FEDERAL NATIONAL MORTGAGE ASSOCIATION ISSUE SUPPLEMENT. Dated as of May 1, 2010

Transcription

1 FINAL VERSION FEDERAL NATIONAL MORTGAGE ASSOCIATION ISSUE SUPPLEMENT Dated as of May 1, 2010 TO REMIC MASTER TRUST AGREEMENT Dated as of May 1, 2010 for GUARANTEED REMIC PASS-THROUGH CERTIFICATES Series Designation Issue Date May 1, 2010 THIS ISSUE SUPPLEMENT accompanies and supplements a certain REMIC Master Trust Agreement, dated as of May 1, 2010 (the Trust Agreement ), published by the Federal National Mortgage Association ( Fannie Mae ). Unless otherwise specified, certain words and phrases appearing herein, characterized by initial capital letters, are defined in such Trust Agreement and will have the meanings so defined. The collective terms of such Trust Agreement and this Issue Supplement will govern the composition of the Trust Fund, the beneficial ownership of which is evidenced by the Series of Certificates having the above designation, and have no applicability to any other trust fund. If any provision of this Issue Supplement conflicts with or contradicts a provision of the Trust Agreement, the provisions of this Issue Supplement will control. By its publication of this Issue Supplement, Fannie Mae will be deemed to have declared its intent that each of the Lower Tier REMIC, Middle Tier REMIC and Upper Tier REMIC formed under the Trust Agreement and this Issue Supplement will constitute, and the affairs of each of the Lower Tier REMIC, Middle Tier REMIC and Upper Tier REMIC will be conducted so as to qualify as, a REMIC pursuant to Section 860D of Subchapter M of Chapter 1 of the Internal Revenue Code. The date designated as the startup day of each such REMIC within the meaning of Section 860G(a)(9) of the Internal Revenue Code will be the Settlement Date. With respect to the Series of Guaranteed REMIC Pass-Through Certificates having the above designation, Fannie Mae has deposited into the Trust Fund the Mortgage-Backed Securities specified in the Mortgage-Backed Security Schedule, and intends to issue hereunder the Classes of REMIC Certificates specified in the Prospectus Supplement. Section 1. Applicable Trust Agreement Provisions. The following terms defined in Section 1.01 of the Trust Agreement will have the following meanings for the Series of Certificates authorized hereby:

2 Issue Date: May 1, Prospectus Supplement: The Prospectus Supplement dated May 25, 2010, as supplemented by a Supplemented dated May 27, 2010, relating to the Guaranteed REMIC Pass- Through Certificates, Fannie Mae REMIC Trust , as the same may be amended or supplemented from time to time. Residual Certificate: The Class 56-R Certificate, Class 56-RL Certificate or Class 56-RM Certificate, as the context requires. Settlement Date: May 28, Trust Fund: The assets of the Trust, consisting of (i) the Mortgage-Backed Securities and all proceeds thereof, (ii) the Certificate Account and all amounts held therein or credited thereto, (iii) the Cash Deposit and (iv) the right to receive payments under the Guaranty, but excluding any interest earnings or other investment earnings on any of the assets of the Trust when held pursuant to the Trust Agreement in any account established under the Trust Agreement. Section 2. Additional Defined Terms. Whenever used in this Issue Supplement, the following words and phrases will have the following meanings: Cash Deposit: An amount of $43,592.20, which shall be deposited with the Trustee on the Issue Date, and which shall be held by the Trustee as an asset of the Trust Fund. Cash Deposit Distribution Amount: With respect to each Distribution Date, an amount equal to 0.1% of the reduction in notional principal balance of the Group 5 SMBS on that Distribution Date. Certificate Distribution Amount: As to any Distribution Date, an amount equal to the sum of (i) all interest accrued on the then outstanding Certificates for the related Interest Accrual Period, (ii) the Cash Flow Distribution Amount for that Distribution Date, and (iii) the Cash Deposit Distribution Amount for that Distribution Date; provided, however, that the Trustee, in calculating or causing to be calculated the amount to be distributed on any Distribution Date, will make any adjustments as are necessary to reconcile prior payments made in error. Lower Tier REMIC: The portion of the Trust Fund as to which a REMIC election is made that consists of (i) the Mortgage-Backed Securities and all proceeds thereof; (ii) the Certificate Account for such Trust and all amounts held therein or credited thereto; and (iii) the Cash Deposit. Section 3. Additional Provisions. 2

3 The following provisions are hereby added to the Trust Agreement solely in connection with the Series of Certificates authorized by this Issue Supplement. (a) Agreement: The following provisos are hereby inserted at the end of Section 3.02 of the Trust ; provided, however, that the Cash Deposit Distribution Amount shall be applied as principal allocated to Lower Tier Interest 20 such that, after giving effect to such applications of principal, the Class Balance of Lower Tier Interest 20 shall be equal to 0.1% of the notional principal balance of the Group 5 SMBS. (b) Agreement: The following provisos are hereby inserted at the end of Section 3.04 of the Trust ; provided, however, that the Cash Deposit Distribution Amount shall be applied as principal allocated to Middle Tier Interest 20 such that, after giving effect to such applications of principal, the Class Balance of Middle Tier Interest 20 shall be equal to 0.1% of the notional principal balance of the Group 5 SMBS. (c) Pursuant to Section 4.02(c) of the Trust Agreement, the AF and BF Classes of Depository Certificates will be represented by global certificates substantially in the form of Exhibit C-1 to this Issue Supplement, the BO Class of Depository Certificates will be represented by a global certificate substantially in the form of Exhibit C-2 to this Issue Supplement, the AS and BS Classes of Depository Certificates will be represented by global certificates substantially in the form of Exhibit C-3 to this Issue Supplement, and the XS Class of Depository Certificates will be represented by a global certificate substantially in the form of Exhibit C-4 to this Issue Supplement. 3

4 EXHIBIT A MORTGAGE-BACKED SECURITY SCHEDULE [To be attached or, if not attached, prepared in electronic format pursuant to Section 2.07 of the Trust Agreement.] A-1

5 EXHIBIT B MIDDLE TIER SCHEDULE Middle Tier Original Final Interest Companion Class Interest Distribution Designation Classes Balance Rate Date MT-1 MG $157,552, % (1) MT-2 ME 21,323, % (1) MT-3 MO, MI, MJ 12,821, % (1) MT-4 QA 5,150, % (1) MT-5 QC 2,939, % (1) MT-6 QB 925, % (1) MT-7 UF 35,488,800 (2) (1) MT-8 UW 2,800,000 (2) (1) MT-9 UO 3,044,402 (3) (1) MT-10 US 4,010,775 (2) (1) MT-11 UQ 750,000 (2) (1) MT-12 UT 696,023 (2) (1) MT-13 UK 2,500,000 (2) (1) MT-14 FL, SA 76,288, % (1) MT-15 BA, BI 67,000, % (1) MT-16 BC, BI 10,000, % (1) MT-17 BD 32,538, % (1) MT-18 CB 40,657, % (1) MT-19 BP, PI 226,991, % (1) MT-20 BO, XS 43, (4) (1) MT-21 AF, AS 92,425, (4) (1) MT-22 BF, BS 16,554, (4) (1) MT-23 NA, NI 47,340, % (1) Class RM (5) (5) B-1-1

6 (1) The Final Distribution Date for this Class will be the same as the Final Distribution Date for the related Companion Class(es); provided, however, that if this Class has two or more Companion Classes and their Final Distribution Dates are not the same, the Final Distribution Date for this Class will be the same as the Final Distribution Date for the related Companion Class having the latest (or later, as the case may be) Final Distribution Date. (2) This Class will bear interest at the same rate as the related Companion Class. (3) This Class will be a principal only Class and will not bear interest. (4) This Class will bear interest at a rate equal to 1,000 multiplied by the weighted average of the interest rates on Lower Tier Interests LT-20 and LT-21, where the interest rate on LT-21 is first divided by 1,000. (5) The RM Certificate will not have a Class Balance and will not bear interest. B-1-2

7 EXHIBIT B LOWER TIER SCHEDULE Lower Tier Original Final Interest Companion Class Interest Distribution Designation Classes Balance Rate Date LT-1 MG $157,552, % (1) LT-2 ME 21,323, % (1) LT-3 MO, MI, MJ 12,821, % (1) LT-4 QA 5,150, % (1) LT-5 QC 2,939, % (1) LT-6 QB 925, % (1) LT-7 UF 35,488,800 (2) (1) LT-8 UW 2,800,000 (2) (1) LT-9 UO 3,044,402 (3) (1) LT-10 US 4,010,775 (2) (1) LT-11 UQ 750,000 (2) (1) LT-12 UT 696,023 (2) (1) LT-13 UK 2,500,000 (2) (1) LT-14 FL, SA 76,288, % (1) LT-15 BA, BI 67,000, % (1) LT-16 BC, BI 10,000, % (1) LT-17 BD 32,538, % (1) LT-18 CB 40,657, % (1) LT-19 BP, PI 226,991, % (1) LT-20 BO, XS 43, % (1) LT-21 AF, AS, BF, BS, 108,980, % (1) XS LT-22 AF, AS, BF, BS, XS (4) 5.000% (1) LT-23 NA, NI 47,340, % (1) Class RL (5) (5) B-2-1

8 (1) The Final Distribution Date for this Class will be the same as the Final Distribution Date for the related Companion Class(es); provided, however, that if this Class has two or more Companion Classes and their Final Distribution Dates are not the same, the Final Distribution Date for this Class will be the same as the Final Distribution Date for the related Companion Class having the latest (or later, as the case may be) Final Distribution Date. (2) This Class will bear interest at the same rate as the related Companion Class. (3) This Class will be a principal only Class and will not bear interest. (4) This Class will be a notional Class and will have a notional principal balance equal at all times to 99.9% of the aggregate outstanding notional principal balance of the Group 5 SMBS (as specified in the Prospectus Supplement). (5) The RL Certificate will not have a Class Balance and will not bear interest. B-2-2

9 EXHIBIT C-1 FORM OF [AF][BF] CLASS REMIC CERTIFICATE THIS CLASS 56-[AF][BF] REMIC CERTIFICATE, TOGETHER WITH INTEREST THEREON, IS NOT GUARANTEED BY THE UNITED STATES AND DOES NOT CONSTITUTE A DEBT OR OBLIGATION OF THE UNITED STATES OR ANY AGENCY OR INSTRUMENTALITY THEREOF OTHER THAN FANNIE MAE. THIS CLASS 56-[AF][BF] REMIC CERTIFICATE REPRESENTS A REGULAR INTEREST IN A REAL ESTATE MORTGAGE INVESTMENT CONDUIT AS THOSE TERMS ARE DEFINED IN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THIS CLASS 56-[AF][BF] REMIC CERTIFICATE IS A GLOBAL CERTIFICATE REPRESENTING THE OWNERSHIP OF THE ENTIRE CLASS OF REMIC CERTIFICATES REFERRED TO BELOW. REGISTRATION OF ANY TRANSFER OF OWNERSHIP OF THIS CERTIFICATE MAY BE MADE ONLY IN WHOLE AND ONLY TO AN ENTITY THAT IS A CLEARING CORPORATION AS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK OR TO A SIMILARLY QUALIFIED ENTITY SELECTED OR APPROVED BY FANNIE MAE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( DTC ), TO FANNIE MAE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. C-1-1

10 Pursuant to a REMIC Master Trust Agreement Dated as of May 1, 2010 and Issue Supplement dated as of May 1, 2010 Guaranteed REMIC Pass-Through Certificate evidencing an undivided beneficial ownership interest in Fannie Mae REMIC Trust Issued by FANNIE MAE Class: 56-[AF][BF] Original Class Balance: $ Issue Date: May 1, 2010 Variable Interest Rate: Certificate No.: 1 Final Distribution Date: June 2040 CUSIP No.: Registered Holder: Cede & Co. Taxpayer Identification Number: FEDERAL NATIONAL MORTGAGE ASSOCIATION, a body corporate organized and existing under the laws of the United States ( Fannie Mae, which term includes any successor), in its corporate capacity, for value received, hereby promises to distribute to the Registered Holder identified above or registered assigns (the Holder ), subject to the terms and conditions of the REMIC master trust agreement dated as of May 1, 2010, as supplemented by an issue supplement dated as of May 1, 2010 relating to Fannie Mae REMIC Trust (the Trust Agreement ), between Fannie Mae in its corporate capacities as issuer and guarantor, and Fannie Mae as trustee (the Trustee ), the principal sum equal to the principal amount stated above from time to time as provided in the Trust Agreement, on the 25th day of each month (or, if such 25th day is not a Business Day, on the first Business Day next succeeding such 25th day) (each, a Distribution Date ), commencing in June 2010 and ending on or before the Final Distribution Date specified above, and to distribute interest at the variable Interest Rate described in the Prospectus Supplement (computed on the basis of a 360- day year of twelve 30-day months) on the remaining principal amount of this Class 56- [AF][BF] REMIC Certificate from time to time, computed as provided in the Trust Agreement, until the Class Balance of the Class 56-[AF][BF] REMIC Certificates has been reduced to zero. This Class 56-[AF][BF] REMIC Certificate represents a regular interest in a real estate mortgage investment conduit as those terms are defined in the Internal Revenue Code of 1986, as amended. This Class 56-[AF][BF] REMIC Certificate is one of a duly authorized issue of Guaranteed REMIC Pass-Through Certificates of Fannie Mae (herein called the REMIC Certificates ), representing the beneficial ownership of Fannie Mae REMIC Trust (herein called the Trust Fund ), all issued and to be issued under the Trust Agreement, to which Trust Agreement and all amendments and trust agreements supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Issuer, the C-1-2

11 Guarantor, the Trustee and the Holders of the REMIC Certificates of each Class thereof and the terms upon which this Class 56-[AF][BF] REMIC Certificate is, and is to be, authenticated and made available. All capitalized terms used in this Class 56-[AF][BF] REMIC Certificate that are defined in the Trust Agreement will have the meanings assigned to them in the Trust Agreement, as so supplemented or amended. Beneficial ownership of the Class 56-[AF][BF] REMIC Certificates may be held only in book-entry form through the Holder hereof and its participating member firms. The Holder hereof, by its acceptance of this Certificate, agrees to be bound by the Trust Agreement. The Holder of this Certificate agrees to, and will be bound by, the book-entry procedures set forth in the Trust Agreement. Distributions on this Class 56-[AF][BF] REMIC Certificate will be made by wire transfer in immediately available funds by the Paying Agent not later than the related Distribution Date to the Certificateholder as of the preceding Record Date as it appears on the Certificate Register or to its nominee; provided, however, that the final distribution in respect of this Class 56-[AF][BF] REMIC Certificate will be made only upon presentation and surrender of this Class 56-[AF][BF] REMIC Certificate at the Corporate Trust Office of the Paying Agent as specified in the Trust Agreement. Any reduction in the principal amount of this Class 56- [AF][BF] REMIC Certificate (or any predecessor Class 56-[AF][BF] REMIC Certificate) effected by any payments made on any Distribution Date will be binding upon all future Holders of this Class 56-[AF][BF] REMIC Certificate and of any Class 56-[AF][BF] REMIC Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not noted hereon. The Record Date for each Distribution Date is the last day of the month preceding the month in which such Distribution Date occurs. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of Fannie Mae and the rights of the Certificateholders under the Trust Agreement at any time by the Issuer and the Trustee with the consent of the Holders of REMIC Certificates of each Class representing not less than 51% of the Voting Rights of such Class. Any such consent by the Holder of this Class 56-[AF][BF] REMIC Certificate will be conclusive and binding on such Holder and upon all future Holders of this Class 56-[AF][BF] REMIC Certificate and of any Class 56-[AF][BF] REMIC Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Class 56-[AF][BF] REMIC Certificate. The Trust Agreement also permits the amendment thereof in certain limited circumstances, without the consent of the Holders of any of the REMIC Certificates. This Class 56-[AF][BF] REMIC Certificate is issuable only as a registered Class 56- [AF][BF] REMIC Certificate. As provided in the Trust Agreement and subject to certain limitations set forth therein, the transfer of this Class 56-[AF][BF] REMIC Certificate is registrable in the Certificate Register of the Trustee upon surrender of this Class 56-[AF][BF] REMIC Certificate for registration of transfer at the office or agency maintained by the Trustee for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer, the Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder s attorney duly authorized in writing, and such other documents as the Issuer, the Trustee or the Certificate Registrar may require, and thereupon a new Class 56- [AF][BF] REMIC Certificate for the same initial Certificate Balance will be issued to the designated transferee. C-1-3

12 A service charge in an amount determined by the Trustee will be imposed for any registration of transfer or exchange of this Class 56-[AF][BF] REMIC Certificate and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Issuer, the Guarantor, the Trustee, the Certificate Registrar and any of their respective agents may treat the Person in whose name this Class 56-[AF][BF] REMIC Certificate is registered as the owner hereof for all purposes, and none of the Issuer, the Guarantor, the Trustee, the Certificate Registrar or any of their respective agents will be affected by notice to the contrary. This Class 56-[AF][BF] REMIC Certificate and the Trust Agreement will be construed in accordance with, and governed by, the substantive laws of the District of Columbia applicable to agreements made and to be performed therein (without giving effect to conflicts of law principles). This Class 56-[AF][BF] REMIC Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Class 56-[AF][BF] REMIC Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Unless the certificate of authentication hereon has been executed by or on behalf of the Certificate Registrar by manual or facsimile signature, this Class 56-[AF][BF] REMIC Certificate will not be entitled to any benefit under the Trust Agreement, or be valid for any purpose. * * * * * * * * C-1-4

13 IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Class 56- [AF][BF] REMIC Certificate to be duly executed by manual or facsimile signature. FANNIE MAE, in its corporate capacity as Issuer By: Authorized Officer FANNIE MAE, in its capacity as Trustee By: Authorized Officer C-1-5

14 CERTIFICATE OF AUTHENTICATION This is one of the Class 56-[AF][BF] REMIC Certificates referred to in the within-mentioned Trust Agreement. U.S. BANK NATIONAL ASSOCIATION, Certificate Registrar Dated: By: Authorized Signatory C-1-6

15 EXHIBIT C-2 FORM OF BO CLASS REMIC CERTIFICATE THIS CLASS 56-BO REMIC CERTIFICATE IS NOT GUARANTEED BY THE UNITED STATES AND DOES NOT CONSTITUTE A DEBT OR OBLIGATION OF THE UNITED STATES OR ANY AGENCY OR INSTRUMENTALITY THEREOF OTHER THAN FANNIE MAE. THIS CLASS 56-BO REMIC CERTIFICATE REPRESENTS A REGULAR INTEREST IN A REAL ESTATE MORTGAGE INVESTMENT CONDUIT AS THOSE TERMS ARE DEFINED IN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THIS CLASS 56-BO REMIC CERTIFICATE IS A GLOBAL CERTIFICATE REPRESENTING THE OWNERSHIP OF THE ENTIRE CLASS OF REMIC CERTIFICATES REFERRED TO BELOW. REGISTRATION OF ANY TRANSFER OF OWNERSHIP OF THIS CERTIFICATE MAY BE MADE ONLY IN WHOLE AND ONLY TO AN ENTITY THAT IS A CLEARING CORPORATION AS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK OR TO A SIMILARLY QUALIFIED ENTITY SELECTED OR APPROVED BY FANNIE MAE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( DTC ), TO FANNIE MAE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. C-2-1

16 Pursuant to a REMIC Master Trust Agreement Dated as of May 1, 2010 and Issue Supplement dated as of May 1, 2010 Guaranteed REMIC Pass-Through Certificate evidencing an undivided beneficial ownership interest in Fannie Mae REMIC Trust Issued by FANNIE MAE Class: 56-BO Issue Date: May 1, 2010 Certificate No.: 1 CUSIP No.: Taxpayer Identification Number: Original Class Balance: $43,592 Principal Only Class Final Distribution Date: Registered Holder: Cede & Co. FEDERAL NATIONAL MORTGAGE ASSOCIATION, a body corporate organized and existing under the laws of the United States ( Fannie Mae, which term includes any successor), in its corporate capacity, for value received, hereby promises to distribute to the Registered Holder identified above or registered assigns (the Holder ), subject to the terms and conditions of the REMIC master trust agreement dated as of May 1, 2010, as supplemented by an issue supplement dated as of May 1, 2010 relating to Fannie Mae REMIC Trust (the Trust Agreement ), between Fannie Mae in its corporate capacities as issuer and guarantor, and Fannie Mae as trustee (the Trustee ), the principal sum equal to the principal amount stated above from time to time as provided in the Trust Agreement, on the 25th day of each month (or, if such 25th day is not a Business Day, on the first Business Day next succeeding such 25th day) (each, a Distribution Date ), commencing in June 2010 and ending on or before the Final Distribution Date specified above, until the Class Balance of the Class 56-BO REMIC Certificates has been reduced to zero. This Certificate is a principal only Certificate and does not bear interest. This Class 56-BO REMIC Certificate represents a regular interest in a real estate mortgage investment conduit as those terms are defined in the Internal Revenue Code of 1986, as amended. This Class 56-BO REMIC Certificate is one of a duly authorized issue of Guaranteed REMIC Pass-Through Certificates of Fannie Mae (herein called the REMIC Certificates ), representing the beneficial ownership of Fannie Mae REMIC Trust (herein called the Trust Fund ), all issued and to be issued under the Trust Agreement, to which Trust Agreement and all amendments and trust agreements supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Guarantor, the Trustee and the Holders of the REMIC Certificates of each Class thereof and the terms upon which this Class 56-BO REMIC Certificate is, and is to be, authenticated and made available. All capitalized terms used in this Class 56-BO REMIC Certificate that are defined in the Trust C-2-2

17 Agreement will have the meanings assigned to them in the Trust Agreement, as so supplemented or amended. Beneficial ownership of the Class 56-BO REMIC Certificates may be held only in book-entry form through the Holder hereof and its participating member firms. The Holder hereof, by its acceptance of this Certificate, agrees to be bound by the Trust Agreement. The Holder of this Certificate agrees to, and will be bound by, the book-entry procedures set forth in the Trust Agreement. Distributions on this Class 56-BO REMIC Certificate will be made by wire transfer in immediately available funds by the Paying Agent not later than the related Distribution Date to the Certificateholder as of the preceding Record Date as it appears on the Certificate Register or to its nominee; provided, however, that the final distribution in respect of this Class 56-BO REMIC Certificate will be made only upon presentation and surrender of this Class 56-BO REMIC Certificate at the Corporate Trust Office of the Paying Agent as specified in the Trust Agreement. Any reduction in the principal amount of this Class 56-BO REMIC Certificate (or any predecessor Class 56-BO REMIC Certificate) effected by any payments made on any Distribution Date will be binding upon all future Holders of this Class 56-BO REMIC Certificate and of any Class 56-BO REMIC Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not noted hereon. The Record Date for each Distribution Date is the last day of the month preceding the month in which such Distribution Date occurs. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of Fannie Mae and the rights of the Certificateholders under the Trust Agreement at any time by the Issuer and the Trustee with the consent of the Holders of REMIC Certificates of each Class representing not less than 51% of the Voting Rights of such Class. Any such consent by the Holder of this Class 56-BO REMIC Certificate will be conclusive and binding on such Holder and upon all future Holders of this Class 56-BO REMIC Certificate and of any Class 56-BO REMIC Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Class 56-BO REMIC Certificate. The Trust Agreement also permits the amendment thereof in certain limited circumstances, without the consent of the Holders of any of the REMIC Certificates. This Class 56-BO REMIC Certificate is issuable only as a registered Class 56-BO REMIC Certificate. As provided in the Trust Agreement and subject to certain limitations set forth therein, the transfer of this Class 56-BO REMIC Certificate is registrable in the Certificate Register of the Trustee upon surrender of this Class 56-BO REMIC Certificate for registration of transfer at the office or agency maintained by the Trustee for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer, the Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder s attorney duly authorized in writing, and such other documents as the Issuer, the Trustee or the Certificate Registrar may require, and thereupon a new Class 56-BO REMIC Certificate for the same initial Certificate Balance will be issued to the designated transferee. A service charge in an amount determined by the Trustee will be imposed for any registration of transfer or exchange of this Class 56-BO REMIC Certificate and the Trustee C-2-3

18 may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Issuer, the Guarantor, the Trustee, the Certificate Registrar and any of their respective agents may treat the Person in whose name this Class 56-BO REMIC Certificate is registered as the owner hereof for all purposes, and none of the Issuer, the Guarantor, the Trustee, the Certificate Registrar or any of their respective agents will be affected by notice to the contrary. This Class 56-BO REMIC Certificate and the Trust Agreement will be construed in accordance with, and governed by, the substantive laws of the District of Columbia applicable to agreements made and to be performed therein (without giving effect to conflicts of law principles). This Class 56-BO REMIC Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Class 56-BO REMIC Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Unless the certificate of authentication hereon has been executed by or on behalf of the Certificate Registrar by manual or facsimile signature, this Class 56-BO REMIC Certificate will not be entitled to any benefit under the Trust Agreement, or be valid for any purpose. * * * * * * * * C-2-4

19 IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Class 56-BO REMIC Certificate to be duly executed by manual or facsimile signature. FANNIE MAE, in its corporate capacity as Issuer By: Authorized Officer FANNIE MAE, in its capacity as Trustee By: Authorized Officer C-2-5

20 CERTIFICATE OF AUTHENTICATION This is one of the Class 56-BO REMIC Certificates referred to in the within-mentioned Trust Agreement. U.S. BANK NATIONAL ASSOCIATION, Certificate Registrar Dated: By: Authorized Signatory C-2-6

21 EXHIBIT C-3 FORM OF [AS][BS] CLASS REMIC CERTIFICATE THIS CLASS 56-[AS][BS] REMIC CERTIFICATE, TOGETHER WITH INTEREST THEREON, IS NOT GUARANTEED BY THE UNITED STATES AND DOES NOT CONSTITUTE A DEBT OR OBLIGATION OF THE UNITED STATES OR ANY AGENCY OR INSTRUMENTALITY THEREOF OTHER THAN FANNIE MAE. INTEREST ACCRUED ON THE NOTIONAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS DISTRIBUTABLE MONTHLY AS SET FORTH HEREIN; HOWEVER, THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND, ACCORDINGLY, NO DISTRIBUTIONS OF PRINCIPAL SHALL BE MADE IN RESPECT OF THIS CERTIFICATE. THIS CLASS 56-[AS][BS] REMIC CERTIFICATE REPRESENTS A REGULAR INTEREST IN A REAL ESTATE MORTGAGE INVESTMENT CONDUIT AS THOSE TERMS ARE DEFINED IN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THIS CLASS 56-[AS][BS] REMIC CERTIFICATE IS A GLOBAL CERTIFICATE REPRESENTING THE OWNERSHIP OF THE ENTIRE CLASS OF REMIC CERTIFICATES REFERRED TO BELOW. REGISTRATION OF ANY TRANSFER OF OWNERSHIP OF THIS CERTIFICATE MAY BE MADE ONLY IN WHOLE AND ONLY TO AN ENTITY THAT IS A CLEARING CORPORATION AS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK OR TO A SIMILARLY QUALIFIED ENTITY SELECTED OR APPROVED BY FANNIE MAE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( DTC ), TO FANNIE MAE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. C-3-1

22 Pursuant to a REMIC Master Trust Agreement Dated as of May 1, 2010 and Issue Supplement dated as of May 1, 2010 Guaranteed REMIC Pass-Through Certificate evidencing an undivided beneficial ownership interest in Fannie Mae REMIC Trust Issued by FANNIE MAE Class: 56-[AS][BS] Issue Date: May 1, 2010 Certificate No.: 1 CUSIP No.: Taxpayer Identification Number: Original Notional Class Balance: ( 1 ) Variable Interest Rate Final Distribution Date: Registered Holder: Cede & Co. FEDERAL NATIONAL MORTGAGE ASSOCIATION, a body corporate organized and existing under the laws of the United States ( Fannie Mae, which term includes any successor), in its corporate capacity, for value received, hereby promises to distribute to the Registered Holder identified above or registered assigns (the Holder ), subject to the terms and conditions of the REMIC master trust agreement dated as of May 1, 2010, as supplemented by an issue supplement dated as of May 1, 2010 relating to Fannie Mae REMIC Trust , and the RCR master trust agreement dated as of May 1, 2010, as supplemented by an RCR issue supplement dated as of May 1, 2010 relating to Fannie Mae Trust 2010-RCR56 (together, the Trust Agreement ), between Fannie Mae in its corporate capacities as issuer and guarantor, and Fannie Mae as trustee (the Trustee ), interest at the variable Interest Rate described in the Prospectus Supplement (computed on the basis of a 360-day year of twelve 30-day months) on the remaining notional principal amount of this Class 56-[AS][BS] REMIC Certificate from time to time, computed as provided in the Trust Agreement, on the 25th day of each month (or, if such 25th day is not a Business Day, on the first Business Day next succeeding such 25th day) (each, a Distribution Date ), commencing in June 2010 and ending on or before the Final Distribution Date specified above, until the Class Balance of the Class 56-[AS][BS] REMIC Certificates has been reduced to zero. This Class 56-[AS][BS] REMIC Certificate represents a regular interest in a real estate mortgage investment conduit as those terms are defined in the Internal Revenue Code of 1986, as amended. ( 1 ) The Class Balance hereof will vary as described in the Trust Agreement as a result of (i) distributions in respect of the assets of the Trust Fund, (ii) exchanges for the beneficial ownership interests in the RCR Certificates referred to in the sixth paragraph hereof and (iii) exchanges of the beneficial ownership interests in such RCR Certificates for beneficial ownership interests in this Class of Certificates. The maximum initial Class Balance of this Class of Certificates is $[ ]. C-3-2

23 This Class 56-[AS][BS] REMIC Certificate is one of a duly authorized issue of Guaranteed REMIC Pass-Through Certificates of Fannie Mae (herein called the REMIC Certificates ), representing the beneficial ownership of Fannie Mae REMIC Trust (herein called the Trust Fund ), all issued and to be issued under the Trust Agreement, to which Trust Agreement and all amendments and trust agreements supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Guarantor, the Trustee and the Holders of the REMIC Certificates of each Class thereof and the terms upon which this Class 56-[AS][BS] REMIC Certificate is, and is to be, authenticated and made available. All capitalized terms used in this Class 56-[AS][BS] REMIC Certificate that are defined in the Trust Agreement will have the meanings assigned to them in the Trust Agreement, as so supplemented or amended. Beneficial ownership of the Class 56-[AS][BS] REMIC Certificates may be held only in book-entry form through the Holder hereof and its participating member firms. The Holder hereof, by its acceptance of this Certificate, agrees to be bound by the Trust Agreement. The Holder of this Certificate agrees to, and will be bound by, the book-entry procedures set forth in the Trust Agreement. Distributions on this Class 56-[AS][BS] REMIC Certificate will be made by wire transfer in immediately available funds by the Paying Agent not later than the related Distribution Date to the Certificateholder as of the preceding Record Date as it appears on the Certificate Register or to its nominee; provided, however, that the final distribution in respect of this Class 56-[AS][BS] REMIC Certificate will be made only upon presentation and surrender of this Class 56-[AS][BS] REMIC Certificate at the Corporate Trust Office of the Paying Agent as specified in the Trust Agreement. Any reduction in the notional principal amount of this Class 56-[AS][BS] REMIC Certificate (or any predecessor Class 56-[AS][BS] REMIC Certificate) effected on any Distribution Date will be binding upon all future Holders of this Class 56-[AS][BS] REMIC Certificate and of any Class 56-[AS][BS] REMIC Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not noted hereon. The Record Date for each Distribution Date is the last day of the month preceding the month in which such Distribution Date occurs. As provided in the Trust Agreement, beneficial ownership interests in this Class of Certificates, together with beneficial ownership interests in each Class of Combinable Certificates included in the same Certificate Group, may be exchanged for beneficial ownership interests in the Class or Classes of RCR Certificates included in such Certificate Group. Any such exchange shall be upon the terms specified in the Trust Agreement and may be effected only through the Holder hereof. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of Fannie Mae and the rights of the Certificateholders under the Trust Agreement at any time by the Issuer and the Trustee with the consent of the Holders of REMIC Certificates of each Class representing not less than 51% of the Voting Rights of such Class. Any such consent by the Holder of this Class 56-[AS][BS] REMIC Certificate will be conclusive and binding on such Holder and upon all future Holders of this Class 56-[AS][BS] REMIC Certificate and of any Class 56-[AS][BS] REMIC Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Class 56-[AS][BS] REMIC C-3-3

24 Certificate. The Trust Agreement also permits the amendment thereof in certain limited circumstances, without the consent of the Holders of any of the REMIC Certificates. This Class 56-[AS][BS] REMIC Certificate is issuable only as a registered Class 56- [AS][BS] REMIC Certificate. As provided in the Trust Agreement and subject to certain limitations set forth therein, the transfer of this Class 56-[AS][BS] REMIC Certificate is registrable in the Certificate Register of the Trustee upon surrender of this Class 56-[AS][BS] REMIC Certificate for registration of transfer at the office or agency maintained by the Trustee for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer, the Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder s attorney duly authorized in writing, and such other documents as the Issuer, the Trustee or the Certificate Registrar may require, and thereupon a new Class 56- [AS][BS] REMIC Certificate for the same initial Certificate Balance will be issued to the designated transferee. A service charge in an amount determined by the Trustee will be imposed for any registration of transfer or exchange of this Class 56-[AS][BS] REMIC Certificate and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Issuer, the Guarantor, the Trustee, the Certificate Registrar and any of their respective agents may treat the Person in whose name this Class 56-[AS][BS] REMIC Certificate is registered as the owner hereof for all purposes, and none of the Issuer, the Guarantor, the Trustee, the Certificate Registrar or any of their respective agents will be affected by notice to the contrary. This Class 56-[AS][BS] REMIC Certificate and the Trust Agreement will be construed in accordance with, and governed by, the substantive laws of the District of Columbia applicable to agreements made and to be performed therein (without giving effect to conflicts of law principles). This Class 56-[AS][BS] REMIC Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Class 56-[AS][BS] REMIC Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Unless the certificate of authentication hereon has been executed by or on behalf of the Certificate Registrar by manual or facsimile signature, this Class 56-[AS][BS] REMIC Certificate will not be entitled to any benefit under the Trust Agreement, or be valid for any purpose. * * * * * * * * C-3-4

25 IN WITNESS WHEREOF, the Issuer and the Trustee have caused this Class 56- [AS][BS] REMIC Certificate to be duly executed by manual or facsimile signature. FANNIE MAE, in its corporate capacity as Issuer By: Authorized Officer FANNIE MAE, in its capacity as Trustee By: Authorized Officer C-3-5

26 CERTIFICATE OF AUTHENTICATION This is one of the Class 56-[AS][BS] REMIC Certificates referred to in the within-mentioned Trust Agreement. U.S. BANK NATIONAL ASSOCIATION, Certificate Registrar Dated: By: Authorized Signatory C-3-6

27 EXHIBIT C-4 FORM OF XS CLASS REMIC CERTIFICATE THIS CLASS 56-XS REMIC CERTIFICATE, TOGETHER WITH INTEREST THEREON, IS NOT GUARANTEED BY THE UNITED STATES AND DOES NOT CONSTITUTE A DEBT OR OBLIGATION OF THE UNITED STATES OR ANY AGENCY OR INSTRUMENTALITY THEREOF OTHER THAN FANNIE MAE. INTEREST ACCRUED ON THE NOTIONAL PRINCIPAL BALANCE OF THIS CERTIFICATE IS DISTRIBUTABLE MONTHLY AS SET FORTH HEREIN; HOWEVER, THIS CERTIFICATE HAS NO PRINCIPAL BALANCE AND, ACCORDINGLY, NO DISTRIBUTIONS OF PRINCIPAL SHALL BE MADE IN RESPECT OF THIS CERTIFICATE. THIS CLASS 56-XS REMIC CERTIFICATE REPRESENTS A REGULAR INTEREST IN A REAL ESTATE MORTGAGE INVESTMENT CONDUIT AS THOSE TERMS ARE DEFINED IN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THIS CLASS 56-XS REMIC CERTIFICATE IS A GLOBAL CERTIFICATE REPRESENTING THE OWNERSHIP OF THE ENTIRE CLASS OF REMIC CERTIFICATES REFERRED TO BELOW. REGISTRATION OF ANY TRANSFER OF OWNERSHIP OF THIS CERTIFICATE MAY BE MADE ONLY IN WHOLE AND ONLY TO AN ENTITY THAT IS A CLEARING CORPORATION AS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK OR TO A SIMILARLY QUALIFIED ENTITY SELECTED OR APPROVED BY FANNIE MAE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ( DTC ), TO FANNIE MAE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. C-4-1

28 Pursuant to a REMIC Master Trust Agreement Dated as of May 1, 2010 and Issue Supplement dated as of May 1, 2010 Guaranteed REMIC Pass-Through Certificate evidencing an undivided beneficial ownership interest in Fannie Mae REMIC Trust Issued by FANNIE MAE Class: 56-XS Original Notional Class Balance: $43,592,197 Issue Date: May 1, 2010 Variable Interest Rate Certificate No.: 1 Final Distribution Date: June 2040 CUSIP No.: Registered Holder: Cede & Co. Taxpayer Identification Number: FEDERAL NATIONAL MORTGAGE ASSOCIATION, a body corporate organized and existing under the laws of the United States ( Fannie Mae, which term includes any successor), in its corporate capacity, for value received, hereby promises to distribute to the Registered Holder identified above or registered assigns (the Holder ), subject to the terms and conditions of the REMIC master trust agreement dated as of May 1, 2010, as supplemented by an issue supplement dated as of May 1, 2010 relating to Fannie Mae REMIC Trust (the Trust Agreement ), between Fannie Mae in its corporate capacities as issuer and guarantor, and Fannie Mae as trustee (the Trustee ), interest at the variable Interest Rate described in the Prospectus Supplement (computed on the basis of a 360-day year of twelve 30-day months) on the remaining notional principal amount of this Class 56-XS REMIC Certificate from time to time, computed as provided in the Trust Agreement, on the 25th day of each month (or, if such 25th day is not a Business Day, on the first Business Day next succeeding such 25th day) (each, a Distribution Date ), commencing in June 2010 and ending on or before the Final Distribution Date specified above, until the Class Balance of the Class 56-XS REMIC Certificates has been reduced to zero. This Class 56-XS REMIC Certificate represents a regular interest in a real estate mortgage investment conduit as those terms are defined in the Internal Revenue Code of 1986, as amended. This Class 56-XS REMIC Certificate is one of a duly authorized issue of Guaranteed REMIC Pass-Through Certificates of Fannie Mae (herein called the REMIC Certificates ), representing the beneficial ownership of Fannie Mae REMIC Trust (herein called the Trust Fund ), all issued and to be issued under the Trust Agreement, to which Trust Agreement and all amendments and trust agreements supplemental thereto reference is hereby made for a statement of the respective rights thereunder of the Issuer, the Guarantor, the Trustee and the Holders of the REMIC Certificates of each Class thereof and the terms upon which this Class 56-XS REMIC Certificate is, and is to be, authenticated and made available. All capitalized terms used in this Class 56-XS REMIC Certificate that are defined in the Trust C-4-2

29 Agreement will have the meanings assigned to them in the Trust Agreement, as so supplemented or amended. Beneficial ownership of the Class 56-XS REMIC Certificates may be held only in book-entry form through the Holder hereof and its participating member firms. The Holder hereof, by its acceptance of this Certificate, agrees to be bound by the Trust Agreement. The Holder of this Certificate agrees to, and will be bound by, the book-entry procedures set forth in the Trust Agreement. Distributions on this Class 56-XS REMIC Certificate will be made by wire transfer in immediately available funds by the Paying Agent not later than the related Distribution Date to the Certificateholder as of the preceding Record Date as it appears on the Certificate Register or to its nominee; provided, however, that the final distribution in respect of this Class 56-XS REMIC Certificate will be made only upon presentation and surrender of this Class 56-XS REMIC Certificate at the Corporate Trust Office of the Paying Agent as specified in the Trust Agreement. Any reduction in the notional principal amount of this Class 56-XS REMIC Certificate (or any predecessor Class 56-XS REMIC Certificate) effected on any Distribution Date will be binding upon all future Holders of this Class 56-XS REMIC Certificate and of any Class 56-XS REMIC Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not noted hereon. The Record Date for each Distribution Date is the last day of the month preceding the month in which such Distribution Date occurs. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of Fannie Mae and the rights of the Certificateholders under the Trust Agreement at any time by the Issuer and the Trustee with the consent of the Holders of REMIC Certificates of each Class representing not less than 51% of the Voting Rights of such Class. Any such consent by the Holder of this Class 56-XS REMIC Certificate will be conclusive and binding on such Holder and upon all future Holders of this Class 56-XS REMIC Certificate and of any Class 56-XS REMIC Certificate issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Class 56-XS REMIC Certificate. The Trust Agreement also permits the amendment thereof in certain limited circumstances, without the consent of the Holders of any of the REMIC Certificates. This Class 56-XS REMIC Certificate is issuable only as a registered Class 56-XS REMIC Certificate. As provided in the Trust Agreement and subject to certain limitations set forth therein, the transfer of this Class 56-XS REMIC Certificate is registrable in the Certificate Register of the Trustee upon surrender of this Class 56-XS REMIC Certificate for registration of transfer at the office or agency maintained by the Trustee for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer, the Trustee and the Certificate Registrar duly executed by, the Holder hereof or such Holder s attorney duly authorized in writing, and such other documents as the Issuer, the Trustee or the Certificate Registrar may require, and thereupon a new Class 56-XS REMIC Certificate for the same initial Certificate Balance will be issued to the designated transferee. A service charge in an amount determined by the Trustee will be imposed for any registration of transfer or exchange of this Class 56-XS REMIC Certificate and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. C-4-3

30 The Issuer, the Guarantor, the Trustee, the Certificate Registrar and any of their respective agents may treat the Person in whose name this Class 56-XS REMIC Certificate is registered as the owner hereof for all purposes, and none of the Issuer, the Guarantor, the Trustee, the Certificate Registrar or any of their respective agents will be affected by notice to the contrary. This Class 56-XS REMIC Certificate and the Trust Agreement will be construed in accordance with, and governed by, the substantive laws of the District of Columbia applicable to agreements made and to be performed therein (without giving effect to conflicts of law principles). This Class 56-XS REMIC Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Class 56-XS REMIC Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Unless the certificate of authentication hereon has been executed by or on behalf of the Certificate Registrar by manual or facsimile signature, this Class 56-XS REMIC Certificate will not be entitled to any benefit under the Trust Agreement, or be valid for any purpose. * * * * * * * * C-4-4