuing.

     

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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    “Depreciation and
Amortization Expense” shall mean an amount
constituting the depreciation and amortization of the Member computed pursuant
to Accounting Requirements.

    


    “Eligible Member”
means any Class A Member or Class B Member of National Rural as described in
National Rural’s Bylaws currently in effect.

    


    “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 Farmer Mac or any affiliate or sold by National Rural or any affiliate to any
trust whose beneficial ownership is owned or controlled by Farmer Mac, does not
aggregate more than $35 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); (B) which is not classified by National Rural as a
non-performing loan under generally accepted accounting principles in the United
States; and (C) which otherwise satisfies the criteria set forth on Schedule I
hereto.

     

    “Equity” means the
aggregate of the Member's equities and margins computed pursuant to Accounting
Requirements.

     

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

     

    “Facility Rating”
means the facility rating assigned by National Rural to an Eligible Security
from time to time in accordance with National Rural's internal risk rating
system.

     

    “GAAP” means generally
accepted accounting principles in the United States as in effect from time to
time.

     

    “Guarantor Default”
means a default by the Guarantor under its obligations pursuant to Article IX of
the Note Purchase Agreement which is existing and continuing.

     

    “Interest Expense”
means an amount constituting the interest expense with respect to Long-Term Debt
of the Member computed pursuant to Accounting Requirements.

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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

     

    “Long-Term Debt” is
determined in accordance with the Uniform System of Accounts prescribed at the
time by RUS or, if such Member is not required to maintain its accounts in
accordance with said Uniform System of Accounts, otherwise determined in
accordance with GAAP.

     

    “Member” shall mean
any Person who is member of National Rural.

     

    “Modified Debt Service
Coverage Ratio--Distribution” shall mean the definition of Coverage Ratio
as defined in the Indenture dated October 25, 2007 by and between National Rural
Utilities Cooperative Finance Corporation and U.S. Bank National Association for
the Collateral Trust Bonds.

     

    "Modified Debt Service
Coverage Ratio--G&T" shall mean the ratio determined as follows: for
any calendar year add (i) Operating Margins, (ii) Non-Operating
Margins--Interest, (iii) Interest Expense, (iv) Depreciation and Amortization
Expense, and (v) cash received in respect of generation and transmission and
other capital credits, and divide the sum so obtained by the sum of all payments
of Principal and Interest Expense required to be made during such calendar year;
provided, however, that in the
event that any amount of Long-Term Debt has been refinanced during such year,
the payments of Principal and Interest Expense required to be made during such
year on account of such refinanced amount of Long-Term Debt shall be based (in
lieu of actual payments required to be made on such refinanced amount of
Long-Term Debt) upon the larger of (i) an annualization of the payments required
to be made with respect to the refinancing debt during the portion of such year
such refinancing debt is outstanding or (ii) the payment of Principal and
Interest Expense required to be made during the following year on account of
such refinancing debt.

    


    “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 the Control Party.

     

    “Non-Operating
Margins—Interest” means the amount representing the interest component of
non-operating margins of the Member computed pursuant to Accounting
Requirements.

     

    “Note Purchase
Agreement” means the Note Purchase Agreement dated the date hereof
between National Rural, the Purchaser and Farmer 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 the Purchaser under the Note Purchase
Agreement.

     

    “Obligations” means
the due and punctual performance of the obligations of National Rural to make
payments of principal, and interest on the Notes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    “Officers’
Certificate” means a certificate signed by any Vice President of National
Rural, and delivered to the Control Party and/or the Collateral Agent, as
applicable.

     

    “Operating Margins”
means the amount of patronage capital and operating margins of the Member
computed pursuant to Accounting Requirements.

     

    “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 and/or
Schedule B to the Certificate of Pledged Collateral most recently
delivered.

     

    “Principal” means the
amount of principal billed on account of Long-Term Debt of the Member computed
pursuant to Accounting Requirements.

     

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

     

    “RUS” mean the Rural
Utilities Service of the United States Department of Agriculture, acting by and
through the Administrator of the Rural Utilities Service, and including any
successor agencies or departments.

     

    “Total Assets Ratio”
means an amount constituting the total assets of the Member computed pursuant to
Accounting Requirements.

     

    “Total Capitalization
Ratio” means the Total Margins and Equity as a percentage of the sum of
((1)Total Margins and Equity plus (2) Long Term Debt).

     

    “Total Margins and
Equity” means the Member’s total margins and equity computed pursuant to
Accounting Requirements.

     

    “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 Farmer Mac or the Purchaser, 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 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        7

      

    

    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.

     

    (a) National
Rural shall provide to the Control Party, within thirty (30) days of a pledge of
the Pledged Securities in connection with an advance, such back-up information
as is reasonably necessary in order to allow the Control Party to confirm
compliance of such Pledged Securities to the requisite criteria as outlined
herein.  Upon receipt of the back-up information, the Control Party
shall have ninety (90) days to object in writing to the inclusion of any item of
the Pledged Securities as part of the Pledged Collateral.  If the
Control Party reasonably determines that any of the Pledged Securities do not
meet the criteria for Eligible Securities, then National Rural shall have thirty
(30) days in which to provide substitute collateral, and the timeline specified
above for National Rural to provide back-up material and confirmation shall also
apply as to the substituted collateral.

     

    (b) The
Collateral Agent, on behalf of the Control Party, 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 the Control Party, 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    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 other Eligible Securities 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 Eligible
Securities 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.

     

    SECTION
2.04. [Reserved.]

     

    SECTION
2.05. Addition of Pledged
Collateral.  At any time, National Rural may pledge additional
Eligible Securities 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.

     

    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 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        9

      

    

    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 the Control
Party delivers to the Collateral Agent a Control Party Notice of Default
suspending National Rural’s rights under this clause:

     

    (i) National
Rural shall be entitled to exercise any and all voting and/or other consensual
rights and powers inuring to an owner of Pledged Securities or any part thereof
provided that
such rights and powers shall not be exercised in any manner inconsistent with
the terms of the Note Purchase Agreement or this Pledge Agreement.

     

    (ii) The
Collateral Agent shall execute and deliver to National Rural, or cause to be
executed and delivered to National Rural, all such proxies, powers of attorney
and other instruments as National Rural may reasonably request for the purpose
of enabling National Rural to exercise the voting and/or consensual rights and
powers it is entitled to exercise pursuant to subparagraph (i)
above.

     

    (iii) National
Rural shall be entitled to receive and retain any and all interest, principal
and other distributions paid on or distributed in respect of the Pledged
Securities; provided that any
non-cash interest, principal or other distributions that would constitute
Pledged Securities if pledged hereunder, and received in exchange for Pledged
Securities or any part thereof pledged hereunder, or in redemption thereof, or
as a result of any merger, consolidation, acquisition or other exchange of
assets to which such issuer of Pledged Securities may be a party or otherwise,
shall be and become part of the Pledged Collateral, and, if received by National


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    Rural,
shall not be commingled by National Rural with any of its other funds or
property but shall be held separate and apart therefrom, shall be held in trust
for the benefit of the Collateral Agent and shall be forthwith delivered to the
Collateral Agent in the same form as so received (with any necessary
endorsement).

     

    (b) If an
Event of Default shall have occurred and be continuing, then, to the extent such
rights are suspended by the applicable Control Party Notice of Default, all
rights of National Rural to interest, principal or other distributions that
National Rural is authorized to receive pursuant to paragraph (a)(iii) of
this Section 2.08 shall cease, and all such
suspended rights shall thereupon become vested in the Collateral Agent, which
shall have the sole and exclusive right and authority to receive and retain such
interest, principal or other distributions.  All interest, principal
or other distributions received by National Rural contrary to the provisions of
this Section 2.08 shall be held in trust for
the benefit of the Collateral Agent, shall be segregated from other property or
funds of National Rural and shall be forthwith delivered to the Collateral Agent
in the same form as so received (with any necessary endorsement).  Any
and all money and other property paid over to or received by the Collateral
Agent pursuant to the provisions of this paragraph (b) shall be retained by the
Collateral Agent in an account to be established by the Collateral Agent upon
receipt of such money or other property and shall be applied in accordance with
the provisions of Section 4.03 to the fullest
extent permitted by applicable law.  After all Events of Default have
ceased, the Collateral Agent shall promptly repay to National Rural (without
interest) all interest, principal or other distributions that National Rural
would otherwise be permitted to retain pursuant to the terms of paragraph
(a)(iii) of this Section 2.08 and that remain
in such account.

     

    (c) If an
Event of Default shall have occurred and be continuing, then, to the extent such
rights are suspended by the applicable Control Party Notice of Default, all
rights of National Rural to exercise the voting and consensual rights and powers
it is entitled to exercise pursuant to paragraph (a)(i) of this
Section 2.08, and the obligations of the
Collateral Agent under paragraph (a)(ii) of this Section 2.08, shall cease, and all such rights shall thereupon
become vested in the Collateral Agent, which shall have the sole and exclusive
right and authority to exercise such voting and consensual rights and powers;
provided that
the Collateral Agent shall have the right from time to time during the existence
of such Event of Default to permit National Rural to exercise such rights and
powers.

     

    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;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    (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 the Control Party, 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 Farmer Mac or the
Control Party, 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 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    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

     

    [Reserved]

     

     

    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 Control Party Notice
or National Rural Notice stating that an Event of Default exists and specifying
the particulars of such default in reasonable detail; and

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    (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 Control Party
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
event has ceased to exist, provided that the
Collateral Agent does not receive a Control Party Notice within such timeframe
disputing the cessation of such Event of Default, and further provided that
no additional Control Party Notice of Default shall have been received in
respect of any other subsisting Event(s) of Default.  Upon receipt of
any National Rural Notice under subparagraph (ii) of this Subsection, the
Collateral Agent shall provide a copy of such National Rural Notice to the
Control Party.

     

    SECTION
4.02. Remedies upon
Default.  If an Event of Default shall have occurred and be
continuing, the Control Party may issue a notice (a “Control Party 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 the Control Party in its
sole and absolute discretion) without waiving or otherwise affecting the Control
Party’s rights to give additional Control Party 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 Control
Party 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 the Control Party, 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 the Control Party 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.

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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    (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, the Control Party 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 the Control Party from National Rural as a credit
against the purchase price, and the Control Party 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    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 the Control Party
in full of the Obligations;
such payment to be for an amount certified in a Control Party
Notice delivered to the Collateral Agent as being the amount due and owing to
the Control
Party 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 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    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 faith deem
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;

     

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

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    (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 the Control Party mentioned herein shall be sufficiently
evidenced by a Control Party Notice or Control Party 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 the Control Party in the case of the
Control Party;

     

    (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 the Control Party pursuant to this Pledge Agreement,
unless such party shall have offered to the Collateral Agent reasonable security
or 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    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
Control Party 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 Control Party 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 Control
Party 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.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    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 the Control
Party.  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


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    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 the Control Party 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, the Control
Party 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, the Control Party 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


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        21

      

    

    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 the Control Party by National Rural;
all Control Party Notices and Control Party Orders delivered to the Collateral
Agent shall be contemporaneously copied by Farmer Mac to National Rural; and all
Collateral Agent notices delivered to either National Rural or Farmer 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 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        22

      

    

    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, the Purchaser and Farmer
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, the Purchaser, the Control Party
or Farmer 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 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        23

      

    

    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 the
Control Party 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 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


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        24

      

    

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

     

    [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.

    
       

      
        
          	
                  
                    FARMER
      MAC MORTGAGE

                    SECURITIES
      CORPORATION,

                  

                
	
                  by

                
	 
      	/s/
      JEROME G. OSLICK
	 
      	
                  Name:
      Jerome G. Oslick

                
	 
      	
                  Title:
      VP and Secretary

                


        

      

      
 

    

    
      
        	
                FEDERAL
      AGRICULTURAL

                MORTGAGE
      CORPORATION,

              
	
                by

              
	 
      	/s/
      TIMOTHY L. BUZBY  
	 
      	
                Name:
      Timothy L. Buzby

              
	 
      	
                Title:
      VP - Controller

              


      

    

    


    
       

      
        
          	
                  
                    NATIONAL
      RURAL UTILITIES COOPERATIVE FINANCE CORPORATION,

                  

                
	
                  by

                
	 
      	/s/ RICHARD LAROCHELLE 
      
	 
      	
                  Name:
      Richard Larochelle

                
	 
      	
                  Title:
      SVP, Corporate Relations

                




        
          
            
              	
                      
                        U.S.
      BANK TRUST NATIONAL ASSOCIATION,

                      

                    
	
                      by

                    
	 
      	 
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    




          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


       

      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.

      
         

        
          
            	
                    
                      FARMER
      MAC MORTGAGE

                      SECURITIES
      CORPORATION,

                    

                  
	
                    by

                  
	 
      	 
	 
      	
                    Name:
      

                  
	 
      	
                    Title:
      

                  


          

        

        
 

      

      
        
          	
                  FEDERAL
      AGRICULTURAL

                  MORTGAGE
      CORPORATION,

                
	
                  by

                
	 
      	 
	 
      	
                  Name:
      

                
	 
      	
                  Title:
      VP - Controller

                


        

      

      


      
         

        
          
            	
                    
                      NATIONAL
      RURAL UTILITIES COOPERATIVE FINANCE CORPORATION,

                    

                  
	
                    by

                  
	 
      	 
	 
      	
                    Name:
      

                  
	 
      	
                    Title:
      

                  




          
            
              
                	
                        
                          U.S.
      BANK TRUST NATIONAL ASSOCIATION,

                        

                      
	
                        by

                      
	 
      	/s/ BEVERLY A. FREENEY 
      
	 
      	
                        Name:
      Beverly A. Freeney

                      
	 
      	
                        Title:
      Vice
President

                      




            

          

        

      

    

    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


        
          SCHEDULE I

          TO

          PLEDGE
AGREEMENT

           

        

      

    


    ADDITIONAL
CRITERIA FOR ELIGIBLE SECURITIES1

    


    Criteria for Eligible
Security of Class A Eligible Member:  Each Class A Eligible
Member must satisfy the following criteria only on the date of the pledge of
such Eligible Security:

    


    
      	
              ·  

            	
              Long-Term
      Debt to Net Utility Plant Ratio, as the average ratio of the most recent
      three full calendar years for which financial information is available,
      does not exceed 90%.

            


    

    


    
      	
              ·  

            	
              Modified
      Debt Service Coverage Ratio--Distribution, as the average ratio of the
      most recent three full calendar years for which financial information is
      available, is greater than or equal to
1.35.

            


    

    


    
      	
              ·  

            	
              Equity
      to Total Assets Ratio, as the average ratio of the most recent three full
      calendar years for which financial information is available, is greater
      than or equal to 20%.

            


    

    


    
      	
              ·  

            	
              The
      Eligible Security has a facility rating by National Rural of “4.9” or
      lower.

            


    

    


    Criteria for Eligible
Security of Class B Eligible Member:  Each Class B Eligible
Member must satisfy the following criteria only on the date of the pledge of
such Eligible Security:

    


    
      	
              ·  

            	
              Equity
      to Total Capitalization Ratio, as the average ratio of the most recent
      three full calendar years for which financial information is available, is
      greater than or equal to 25%.

            


    

    


    
      	
              ·  

            	
              Modified
      Debt Service Coverage Ratio--G&T, as the average ratio of the most
      recent three full calendar years for which financial information is
      available, is greater than or equal to
1.10.

            


    

    


    
      	
              ·  

            	
              Equity
      to Total Assets Ratio, as the average ratio of the most recent three full
      calendar years for which financial information is available, is greater
      than or equal to 10%.

            


    

    


    
      	
              ·  

            	
              The
      Eligible Security has a facility rating by National Rural of “4.9” or
      lower.

            


    

    

      

    

     1The
criteria set forth on this Schedule I shall be required to be satisfied only as
of the date of pledge of (1) any Pledged Securities that is being pledged for a
new advance or (2) any Pledged Securities that is being pledged for an existing
advance which is in substitution of, or in addition to, existing collateral, and
such criteria shall not be required to be satisfied with respect to Eligible
Securities after such date.


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


        
          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 the
Purchaser or Farmer Mac:

     

    Federal Agricultural Mortgage
Corporation

    1133 21st Street
N.W., Suite 600

    Washington, DC 20036

    Fax:  202-872-7713

    Attention: Timothy L. Buzby, Vice
President/Controller

    


    If to
Farmer Mac:

     

    Federal
Agricultural Mortgage Corporation

    1133 21st
Street, N.W., Suite 600

    Washington,
DC 20036

    Fax:  202-872-7713

    Attention
of: Timothy L. Buzby, Vice President/Controller

     

    With a
copy to:

     

    Federal
Agricultural Mortgage Corporation

    1133 21st
Street, N.W., Suite 600

    Washington,
DC 20036

    Fax:  202-872-7713

    Attention
of: Jerome G. Oslick, Vice President - General Counsel

     

    If to
National Rural:

     

    National
Rural Utilities Cooperative Finance Corporation

    2201
Cooperative Way

    Herndon,
VA 20171-3025

    Telephone:  703-709-6718

    Fax:  703-709-6779

    Attention
of: Steven L. Lilly, Senior Vice President &

    Chief
Financial Officer

    

      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


          
            SCHEDULE II

            TO

            PLEDGE
AGREEMENT

             

          

        

      

    

    With a
copy to:

    


    National
Rural Utilities Cooperative Finance Corporation

    2201
Cooperative Way

    Herndon,
VA 20171-3025

    Telephone:  703-709-6712

    Fax:  703-709-6811

    Attention
of: John J. List, Esq., Senior Vice President &

       General
Counsel

    If to the
Collateral Agent:

     

    U.S. Bank
Trust National Association

    100 Wall
Street

    Suite
1600

    New York,
NY 10005-3701

    Telephone:  (212)
361-2893

    Fax:  (212)
509-3384

    Attention
of: Beverly A. Freeney

    


     

    
      
        
        

         


      

      
         


        
          

        

      

      
         


        
          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 the Control Party 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,
      remaining on deposit with the Collateral Agent, as 

                          shown
      on Schedule
      A hereto, is

                           

                           

                           

                        	
                          $

                        
	
                          2.

                        	
                          The
      Allowable Amount of Pledged Collateral certified 

                          hereby,
      being deposited as shown on Schedule B
      hereto, is

                           

                        	
                          $

                        
	
                          3.

                        	
                          The
      aggregate principal amount of the Note(s) outstanding 

                          at
      the date hereof is

                           

                        	
                          $

                        
	
                          4.

                        	
                          The
      aggregate amount, if any, of the Note(s) to be issued 

                          on
      the basis of this Certificate is

                           

                        	
                          $

                        
	
                          5.

                        	
                          The
      sum of amounts in items 3 and 4 is

                           

                        	
                          $

                        
	
                          6.

                        	
                          The
      aggregate amount by which the Allowable Amount of 

                          Pledged
      Collateral exceeds the aggregate principal amount 

                          of
      the Note(s) outstanding (item 1 plus 2 and minus 5) is

                           

                        	
                          $

                        
	
                          7.

                        	
                          The
      Allowable Amount of Pledged Collateral which is 

                          included
      in items 1 and  2 above from Class B Eligible 

                          Members
      does not constitute more than 20% of the 

                          aggregate
      amount of any notes or bonds: (1) pledged 

                          hereunder;
      (2) pledged to secure any other notes or bonds 

                          issued
      by National Rural or any affiliate to Farmer Mac or 

                          any
      affiliate; (3) sold by National Rural or any affiliate to 

                          Farmer
      Mac or any affiliate; or (4) sold to any trust whose 

                          beneficial
      ownership is owned or controlled by Farmer 

                          Mac
      or an affiliate.

                           

                        	 
      


                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                8.

                              	
                                
                                  To
      the knowledge of the undersigned, each Eligible 

                                  Security
      from Class A Eligible Member the Allowable 

                                  Amount
      of which is included in item 2 satisfies the 

                                  following
      criteria on the date of this Certificate:  (1)
Long-

                                  Term
      Debt to Net Utility Plant Ratio, as the average ratio 

                                  of
      the most recent three full calendar years for which 

                                  financial
      information is available, does not exceed 90%; (2) 

                                  Modified
      Debt Service Coverage Ratio--Distribution, as 

                                  the
      average ratio of the most recent three full calendar 

                                  years
      for which financial information is available, is greater 

                                  than
      or equal to 1.35; (3) Equity to Total Assets Ratio, as 

                                  the
      average ratio of the most recent three full calendar 

                                  years
      for which financial information is available, is greater 

                                  than
      or equal to 20%; and (4) the Eligible Security has a 

                                  Facility
      Rating by National Rural of “4.9” or better.

                                   

                                

                              	 
      
	
                                9.

                              	
                                
                                  To
      the knowledge of the undersigned, each Eligible 

                                  Security
      from Class B Eligible Member the Allowable 

                                  Amount
      of which is included in item 2 satisfies the 

                                  following
      criteria on the date of this Certificate:  (1) Equity
      

                                  to
      Total Capitalization Ratio, as the average ratio of the 

                                  most
      recent three full calendar years for which financial 

                                  information
      is available, is greater than or equal to 25%; 

                                  (2)
      Modified Debt Service Coverage Ratio--G&T, as the 

                                  average
      ratio of the most recent three full calendar years for 

                                  which
      financial information is available, is greater than or 

                                  equal
      to 1.10; (3) Equity to Total Assets Ratio, as the 

                                  average
      ratio of the most recent three full calendar years for 

                                  which
      financial information is available, is greater than or 

                                  equal
      to 10%; and (4) the Eligible Security has a Facility 

                                  Rating
      by National Rural of “4.9” or better.

                                

                                 

                              	 
      
	
                                10.

                              	
                                So
      far as is known to the undersigned, no Event of Default
      exists.

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

     

    
       

      
        
          
          

           


        

        
           


          
            

          

        

        
           


          
            ANNEX
A

            TO

            PLEDGE
AGREEMENT

             

          

        

      



     

     

    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

           

        

      

    


    PLEDGED
SECURITIES ON DEPOSIT

     

    SCHEDULE
A TO OFFICERS’ CERTIFICATE

    DATED

     

    


    
      	
              
                Eligible
      Securities

              

            	
              
                Name
      of Issuer

              

            	
              
                Allowable
      Amount (Item 1)

              

            
	
              Pledged
      Securities

                 (Here List
      Securities)........

            	 
      	 
      


    

    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


        
          ANNEX
A

          TO

          PLEDGE
AGREEMENT

        

      

    


    PLEDGED
SECURITIES BEING DEPOSITED

     

    SCHEDULE
B TO OFFICERS’ CERTIFICATE

    DATED

     

    


    
      	
              
                Eligible
      Securities

              

            	
              
                Name
      of Issuer

              

            	
              
                Allowable
      Amount (Item 2)

              

            
	
              Pledged
      Securities

                 (Here List
      Securities).......