Dated as of April 1, 2004 FANNIE MAE GUARANTEED REMIC PASS-THROUGH CERTIFICATES FANNIE MAE REMIC TRUST 2004-W4

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1 FANNIE MAE Issuer and Trustee TRUST AGREEMENT Dated as of April 1, 2004 for FANNIE MAE GUARANTEED REMIC PASS-THROUGH CERTIFICATES FANNIE MAE REMIC TRUST 2004-W4 WISCONSIN AVENUE SECURITIES MEZZANINE REMIC PASS-THROUGH CERTIFICATES FANNIE MAE REMIC TRUST 2004-W4 WISCONSIN AVENUE SECURITIES SUBORDINATE REMIC PASS-THROUGH CERTIFICATES FANNIE MAE REMIC TRUST 2004-W4 evidencing beneficial interests in RESIDENTIAL MORTGAGE LOANS [Authorized by Title III of the National Housing Act, 12 U.S.C. 1719(d)] NY v.3

2 Table of Contents Page ARTICLE I DEFINED TERMS SECTION 1.1. Definitions... 2 ARTICLE II TRANSFER OF MORTGAGE LOANS; THE TRUST; REMIC DECLARATIONS SECTION 2.1. Transfer of Mortgage Loans... 2 SECTION 2.2. The Lower Tier REMIC... 3 SECTION 2.3. Representations and Warranties... 4 SECTION 2.4. Distributions from the Lower Tier Account... 4 SECTION 2.5. Transfer of Lower Tier Regular Interests... 5 SECTION 2.6. The Middle Tier REMIC... 5 SECTION 2.7. Distributions from the Middle Tier Account... 6 SECTION 2.8. Transfer of Middle Tier Regular Interests... 6 SECTION 2.9. The Upper Tier REMIC... 6 SECTION REMIC Declarations; Other REMIC Matters... 6 ARTICLE III THE CERTIFICATES SECTION 3.1. Classes of Certificates... 8 SECTION 3.2. Distributions... 9 SECTION 3.3. Issuance of the Certificates SECTION 3.4. Distributions on Certificates; Fannie Mae Guaranty SECTION 3.5. Information to Certificateholders; Class Factors SECTION 3.6. Determination of Interest Rates for the LIBOR Floating Rate Classes ARTICLE IV SERVICING OF MORTGAGE LOANS; TRUST ACCOUNTS; DISTRIBUTIONS SECTION 4.1. General SECTION 4.2. Optional Purchase of Mortgage Loans by the Master Servicer SECTION 4.3. Accounting Records SECTION 4.4. Payment of Certain Expenses by Fannie Mae and the Trustee SECTION 4.5. Lower Tier Account; Distributions... 19

3 SECTION 4.6. Middle Tier Account; Distributions SECTION 4.7. Certificate Account SECTION 4.8. Investments SECTION 4.9. Withdrawals from the Lower Tier Account, Middle Tier Account and the Certificate Account ARTICLE V DEFINITIVE CERTIFICATES SECTION 5.1. Execution, Authentication, Availability and Dating of Definitive Certificates SECTION 5.2. Registration and Registration of Transfer of Definitive Certificates SECTION 5.3. Mutilated, Destroyed, Lost or Stolen Definitive Certificates SECTION 5.4. Person Deemed Owners of Definitive Certificates SECTION 5.5. Maintenance of Office or Agency for Definitive Certificates SECTION 5.6. Reference in Definitive Certificates to Supplemental Agreements SECTION 5.7. Amendment Relating to Transfer to Disqualified Organization SECTION 5.8. Demands, Notices, Communications ARTICLE Vl LIMITATION OF LIABILITY AND INDEMNITY SECTION 6.1. General Limitation SECTION 6.2. Measure of Liability SECTION 6.3. Indemnification of the Trustee ARTICLE FANNIE VII MAE SECTION 7.1. Resignation SECTION 7.2. Merger or Consolidation SECTION 7.3. Succession upon Default SECTION 7.4. Fannie Mac as Holder SECTION 7.5. Trustee May Own Certificates ARTICLE VIII TERMINATION SECTION 8.1. Termination NY v,3 ii

4 ARTICLE IX SUPPLEMENTAL AGREEMENTS SECTION 9.1. Permissible Without Action by Certificateholders SECTION 9.2. Waivers and Supplemental Agreements ARTICLE X MISCELLANEOUS SECTION Holders SECTION Governing Law SECTION Demands, Notices, Communications SECTION Severability of Provisions SECTION Depository as Agent EXHIBITS EXHIBIT A MORTGAGE LOAN SCHEDULE EXHIBITA-1 GROUP1LOANS EXHIBITA-2 GROUP2 LOANS A-l-1 A-2-1 EXHIBIT B [FORM OF "A" CLASS CERTIFICATE OTHER THAN AN INTEREST] B-1 EXHIBIT C [FORM OF INTEREST ONLY CERTIFICATE] C-1 EXHIBIT D [FORM OF MEZZANINE CERTIFICATE] D-1 EXHIBIT E [FORM OF SUBORDINATE CERTIFICATE] E-1 EXHIBIT F [FORM OF COMBINED CERTIFICATE FOR THE RESIDUAL CLASSES] F-1 EXHIBIT G [FORM OF SEPARATE RESIDUAL CERTIFICATE FOR THE ARCLASS] G-1 EXHIBIT H [FORM OF SEPARATE RESIDUAL CERTIFICATE FOR THE [RM] [RL]CLASS] H-1 EXHIBIT I 2004-W4 LOWER TIER REMIC STRUCTURE I-1 EXHIBIT J EXHIBIT K 2004-W4MIDDLETiERREMICSTRUCTURE FORM OF RESIDUAL CLASS TAX MATTERS TRANSFER J-1 AFFIDAVIT K-1 EXHIBIT L FORM OF TRANSFEREE AGREEMENT L-1 EXHIBIT M PAYMENTS ON THE SUBORDINATE CERTIFICATES M-1 APPENDIX APPENDIXA DEFINEDTERMS App-1 iii

5 FANNIE MAE FANNIE MAE GUARANTEED REMIC PASS-THROUGH CERTIFICATES FANNIE MAE REMIC TRUST 2004-W4 WISCONSIN AVENUE SECURITIES MEZZANINE REMIC PASS-THROUGH CERTIFICATES FANNIE MAE REMIC TRUST 2004-W4 WISCONSIN AVENUE SECURITIES SUBORDINATE REMIC PASS-THROUGH CERTIFICATES FANNIE MAE REMIC TRUST 2004-W4 TRUST AGREEMENT THIS TRUST AGREEMENT made, executed and published as of the date specified on the cover hereof, at Washington, D.C. by Fannie Mac, a body corporate organized and existing under the laws of the United States, in its corporate capacity (in such capacity herein called "Fannie Mac"), and in its capacity as trustee (in such capacity herein called the "Trustee"): WITNESSETH: WHEREAS, Fannie Mac is authorized pursuant to Section 304(d) of Title III of the National Housing Act (12 U.S.C. 1719(d)) to set aside mortgage loans held by it under such Section 304 and to issue and sell securities based upon the morigage loans so set aside; and WHEREAS, Fannie Mac has purchased the fixed-rate, first lien mortgage loans identified as the Group 1 Loans on Exhibit A-1 hereto; and WHEREAS, Fannie Mae has purchased the fixed-rate, first lien mortgage loans identified as the Group 2 Loans on Exhibit A-2 hereto; and WHEREAS, Fannie Mac intends to establish the Lower Tier REMIC (defined herein) and to set aside therein the Group 1 Loans and the Group 2 Loans (together, the "Mortgage Loans"); and WHEREAS, Fannie Mac intends to issue the Lower Tier Interests (defined herein) evidencing the entire beneficial ownership interest in the Lower Tier REMIC; and WHEREAS, Fannie Mac intends to establish the Middle Tier REMIC and to set aside therein the Lower Tier Interests other than the RL Class; and WHEREAS, Fannie Mac intends to issue the Middle Tier Interests (defined herein) evidencing the entire beneficial ownership interest in the Middle Tier REMIC; WHEREAS, Fannie Mac intends to establish Fannie Mac REMIC Trust 2004-W4 (the "Upper Tier REMIC" or the "Trust") and to set aside therein the Middle Tier Interests (defined herein) other than the RM Class; and

6 WHEREAS, Fannie Mac will elect to treat each of the Lower Tier REMIC, the Middle Tier REMIC and the Upper Tier REMIC as a REMIC within the meaning of Section 860D of the Code; and WHEREAS, Fannie Mae intends to issue 22 classes of guaranteed REMIC Pass-Through Certificates (including three classes of residual certificates) and six classes of unguaranteed mezzanine and subordinate certificates that, in the aggregate, evidence the entire beneficial ownership interest in the Trust. NOW, THEREFORE, the parties to this Trust Agreement, in the several capacities hereinabove set forth, do hereby declare and establish this Trust Agreement and do hereby undertake and otherwise agree as follows: ARTICLE 1 DEFINED TERMS SECTION 1.1. Definitions. Whenever used in this Agreement, capitalized terms have the meanings assigned thereto in, or pursuant to, Appendix A to this Agreement. ARTICLE 2 TRANSFER OF MORTGAGE LOANS; THE TRUST; REMIC DECLARATIONS SECTION 2.1. Transfer of Mortgage Loans. (a) Fannie Mae, acting in its corporate capacity, does hereby assign to Fannie Mae, acting in its capacity as Trustee for the Lower Tier REMIC established hereby, without recourse, free and clear of any liens, security interests or other encumbrances, but subject to the terms of this Agreement, all the right, title and interest of Fannie Mae, including any security interest therein for the benefit of Fannie Mae, in, to and under the Mortgage Loans as identified on the Mortgage Loan Schedule. Such assignment includes all payments under and proceeds of the Mortgage Loans, other than payments of principal and interest due and payable on the Mortgage Loans on or before the Issue Date, Principal Prepayments received on the Mortgage Loans before the Issue Date and accounted for in the Issue Date Principal Balances of the Mortgage Loans, all fees and charges received on the Mortgage Loans on or before the Issue Date or otherwise in respect of payments of principal and interest due thereon on or before the Issue Date, Escrow Payments received on the Mortgage Loans and applied in respect thereof on or before the Issue Date by payments to the applicable taxing authority, ground lessor or insurance carrier, as the case may be, and all unreirnbursed arrearage amounts representing principal, interest and other amounts previously advanced by the related servicer (collectively, the "Arrearages"). (b) In connection with its assignment pursuant to subsection (a) above, Fannie Mae shall deliver to the Trustee, on or before the Settlement Date, all amounts, if any, held by or on behalf of Fannie Mac with respect to the Mortgage Loans that represent (i) payments of 2

7 scheduled principal and/or interest allocable to the period subsequent to the Issue Date (other than in respect of Arrearages), (ii) Principal Prepayments received on or after the Issue Date and (iii) Escrow Payments to cover Assessments not yet due and payable as of the Issue Date. (c) In connection with such transfer of each Mortgage Loan, Fannie Mae shall have taken possession of the Mortgage Files, including the related Mortgage Notes endorsed to Fannie Mae, together with such other documents, as Fannie Mae shall have deemed necessary. (d) In the event that Fannie Mae shall discover subsequent to the transfer and assignment of a Mortgage Loan to the Trustee that the actual principal balance of such Mortgage Loan at the date such Mortgage Loan's Issue Date Principal Balance was calculated was different from that specified in the Mortgage Loan Schedule, Fannie Mae may make such adjustments (other than a reduction in the Issue Date Principal Balance) as shall be necessary to bring such actual balance and Issue Date Principal Balance into agreement. SECTION 2.2. The Lower Tier REMIC. The beneficial ownership interest of the Lower Tier REMIC shall be evidenced by the interests having the designations, original Class Balances, Certificate Interest Rates and Final Distribution Dates set forth on the Lower Tier Schedule. The Lower Tier Regular Interests shall be issued as non-certificated interests and recorded on the records of the Lower Tier REMIC as being issued to and held by Fannie Mae in its capacity as Trustee of the Middle Tier REMIC. The RL Class shall be issued as a single fully registered certificate either as part of a Combined Residual Certificate substantially in the form of Exhibit F hereto or as a Separate Residual Certificate substantially in the form of Exhibit H hereto. The RL Class may be transferred and is otherwise subject to the provisions of Article V hereof. The aggregate amount of interest distributable in respect of the Lower Tier Regular Interests during any calendar month shall equal the Lower Tier Interest Distribution Amount for such calendar month. On each Distribution Date, the Lower Tier Interest Distribution Amount shall be applied to the distribution of interest accrued on each Class of the Lower Tier Regular Interests during the preceding Interest Accrual Period at the per annum rate specified or described on the Lower Tier Schedule in an amount corresponding to the amount required to be applied as interest on its related Companion Class on such Distribution Date. All computations of interest accrued on the Lower Tier Interests shall be made as if each year consisted of 12 months of 30 days each. The aggregate amount of principal distributable in respect of the Lower Tier Regular Interests during any calendar month shall equal the Lower Tier Principal Distribution Amount for such calendar month. On each Distribution Date, the Lower Tier Principal Distribution Amount shall be applied as principal of particular Lower Tier Regular Interests in amounts corresponding to the respective amounts required to be applied as principal of their related Companion Classes, or as described in the Lower Tier Schedule, from the Principal Distribution Amount as provided herein. 3

8 Distributions on the Lower Tier Regular Interests shall be made to the Trustee of the Trust by transfer of immediately available funds to the Middle Tier Account. No distribution will be made on the RL Class, except that any distribution of the proceeds of the final remaining assets of the Lower Tier REMIC shall be distributed to the Holder thereof upon presentation and surrender of the RL Class (in the form of a Separate Residual Certificate for such Class or as part of a Combined Residual Certificate) at the Corporate Trust Office or such other office or address as may be specified in the notice of such final distribution from Fannie Mae. Fannie Mae hereby initially appoints U. S. Bank at its corporate trust office as Paying Agent for the purpose of making distributions on the RL Class as provided herein. Fannie Mae will distribute to the Holder of the RL Class the proceeds of the remaining assets of the Lower Tier REMIC, if any, after the Class Balances of the Lower Tier Regular Interests have been reduced to zero. SECTION 2.3. Representations and Warranties In connection with the Mortgage Loans transferred and assigned hereunder, the Trustee and Fannie Mae, consistent with their obligations hereunder and applicable law, and subject to the provisions of the Sale and Servicing Agreement, may (i) require the Seller to repurchase any Mortgage Loan as to which there shall have occurred a breach of any representation, warranty or covenant made by the Seller under the Sale and Servicing Agreement, which breach materially and adversely affects the value of such Mortgage Loan, or (ii) require the Seller to take whatever action the Trustee or Fannie Mac deems necessary to effect the indemnification set forth in Section 3.12 of the Sale and Servicing Agreement. In lieu of the repurchase specified in clause 1O)of the preceding sentence, the Seller may, at its option, substitute a new Mortgage Loan that meets the criteria set forth in the Sale and Servicing Agreement; provided, however, that the Trustee agrees to release any Mortgage Loan from the Lower Tier REMIC upon payment of the Purchase Price therefor in the event that such Mortgage Loan is to be purchased by the Seller pursuant to this Section or by the Master Servicer as provided in Section 3.7(a) of the Sale and Servicing Agreement. Correspondingly, in the event that an election is made to deliver to the Lower Tier REMIC, in substitution for any defective Mortgage Loan, one or more Substitute Mortgage Loans meeting the criteria specified in the Sale and Servicing Agreement, the Trustee agrees to accept the transfer and assignment of any such Substitute Mortgage Loan or Loans in exchange for such Mortgage Loan so long as such substitution does not violate the REMIC Provisions and otherwise conforms to the applicable provisions of this Trust Agreement. In the event of any such substitution, Fannie Mae guarantees to the Trustee for the benefit of the related Certificateholders any obligation of any responsible party under the Sale and Servicing Agreement to supplement available funds prior to the applicable Distribution Date, including, without limitation, the obligation to deposit any Substitution Adjustment Amount. SECTION 2.4. Distributions from the Lower Tier Account On each Distribution Date, Fannie Mae shall withdraw funds from the Lower Tier Account and shall make the distributions on the Lower Tier Regular Interests in the respective amounts and in the applicable manner determined pursuant to Section 2.2 and shall deposit the same in the Middle Tier Account. NY v.3 4

9 SECTION 2.5. Transfer of Lower Tier Regular Interests. Fannie Mae, acting in its capacity as Trustee for the Lower Tier REMIC, does hereby assign to Fannie Mae, acting in its capacity as Trustee for the Middle Tier REMIC established hereby, without recourse, free and clear of any liens, security interests or other encumbrances, but subject to the terms of this Agreement, all the right, title and interest of Fannie Mae, in, to and under the Lower Tier Regular Interests, including all payments of principal and interest thereon received after the month of the Issue Date. SECTION 2.6. The Middle Tier REMIC The beneficial ownership interest of the Middle Tier REMIC shall be evidenced by the interests having the designations, original Class Balances, Certificate Interest Rates and Final Distribution Dates set forth on the Middle Tier Schedule. The Middle Tier Regular Interests shall be issued as non-certificated interests and recorded on the records of the Middle Tier REMIC as being issued to and held by Fannie Mae in its capacity as Trustee of the Upper Tier REMIC. The RM Class shall be issued as a single fully registered certificate either as part of a Combined Residual Certificate substantially in the form of Exhibit F hereto or as a Separate Residual Certificate substantially in the form of Exhibit H hereto. The RM Class may be transferred and is otherwise subject to the provisions of Article V hereof. The aggregate amount of interest distributable in respect of the Middle Tier Regular Interests during any calendar month shall equal the Middle Tier Interest Distribution Amount for such calendar month. On each Distribution Date, except as provided below with respect to the Middle Tier Accrual Interest, the Middle Tier Interest Distribution Amount shall be applied to the distribution of interest accrued on each Class of the Middle Tier Regular Interests during the preceding Interest Accrual Period at the per annum rate specified or described on the Middle Tier Schedule in an amount corresponding to the amount required to be applied as interest on its related Companion Class on such Distribution Date. All computations of interest accrued on the Middle Tier Interests shall be made as if each year consisted of 12 months of 30 days each. Interest accrued on the Middle Tier Accrual Interest during each Interest Accrual Period shall not be distributed thereon as interest but shall instead be added to the Class Balance thereof on the related Distribution Date. The aggregate amount of principal distributable in respect of the Middle Tier Regular Interests during any calendar month shall equal the Middle Tier Principal Distribution Amount for such calendar month. On each Distribution Date, the Middle Tier Principal Distribution Amount shall be applied as principal of particular Middle Tier Regular Interests in amounts corresponding to the respective amounts required to be applied as principal of their related Companion Classes, or as described in the Middle Tier Schedule, from the Principal Distribution Amount as provided herein. Distributions on the Middle Tier Regular Interests shall be made to the Trustee of the Upper Tier REMIC by transfer of immediately available funds to the Certificate Account. No distribution will be made on the RM Class, except that any distribution of the 5

10 proceeds of the final remaining assets of the Middle Tier REMIC shall be distributed to the Holder thereof upon presentation and surrender of the RM Class (in the form of a Separate Residual Certificate for such Class or as part of a Combined Residual Certificate) at the Corporate Trust Office or such other office or address as may be specified in the notice of such final distribution from Fannie Mae. Fannie Mac hereby initially appoints U.S. Bank at its corporate trust office as Paying Agent for the purpose of making distributions on the RM Class as provided herein. Fannie Mae will distribute to the Holder of the RM Class the proceeds of the remaining assets of the Middle Tier REMIC, if any, after the Class Balances of the Middle Tier Regular Interests have been reduced to zero. SECTION 2.7. Distributions from the Middle Tier Account. On each Distribution Date, Fannie Mac shall withdraw funds from the Middle Tier Account and shall make the distributions on the Middle Tier Regular Interests in the respective amounts and in the applicable manner determined pursuant to Section 2.6 and shall deposit the same in the Certificate Account. SECTION 2.8. Transfer of Middle Tier Regular Interests. Fannie Mae, acting in its capacity as Trustee for the Middle Tier REMIC, does hereby assign to Fannie Mae, acting in its capacity as Trustee of the Upper Tier REMIC, all of Fannie Mae's right, title and interest in, to and under the Middle Tier Regular Interests, including all payments of principal and interest thereon received after the month of the Issue Date. SECTION 2.9. The Upper Tier REMIC The beneficial ownership interest of the Upper Tier REMIC constituted by the Trust shall be evidenced by the Certificates (other than the RM and RL Classes). The Certificates (other than the AR, RM and RL Classes) will be the Regular Interests in the REMIC constituted by the Trust. The AR Class Certificate shall be issued as a single fully registered certificate either as a part of a Combined Residual Certificate substantially in the form of Exhibit F hereto or as a separate Residual Certificate substantially in the form of Exhibit G hereto. The AR Class may be transferred and is otherwise subject to the provisions of Article V hereof. SECTION REMIC Declarations; Other REMIC Matters. (a) Fannie Mae hereby declares its intent that each REMIC Trust formed hereunder shall constitute, and the affairs of each REMIC Trust be conducted so as to qualify each REMIC Trust as a REMIC pursuant to Section 860D of Subchapter M of Chapter 1 of the Code. The RL Class Certificate is hereby designated as the sole "residual interest" in the REMIC constituted by the Lower Tier REMIC within the meaning of Section 860G(a)(2) of the Code, and the Lower Tier Regular Interests are hereby designated as "regular interests" in such REMIC within the meaning of Section 860G(a)(1) of the Code. The RM Class Certificate is hereby designated as the sole "residual interest" in the REMIC constituted by the Middle Tier REMIC within the meaning of Section 860G(a)(2) of the Code, and the Middle Tier Regular Interests are hereby designated as "regular interests" in the Middle Tier REMIC within the 6

11 meaning of Section 860G(a)(1) of the Code. The AR Class Certificate is hereby designated as the sole "residual interest" in the REMIC constituted by the Upper Tier REMIC within the meaning of Section 860G(a)(2) of the Code, and the Certificates (other than the AR, RM and RL Classes) are hereby designated as the "regular interests" in such REMIC within the meaning of Section 860G(a)(1) of the Code. The date designated as the "startup day" of each REMIC Trust under this Trust Agreement within the meaning of Section 860G(a)(9) of the Code shall be the Settlement Date. (b) In furtherance of the intentions expressed in the foregoing subsection (a), Fannie Mae covenants and agrees that it shall: (i) prepare, sign and file, or arrange to be prepared, signed and filed, a federal income tax return using a calendar year as the taxable year for each REMIC Trust when and as required by the Code, on which a REMIC election shall be made with respect to each REMIC Trust, (ii) conduct the affairs of each REMIC Trust so as to maintain the status thereof as a REMIC under the Code, (iii) not knowingly or intentionally take any action or omit to take any action that would cause the termination of the REMIC status of each REMIC Trust, and (iv) hold harmless and indemnify the Holder of any Residual Certificate against any liability on account of any federal income tax (including interest and penalties) imposed on the related REMIC Trust to the extent that any such tax shall be paid or payable by it provided, however, that in no event shall the preceding provide indemnification to any Holder of a Residual Certificate for any tax penalty or interest imposed on such Holder as a result of such Holder's acquisition, ownership or disposition of a Residual Certificate. (c) Fannie Mac, as Trustee of each REMIC Trust, will prepare, sign and file each annual federal income tax return for the related REMIC Trust and such information returns as are required by Treasury Regulations. In addition, Fannie Mac will act as the tax matters person for each REMIC Trust in a fiduciary capacity, in the case of the REMIC constituted by the Upper Tier REMIC, for the Holder of the AR Class, in the case of the Middle Tier REMIC, for the Holder of the RM Class and, in the case of the Lower Tier REMIC, for the Holder of the RL Class. In addition, Fannie Mae will provide to each Holder of a Certificate any information or reports regarding the Certificates that may be required under the Code. In addition, Fannie Mac will provide to the Internal Revenue Service and to persons described in Section 860E(e)(3) and (6) of the Code the information described in Section 1.860D-l(b)(5)(ii) of the Treasury Regulations, or any successor regulation thereto. Such information will be provided in the manner described in Section 1.860E-2(a)(5) of the Treasury Regulations, or any successor regulation thereto. (d) Solely for purposes of Section 1.860G-l(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity date" for each Class of the Certificates is the related Final Distribution Date set forth in Section 3.1, or the Lower Tier Schedule or the Middle Tier Schedule, as applicable. 7

12 ARTICLE 3 THE CERTIFICATES SECTION 3.1. Classes of Certificates. The Certificates authorized by this Trust Agreement shall be divided into 22 classes of Senior Certificates (including three classes of Residual Certificates), three Classes of Mezzanine Certificates and three Classes of Subordinate Certificates having the terms and conditions hereafter set forth. The Final Distribution Date for each Class of Senior Certificates shall be the applicable date set forth in the Prospectus, and the Last Scheduled Distribution Date for each Class of Certificates other than the Senior Certificates, shall be the Distribution Date in June The Class designation and initial Class Balance (the "Original Class Balance") for each Class of Certificates shall be as follows: Senior Certificates Original Class Balance A-1 $115,000,000 A-2 $ 69,800,000 A-3 $ 25,000,000 A-4 $ 15,500,000 A-5 $ 50,000,000 A-6 $ 7,318,000 A-7 $110,687,000 A-8 $ 9,705,094 A-9 $ 11,270,000 A-10 $ 47,000,000 A-11 $ 57,500,000(1) A-12 $ 17,090,909 (1) A-13 $ 6,345,454 (1) A-14 $ 3,977,272 (1) A-15 $ 7,500,000 AR $ 100 PO $ 5,518,034 IO-1 $ 186,761,531 IO-2 $ 122,852,234 2A-IO $ 8,163,601 RM $ 0 RL $ 0 Mezzanine Certificates M $ 12,251,000 B-1 $ 5,250,000 B-2 $ 2,751,000 8

13 Subordinate Certificates SECTION 3.2. Distributions. B-3 $ 2,250,000 B-4 $ 2,000,000 B-5 $ 1,250,618 SECTION General. (1) Notional balances. These Classes are interest only Classes. (a) The aggregate amount of interest and principal on the Certificates distributable on any Distribution Date shall be equal to the sum of (A) the Middle Tier Interest Distribution Amount and the Middle Tier Principal Distribution Amount, respectively, on such Distribution Date and (b) with respect to the Senior Certificates only, any Guaranty Interest Amount and Guaranty Principal Amount paid pursuant to Section 3.4 hereof. All distributions of interest and principal for any such Distribution Date made with respect to a particular Class of Certificates shall be made pro rata among all Certificates of such Class in proportion to their respective Certificate Balances, with no preference or priority of any kind. All computations of interest accrued on any Certificate shall be made as if each year consisted of twelve (12) months of thirty (30) days each. (b) Following (I) the deposit by the Master Servicer of the interest collections and Principal Collections with respect to the Mortgage Loans into the Lower Tier REMIC Account on each Remittance Date pursuant to Section 3.9 of the Sale and Servicing Agreement, (II) the deposit by Fannie Mac of the Lower Tier Interest Distribution Amount and Lower Tier Principal Distribution Amount into the Middle Tier Account, and (III) the deposit by Fannie Mae of the Middle Tier Interest Distribution Amount and Middle Tier Principal Distribution Amount into the Certificate Amount, the Trustee shall, after giving effect to payments under Section 3.2.2(a) and (b), make the withdrawals from the Certificate Account set forth in clauses (i) through (vi) below in the following order of priority on the related Distribution Date. (i) to pay itself or any of its directors, officers, employees and agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 6.3; (ii) to pay for the cost of any Opinion of Counsel contemplated by this Trust Agreement (to the extent that the cost of such Opinion of Counsel is not required to be paid by any other Person under the Sale and Servicing Agreement); (iii) to pay any and all federal, state and local taxes imposed on the Trust or its assets or transactions, together with all incidental costs and expenses (except to the extent payable by Fannie Mac under Section 2.3(b)(iv)); 9

14 (iv) (v) to pay, or reimburse itself for the payment of, any tax-related expenses of the Trust (except to the extent payable by Fannie Mae under Section 2.3(b)(iv)); to pay, or reimburse itself for the payment of, the expense or liability incurred in connection with any legal action referred to in Section 6.2; and (vi) to reimburse Fannie Mae for any Guaranty Payment previously made by it. (c) Distributions to Holders of the Certificates, other than the related final distribution thereon, will be made on each Distribution Date by or on behalf of the Trustee to the Persons in whose names the related Certificates are registered at the close of business on the related Record Date. Such distributions will be made either (i) by check mailed to the address of each Holder thereof as it appears in the Certificate Register or (ii) upon written request to the Trustee at least five business days prior to the Record Date immediately prior to such Distribution Date by such Holder, by wire transfer in immediately available funds to the account of such Holder specified in the request. The final distribution on any Class of Certificates will be made in like manner, but only upon presentation and surrender of the related Certificates at the Corporate Trust Office or such other office Or address as may be specified in the notice to related Holders of such final distribution. (d) The Trustee shall distribute to the Holder of the AR Class Certificate the proceeds of the remaining assets of the Trust, if any, after (i) Class Balances of all Certificates have been reduced to zero, (ii) all compensation and reimbursements to which the Master Servicer is entitled pursuant to the Sale and Servicing Agreement have been paid in full and (iii) all amounts payable pursuant to Sections 3.2.1(b) and 3.2.1(f)(i) have been paid in full. Distribution of the proceeds of the final remaining assets of the Trust, if any, shall be made only upon presentation and surrender of the AR Class Certificate at the Corporate Trust Office or such other office or address as may be specified in the notice of such final distribution from Fannie Mae. (e) The Trustee hereby initially appoints U. S. Bank at its corporate trust office as Paying Agent for the purpose of making distributions on the Certificates as provided herein. (f) In addition to the withdrawals required to be made pursuant to Section 3.2. l(b), the Trustee may, from time to time, make withdrawals from the Certificate Account for any of the following purposes: (i) to remit to Fannie Mae any amounts deposited therein that are payable to Fannie Mae under Section 4.9; (ii) to withdraw any amount deposited therein that was not required to be deposited therein; and (iii) to clear and terminate the Certificate Account at the termination of this Trust Agreement pursuant to Section

15 SECTION Distributions to Certificateholders. (a) Interest Pagrnents. (i) On each Distribution Date, the Trustee shall pay, from interest collections on the Group 1 Loans, (A) to the Holders of the interest-beating Classes of Group 1 Senior Certificates, the amount of interest accrued thereon during the related Interest Accrual Period at the applicable annual rate specified in the Prospectus (and subject to any limitations described in the Prospectus), including the Interest Guaranty Amount, if any, paid by Fannie Mac in respect of such Classes of Group 1 Senior Certificates on such Distribution Date pursuant to Section 3.4 (a), and (B) to the Holders of the Classes of Non-Senior Certificates, the applicable Specified Non- Senior Interest Distribution Amount in accordance with the priorities set forth under "Description of the Senior and Mezzanine Certificates-- Interest Payment Priorities" in the Prospectus and "Interest Payments on the Subordinate Certificates--Interest Payment Priorities" in Exhibit M. (ii) On each Distribution Date, the Trustee shall pay, from interest collections on the Group 2 Loans, (A) to the Holders of the interest-bearing Classes of Group 2 Senior Certificates, the amount of interest accrued thereon during the related Interest Accrual Period at the applicable annual rate described in the Prospectus (and subject to any limitation described in the Prospectus), including the Interest Guaranty Amount, if any, paid by Fannie Mac in respect of such Class as of Group 2 Senior Certificates on such Distribution Date pursuant to Section 3.4 (a), and (B) to the Holders of the Classes of Non-Senior Certificates, the applicable Specified Non- Senior Interest Distribution Amount in accordance with the priorities set forth under "Description of the Senior and Mezzanine Certificates-- Interest Payment on the Senior and Mezzanine Certificates--Interest Payment Prioritie" in the Prospectus and "Interest Payments on the Subordinate Certificates--Interest Payment Priorities" in Exhibit M. (b) Principal Payments. (i) (ii) On each Distribution Date, the Trustee shall pay the A-8 Accrual Amount to the Holders of the Classes as specified in, and in accordance with the priorities set forth under, "Description of the Senior and Mezzanine Certificates--Principal Payments on the Senior and Mezzanine Certificates" in the Prospectus. On each Distribution Date, the Trustee shall pay to the Holders of the PO Class, the PO Principal Distribution Amounts, including the Principal Guaranty Amount, if any, paid by Fannie Mac in respect of such Class on such Distribution Date pursuant to Section 3.4 (b), in accordance with the priorities set forth under "Description of the Senior and Mezzanine NY v.3 11

16 Certificates--Principal Payments on the Senior and Mezzanine Certificates" in the Prospectus. (iii) On each Distribution Date, the Trustee shall pay to the Holders of the Classes specified in the Prospectus, the Combined Group 1 and Group 2 Senior Principal Distribution Amount, including, in the case of each such Class, the Principal Guaranty Amount, if any, paid by Fannie Mac in respect of such Class on such Distribution Date pursuant to Section 3.4(b), in accordance with the priorities set forth under "Description of the Senior and Mezzanine Certificates--Principal Payments on the Senior and Mezzanine Certificates" in the Prospectus. (iv) On each Distribution Date, the Trustee shall pay to the Holders of the Non-Senior Classes, the applicable Specified Non-Senior Principal Distribution Amount in accordance with the priorities set forth under "Description of the Senior and Mezzanine Certificates--Principal Payments on the Senior and Mezzanine Certificates" in the Prospectus and "Principal Payments on the Subordinate Certificates--Principal Payment Priorities" in Exhibit M. (c) Additional AR Class Distributions. The Trustee shall distribute to the Holder of the AR Class (whether held as a Combined Residual Certificate or a Separate Residual Certificate) the proceeds of the remaining assets of the Trust, if any, after the Class Balances of all Regular Certificates have been reduced to zero and all compensation and reimbursements to which the Master Servicer is entitled pursuant to the Sale and Servicing Agreement have been paid in full. (d) Realized Losses. On each Distribution Date, following the distributions to be made on such date pursuant to subsection (a) of this Section 3.2.2, the Trustee shall allocate Realized Losses as set forth in "Description of the Senior and Mezzanine Certificates-- Allocation of Losses" in the Prospectus. SECTION Determination of Class Balances. The "Class Balance" of any Class as of any date of determination is equal to the initial principal balance thereof, reduced by the aggregate of (i) all amounts allocable to principal previously distributed with respect to such Class and (ii) all Realized Losses on the Mortgage Loans allocated thereto pursuant to Section 3.2.2(d). Notwithstanding anything herein to the contrary, in no event shall the aggregate distributions of principal made with respect to any Class of Certificates on any Distribution Date exceed the outstanding Class Balance of such Class immediately prior to such Distribution Date. 12

17 SECTION Certain Rights of Holders to Receive Distributions. (a) The rights of the Holders of Certificates to receive distributions from the proceeds of the Trust in respect of such Certificates, and all rights and interests of such Holders in and to such distributions, shall be as set forth in this Agreement. Neither the Holders of any Class of Certificates nor any party hereto shall in any way be responsible or liable to the Holders of any other Class of Certificates in respect of amounts properly distributed on the Certificates. (b) When the Class Balance of any Class of Certificates has been reduced to zero, as a result of distributions of principal, allocation of Realized Losses, or any combination thereof, such Class shall have no fight to any further distributions of any kind under this Trust Agreement. SECTION Withholding and Related Matters. Notwithstanding any other provision of this Agreement, the Trustee shall comply with all federal withholding requirements respecting payments to the Holders of Certificates of interest or respecting original issue discount that the Trustee reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for such withholding. In the event the Trustee does withhold any amount from payments to any Certificateholder pursuant to such federal withholding requirements, the Trustee shall indicate to such Certificateholder the amount so withheld. All such amounts withheld shall be deemed to have been distributed to the Holders of the related Certificates for all purposes of this Agreement. SECTION 3.3. Issuance of the Certificates. (a) Book-Entry Certificates. The following Classes of Certificates, upon original issuance, shall be issued in the form of typewritten Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company (the "Depository"), which shall be the Clearing Agency by or on behalf of such Certificates: (i) the A-l, A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10, A-11, A-12, A-13, A-14, A-15, and PO Class Certificates substantially in the form of Exhibit B_hereto; (ii) the IO-1, IO-2, and 2A-IO Class Certificates substantially in the form of Exhibit C hereto; and (iii) the Mezzanine Class Certificates substantially in the form of Exhibit D hereto. The Senior Certificates and the Mezzanine Certificates shall be issued in authorized denominations as specified in the Prospectus. The Senior Certificates and the Mezzanine Certificates shall initially be registered in the Certificate Register in the name of Cede & Co., the nominee of the Clearing Agency. No Certificate Owner of a Senior Certificate or a Mezzanine Certificate shall receive a physical certificate representing such Certificate Owner's interest in such Certificates, except as provided in subsection (c) below. Unless and until Definitive Certificates have been issued to Certificate Owners pursuant to subsection (c) below: NY v.3 13

18 (i) the provisions of this subsection (a) shall be in full force and effect with respect to the Senior Certificates and the Mezzanine Certificates; (iv) Fannie Mae, the Master Servicer, the Paying Agent, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the Senior Certificates and the Mezzanine Certificates) as the authorized representatives of the related Certificateholders; (v) (vi) to the extent that the provisions of this subsection (a) conflict with any other provisions of this Agreement, the provisions of this subsection (a) shall control with respect to the Senior Certificates and the Mezzanine Certificates; and the rights of the related Certificate Owners shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates of the related Class are issued pursuant to subsection (c) below, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest on such Certificates to such Clearing Agency Participants. (b) Notices to Clearing Agency. Whenever notice or other communication to Certificate Owners is required under this Agreement, unless and until Definitive Certificates shall have been issued to the related Certifieateholders pursuant to subsection (c) below, the Trustee shall give all such notices and communications specified herein to be given to Holders of the related Certificates to the Clearing Agency for distribution to the related Certificate Owners. (c) Reissuance of Book-Entry Certificates as Definitive Certificates. If (i)(a) Fannie Mac advises the Trustee in writing, or the Trustee otherwise becomes aware that the Clearing Agency is no longer willing or able to discharge properly its responsibilities under the applicable Depository Agreement, and (B) Fannie Mac is unable to locate a qualified successor, (ii) Fannie Mac, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to the Senior Certificates or the Mezzanine Certificates or (iii) Certificate Owners representing beneficial interests aggregating not less than 50% of the aggregate Class Balance of the related Class of Certificates advise the Trustee and the applicable Clearing Agency through the applicable Clearing Agency Participants in writing that the continuation of a book-entry system through the applicable Clearing Agency is no longer in the best interests of the Certificate Owners of such Class, the Trustee shall notify all related Certificate Owners through the applicable Clearing Agency Participants, of the occurrence of any such event and of the availability of Definitive Certificates to related Certificate Owners requesting the same. Upon surrender to the Trustee of the related Certificates by the applicable Clearing Agency accompanied by registration instructions from the applicable Clearing Agency for registration, the Trustee shall issue the Definitive Certificates for such Class, substantially in NYI v,3 14

19 the forms of Exhibit B, Exhibit C or Exhibit D hereto, as applicable, in accordance with Article V hereof. Neither Fannie Mae nor the Trustee shall be liable for any delay in the delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for Senior Certificates or Mezzanine Certificates, all references herein to obligations imposed upon or to be performed by the applicable Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of the Definitive Certificates of related Class as Certificateholders of such Class hereunder. (d) Initial Definitive Certificates. The Subordinate Certificates shall be issued in certificated fully registered form in substantially the form of Exhibit E hereto. The AR, RM and RL Classes shall be initially issued as a single, fully registered Combined Residual Certificate in substantially the form of Exhibit F hereto; provided, however, that subsequent to their initial issuance, the AR, RM and RL Classes shall be issued in certificated, fully registered form as either (i) a Combined Residual Certificate in substantially the form of Exhibit F hereto or (ii)(x) in the case of the AR Class, in substantially the form of Exhibit G hereto and (y) in the case of each of the RM and RL Classes, in substantially the form of Exhibit H hereto. The Subordinate Certificates shall be issued in authorized denominations of $100,000 and integral multiples of $1 in excess thereof. The Definitive Certificates may be transferred pursuant to, and are otherwise subject to, the provisions of Article V hereof. (e) ERISA Limitations. No transfer of a Non-Senior Certificate or any interest therein shall be made to (i) any Plan or (ii) any Person who is directly or indirectly purchasing such Non-Senior Certificate or any interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, a Plan (including any insurance company using funds in its general or separate account that may constitute "plan assets"), unless the Trustee and the Transfer Agent are provided with a certification of facts or an opinion of counsel which establishes to the satisfaction of each that such transfer will not result in a violation of Section 406 of ERISA or Section 4975 of the Code or cause any of the Trustee, the Transfer Agent or the Master Servicer to be deemed a fiduciary of such Plan or result in the imposition of an excise tax under Section 4975 of the Code. In the absence of its having received the certification of facts or opinion of counsel contemplated by the preceding sentence, the Trustee and the Transfer Agent shall require the prospective transferee of any Non-Senior Certificate to certify either (a)(i) it is not a Plan and (ii) either (x) it is not a Person who is directly or indirectly purchasing such Non-Senior Certificate on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan (including any insurance company using funds in its general or separate account that may constitute "plan assets"), or (b) (i) it is an insurance company, and (ii) all of the funds to be used by it to purchase such Non-Senior Certificate are held in its general account, each of the policies held by Plans and supported by assets in such general account is a "guaranteed benefit policy," within the meaning of section 401(b)(2) of ERISA, and its purchase of such Non-Senior Certificate will not result in a violation of Section 406 of ERISA or Section 4975 of the Code, or (y) it is purchasing such Non-Senior Certificate with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of the Prohibited Transaction Class Exemption ("PTE 95-60")) and the purchase and holding of such Non-Senior Certificate are covered under Sections I and III of PTE Such representation as described above shall be deemed to have been made to the Trustee by a Certificate Owner upon its acceptance of an interest in a Non- 15

20 Senior Certificate. In the event that such representation is violated, or any attempt to transfer to a Plan or person acting on behalf of a Plan or using such Plan's assets is attempted without such opinion of counsel, such attempted transfer or acquisition shall be void and of no effect. SECTION 3.4. Distributions on Certificates; Fannie Mac Guaranty. (a) On each Distribution Date, the Trustee shall withdraw from the Certificate Account, first, an amount sufficient to pay to the Holders of each Class of Senior Certificates the amount of interest for such Class required to be distributed on such Distribution Date in accordance with Section 3.2.2(a)(i) and (ii) hereof. If the related interest collections on deposit in the Certificate Account are insufficient to pay such amount to each Class of Senior Certificates on any Distribution Date, Fannie Mac shall also provide from its own funds the amount by which the aggregate amount of interest required to be distributed on the Senior Classes exceeds such interest collections on deposit in the Certificate Account (any such excess, the "Interest Guaranty Amount") and shall cause the full amount of interest to be distributed in respect of such Class of Senior Certificates on such Distribution Date. On each Distribution Date, the Trustee shall also withdraw, from the related interest collections on deposit in the Certificate Account remaining after making the distributions required by the first sentence of this subsection (a), an amount sufficient to pay to the Holders of the Non-Senior Classes, the applicable Specified Non-Senior Interest Distribution Amount, with such interest payments to be made in the order of priority set forth under the headings "Description of the Senior and Mezzanine Certificates--Interest Payments on the Senior and Mezzanine Certificates--Interest Payment Priorities" in the Prospectus and "Interest Payments on the Subordinate Certificates-- Interest Payment Priorities" in Exhibit M. (b) On each Distribution Date, the Trustee shall withdraw from the Certificate Account, first, an amount sufficient to pay to the Holders of each Class of Senior Certificates the amount of principal required to be distributed on such Class on such Distribution Date in accordance with Section 3.2.2(b)(i), (ii) and (iii) hereof. If the related Principal Collections on deposit in the Certificate Account are insufficient to pay such amount to each Class of Senior Certificates on any Distribution Date, Fannie Mac shall also provide from its own funds the amount by which the aggregate amount of principal required to be distributed on the Senior Classes exceeds such Principal Collections on deposit in the Certificate Account (any such excess, the "Principal Guaranty Amount") and shall cause the full amount of such amount of principal required to be distributed in respect of each Class of Senior Certificates to be distributed on such Distribution Date. On each Distribution Date, the Trustee shall also withdraw, from the related Principal Collections on deposit in the Certificate Account remaining after making the distributions required by the first sentence of this subsection (b), an amount sufficient to pay to the Holders of the Group 1 and Group 2 Non-Senior Classes, the related Specified Non-Senior Principal Distribution Amount, with such principal payments to be made in the order of priority set forth under the headings "Description of the Senior and Mezzanine Certificates--Principal Payments on the Senior and Mezzanine Certificates--Distributions from Remaining Principal Collections for Both Loan Groups" in the Prospectus and "Principal Payments on the Subordinate Certificates--Principal Payment Priorities" in Exhibit M. 16

21 SECTION 3.5. Information to Certificateholders; Class Factors. On or as soon as practicable following the 23rd calendar day of each month, the Trustee shall publish or otherwise make available via Fannie Mae's Website at the following information for the Certificates as it relates to activity occurring during the related Due Period and the preceding calendar month, if applicable: (i) the factor (carried to eight decimal places) which, when multiplied by the original Class Balance of a Certificate, will equal the remaining Class Balance of such Certificate after giving effect to the distribution of principal to be made on the following Distribution Date; (ii) the amount of principal distributions on the Senior Certificates, Mezzanine Certificates and Subordinate Certificates; (iii) the aggregate amount of any prepayments in full or in part or other recoveries of principal on the Mortgage Loans (at the aggregated Mortgage Loan or "pseudo pool" basis); (iv) the amount of the principal reduction to the Class Balance of each Class of Certificates because of allocation thereto of Realized Losses on the related Mortgage Loans; (v) the Weighted Average Coupon and Weighted Average Maturity of all outstanding Mortgage Loans; (vi) separately identified, the number of all outstanding Mortgage Loans that are (a) days delinquent, (b) days delinquent, (c) at least 90 days delinquent, (d) in foreclosure and (e) REO Properties; and (vii) as a percentage of the aggregate Stated Principal Balance of all of the Mortgage Loans, the Stated Principal Balance of all Mortgage Loans that are (a) days delinquent, (b) days delinquent, (c) 90 days and over delinquent, (d) in foreclosure and (e) REO Properties. Fannie Mac also shall furnish to each Person who was the holder of a Certificate at any time during a calendar year such statements and information as shall be required to be fumished pursuant to the Code. SECTION 3.6. Determination of Interest Rates for the LIBOR Floating Rate Classes. The Interest Rates for the LIBOR Floating Rate Classes for each Interest Accrual Period shall be determined by Fannie Mac or the Paying Agent on the Index Determination Date in the month following the month in which the Settlement Date occurs and on each Index Determination Date thereafter so long as the LIBOR Floating Rate Classes are outstanding on the basis of LIBOR and the applicable formulae specified in the Prospectus. For any period during which LIBOR for any LIBOR Floating Rate Class is to be determined on the basis of the "LIBO Method" (as defined in the Prospectus), until such Class is 17

22 paid in full, Fannie Mae shall at all times retain at least four Reference Prospectus). Banks (as defined in the The Paying Agent and Fannie Mac shall have no liability or responsibility to any Person for (i) the selection of any Reference Bank for purposes of determining LIBOR or (ii) any inability to retain at least four Reference Banks which is caused by circumstances beyond their reasonable control. In determining LIBOR, any Interest Rate for the LIBOR Floating Rate Classes or any Reserve Interest Rate (as defined in the Prospectus), Fannie Mac or the Paying Agent may conclusively rely and shall be protected in relying upon the rates or offered quotations (whether written, oral or disseminated by means of an electronic information system) provided by the sources specified in the Prospectus. Neither Fannie Mac nor the Paying Agent shall have any liability or responsibility to any Person for (i) the Paying Agent's selection of New York City banks for purposes of determining any Reserve Interest Rate or (ii) its inability, following a good-faith reasonable effort, to obtain the applicable rates or quotations or to determine the arithmetic mean of such quotations, all as provided for in the Prospectus. SECTION 4.1. General. ARTICLE 4 SERVICING OF MORTGAGE LOANS; TRUST ACCOUNTS; DISTRIBUTIONS (a) Fannie Mae shall have the full power and authority to do or cause to be done any and all things as Fannie Mae shall deem necessary or appropriate in its sole discretion in connection with the servicing of the Mortgage Loans subject to such express limitations on such power, authority and discretion, and the other terms and conditions, contained in this Trust Agreement and the Sale and Servicing Agreement. (b) Fannie Mae shall initially service the Mortgage Loans by entering into the Sale and Servicing Agreement with Countrywide Home Loans, Inc. and Countrywide Home Loans Servicing LP, which latter, as an independent contractor, shall be the Master Servicer and which shall be subject to the provisions of this Article IV. SECTION 4.2. Optional Purchase of Mortgage Loans by the Master Servicer. (a) If the Master Servicer (pursuant to the Sale and Servicing Agreement) elects to purchase all of the Mortgage Loans and all of the REO Properties related thereto, if any, remaining in the Lower Tier REMIC, it shall deposit in the Lower Tier Account, not later than the fifth (5th) calendar day of the month of such purchase, an amount in immediately available funds equal to the aggregate Purchase Price of all of the Mortgage Loans and REO Properties related thereto included in the Lower Tier REMIC. Upon confirmation that such deposit has been made, the Trustee shall release or cause to be released to the purchaser the Mortgage Files for the related Mortgage Loans and shall execute all assignments, endorsements and other instruments (without recourse or warranty of any kind) furnished to it by the Master Servicer, in a form reasonably acceptable to the Trustee as shall be necessary to effectuate transfer of the related NY v.3 18

23 Mortgage Loans and REO Properties. (b) In the event that the Master Servicer (pursuant to the Sale and Servicing Agreement) purchases all of the Mortgage Loans and related REO Properties remaining in the Lower Tier REMIC as provided in this Section 4.2, the Trustee shall cause the Master Servicer, on behalf of the Lower Tier REMIC, to take such actions as are required by Section 860F of the Code with respect to the termination of the Lower Tier REMIC, unless the Master Servicer obtains at its own expense and delivers to the Trustee an Opinion of Counsel to the effect that the failure of the Lower Tier REMIC to comply with the requirements of this Section 4.2(b) will not result in the imposition of taxes on "prohibited transactions" of the Lower Tier REMIC as defined in Section 860F of the Code or cause the Lower Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding. SECTION 4.3. Accounting Records. The Trustee shall establish and maintain, as to each REMIC Trust, accounting records in which proceeds of the Mortgage Loans and distributions to Certificateholders shall be recorded and in which a record of fully repaid or liquidated Mortgage Loans shall be kept. At any particular time, the aggregate of the amount of proceeds of the Mortgage Loans entered into the accounting records (as reduced by any distributions made in respect of and from such proceeds) shall be considered to be held by the Trustee for Certificateholders, it being understood, however, that the Trustee shall have no liability to Certificateholders for the payment of interest on any such amounts so held by it for their account and that, so long as an Event of Default (as hereinafter defined) shall not have occurred and be continuing, the Trustee's obligation to remit any such amount to Certificateholders shall be through monthly distributions in amounts computed in accordance with this Trust Agreement. SECTION 4.4. Payment of Certain Expenses by Fannie Mae and the Trustee. Fannie Mae shall pay all expenses incurred by it in connection with its activities hereunder and under the Sale and Servicing Agreement and shall not be entitled to reimbursement therefor out of proceeds of the Mortgage Loans, except as expressly provided herein or in the Sale and Servicing Agreement. The Trustee shall pay all expenses incurred by it in connection with its activities hereunder and under the Sale and Servicing Agreement and shall not be entitled to reimbursement therefor out of proceeds of the Mortgage Loans, except as expressly provided herein or in the Sale and Servicing Agreement. SECTION 4.5. Lower Tier Account; Distributions. (a) On or before the issuance of the Lower Tier Interests, Fannie Mae shall either (i) open with an Eligible Depository one or more trust accounts in the name of the Trustee of the Lower Tier REMIC that shall collectively be the "Lower Tier Account", (ii) in lieu of maintaining any such account or accounts, maintain the Lower Tier Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Mortgage Loans and all investments of any such amounts as being held by it in its capacity as Trustee for the benefit of the Holders of the Lower Tier Interests or (iii) maintain the Lower Tier Account in the form of any combination of accounts or book entries described in clauses (i) and NY v.3 19

24 above. Any manner or manners in which the Lower Tier Account is maintained may at any time be changed (but must comply with clauses (i), (ii) or (iii)) without notice to, or the approval of, Holders of the Lower Tier Interests so long as funds held in the Lower Tier REMIC by, or for the account of, the Trustee shall at all times be identified. To the extent that the Lower Tier Account is maintained by the Trustee in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Lower Tier Account shall be deemed to refer to credits and debits to the related books of the Trustee. (b) Fannie Mae shall deposit in the Lower Tier Account all related Mortgage Loan proceeds received by it as Trustee hereunder and under the Sale and Servicing Agreement or any other servicing contract or arrangement. All proceeds deposited from time to time in the Lower Tier Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Trustee in the Lower Tier Account as part of the Lower Tier REMIC as herein provided, subject to withdrawal by Fannie Mae for the purposes set forth in Section 4.9. SECTION 4.6. Middle Tier Account; Distributions. (a) On or before the issuance of the Middle Tier Interests, Fannie Mac shall either (i) open with an Eligible Depository one or more trust accounts in the name of the Trustee of the Middle Tier REMIC that shall collectively be the "Middle Tier Account", (ii) in lieu of maintaining any such account or accounts, maintain the Middle Tier Account by means of appropriate entries on its books and records designating all amounts credited thereto in respect of the Mortgage Loans and all investments of any such amounts as being held by it in its capacity as Trustee for the benefit of the Holders of the Middle Tier Interests or (iii) maintain the Middle Tier Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner or manners in which the Middle Tier Account is maintained may at any time be changed (but must comply with clauses (i), (ii) or (iii)) without notice to, or the approval of, Holders of the Middle Tier Interests so long as funds held in the Middle Tier REMIC by, or for the account of, the Trustee shall at all times be identified. To the extent that the Middle Tier Account is maintained by the Trustee in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Middle Tier Account shall be deemed to refer to credits and debits to the related books of the Trustee. (b) Farlnie Mac shall deposit in the Middle Tier Account all distributions on the Lower Tier Regular Interests. All proceeds deposited from time to time in the Middle Tier Account and all investments made with such moneys, including all income or other gain from such investments, shall be held by the Trustee in the Middle Tier Account as part of the Middle Tier REMIC as herein provided, subject to withdrawal by Fannie Mac for the purposes set forth in Section 4.9. SECTION 4.7. Certificate Account. (a) On or before the issuance of the Certificates, Fannie Mac shall either (i) open with an Eligible Depository one or more trust accounts in the name of the Trustee that shall collectively be the "Certificate Account", (ii) for so long as the Trustee shall be Fannie Mac, in lieu of maintaining any such account or accounts, maintain the Certificate Account by means of 2O

25 appropriate entries on its books and records, designating all amounts credited to the Certificate Account in respect of the Lower Tier Regular Interests and all investments of any such amounts as being held by it, in its capacity as Trustee for the benefit of the Holders of the Certificates or (iii) maintain the Certificate Account in the form of any combination of accounts or book entries described in clauses (i) and (ii) above. Any manner in which the Certificate Account is maintained may at any time be changed without notice to, or the approval of, Holders of the Certificates so long as funds held in such accounts by or for the account of the Trustee shall at all times be identified. To the extent that the Certificate Account is maintained by Fannie Mae in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Certificate Account shall be deemed to refer to credits and debits to the related books of Fannie Mac. (b) Fannie Mae shall deposit in the Certificate Account all distributions on the Middle Tier Regular Interests. All proceeds deposited from time to time into the Certificate Account, and all investments made with such moneys, shall be held by the Trustee in the Certificate Account, as applicable, as part of the Trust as herein provided, subject to withdrawal by the Trustee for the purposes set forth in Section 4.9. SECTION 4.8. Investments. All or a portion of amounts in the Lower Tier Account, the Middle Tier Account or the Certificate Account maintained with an Eligible Depository Institution pursuant to clause (i) of the first sentence of Sections 4.5(a), 4.6(a) and 4.7(a) respectively, shall be invested and reinvested at the discretion and direction of the Trustee in one or more Eligible Investments bearing interest or sold at a discount. Any investments in obligations of Fannie Mae shall be made on a basis substantially comparable to that available in an arm's length transaction. No investment shall mature later than the Business Day immediately preceding the Distribution Date upon which the related amounts are required to be applied to distributions pursuant hereto, except that any investment in the federal funds market or on which the Eligible Depository Institution, in its commercial capacity, or Fannie Mac is the obligor may mature on the related Distribution Date. No Eligible Investment may be sold while in the Lower Tier Account, the Middle Tier Account or the Certificate Account except to the extent that the Trustee believes that a sale of an Eligible Investment is desirable because of the possibility of a default by the obligor thereon or because such sale will not otherwise give rise to a tax under Section 860F(a)(5) of the Code. All amounts held by the Trustee pursuant to clause (ii) of the first sentence of Sections 4.5(a), 4.6(a), or 4.7(a) may be commingled with other funds at any time held by Fannie Mae and applied, subject to its obligations herein contained, in its normal business operations or otherwise. Under no circumstance shall Fannie Mae be accountable to any REMIC Trust for interest in respect of any amounts so commingled and applied. All income or other gain from Eligible Investments shall be for the account of Fannie Mac. SECTION 4.9. Withdrawals from the Lower Tier Account, Middle Tier Account and the Certificate Account. Amounts credited to the Certificate Account on any Distribution Date shall be withdrawn 21

26 by the Trustee for application towards the payments and distributions required hereby. In the event there are amounts remaining in the Lower Tier Account or Middle Tier Account on the Distribution Date in any month following distribution of the Lower Tier Distribution Amount or Middle Tier Distribution Amount, as applicable, for such month, such amounts may be withdrawn by Fannie Mae as compensation for its administrative and guarantee obligations or as reimbursement to Fannie Mae for any advance by it pursuant to such guaranty obligations under Section 3.4. ARTICLE 5 DEFINITIVE CERTIFICATES SECTION5.1. Execution, Authentication, Availability and Dating of Definitive Certificates. The Definitive Certificates shall be executed on behalf of Fannie Mae by an Authorized Officer of Fannie Mac under the corporate seal of Fannie Mae, which may be in facsimile form and be imprinted or otherwise reproduced thereon, and shall be attested by the Secretary, Assistant Secretary, or a second Authorized Officer of Fannie Mae. The signature of any of these Persons on the Definitive Certificates may be manual or facsimile. A Definitive Certificate bearing the manual or facsimile signature of individuals who were at any time officers of Fannie Mae shall bind Fannie Mae, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificate or did not hold such offices at the date of such Certificate. At any time and from time to time after the execution and delivery of this Trust Agreement, Fannie Mae may deliver the Definitive Certificates executed by Fannie Mae to the Certificate Registrar for authentication and the Certificate Registrar shall authenticate and make available such Certificates as provided in this Trust Agreement and not otherwise. No Definitive Certificates shall be entitled to any benefit under this Trust Agreement or be valid for any purpose, unless there appears on such Definitive Certificates a certificate of authentication substantially in the form provided for herein, executed by the Certificate Registrar by the manual or facsimile signature of one of its authorized signatories, and such certificate upon the Definitive Certificates shall be conclusive evidence, and the only evidence, that such Definitive Certificates has been duly authenticated and made available hereunder. The Definitive Certificates shall be dated the date of their authentication. SECTION 5.2. Registration and Registration of Transfer of Definitive Certificates. (a) The Trustee shall cause to be kept at the office or agency to be maintained by it pursuant to Section 5.5, a register (the "Certificate Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of the Definitive Certificates and the registration of transfers of the Definitive Certificates. The Trustee hereby initially appoints U.S. Bank at its corporate trust office as Certificate Registrar and Transfer Agent for the purpose of registration of the Definitive Certificates and transfers thereof, as provided herein. Upon any resignation of any Certificate Registrar or Transfer Agent, the 22

27 Trustee shall promptly appoint a successor or, in the absence of such appointment, duties of Certificate Registrar or Transfer Agent, as the case may be. assume the (b) Upon surrender for registration of transfer of a Definitive Certificate in accordance with this Section 5.2 at the office or agency of the Trustee maintained for such purpose pursuant to Section 5.5, the Trustee shall execute, and the Certificate Registrar shall authenticate and make available, in the name of the designated transferee, a new Definitive Certificate. In the case of the surrender for registration of a transfer of the Combined Residual Certificate, such new Definitive Certificate may be either (i) a new Combined Residual Certificate or (ii) a new Separate Residual Certificate for each of the AR, RM and RL Classes. Definitive Certificates presented or surrendered for registration of transfer shall (if so required by Fannie Mae, the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or such Holder's attorney duly authorized in writing, and shall be accompanied by such other documents as Fannie Mac or the Trustee may require. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of the Certificates evidencing the Residual Classes, or any beneficial interest therein, shall be void and of no effect. In no event shall the Certificate Registrar accept surrender for transfer, registration of transfer, or register the transfer, of a Residual Certificate nor authenticate and make available any new Residual Certificate unless the Certificate Registrar has received a properly executed United States Intemal Revenue Service Form W-9 together with an affidavit from the proposed transferee in the form attached hereto as Exhibit K. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate and to a Disqualified Organization shall cease to have any further effect (and the applicable portions of the legend to the Residual Certificates may be deleted) in the event that the Trustee determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Trust or upon the transferor of a Residual Certificate, or to maintain the qualification of each REMIC Trust as a REMIC and, as a result of such determination, this Trust Agreement is amended to declare such restrictions to be of no further effect. (d) Under the REMIC Provisions, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a "non-economic residual interest" within the meaning of the REMIC Provisions for the purpose of avoiding or impeding the assessment or collection of tax shall be disregarded for all U.S. federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 5.2(c) (attached hereto as Exhibit K) shall also contain a statement that no purpose of such transfer is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by the Residual Certificate, that it intends to pay taxes associated with holding the Residual Certificate as they become due, and that it will not cause income from a Residual Certificate to be attributable to a foreign permanent establishment or fixed base of the proposed transferee or another U.S. taxpayer. NY v.3 23

28 (e) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Person that is not a U.S. Person of any Residual Certificate, or any beneficial interest therein, (x) to a Person that is not (i) a U.S. Person or (ii) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate or (y) to a partnership of which any Person that holds an interest (directly or indirectly through a pass-through entity) is not (i) a U.S. Person or (ii) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate shall be void and of no effect. The foregoing restriction shall cease to have any effect with respect to a transfer of any Residual Certificate to a Person that is not a U.S. Person only if the Trustee has consented to such transfer expressly in writing. (f) A Definitive Certificate issued upon any registration of transfer thereof shall be the valid obligation of the Trustee and entitled to the same benefits under this Trust Agreement as the Definitive Certificate surrendered upon such registration of transfer. (g) A service charge in an amount determined by the Trustee (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar and in the office of the Corporate Secretary of the Trustee) shall be made for any registration of transfer of the Definitive Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of a Definitive Certificate, other than exchanges pursuant to Section 5.3 hereof not involving any transfer. (h) No transfer of a Mezzanine Certificate or any interest therein shall be made to (i) any Plan, or (ii) any Person who is directly or indirectly purchasing the Mezzanine Certificate or an interest therein on behalf of, as named fiduciary of, as trustee of, or with assets of, a Plan (including any insurance company using funds in its general or separate account that may constitute "plan assets"), unless the Trustee and the Transfer Agent are provided with a certification of facts or an opinion of counsel which establishes to the satisfaction of each that such transfer will not result in a violation of Section 406 of ERISA or Section 4975 of the Code or cause any of the Trustee, the Transfer Agent or the Master Servicer have any additional duties under this Trust Agreement or the Sale and Servicing Agreement. In the absence of its having received the certification of facts or opinion of counsel contemplated by the preceding sentence, the Trustee and the Transfer Agent shall require the prospective transferee of any Mezzanine Certificate to certify that (i) it is not a Plan and (ii) it is not a Person who is directly or indirectly purchasing the Mezzanine Certificate on behalf of, as named fiduciary of, as trustee of, or with assets of a Plan (including any insurance company using funds in its general or separate account that may constitute "plan assets"). Such representation as described above shall be deemed to have been made to the Trustee by the transferee's acceptance of an interest in a Mezzanine Class. In the event that such representation is violated, or any attempt to transfer to a Plan or person acting on behalf of a Plan or using such Plan's assets is attempted without such opinion of counsel, such attempted transfer or acquisition shall be void and of no effect. (i) No purported transfer of record or beneficial ownership of (i) a Mezzanine Certificate that is issued as a Definitive Certificate or (ii) a Subordinate Certificate shall be made unless the Certificate Registrar shall have received from the transferee a Transferee Agreement NY v.3 24

29 in the form attached hereto as Exhibit L, which shall not be an expense of the Fannie Mae, the Trustee or Certificate Registrar; provided, however, that in the case of transfer of any such Mezzanine Certificate, Section 2 and paragraphs (a), (b), (c), (d) and (f) of Section 3 of the Transferee Agreement shall not apply. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of any Plan without the delivery to the Certificate Registrar of an Opinion of Counsel, which shall not be rendered by counsel to Fannie Mae or the Trustee, as described in Exhibit L hereto shall be null and void and of no effect. SECTION 5.3. Mutilated, Destroyed, Lost or Stolen Definitive Certificates. If (i) any mutilated Definitive Certificate is surrendered to the Trustee or the Certificate Registrar, or (ii) the Trustee receives evidence to its satisfaction of the destruction, loss or theft of the Definitive Certificate, and there is delivered to the Trustee such security or indemnity as may be required by it to save it harmless, then, in the absence of notice to the Trustee that such Definitive Certificate has been acquired by a bona fide purchaser, the Trustee shall execute and the Certificate Registrar shall authenticate and make available, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Definitive Certificate, a new Definitive Certificate. Upon the issuance of any new Definitive Certificates under this Section 5.3, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any duplicate Definitive Certificates issued pursuant to this Section 5.3 shall constitute complete and indefeasible evidence of ownership in the Trust as if originally issued, whether or not the lost or stolen Definitive Certificates shall be found at any time. SECTION 5.4. Person Deemed Owners of Definitive Certificates. Prior to due presentation of a Definitive Certificate for registration of transfer, Fannie Mae, the Trustee, the Certificate Registrar and any agent of Fannie Mae or the Trustee may treat the Person in whose name such Definitive Certificate is registered as the owner of the Definitive Certificate for the purpose of receiving distributions, if any, pursuant hereto and for all other purposes whatsoever, and neither Fannie Mae nor the Trustee, the Certificate Registrar or any agent of Fannie Mac or the Trustee shall be affected by notice to the contrary. SECTION 5.5. Maintenance of Office or Agency for Definitive Certificates. Fannie Mac shall maintain at its expense an office or agency where the Definitive Certificates may be surrendered for registration of transfer and where notices and demands to or upon Fannie Mae in respect of the Definitive Certificates and this Trust Agreement may be served. Fannie Mac will give prompt written notice to each Holder of the Definitive Certificates of any change in the location of any such office or agency. SECTION 5.6. Reference in Definitive Certificates to Supplemental Agreements. A Definitive Certificate authenticated and made available after the execution of any Supplemental Agreement pursuant to Article IX of this Trust Agreement may, and if required by Fannie Mac shall, bear a notation as to any matter provided for in such Supplemental Agreement. If Fannie Mae shall so determine, a new Definitive Certificate so modified as to conform, in the NY v.3 25

30 opinion of Fannie Mae, to any such Supplemental Agreement may be prepared and executed by Fannie Mae and authenticated and made available by the Certificate Registrar in exchange for the outstanding Definitive Certificates. SECTION 5.7. Amendment Relating to Transfer to Disqualified Organization. Fannie Mae and the Trustee may, without the consent of any Holders of the Certificates, upon notice to the Holders of the Residual Certificates, notwithstanding any provisions hereof to the contrary, amend this Trust Agreement in such manner as Fannie Mae may direct; provided, however, that any such amendment shall be limited to such matters as, in the judgment of Fannie Mae, based upon the written advice of its tax counsel, are reasonably necessary (i) to ensure that the record ownership of, or any beneficial interest in, any Residual Certificate is not transferred, directly or indirectly, to a Disqualified Organization; and (ii) to provide for a means to compel the transfer of any Residual Certificate that are held by a Disqualified Organization to a Holder that is not a Disqualified Organization. SECTION 5.8. Demands, Notices, Communications. All formal demands, notices and communications by and among Fannie Mae, the Certificate Registrar, the Paying Agent, the Transfer Agent and the Holder of any Residual Certificate shall be in writing and delivered in person or by first class mail, postage prepaid (a) if to Fannie Mae, to the Corporate Secretary of Fannie Mae, 3900 Wisconsin Avenue, N.W., Washington, D.C , or to such other address or addresses as shall be set forth in a notification to such Holder; (b) if to the Certificate Registrar, the Paying Agent or the Transfer Agent, to the corporate trust office of the Certificate Registrar, the Paying Agent and the Transfer Agent located at 1 Federal Street, Boston, Massachusetts 02110, or as such other address or addresses as shall be set forth in a notification to such Holder; or (c) if to the Holder of a Residual Certificate, to such Holder at the address shown in the Certificate Register. Any Person sending a notification to such Holder shall send copies of such notification as provided herein to Fannie Mae, the Certificate Registrar, the Paying Agent and the Transfer Agent. Any notice mailed in the manner provided above within the time, if any, prescribed in this Trust Agreement, or if no such time is specified, five Business Days after mailing, shall be conclusively presumed to have been duly given whether or not such Holder receives such notice. ARTICLE 6 LIMITATION OF LIABILITY AND INDEMNITY SECTION 6.1. General Limitation. Each offannie Mae and the Trustee shall be liable under the terms of the Certificates and this Trust Agreement only to the extent it is grossly negligent with respect to its performance of the duties and responsibilities imposed by the terms of the Lower Tier Interests, the Certificates and this Trust Agreement. SECTION 6.2. Measure of Liability. Neither Fannie Mae nor the Trustee, nor any of their respective directors, officers, 26

31 employees or agents, shall be under any liability for any action taken or for refraining from the taking of any action in good faith pursuant to the terms of this Trust Agreement, or for errors in judgment; provided, however, that this provision shall not protect Fannie Mae, the Trustee or any Person against any liability for action or inaction by it by reason of its willful misfeasance, bad faith or gross negligence, or by reason of its willful disregard of obligations and duties. Neither Fannie Mae nor the Trustee shall have any obligation to appear in, prosecute or defend any legal action which is not incidental to its duties under this Trust Agreement and which in its opinion may involve it in expense or liability; provided, however, that the Trustee in its discretion may undertake any such legal action which it may deem necessary or desirable in the interests of the Holders. In the event that Fannie Mae or the Trustee in its discretion so determines to undertake any legal action in connection with this Trust Agreement, Fannie Mae or the Trustee, as applicable, shall be reimbursed for any liability or expense incurred in connection therewith, including attorneys' fees. SECTION 6.3. Indemnification of the Trustee. The Trustee and any director, officer, employee or agent of the Trustee shall be entitled to be paid, indemnified and held harmless by the Trust (to the extent of amounts on deposit in the Certificate Account from time to time) against any loss, liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement) arising out of, or incurred in connection with, the Trustee's administering the trusts hereunder, including (i) protecting the interests, and enforcing the rights and remedies, of the Certificateholders during the continuance of an Event of Default (as defined in the Sale and Servicing Agreement or this Trust Agreement), (ii) defending or prosecuting any legal action relating to this Trust Agreement or the Certificates, or (iii) being the mortgagee of record with respect to the Mortgage Loans and owner of record with respect to any REO Property; provided that neither the Trustee nor any of the other above specified Persons shall be entitled to payment or indemnification pursuant to this Section 6.3 for any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of the Trustee's obligations and duties hereunder, or by reason of reckless disregard of such obligations or duties. The provisions of this Section 6.3 shall survive any resignation or removal of the Trustee and the appointment of a successor trustee. ARTICLE 7 FANNIE MAE SECTION 7.1. Resignation. Fannie Mae shall not resign from the duties imposed upon it in its corporate capacity or in its capacity as Trustee by the terms of this Trust Agreement except upon determination that the performance of such duties is not permissible under applicable law. Any such determination shall be based upon and be consistent with an Opinion of Counsel. In the event that the basis of any such Opinion of Counsel shall relate to the dual nature of Fannie Mae's activities hereunder and the conclusion of such Opinion of Counsel may be changed by Fannie Mae's resigning in its corporate capacity or resigning in its capacity as Trustee, Fannie Mae shall resign in its capacity 27

32 as Trustee and shall continue to act hereunder in its corporate capacity. No resignation shall become effective until a successor shall have been appointed and shall have assumed all duties imposed by the terms of this Trust Agreement; provided, however, that no successor to Fannie Mae in its corporate capacity hereunder shall be obligated to perform under Fannie Mae's guaranty obligations set forth in the Trust Agreement. Fannie Mae, notwithstanding any such resignation, shall continue to be obligated under its guaranty obligations of the Lower Tier Interests, the Middle Tier Interests and the Senior Certificates set forth in this Trust Agreement. In the event of any such resignation, Fannie Mae promptly shall furnish written notice thereof to all Holders of Certificates, together with an explanation of the reason or reasons therefor, and at its own cost and expense shall proceed promptly to petition a court of competent jurisdiction for the appointment of a successor to assume the duties imposed by this Trust Agreement in respect of the capacity or capacities as to which Fannie Mae shall have resigned. Fannie Mac shall take all such action and execute and deliver all such instruments as may be necessary and appropriate to prosecute such petition and to comply with all final orders and decrees of the court. SECTION 7.2. Merger or Consolidation. Any corporation or other entity into which Fannie Mae is merged or consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which Fannie Mae shall be a party, or any corporation or other entity succeeding to the business of Fannie Mae, shall succeed to and assume all duties imposed upon Fannie Mae in its corporate capacity and in its capacity as Trustee by the terms of this Trust Agreement, without the filing of any instrument or the performance of any further act by Fannie Mac or any Certificateholder. Fannie Mae promptly shall furnish written notice of such succession to all Certificateholders. SECTION 7.3. Succession upon Default. Each of the following events shall constitute an event of default (each an "Event of Default") hereunder: (a) any failure by the Trustee to distribute to Holders of Certificates of any Class any distribution required to be made under the terms of such Certificates and this Trust Agreement that continues unremedied for a period of fifteen (15) days after the date upon which written notice of such failure, requiring the same to be remedied, shall have been given to the Trustee by (x) the Holders of a Class of Senior Certificates having Certificate Balances aggregating not less than 5% of the Class Balance of the Certificates of such Class or (y) if no Senior Certificates shall be outstanding, Holders of a Class of Mezzanine or Subordinate Certificates having Certificate Balances aggregating not less than 5% of the Class Balance of the Certificates of such Class; (b) any failure on the part of Fannie Mae or the Trustee duly to observe or perform in any material respect any other of the covenants or agreements on the part of Fannie Mae or the Trustee in the Certificates or in this Trust Agreement that continues unremedied for a period of sixty (60) days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to Fannie Mae or the Trustee, as applicable, by the Holders of 28

33 any Class of Senior Certificates having Certificate Balances aggregating not less than 25% of the Class Balance of such Class or, if no Senior Certificates shall be outstanding, Holders of a Class of Mezzanine or Subordinate Certificates having Certificate Balances aggregating not less than 25% of the Class Balance of the Certificates of such Class; (c) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against Fannie Mae or against the Trustee (in its individual capacity) and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; (d) Fannie Mae or the Trustee (in its individual capacity) shall consent to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings relating to Fannie Mae or to the Trustee (in its individual capacity) or to all or substantially all of its property; or (e) Fannie Mae or the Trustee (in its individual capacity) shall admit in writing its inability to pay its debts generally as they become due, file a petition to invoke any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligation. Upon the occurrence of an Event of Default with respect to Trustee, or any of its successors in such capacity (or, if Fannie Mae shall be the Trustee at such time, an Event of Default with respect to Fannie Mae) and so long as such Event of Default shall not have been remedied, the Holders of any Class of Senior Certificates having Certificate Balances aggregating not less than 25% of the Certificate Balance of the Certificates of such Class or, if no Senior Certificates shall be outstanding, Holders of a Class of Mezzanine or Subordinate Certificates having Certificate Balances aggregating not less than 25% of the Class Balance of the Certificates of such Class may (a) terminate all obligations and duties imposed upon Fannie Mae in its corporate capacity (other than its guaranty obligations as set forth in the first paragraph of Section 7.1) or, as the case may be, all obligations and duties imposed upon any such successor to Fannie Mae, and (b) name and appoint a successor or successors to succeed to and assume all of such obligations (other than its guaranty obligations as set forth in the first paragraph of Section 7.1). Such actions shall be effected by notice in writing to Fannie Mae (or any successor, as applicable) and shall become effective upon receipt of such notice by Fannie Mae (or any successor, as applicable) and the acceptance of such appointment by such successor or successors. Upon the occurrence of an Event of Default with respect to the Trustee, or any of its successors (or, if Fannie Mae shall be the Trustee at such time, an Event of Default with respect to Fannie Mae) and so long as such Event of Default shall not have been remedied, the Holders of any Class of Senior Certificates having Certificate Balances aggregating not less than 25% of the Certificate Balance of the Certificates of such Class or, if no Senior Certificates shall be outstanding, not less than 25% of the Class Balance of any Class of Mezzanine or Subordinate Certificates may (a) terminate all obligations and duties imposed upon the Trustee under this Trust Agreement, and (b) name and appoint a successor or successors (in case such Holders of NY v.3 29

34 Certificates shall appoint a separate Person to act as Trustee) to succeed to and assume all of such obligations and duties and to the legal title to the Mortgage Loans, the Lower Tier Regular Interests, the Middle Tier Regular Interests and other assets comprising the REMIC Trusts. Such actions shall be effected by notice in writing to the Trustee (or any successor, as applicable) and shall become effective upon receipt of such notice by the Trustee (or any successor, as applicable) and the acceptance of such appointment by such successor or successors. On and after the receipt by Fannie Mac or the Trustee, as applicable, of such written notice and the acceptance by the successor or successors to Fannie Mac or the Trustee, as applicable, all obligations (other than the guaranty obligations of Fannie Mac as set forth in the first paragraph of Section 7.1.) and duties imposed upon Fannie Mac or the Trustee, as applicable, under this Trust Agreement shall pass to and vest in the successor or successors named in the notice and such successor or successors shall be authorized, and hereby are authorized, to take all such action and execute and deliver all such instruments and documents on behalf of Fannie Mae or the Trustee, as applicable, as attorney in fact or otherwise, as may be necessary and appropriate to effect the purposes of such written notice, including, without limitation, the transfer of legal title in and to the Mortgage Loans, the Lower Tier Regular Interests, the Middle Tier Regular Interests and all proceeds and avails thereof then held by Fannie Mac or the Trustee. SECTION 7.4. Fannie Mac as Holder. Fannie Mac shall have the fight to purchase and hold for its own account any Certificate issued pursuant to the terms of this Trust Agreement, notwithstanding the rights and duties conferred and imposed upon Fannie Mac by this Trust Agreement. In determining whether the Holders of the requisite amount of Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder, any Certificate held by Fannie Mac in its corporate capacity shall be disregarded and deemed not to be outstanding. SECTION 7.5. Trustee May Own Certificates. The Trustee, in its individual or any other capacity, may become the owner or pledgee of Certificates with the same rights it would have if it were not the Trustee. In determining whether the Holders of the requisite amount of Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder, any Certificate held by the Trustee in any such capacity shall be disregarded and deemed not to be outstanding. SECTION 8.1. Termination. ARTICLE 8 TERMINATION (a) The Trust and the respective obligations and responsibilities of Fannie Mac and the Trustee created hereby shall terminate, as to each REMIC Trust, upon the last action required to be taken by the Trustee pursuant to this Article VIII following the earlier of: (i) the later of the final payment or other liquidation (or any advance with NY v.3 30

35 respect thereto) of the last Mortgage Loan, and any related REO Properties remaining in the Lower Tier REMIC; or (ii) the purchase by the Master Servicer pursuant to the Sale and Servicing Agreement of all the Mortgage Loans, and any other assets of the Lower Tier REMIC; provided, however, that in no event shall the trust created hereby continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James's, living on the date hereof. (b) [Reserved]. (c) The respective obligations and responsibilities of Fannie Mac in its corporate capacity and in its capacity as Trustee under this Trust Agreement shall terminate, as to the Trust, upon distribution by Fannie Mac to all Holders of the Certificates of all amounts required to be distributed hereunder upon the final payment of the Lower Tier Interests and the Middle Tier Interests; provided, however, that in no event shall the Trust continue beyond the expiration of 21 years from the death of the survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James's, living on the date hereof. (d) Notice of any termination shall be given promptly by Fannie Mac to Holders of Regular Certificates by publication of a Class Factor equal to zero for each outstanding Class of Certificates as soon as practicable after (i) the eleventh calendar day of the month of the related Distribution Date in the case of any Class of Senior or Mezzanine Certificates and (ii) the twenty-first calendar day of the month of the related Distribution Date in the case of any Subordinate Class. Notice to the Holders of the Regular Certificates shall be given by letter mailed not earlier than forty-five (45) days and not later than thirty (30) days prior to the Final Distribution Date or Last Scheduled Distribution Date, as the case may be, unless notice cannot be given within this timeframe because of unscheduled principal prepayments in which case notice shall be given as promptly as practicable after Fannie Mae determines that such final payment is required to be made (such notice to be given in such manner as shall reasonably assure its prompt receipt). ARTICLE 9 SUPPLEMENTAL AGREEMENTS SECTION 9.1. Permissible Without Action by Certificateholders. Fannie Mac and the Trustee, from time to time and at any time, may, without the consent of or notice (other than in the case of any instrument supplemental hereto pursuant to clause (b) below) to any Holder of a Certificate, a Middle Tier Regular Interest or Lower Tier Regular Interest, enter into an agreement or other instrument supplemental hereto and which thereafter shall form a part hereof, for any one or more of the following purposes: (a) to add to the covenants of Fannie Mae or the Trustee or to cure any ambiguity or correct any error; 31

36 (b) to evidence the succession pursuant to Article VII of another Person or Persons to Fannie Mae or the Trustee and the assumption by such successor or successors of the obligations offannie Mae and/or the Trustee hereunder, as the case may be; (c) capacity; to eliminate any right reserved to or conferred upon Fannie Mae in its corporate (d) to take such action to supplement any provision in this Trust Agreement as Fannie Mae or the Trustee may deem necessary or desirable, provided such action shall not adversely affect the interests of any Holder of any Class that is outstanding immediately prior to the execution of such instrument supplemental hereto; or (e) to modify, eliminate or add to the provisions of this Trust Agreement to such extent as shall be necessary to maintain the qualification of each REMIC Trust as a REMIC under the Code; provided that (i) there shall have been delivered to the Trustee an Opinion of Counsel to the effect that such action is necessary or advisable to maintain such qualification, and (ii) such amendment shall not have any of the effects described in paragraphs (i) through (v) of the proviso to Section 9.2(a). SECTION 9.2. Waivers and Supplemental Agreements. With the consent of Fannie Mac and the Holders of each Class of Certificates having Certificate Balances aggregating not less than 66% of the Class Balance for such Class (a) compliance by Fannie Mae and/or the Trustee with any of the terms of this Trust Agreement may be waived or (b) Fannie Mac and/or the Trustee may enter into any supplemental agreement (each, a "Supplemental Agreement") for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Trust Agreement or of modifying in any manner the rights of the holders of the Lower Tier Regular Interests, the Middle Tier Regular Interests or the Certificates; provided that no such waiver or Supplemental Agreement shall: (i) without the consent of all Certificateholders affected thereby, reduce in any manner the amount of, or delay the timing of, distributions which are required to be made on any Certificate; (ii) without the consent of all Certificateholders, reduce the percentages of Certificates, the Holders of which are required to consent to any waiver or any Supplemental Agreement under this Section 9.2; (iii) without the consent of all Holders of Senior Certificates, eliminate, change, add to or modify Fannie Mac's guaranty obligations with respect to the Senior Certificates pursuant to Section 3.4 hereof; or (iv) without the consent of the Holder of any Residual Certificate, materially adversely affect the rights of the Holder of the Residual Certificate including, without limitation, any such waiver or Supplemental Agreement which might have the effect of increasing any taxes payable by the Holder of any Residual Certificate. NY v.3 32

37 It shall not be necessary for Holders to approve the particular form of any proposed Supplemental Agreement, but it shall be sufficient if such Holders shall approve the substance thereof. Promptly after the execution of any Supplemental Agreement pursuant to this Section 9.2, Fannie Mae shall give written notice thereof to the Certificateholders. Any failure of Fannie Mae to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Agreement. ARTICLE 10 MISCELLANEOUS SECTION Holders. Neither the death, the incapacity nor the dissolution of any Holder shall operate to terminate this Trust Agreement or entitle such Holder's legal representative or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the affairs of the Trust, nor otherwise affect the rights, duties and obligations of any of the parties to this Trust Agreement. No Holder shall have any fight to control or to participate in the control and administration of the Trust, nor shall any of the terms of this Trust Agreement be construed to constitute the Holders and Fannie Mac or the Trustee as partners or members of an association, nor shall any Holder have any duty or liability to any third Person by reason of any action taken by the parties to this Trust Agreement pursuant to any provision hereof. No Holder shall have any fight by virtue of any provision of this Trust Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Trust Agreement unless an Event of Default shall have occurred and be continuing in respect of the Trust Agreement. For the protection and enforcement of the provisions of this Section 10.1, each and every Holder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Any consent by any Holder of a Certificate pursuant to this Trust Agreement shall be conclusive and binding on such Holder and upon all future Holders of such Certificate and of any Certificate issued upon the registration of transfer thereof or in lieu thereof whether or not notation of such consent is made upon such Certificate. SECTION Governing Law. This Agreement and the Certificates shall be construed in accordance with the internal laws of the District of Columbia applicable to agreements made and to be performed in the District of Columbia, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. SECTION Demands, Notices, Communications. NY v.3 33

38 All formal demands, notices and communications by and among Fannie Mae, the Trustee, the Certificate Registrar, the Paying Agent, the Transfer Agent and the Holder of any Certificate shall be in writing and delivered in person or by first class mail, postage prepaid (a) if to Fannie Mae or the Trustee, to the Corporate Secretary of Fannie Mae, 3900 Wisconsin Avenue, N.W., Washington, D.C , or to such other address or addresses as shall be set forth in a notification to such Holder; (b) if to the Certificate Registrar, the Paying Agent or the Transfer Agent, to the corporate trust office of the Certificate Registrar, the Paying Agent and the Transfer Agent located at 1 Federal Street, Boston, Massachusetts 02110, or as such other address or addresses as shall be set forth in a notification to any Holder; (c) if to the Depository or the Cleating Agent, to the Manager, Reorganization Department, The Depository Trust Company, 7 Hanover Square, 23rd Floor, New York, New York , or to such other address or addresses as shall be set forth in a notification to such Holder; (d) if to the Holders of the Definitive Certificates, to such Holders at the addresses shown in the Certificate Register or (e) if to the Holder of a Senior Certificate or a Mezzanine Certificate to the appropriate Holder in care of the Depository at the address provided to Fannie Mae by the Depository. Any Person sending a notification to such Holders shall send copies of such notification as provided herein to Fannie Mae, the Trustee, the Certificate Registrar, the Paying Agent and the Transfer Agent. Any notice mailed in the manner provided above within the time, if any, prescribed in this Trust Agreement, or if no such time is specified, five (5) Business Days alter mailing, shall be conclusively presumed to have been duly given whether or not such Holder receives such notice. SECTION Severabilit, of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Trust Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Trust Agreement and shall in no way affect the validity or enforceability of the other provisions of this Trust Agreement or of the Lower Tier Regular Interests, the Middle Tier Regular Interests or the Certificates or the rights of the Holders thereof. SECTION Depositor-,/as Agent. For each Book-Entry Certificate, the Depository shall be considered to be acting as the agent of Fannie Mae in providing to and conferring upon the related Certificate Owners, as such Certificate Owners shall appear on the records of such Depository, the substantive tights and benefits that are provided for herein for Holders of such Certificates. Accordingly, the substantive effect of all provisions herein providing rights and benefits to Holders of such Certificates, including, without limitation, provisions relating to distributions, voting and notices, shall apply to such record owners on the books of the Depository, acting as agent for Fannie Mae. NY v.3 34

39 IN WITNESS WHEREOF, the parties hereto hereby execute this Trust Agreement, as of the day and year first above written. FANNIE MAE, in its corporate capacity and as Trustee [SEALI By:. Name: Title: Attest: Name: Title: TRUST AGREEMENT W4 SIGNATURE PAGE 35

40 EXHIBIT A-1 GROUP 1 LOANS A-l-1

41 EXHIBIT A-2 GROUP 2 LOANS NY v.3 A-2-I

42 EXHIBIT B [FORM OF "A" CLASS CERTIFICATE (OTHER THAN AN INTEREST ONLY CLASS)] THIS [ ] CLASS GUARANTEED 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 CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND, NOTWITHSTANDING REFERENCES HEREIN OR IN THE TRUST AGREEMENT TO PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS REPRESENTED HEREBY. THIS [ ] CLASS GUARANTEED 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 GUARANTEED CERTIFICATE IS A GLOBAL CERTIFICATE REPRESENTING THE OWNERSHIP OF THE ENTIRE CLASS OF GUARANTEED 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. B-1

43 Pursuant to Trust Agreement Dated as of April 1, 2004 Fannie Mae Guaranteed REMIC Pass-Through Certificate evidencing an undivided beneficial ownership interest in Fannie Mae REMIC Trust 2004-W4 Class: Original Class Balance: $ IssueDate: April1,2004 [InterestRate: %*] [Variable Interest Rate] [Principal Only] CertificateNo.: CUSIPNo.: FinalDistributionDate:June2034 RegisteredHolder:Cede& Co. Taxpayer Identification Number: The Registered Holder identified above or registered assigns (the "Holder") is the owner of a Guaranteed Certificate (as defined below) issued pursuant to, and subject to the terms and conditions of, the trust agreement dated as of April 1, 2004 (as amended or otherwise modified from time to time, the "Trust Agreement"), between Fannie Mae in its corporate capacity and Fannie Mae as trustee (the "Trustee"). This Guaranteed 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 Guaranteed Certificate is one of a duly authorized issue of Guaranteed REMIC Pass- Through Certificates of Fannie Mae (herein called the "Guaranteed Certificates") which, together with the Mezzanine Classes of Wisconsin Avenue Securities REMIC Pass-Through Certificates, Series 2004-W4 (the "Mezzanine Certificates") and the Subordinate Classes of Wisconsin Avenue Securities REMIC Pass-Through Certificates, Series 2004-W4 (the "Subordinate Certificates" and, together with the Guaranteed Certificates and the Mezzanine Certificates, the "Certificates"), represent the beneficial ownership of Fannie Mae REMIC Trust 2004-W4 (herein called the "Trust Fund"), all issued and to be issued under the Trust Agreement, to which Trust Agreement and all amendments supplemental thereto reference is hereby made for a statement of the respective rights thereunder of Fannie Mae, the Trustee and the Holders of the Certificates of each Class thereof and the terms upon which this Guaranteed Certificate is, and is to be, authenticated and made available. All capitalized terms used in this Guaranteed Certificate that are defined in the Trust Agreement shall have the meanings assigned to them in the Trust Agreement. The Guaranteed Certificates are entitled to distributions solely as described in the Trust Agreement on the related Distribution Date. Subject to certain limitations set forth in the Trust Agreement. B-2

44 Beneficial ownership of this Guaranteed Certificate 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 Guaranteed Certificate, agrees to be bound by the Trust Agreement. The Holder of this Guaranteed Certificate agrees to, and shall be bound by, the book-entry procedures set forth in the Trust Agreement. Distributions on this Guaranteed Certificate shall 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 Guaranteed Certificate shall be made only upon presentation and surrender of this Guaranteed Certificate at the Corporate Trust Office of the Paying Agent as specified in the Trust Agreement. Any reduction in the principal amount of this Guaranteed Certificate (or any predecessor Guaranteed Certificate) effected by any payments made on any Distribution Date shall be binding upon all future Holders of this Guaranteed Certificate and of any Guaranteed 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 Mac and the rights of the Certificateholders under the Trust Agreement at any time by Fannie Mae with the consent of the Holders of Certificates of each Class having Certificate Balances aggregating not less than 66% of the Class Balance of the Certificates of such Class. Any such consent by the Holder of this Guaranteed Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Guaranteed Certificate and of any Guaranteed 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 Guaranteed Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. This Guaranteed Certificate is issuable only as a registered Guaranteed Certificate. As provided in the Trust Agreement and subject to certain limitations set forth therein, the transfer of this Guaranteed Certificate is registrable in the Certificate Register of Fannie Mae upon surrender of this Guaranteed Certificate for registration of transfer at the office or agency maintained by Fannie Mae for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to Fannie Mac and the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and such other documents as Fannie Mac, the Trustee or the Certificate Registrar may require, and thereupon a new [ ] Class Guaranteed Certificate for the same initial Certificate Balance will be issued to the designated transferee. A service charge in an amount determined by Fannie Mae shall be imposed for any registration of transfer or exchange of this Guaranteed Certificate and Fannie Mac may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. B-3

45 Fannie Mae, the Trustee, the Certificate Registrar and any agent of Fannie Mae or the Trustee may treat the Person in whose name this Guaranteed Certificate is registered as the owner hereof for all purposes, and neither Fannie Mac nor the Trustee, the Certificate Registrar or any agent offannie Mae or the Trustee shall be affected by notice to the contrary. This Guaranteed Certificate and Trust Agreement shall 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. This Guaranteed 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 Guaranteed 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 Guaranteed Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose. B-4

46 IN WITNESS WHEREOF, the parties hereto hereby execute this Trust Agreement, as of the day and year first above written. FANN1E MAE, in its corporate capacity and as Trustee [SEAL] Name: Title: Attest: Name: Title: Y/_ TRUST AGREEMENT W4 SIGNATURE PAGE NY v2 35

47 CERTIFICATE OF AUTHENTICATION This is the [ ] Class Guaranteed Certificate referred to in the within-mentioned Trust Agreement. U. S. BANK NATIONAL ASSOCIATION, Certificate Registrar Dated: By: Authorized Signatory B-6

48 EXHIBIT C [FORM OF INTEREST ONLY CLASS CERTIFICATE] THIS [ ] CLASS GUARANTEED 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 CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND, NOTWITHSTANDING REFERENCES HEREIN OR IN THE TRUST AGREEMENT TO PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS REPRESENTED HEREBY. INTEREST ON THIS [ ] CLASS GUARANTEED 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 GUARANTEED CERTIFICATE IS A GLOBAL CERTIFICATE REPRESENTING THE OWNERSHIP OF THE ENTIRE CLASS OF GUARANTEED 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

49 Pursuant to Trust Agreement Dated as of April 1, 2004 Fannie Mae Guaranteed REMIC Pass-Through Certificate evidencing an undivided beneficial ownership interest in Fannie Mac REMIC Trust 2004-W4 Class: Issue Date: April 1, 2004 CertificateNo.: CUSIPNo.: OriginalNotionalClassBalance:$ VariableInterestRate FinalDistributionDate: June2034 RegisteredHolder:Cede& Co. Taxpayer Identification Number: The Registered Holder identified above or registered assigns (the "Holder") is the owner of a Guaranteed Certificate (as defined below) issued pursuant to, and subject to the terms and conditions of, the trust agreement dated as of April 1, 2004 (as amended or otherwise modified from time to time, the "Trust Agreement"), between Fannie Mae in its corporate capacity and Fannie Mae as trustee (the "Trustee"). This Guaranteed 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 Guaranteed Certificate is one of a duly authorized issue of REMIC Pass-Through Certificates of Fannie Mae (herein called the "Guaranteed Certificates") which, together with the Mezzanine Classes of Wisconsin Avenue Securities REMIC Pass-Through Certificates, Series 2004-W4 (the "Mezzanine Certificates") and the Subordinate Classes of Wisconsin Avenue Securities REMIC Pass-Through Certificates, Series 2004-W4 (the "Subordinate Certificates" and together with the Guaranteed Certificates and the Mezzanine Certificates, the "Certificates"), represent the beneficial ownership of Fannie Mae REMIC Trust 2004-W4 (herein called the "Trust Fund"), all issued and to be issued under the Trust Agreement, to which Trust Agreement and all amendments supplemental thereto reference is hereby made for a statement of the respective rights thereunder of Fannie Mae, the Trustee and the Holders of the Certificates of each Class thereof and the terms upon which this Guaranteed Certificate is, and is to be, authenticated and made available. All capitalized terms used in this Guaranteed Certificate that are defined in the Trust Agreement shall have the meanings assigned to them in the Trust Agreemen t. The Guaranteed Certificates are entitled to distributions solely as described in the Trust Agreement on the related Distribution Date. The [ ] Class is an interest only class and has a notional principal balance. Beneficial ownership of this Guaranteed Certificate 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 Guaranteed Certificate, agrees to be bound by the Trust Agreement. The C-2

50 Holder of this Guaranteed Certificate agrees to, and shall be bound by, the book-entry procedures set forth in the Trust Agreement. Distributions on this Guaranteed Certificate shall 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 Guaranteed Certificate shall be made only upon presentation and surrender of this Guaranteed Certificate at the Corporate Trust Office of the Paying Agent as specified in the Trust Agreement. 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 Mac and the rights of the Certificateholders under the Trust Agreement at any time by Fannie Mac with the consent of the Holders of Certificates of each Class having Certificate Balances aggregating not less than 66% of the Class Balance of the Certificates of such Class. Any such consent by the Holder of this Guaranteed Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Guaranteed Certificate and of any Guaranteed 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 Guaranteed Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. This Guaranteed Certificate is issuable only as a registered Guaranteed Certificate. As provided in the Trust Agreement and subject to certain limitations set forth therein, the transfer of this Guaranteed Certificate is registrable in the Certificate Register of Fannie Mac upon surrender of this Guaranteed Certificate for registration of transfer at the office or agency maintained by Fannie Mac for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to Fannie Mac and the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and such other documents as Fannie Mae, the Trustee or the Certificate Registrar may require, and thereupon a new [ ] Class Guaranteed Certificate for the same initial Certificate Balance will be issued to the designated transferee. A service charge in an amount determined by Fannie Mac shall be imposed for any registration of transfer or exchange of this Guaranteed Certificate and Fannie Mac may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Fannie Mae, the Trustee, the Certificate Registrar and any agent of Fannie Mac or the Trustee may treat the Person in whose name this Guaranteed Certificate is registered as the owner hereof for all purposes, and neither Fannie Mac nor the Trustee, the Certificate Registrar or any agent of Fannie Mac or the Trustee shall be affected by notice to the contrary. NY v.3 C-3

51 This Guaranteed Certificate and Trust Agreement shall 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. This Guaranteed 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 Guaranteed 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 Guaranteed Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose. C-4

52 IN WITNESS WHEREOF, Fannie Mae has caused this [ ] Class Guaranteed Certificate to be duly executed by manual or facsimile signature under its official seal. FANNIE MAE By: Vice President (Seal) Attest: Assistant Secretary NY v.3 C-5

53 CERTIFICATE OF AUTHENTICATION This is the [ ] Class Guaranteed Certificate referred to in the within-mentioned Trust Agreement. U. S. BANK NATIONAL ASSOCIATION, Certificate Registrar Dated: By: Authorized Signatory C-6

54 EXHIBIT D [FORM OF MEZZANINE CERTIFICATE] THIS CLASS [ ] 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 (THE "CODE"). THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND, NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS REPRESENTED HEREBY. NEITHER THIS MEZZANINE CERTIFICATE, INCLUDING ANY INTEREST THEREON, NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY, AND DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF, FANNIE MAE OR ANY OF ITS AFFILIATES OR OF THE UNITED STATES OR ANY AGENCY OR INSTRUMENTALITY THEREOF. THIS CERTIFICATE IS SUBORDINATE TO THE FANNIE MAE GUARANTEED REMIC PASS-THROUGH CERTIFICATES OF THIS SERIES AS SET FORTH IN THE TRUST AGREEMENT REFERRED TO HEREIN. NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE CODE, OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN. THIS 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, D-1

55 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. D-2

56 Pursuant to Trust Agreement Dated as of April 1, 2004 Wisconsin Avenue Securities Series 2004-W4 Mezzanine REMIC Pass-Through Certificate evidencing an undivided beneficial ownership interest in the Trust described herein Class: Issue Date: April 1, 2004 CUSIPNo.: OriginalClass Balance:$ VariableInterestRate Certificate No.: Registered Holder: Cede & Co. Last Scheduled Distribution Date: June 2034 Taxpayer Identification Number: The Registered Holder identified above or registered assigns (the "Holder") is the owner of a Mezzanine Certificate (as defined below) issued pursuant to, and subject to the terms and conditions of, the trust agreement dated as of April 1, 2004 (the "Trust Agreement"), between Fannie Mac in its corporate capacity and Fannie Mac as trustee (the "Trustee"). This 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 Mezzanine Certificate is one of a duly authorized issue of the Mezzanine Classes of Wisconsin Avenue Securities REMIC Pass-Through Certificates, Series 2004-W4 (herein called the "Mezzanine Certificates") which, together with the Guaranteed REMIC Pass-Through Certificates of Fannie Mae, Series 2004-W4 (the "Certificates") and the Subordinate Classes of Wisconsin Avenue Securities REMIC Pass-Through Certificates, Series 2004-W4 (the "Subordinate Certificates" and, together with the Certificates and the Mezzanine Certificates, the "Series 2004-W4 Certificates") represent the entire beneficial ownership of Fannie Mae REMIC Trust 2004-W4 (herein called the "Trust"). The Mezzanine Certificates are issued under the Trust Agreement, to which Trust Agreement and all amendments supplemental thereto reference is hereby made for a statement of the respective rights thereunder of Fannie Mac, the Trustee, and the Holders of the Series 2004-W4 Certificates of each Class thereof and the terms upon which this Mezzanine Certificate is, and is to be, authenticated and made available. All capitalized terms used in this Mezzanine Certificate which are defined in the Trust Agreement shall have the meanings assigned to them in the Trust Agreement. The Mezzanine Certificates are entitled to interest distributions solely from interest collections on the related Mortgage Loans and only after the payment in full of all distributions of interest, due on the related Guaranteed Certificates on the related Distribution Date (as defined below) and the reimbursement to Fannie Mae of any Guaranty Interest Payments on the related Guaranteed Certificates and of certain advances. Distributions of any such remaining funds that D-3

57 are distributable with respect to interest on the Mezzanine Certificates shall be made on the 25th day of each month (or, if such 25th day is not a Business Day, on the Business Day next succeeding such 25th day) (each, a "Distribution Date"), commencing in April 2004 and ending on or before the termination of the Trust. On each Distribution Date, the Mezzanine Certificates are entitled to principal distributions solely from Principal Collections on the related Mortgage Loans and only after the payment in full of all distributions of principal due on the related Guaranteed Certificates on such Distribution Date and the reimbursement to Fannie Mac of any Guaranty Principal Payments on the related Guaranteed Certificates and of certain advances. Distributions of interest and principal on the Mezzanine Classes shall be made, subject to the availability of funds in the Certificate Account therefor, in the order of their numerical Class designations (with the M Class having a higher priority than the other Mezzanine Classes). As provided in the Trust Agreement, withdrawals from the Certificate Account may be made from time to time for purposes other than distributions to Series 2004-W4 Certificateholders, such purposes including reimbursement of advances made, or certain expenses incurred, with respect to the Mortgage Loans. Distributions on this Mezzanine Certificate shall be made by wire transfer in immediately available funds by the Paying Agent not later than the related Distribution Date to the related 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 Mezzanine Certificate shall be made only upon presentation and surrender of this Mezzanine Certificate at the Corporate Trust Office of the Paying Agent as specified in this Trust Agreement. Any reduction in the principal amount of this Mezzanine Certificate (or any predecessor Certificate) effected by any payments made on any Distribution Date, shall be binding upon all future Holders of this Mezzanine Certificate and of any Mezzanine 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 exemptions therein provided, the amendment thereof and the modification of the rights and obligations of Fannie Mac and the rights of the Series 2004-W4 Certificateholders under the Trust Agreement at any time by Fannie Mac with the consent of the Holders of Certificates of each Class having Certificate Balances aggregating not less than 66% of the Class Balance of the Certificates of such Class. Any such consent by the Holder of this Mezzanine Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Mezzanine Certificate and of any Mezzanine Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Mezzanine Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Series 2004-W4 Certificates. Beneficial ownership of this Mezzanine Certificate may be held only in book-entry form through the Holder hereof and its participating member firms. The Holder hereof, by its D-4

58 acceptance of this Mezzanine Certificate, agrees to be bound by the Trust Agreement, including, without limitation, the book-entry procedures set forth in the Trust Agreement. This Mezzanine Certificate is issuable only as a registered certificate. As provided in the Trust Agreement and subject to certain limitations set forth therein, the transfer of this Mezzanine Certificate is registrable in the Certificate Register of Fannie Mae upon surrender of this Mezzanine Certificate for registration of transfer at the office or agency maintained by Fannie Mae for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to Fannie Mac and the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and such other documents as Fannie Mae, the Trustee or the Certificate Registrar may require, and thereupon a new Mezzanine Certificate for the same initial Mezzanine Certificate Balance will be issued to the designated transferee. No transfer of this Mezzanine Certificate shall be made unless the Certificate Registrar shall have received either: (i) a representation letter in the form attached to the Trust Agreement from the proposed transferee of such Mezzanine Certificate, to the effect that such proposed transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or (ii) in the event that any Mezzanine Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), an opinion of counsel, acceptable to and in form and substance satisfactory to the Certificate Registrar, Fannie Mae and the Trustee, which opinion of counsel shall not be at the expense of either the Certificate Registrar, Fannie Mae, the Trustee or the Trust, to the effect that the purchase or holding of any Mezzanine Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Certificate Registrar, Fannie Mae or the Trustee to any obligation or liability in addition to those expressly undertaken under the Trust Agreement. Notwithstanding anything else to the contrary in the Trust Agreement, any purported transfer of this Mezzanine Certificate to or on behalf of any Plan without the delivery to the Certificate Registrar of an opinion of counsel as described above shall be null and void and of no effect. A service charge in an amount determined by Fannie Mae shall be imposed for any registration of transfer or exchange of this Mezzanine Certificate and Fannie Mae may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Fannie Mae, the Trustee, the Certificate Registrar and any agent of Fannie Mae or the Trustee may treat the Person in whose name this Mezzanine Certificate is registered as the owner hereof for all purposes, and neither Fannie Mae nor the Trustee, the Certificate Registrar or any agent of Fannie Mae or the Trustee shall be affected by notice to the contrary. D-5

59 This Mezzanine Certificate and Trust Agreement shall 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. This Mezzanine 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 Mezzanine 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 Mezzanine Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose. D-6

60 IN WITNESS WHEREOF, Fannie Mae has caused this [ ] Class Mezzanine Certificate to be duly executed by manual or facsimile signature under its official seal. FANNIE MAE By: Vice President (Seal) Attest: Assistant Secretary D-7

61 CERTIFICATE OF AUTHENTICATION This is the [ ] Class Mezzanine Certificate referred to in the within-mentioned Trust Agreement. U. S. BANK NATIONAL ASSOCIATION, Certificate Registrar Dated: By: Authorized Signatory D-8

62 EXHIBIT E [FORM OF SUBORDINATE CERTIFICATE] THIS CLASS [ ] 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 (THE "CODE"). THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND, NOTWITHSTANDING REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS REPRESENTED HEREBY. NEITHER THIS SUBORDINATE CERTIFICATE, INCLUDING ANY INTEREST THEREON, NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY AND DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF FANNIE MAE OR ANY OF ITS AFFILIATES OR OF THE UNITED STATES OR ANY AGENCY OR INSTRUMENTALITY THEREOF. THIS CERTIFICATE IS SUBORDINATE TO THE FANNIE MAE GUARANTEED REMIC PASS-THROUGH CERTIFICATES AND THE WISCONSIN AVENUE SECURITIES MEZZANINE REMIC PASS-THROUGH CERTIFICATES OF THIS SERIES [AS WELL AS TO THE RELATED CLASS [ ] [AND ], AS SET FORTH IN THE TRUST AGREEMENT REFERRED TO HEREIN. TRANSFER OF THIS CERTIFICATE IS SUBJECT TO SUBSTANTIAL RESTRICTIONS AS SET FORTH IN THE TRUST AGREEMENT, INCLUDING THE REQUIREMENT THAT ANY PROPOSED TRANSFEREE FURNISH TO THE TRUSTEE AND THE TRANSFER AGENT A TRANSFEREE AGREEMENT STATING THAT, AMONG OTHER THINGS, THE PROPOSED TRANSFER IS BEING MADE IN A PRIVATE OFFERING AND THAT THE PROPOSED TRANSFEREE IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN SUCH TRANSFEREE AGREEMENT. NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE CODE, OR TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN. E-1

63 Pursuant to Trust Agreement Dated as of April 1, 2004 Wisconsin Avenue Securities Series 2004-W4 Subordinate REMIC Pass-Through Certificate evidencing an undivided beneficial ownership interest in the Trust described herein Class Issue Date: April 1, 2004 Original Class Balance: $ CUSIP No.: CertificateNo.: VariableInterestRate Registered Holder: Last Scheduled Distribution Date: June 2034 Taxpayer Identification Number: The Registered Holder identified above or registered assigns (the "Holder") is the owner of a Subordinate Certificate (as defined below) issued pursuant to, and subject to the terms and conditions of, the trust agreement dated as of April 1, 2004 (the "Trust Agreement"), between Fannie Mae in its corporate capacity and Fannie Mae as trustee (the "Trustee"). This 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 Subordinate Certificate is one of a duly authorized issue of the Subordinate Classes of Wisconsin Avenue Securities REMIC Pass-Through Certificates, Series 2004-W4 (herein called the "Subordinate Certificates") which, together with the Guaranteed REMIC Pass- Through Certificates, Series 2004-W4 of Fannie Mae (the "Certificates") and the Mezzanine Classes of Wisconsin Avenue Securities REMIC Pass-Through Certificates, Series 2004-W4 (the "Mezzanine Certificates" and together with the Certificates and the Subordinate Certificates, the "Series 2004-W4 Certificates") represent the entire beneficial ownership of Fannie Mae REMIC Trust 2004-W4 (herein called the "Trust"). The Subordinate Certificates are issued under the Trust Agreement, to which Trust Agreement and all amendments supplemental thereto reference is hereby made for a statement of the respective rights thereunder of Fannie Mae, the Trustee, and the Holders of the Series 2004-W4 Certificates of each Class thereof and the terms upon which this Subordinate Certificate is, and is to be, authenticated and made available. All capitalized terms used in this Subordinate Certificate which are defined in the Trust Agreement shall have the meanings assigned to them in the Trust Agreement. The Subordinate Certificates are entitled to interest distributions solely from interest collections on the related Mortgage Loans and only afier the payment in full of all distributions of interest due on the related Guaranteed Certificates and Mezzanine Certificates on the related NY v.3 E-2

64 Distribution Date (as defined below) and the reimbursement to Falmie Mae of any Guaranty Interest Payments on the related Guaranteed Certificates and of certain advances. Distributions of any such remaining funds that are distributable with respect to interest on the Subordinate Certificates shall be made on the 25th day of each month (or, if such 25th day is not a Business Day, on the Business Day next succeeding such 25th day) (each, a "Distribution Date"), commencing in April 2004 and ending on or before the termination of the Trust. On each Distribution Date, the Subordinate Certificates are entitled to principal distributions from Principal Collections on the related Mortgage Loans and only after the payment in full of all distributions due on the related Guaranteed Certificates and Mezzanine Certificates on such Distribution Date and the reimbursement to Fannie Mae of any Guaranty Principal Payments on the related Guaranteed Certificates and of certain advances. Distributions of interests and principal on the Subordinate Classes of a Group shall be made, subject to the availability of funds in the Certificate Account therefor, in the order of their numerical Class designations. Distributions on this Subordinate Certificate shall be made by check mailed to the address of each such Subordinate Certificateholder as it appears in the Certificate Register or upon written request to the Trustee at least five business days prior to the Record Date immediately prior to such Distribution Date by any holder of Subordinate Certificates, by wire transfer in immediately available funds to the account of such Subordinate Certificateholder specified in the request; provided_ however_ that the final distribution in respect of this Subordinate Certificate shall be made only upon presentation and surrender of this Subordinate Certificate at the Corporate Trust Office of the Paying Agent as specified in this Trust Agreement. Any reduction in the principal amount of this Subordinate Certificate (or any predecessor Certificate) effected by any payments made on any Distribution Date, shall be binding upon all future Holders of this Subordinate Certificate and of any Subordinate 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 exemptions therein provided, the amendment thereof and the modification of the rights and obligations of Fannie Mae and the rights of the Series 2004-W4 Certificateholders under the Trust Agreement at any time by Fannie Mac with the consent of the Holders of Certificates of each Class having Certificate Balances aggregating not less than 66% of the Class Balance of the Certificates of such Class. Any such consent by the Holder of this Subordinate Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Subordinate Certificate and of any Subordinate Certificate issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon this Subordinate Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Series 2004-W4 Certificates. This Subordinate Certificate is issuable only in fully-registered, certificated form in minimum original principal balances of $100,000. As provided in the Trust Agreement and subject to certain limitations set forth therein, the transfer of this Subordinate Certificate is NY v.3 E-3

65 registrable in the Certificate Register of Fannie Mae upon surrender of this Subordinate Certificate for registration of transfer at the office or agency maintained by Fannie Mac for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to Fannie Mae and the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and such other documents as Fannie Mae, the Trustee or the Certificate Registrar may require, and thereupon a new Subordinate Certificate for the same initial Subordinate Certificate Balance will be issued to the designated transferee. No purported transfer of record or beneficial ownership of this Subordinate Certificate shall be made unless the Certificate Registrar shall have received from the proposed transferee an investment letter substantially in the form attached to the Trust Agreement, stating that, among other things, the transfer will be made in a private offering and that the proposed transferee is a Qualified Institutional Buyer (as defined therein), which investment letter shall not be an expense of Fannie Mae or the Certificate Registrar. No transfer of this Subordinate Certificate shall be made unless the Certificate Registrar shall have received either: (i) a representation letter in the form attached to the Trust Agreement from the proposed transferee of such Subordinate Certificate, to the effect that such proposed transferee is not an employee benefit plan subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 406 of ERISA nor a plan or other arrangement subject to Section 4975 of the Code (collectively, a "Plan"), nor is acting on behalf of any Plan nor using the assets of any Plan to effect such transfer or (ii) in the event that any Subordinate Certificate is purchased by a Plan, or by a person or entity acting on behalf of any Plan or using the assets of any Plan to effect such transfer (including the assets of any Plan held in an insurance company separate or general account), an opinion of counsel, acceptable to and in form and substance satisfactory to the Certificate Registrar, Fannie Mae and the Trustee, which opinion of counsel shall not be at the expense of either the Certificate Registrar, Fannie Mae, the Trustee or the Trust, to the effect that the purchase or holding of any Subordinate Certificates will not result in the assets of the Trust being deemed to be "plan assets," will not cause the Trust to be subject to the fiduciary requirements and prohibited transaction provisions of ERISA and the Code, and will not subject the Certificate Registrar, Fannie Mae or the Trustee to any obligation or liability in addition to those expressly undertaken under the Trust Agreement. Notwithstanding anything else to the contrary in the Trust Agreement, any purported transfer of this Subordinate Certificate to or on behalf of any Plan without the delivery to the Certificate Registrar of an opinion of counsel as described above shall be null and void and of no effect. A service charge in an amount determined by Fannie Mae shall be imposed for any registration of transfer or exchange of this Subordinate Certificate and Fannie Mae may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Fannie Mae, the Trustee, the Certificate Registrar and any agent of Fannie Mae or the Trustee may treat the Person in whose name this Subordinate Certificate is registered as the owner hereof for all purposes, and neither Fannie Mae nor the Trustee, the Certificate Registrar or any agent of Fannie Mac or the Trustee shall be affected by notice to the contrary. E-4

66 This Subordinate Certificate and Trust Agreement shall 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. This Subordinate 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 Subordinate 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 Subordinate Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose. E-5

67 IN WITNESS WHEREOF, Fannie Mae has caused this [ ] Class Subordinate Certificate to be duly executed by manual or facsimile signature under its official seal. FANNIE MAE By: Vice President (Seal) Attest: Assistant Secretary NYI v,3 E-6

68 CERTIFICATE OF AUTHENTICATION This is one of the [ ] Class Subordinate Certificates referred to in the within-mentioned Trust Agreement. U. S. BANK NATIONAL ASSOCIATION, Certificate Registrar Dated: By: Authorized Signatory E-7

69 EXHIBIT F [FORM OF COMBINED CERTIFICATE FOR THE RESIDUAL CLASSES] THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND, NOTWITHSTANDING REFERENCES HEREIN OR IN THE TRUST AGREEMENT TO PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS REPRESENTED HEREBY. THIS COMBINED RESIDUAL CERTIFICATE IS NOT GUARANTEED BY THE UNITED STATES AND DOES NOT CONSTITUTE A DEBT OR OBLIGATION OF THE UNITED STATES OR ANY OF ITS AGENCIES OR INSTRUMENTALITIES OTHER THAN FANNIE MAE. TRANSFER OF THIS COMBINED RESIDUAL CERTIFICATE IS RESTRICTED AS SET FORTH IN THE TRUST AGREEMENT. NO TRANSFER OF THIS COMBINED RESIDUAL CERTIFICATE MAY BE MADE TO A "DISQUALIFIED ORGANIZATION" AS DEFINED IN SECTION 860E(e)(5) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUCH TERM INCLUDES THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN CERTAIN TAXABLE INSTRUMENTALITIES), ANY COOPERATIVE ORGANIZATION FURNISHING ELECTRIC ENERGY OR PROVIDING TELEPHONE SERVICE TO PERSONS IN RURAL AREAS, OR ANY ORGANIZATION (OTHER THAN A FARMERS' COOPERATIVE) THAT IS EXEMPT FROM FEDERAL INCOME TAX UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX ON UNRELATED BUSINESS INCOME. NO TRANSFER OF THIS COMBINED RESIDUAL CERTIFICATE WILL BE REGISTERED BY THE CERTIFICATE REGISTRAR UNLESS THE PROPOSED TRANSFEREE HAS DELIVERED (A) AN AFFIDAVIT AFFIRMING, AMONG OTHER THINGS, THAT THE PROPOSED TRANSFEREE IS NOT A DISQUALIFIED ORGANIZATION AND IS NOT ACQUIRING THIS COMBINED RESIDUAL CERTIFICATE FOR THE ACCOUNT OF A DISQUALIFIED ORGANIZATION, AND CONSENTING TO AMENDMENT OF THE TRUST AGREEMENT UNDER THE CIRCUMSTANCES DESCRIBED IN THE AFFIDAVIT AND (B) A PROPERLY EXECUTED UNITED STATES INTERNAL REVENUE SERVICE FORM W-9 (OR A FORM W8-ECI, IN THE CASE OF A PROPOSED TRANSFEREE THAT IS A PERSON (OTHER THAN A U.S. PERSON) SUBJECT TO UNITED STATES INCOME TAXATION ON A NET BASIS ON INCOME DERIVED FROM THIS COMBINED RESIDUAL CERTIFICATE). A COPY OF THE FORM OF AFFIDAVIT REQUIRED OF EACH PROPOSED TRANSFEREE IS ON FILE AND AVAILABLE FROM THE CORPORATE TRUST OFFICE. A TRANSFER IN VIOLATION OF THE APPLICABLE RESTRICTIONS MAY GIVE RISE TO A SUBSTANTIAL TAX UPON THE TRANSFEROR OR, IN CERTAIN CASES, UPON AN AGENT ACTING FOR THE TRANSFEREE. A PASS-THROUGH F-1

70 ENTITY THAT HOLDS THIS COMBINED RESIDUAL CERTIFICATE AND THAT HAS A DISQUALIFIED ORGANIZATION AS A RECORD OWNER IN ANY TAXABLE YEAR GENERALLY WILL BE SUBJECT TO A TAX FOR EACH SUCH YEAR EQUAL TO THE PRODUCT OF (A) THE AMOUNT OF EXCESS INCLUSIONS WITH RESPECT TO THE PORTION OF THIS COMBINED RESIDUAL CERTIFICATE OWNED THROUGH SUCH PASS-THROUGH ENTITY BY SUCH DISQUALIFIED ORGANIZATION, AND (B) THE HIGHEST MARGINAL FEDERAL TAX RATE ON CORPORATIONS. FOR PURPOSES OF THE PRECEDING SENTENCE, THE TERM "PASS-THROUGH" INCLUDES REGULATED INVESTMENT COMPANIES, REAL ESTATE INVESTMENT TRUSTS, COMMON TRUST FUNDS, PARTNERSHIPS, TRUSTS, ESTATES, COOPERATIVES TO WHICH PART I OF SUBCHAPTER T OF THE CODE APPLIES AND, EXCEPT AS PROVIDED IN REGULATIONS, NOMINEES HOLDING AN INTEREST IN A PASS-THROUGH ENTITY. IF THIS COMBINED RESIDUAL CERTIFICATE WOULD CONSTITUTE "NONECONOMIC RESIDUAL INTERESTS" WITHIN THE MEANING OF TREASURY REGULATIONS ISSUED ON DECEMBER 23, 1992, ANY TRANSFER OF THIS COMBINED RESIDUAL CERTIFICATE FOR THE PURPOSE OF AVOIDING OR IMPEDING THE ASSESSMENT OR COLLECTION OF TAX WILL BE DISREGARDED FOR ALL U.S. FEDERAL TAX PURPOSES. THE AFFIDAVIT REQUIRED TO BE SUPPLIED UPON THE TRANSFER OF THIS COMBINED RESIDUAL CERTIFICATE ALSO MUST AFFIRM THAT NO PURPOSE OF THE TRANSFER OF THIS COMBINED RESIDUAL CERTIFICATE IS TO AVOID OR IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, THAT THE PROPOSED TRANSFEREE UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES IN EXCESS OF ANY CASH FLOWS GENERATED BY THIS COMBINED RESIDUAL CERTIFICATE AND THAT IT INTENDS TO PAY TAXES ASSOCIATED WITH HOLDING THIS COMBINED RESIDUAL CERTIFICATE AS THEY BECOME DUE, AND THAT IT WILL NOT CAUSE INCOME FROM THIS COMBINED RESIDUAL CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE OF THE PROPOSED TRANSFEREE OR ANOTHER U.S. TAXPAYER. IN ADDITION, TRANSFER OF THIS COMBINED RESIDUAL CERTIFICATE IS RESTRICTED AS SET FORTH IN THE TRUST AGREEMENT. NO TRANSFER OF THIS COMBINED RESIDUAL CERTIFICATE MAY BE MADE (X) TO ANY PERSON THAT IS NOT (I) A U.S. PERSON OR (II) A PERSON (OTHER THAN A U.S. PERSON) SUBJECT TO UNITED STATES INCOME TAXATION ON A NET BASIS ON INCOME DERIVED FROM THIS COMBINED RESIDUAL CERTIFICATE OR (Y) TO A PARTNERSHIP OF WHICH ANY PERSON OR ENTITY THAT HOLDS AN INTEREST (DIRECTLY, OR INDIRECTLY THROUGH A PASS-THROUGH ENTITY) IS NOT (I) A U.S. PERSON OR (II) A PERSON (OTHER THAN A U.S. PERSON) SUBJECT TO UNITED STATES INCOME TAXATION ON A NET BASIS ON INCOME DERIVED FROM THIS CERTIFICATE WITHOUT THE EXPRESS WRITTEN CONSENT OF FANNIE MAE. THE TERM "U.S. PERSON" MEANS A CITIZEN OR RESIDENT OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR NY v.3 F-2

71 OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, AN ESTATE THE INCOME OF WHICH IS SUBJECT TO U.S. FEDERAL INCOME TAX REGARDLESS OF THE SOURCE OF SUCH INCOME OR A TRUST IF A COURT WITHIN THE UNITED STATES CAN EXERCISE PRIMARY SUPERVISOR OVER ITS ADMINISTRATION AND AT LEAST ONE UNITED STATES PERSON HAS AUTHORITY TO CONTROL ALL SUBSTANTIAL DECISIONS OF THE TRUST. F-3

72 Pursuant to Trust Agreement dated as of April 1, 2004 Fannie Mae Guaranteed REMIC Pass-Through Certificate evidencing an undivided beneficial ownership interest in Fannie Mac REMIC Trust 2004-W4 Issued by FANNIE MAE Original Class Balance of the AR Class: $100 Interest Rate: 5.50% Percentage Interest of the RM and RL Classes Evidenced by this Combined Residual Certificate: 100% Issue Date: April 1, 2004 Certificate No.: Final Distribution Date: June 2034 CUSIP No.: Registered Holder: Taxpayer Identification Number: FANNIE MAE, a body corporate organized and existing under the laws of the United States ("Fannie Mae", which term includes any successor), in its capacity as Trustee, 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 Trust Agreement, dated as of April 1, 2004 (as amended or supplemented from time to time, the "Trust Agreement"), between Fannie Mae in its corporate capacity and Fannie Mae as trustee (the "Trustee"), the following: in connection with the RL Class, the proceeds of the remaining assets of the Lower Tier REMIC, if any, after the Class Balances of the Lower Tier Regular Interests have been reduced to zero; in connection with the RM Class, the proceeds of the assets of the Middle Tier REMIC, if any, after the Class Balances of the Middle Tier Regular Interests have been reduced to zero; and in connection with the AR Class, the proceeds of the remaining assets of the Trust, if any, after the Class Balance of each Class of Regular Certificates has been reduced to zero; in each case after all compensation and reimbursements contemplated by the Trust Agreement have been paid. All capitalized terms used in this Certificate which are defined in the Trust Agreement shall have the meanings assigned to them in the Trust Agreement. F-4

73 Each Class of Guaranteed Certificates evidenced by this Combined Residual Certificate represents a "residual interest" in a "real estate mortgage investment conduit" as those terms are defined in the Code. This Combined Residual Certificate is one of a duly authorized issue of Guaranteed REMIC Pass-Through Certificates Series 2004-W4 of Fannie Mae (herein called the "Guaranteed Certificates") which, together with the Mezzanine Classes of Wisconsin Avenue Securities REMIC Pass-Through Certificates, Series 2004-W4 (the "Mezzanine Certificates") and the Subordinate Classes of Wisconsin Avenue Securities REMIC Pass-Through Certificates, Series 2004-W4 (the "Subordinate Certificates" and, together with the Guaranteed Certificates and the Mezzanine Certificates, the "Certificates"), represent the entire beneficial ownership of Fannie Mae REMIC Trust 2004-W4 (herein called the "Trust"), all issued and to be issued under the Trust Agreement, to which Trust Agreement reference is hereby made for a statement of the respective rights thereunder of Fannie Mae, the Trustee, and the Holders of the Certificates of each Class thereof and the terms upon which this Combined Residual Certificate is, and is to be, authenticated and made available. In the event of any conflict or inconsistency between this Guaranteed Certificate and the Trust Agreement, the Trust Agreement shall control in all respects. The Guaranteed Certificates are entitled to distributions solely as described in the Trust Agreement on the related Distribution Date. Any final distribution on this Combined Residual Certificate shall be made only upon presentation and surrender of this Certificate at the Corporate Trust Office or at such other office or address as may be specified in the notice of such final distribution from the Trustee. The Trust Agreement permits the amendment thereof without the consent of the Holder of this Certificate except as otherwise expressly provided for therein. Any consent by the Holder of this Combined Residual Certificate pursuant to the Trust Agreement shall be conclusive and binding on such Holder and upon all future Holders of this Combined Residual Certificate and of any Certificate (including any Separate Residual Certificate) issued upon the registration of transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. This Combined Residual Certificate is issuable only as a registered Certificate. As provided in the Trust Agreement and subject to certain limitations set forth therein, and subject to the restrictions on transfer set forth on the first and second pages hereof, the transfer of this Combined Residual Certificate is registrable in the Certificate Register upon surrender of this Combined Residual 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 Fannie Mae and the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and such other documents as Fannie Mae or the Trustee may require, and thereupon a new Combined Residual Certificate (or three Separate Residual Certificates evidencing the AR, RM and RL Classes) will be issued to the designated transferee. A service charge in an amount determined by Fannie Mae shall be imposed for any registration of transfer of this Combined Residual Certificate, including any F-5

74 transfer that includes the issuance of Separate Residual Certificates, and Fannie Mae may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Holder of this Combined Residual Certificate, by the acceptance of such Certificate, agrees that the Trustee is designated as its fiduciary in the performance of all the duties required of, or permitted to be taken by, the Tax Matters Person in respect of the Trust Fund and, upon the request of the Trustee, to execute a power of attorney to such effect. Fannie Mae, the Trustee, the Certificate Registrar and any agent of Fannie Mae or the Trustee may treat the Person in whose name this Combined Residual Certificate is registered as the owner hereof for all purposes, and neither Fannie Mac nor the Trustee, the Certificate Registrar or any agent of Fannie Mac or the Trustee shall be affected by notice to the contrary. This Combined Residual Certificate shall be construed in accordance with, and governed by, the laws of the District of Columbia therein. applicable to agreements made and to be performed This Combined Residual 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 Combined Residual 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 the Certificate Registrar by the manual or facsimile signature of one of its authorized signatories, this Combined Residual Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose. F-6

75 IN WITNESS WHEREOF, Fannie Mae has caused this Combined Residual Certificate to be duly executed by manual or facsimile signature under its official seal. FANNIE MAE By: Name: Title: [Seal] Attest: Name: Title: F-7

76 CERTIFICATE OF AUTHENTICATION Agreement. This is the Combined Residual Certificate referred to in the within-mentioned Trust U. S. BANK NATIONAL ASSOCIATION, Certificate Registrar Dated: By: Authorized Signatory F-8

77 EXHIBIT G [FORM OF SEPARATE RESIDUAL CLASS CERTIFICATE FOR THE AR CLASS] THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND, NOTWITHSTANDING REFERENCES HEREIN OR IN THE TRUST AGREEMENT TO PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS REPRESENTED HEREBY. THIS AR CLASS REMIC CERTIFICATE IS NOT GUARANTEED BY THE UNITED STATES AND DOES NOT CONSTITUTE A DEBT OR OBLIGATION OF THE UNITED STATES OR ANY OF ITS AGENCIES OR INSTRUMENTALITIES OTHER THAN FANNIE MAE. TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS SET FORTH IN THE TRUST AGREEMENT. NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO A "DISQUALIFIED ORGANIZATION" AS DEFINED IN SECTION 860E(e)(5) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUCH TERM INCLUDES THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN CERTAIN TAXABLE INSTRUMENTALITIES), ANY COOPERATIVE ORGANIZATION FURNISHING ELECTRIC ENERGY OR PROVIDING TELEPHONE SERVICE TO PERSONS IN RURAL AREAS, OR ANY ORGANIZATION (OTHER THAN A FARMERS' COOPERATIVE) THAT IS EXEMPT FROM FEDERAL INCOME TAX UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX ON UNRELATED BUSINESS INCOME. NO TRANSFER OF THIS CERTIFICATE WILL BE REGISTERED BY THE CERTIFICATE REGISTRAR UNLESS THE PROPOSED TRANSFEREE HAS DELIVERED (A) AN AFFIDAVIT AFFIRMING, AMONG OTHER THINGS, THAT THE PROPOSED TRANSFEREE IS NOT A DISQUALIFIED ORGANIZATION AND IS NOT ACQUIRING THIS CERTIFICATE FOR THE ACCOUNT OF A DISQUALIFIED ORGANIZATION, AND CONSENTING TO AMENDMENT OF THE TRUST AGREEMENT UNDER THE CIRCUMSTANCES DESCRIBED IN THE AFFIDAVIT AND (B) A PROPERLY EXECUTED UNITED STATES INTERNAL REVENUE SERVICE FORM W-9 (OR A FORM W8-ECI, IN THE CASE OF A PROPOSED TRANSFEREE THAT IS A PERSON (OTHER THAN A U.S. PERSON) SUBJECT TO UNITED STATES INCOME TAXATION ON A NET BASIS ON INCOME DERIVED FROM THIS CERTIFICATE). A COPY OF THE FORM OF AFFIDAVIT REQUIRED OF EACH PROPOSED TRANSFEREE IS ON FILE AND AVAILABLE FROM THE CORPORATE TRUST OFFICE. A TRANSFER IN VIOLATION OF THE APPLICABLE RESTRICTIONS MAY GIVE RISE TO A SUBSTANTIAL TAX UPON THE TRANSFEROR OR, IN CERTAIN CASES, UPON AN AGENT ACTING FOR THE TRANSFEREE. A PASS-THROUGH ENTITY THAT HOLDS THIS CERTIFICATE AND THAT HAS A DISQUALIFIED ORGANIZATION AS A RECORD OWNER IN ANY TAXABLE YEAR GENERALLY G-1

78 WILL BE SUBJECT TO A TAX FOR EACH SUCH YEAR EQUAL TO THE PRODUCT OF (A) THE AMOUNT OF EXCESS INCLUSIONS WITH RESPECT TO THE PORTION OF THIS CERTIFICATE OWNED THROUGH SUCH PASS-THROUGH ENTITY BY SUCH DISQUALIFIED ORGANIZATION, AND (B) THE HIGHEST MARGINAL FEDERAL TAX RATE ON CORPORATIONS. FOR PURPOSES OF THE PRECEDING SENTENCE, THE TERM "PASS-THROUGH" INCLUDES REGULATED INVESTMENT COMPANIES, REAL ESTATE INVESTMENT TRUSTS, COMMON TRUST FUNDS, PARTNERSHIPS, TRUSTS, ESTATES, COOPERATIVES TO WHICH PART I OF SUBCHAPTER T OF THE CODE APPLIES AND, EXCEPT AS PROVIDED IN REGULATIONS, NOMINEES HOLDING AN INTEREST IN A PASS-THROUGH ENTITY. IF THIS CERTIFICATE WOULD CONSTITUTE A "NONECONOMIC RESIDUAL INTEREST" WITHIN THE MEANING OF TREASURY REGULATIONS ISSUED ON DECEMBER 23, 1992, ANY TRANSFER OF THIS CERTIFICATE FOR THE PURPOSE OF AVOIDING OR IMPEDING THE ASSESSMENT OR COLLECTION OF TAX WILL BE DISREGARDED FOR ALL U.S. FEDERAL TAX PURPOSES. THE AFFIDAVIT REQUIRED TO BE SUPPLIED UPON THE TRANSFER OF THIS CERTIFICATE ALSO MUST AFFIRM THAT NO PURPOSE OF THE TRANSFER OF THIS CERTIFICATE IS TO AVOID OR IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, THAT THE PROPOSED TRANSFEREE UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES IN EXCESS OF ANY CASH FLOWS GENERATED BY THIS CERTIFICATE AND THAT IT INTENDS TO PAY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, AND THAT IT WILL NOT CAUSE INCOME FROM THIS AR CLASS REMIC CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE OF THE PROPOSED TRANSFEREE OR ANOTHER U.S. TAXPAYER. IN ADDITION, TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS SET FORTH IN THE TRUST AGREEMENT. NO TRANSFER OF THIS CERTIFICATE MAY BE MADE (X) TO ANY PERSON THAT IS NOT (I) A U.S. PERSON OR (II) A PERSON (OTHER THAN A U.S. PERSON) SUBJECT TO UNITED STATES INCOME TAXATION ON A NET BASIS ON INCOME DERIVED FROM THIS CERTIFICATE OR (Y) TO A PARTNERSHIP OF WHICH ANY PERSON OR ENTITY THAT HOLDS AN INTEREST (DIRECTLY, OR INDIRECTLY THROUGH A PASS-THROUGH ENTITY) IS NOT (I) A U.S. PERSON OR (II) A PERSON (OTHER THAN A U.S. PERSON) SUBJECT TO UNITED STATES INCOME TAXATION ON A NET BASIS ON INCOME DERIVED FROM THIS CERTIFICATE WITHOUT THE EXPRESS WRITTEN CONSENT OF FANNIE MAE. THE TERM "U.S. PERSON" MEANS A CITIZEN OR RESIDENT OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, AN ESTATE THE INCOME OF WHICH IS SUBJECT TO U.S. FEDERAL INCOME TAX REGARDLESS OF THE SOURCE OF SUCH INCOME OR A TRUST IF A COURT WITHIN THE UNITED STATES CAN EXERCISE PRIMARY SUPERVISOR G-2

79 OVER ITS ADMINISTRATION AND AT LEAST ONE UNITED STATES PERSON HAS AUTHORITY TO CONTROL ALL SUBSTANTIAL DECISIONS OF THE TRUST. NY v.3 G-3

80 Pursuant to Trust Agreement dated as of April 1, 2004 Fannie Mae Guaranteed REMIC Pass-Through Certificate evidencing an undivided beneficial ownership interest in Fannie Mae REMIC Trust 2004-W4 Issued by FANNIE MAE ARClass Interest Rate:5.50% Original Class Balance: $100 Issue Date: April 1, 2004 Certificate No.: Final Distribution Date: June 2034 CUSIP No.: Registered 31393X3V7 Holder: Taxpayer Identification Number: FANNIE MAE, a body corporate organized and existing under the laws of the United States ("Fannie Mae", which term includes any successor), in its capacity as Trustee, 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 Trust Agreement, dated as of April 1, 2004 (as amended or supplemented from time to time, the "Trust Agreement"), between Fannie Mae in its corporate capacity and Fannie Mae as trustee (the "Trustee"), the proceeds of the remaining assets of the Trust, if any, after the Class Balance of each Class of Regular Certificates has been reduced to zero and all compensation and reimbursements contemplated by the Trust Agreement have been paid. All capitalized terms used in this Certificate which are defined in the Trust Agreement shall have the meanings assigned to them in the Trust Agreement. This AR Class Guaranteed Certificate represents a "residual interest" in a "real estate mortgage investment conduit" as those terms are defined in the Code. This AR Class Guaranteed Certificate is one of a duly authorized issue of Guaranteed REMIC Pass-Through Certificates Series 2004-W4 of Fannie Mae (herein called the "Guaranteed Certificates") which, together with the Mezzanine Classes of Wisconsin Avenue Securities REMIC Pass-Through Certificates, Series 2004-W4 (the "Mezzanine Certificates") and the Subordinate Classes of Wisconsin Avenue Securities REMIC Pass-Through Certificates, Series 2004-W4 (the "Subordinate Certificates" and, together with the Guaranteed Certificates G-4

81 and the Mezzanine Certificates, the "Certificates"), represent the entire beneficial ownership of Fannie Mac REMIC Trust 2004-W4 (herein called the "Trust"), all issued and to be issued under the Trust Agreement, to which Trust Agreement reference is hereby made for a statement of the respective rights thereunder of Fannie Mac, the Trustee, and the Holders of the Certificates of each Class thereof and the terms upon which this Certificate is, and is to be, authenticated and made available. In the event of any conflict or inconsistency between this Guaranteed Certificate and the Trust Agreement, the Trust Agreement shall control in all respects. The Guaranteed Certificates are entitled to distributions solely as described in the Trust Agreement on the related Distribution Date. Any final distribution on this AR Class Guaranteed Certificate shall be made only upon presentation and surrender of this Certificate at the Corporate Trust Office or at such other office or address as may be specified in the notice of such final distribution from the Trustee. The Trust Agreement permits the amendment thereof without the consent of the Holder of this Certificate except as otherwise expressly provided for therein. Any consent by the Holder of this Certificate pursuant to the Trust Agreement shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any AR Class Guaranteed Certificate issued upon the registration of transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. This AR Class Guaranteed Certificate is issuable only as a registered Certificate. As provided in the Trust Agreement and subject to certain limitations set forth therein, and subject to the restrictions on transfer set forth on the first and second pages hereof, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this 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 Fannie Mac and the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and such other documents as Fannie Mac or the Trustee may require, and thereupon a new AR Class Guaranteed Certificate will be issued to the designated transferee. A service charge in an amount determined by Fannie Mac shall be imposed for any registration of transfer of this Certificate and Fannie Mac may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Holder of this Certificate, by the acceptance of such Certificate, agrees that the Trustee is designated as its fiduciary in the performance of all the duties required of, or permitted to be taken by, the Tax Matters Person in respect of the Trust Fund and, upon the request of the Trustee, to execute a power of attorney to such effect. Fannie Mac, the Trustee, the Certificate Registrar and any agent of Fannie Mac or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither Fannie Mac nor the Trustee, the Certificate Registrar or any agent of Fannie Mac or the Trustee shall be affected by notice to the contrary. This Certificate shall be construed in accordance with, and governed by, the laws of the District of Columbia applicable to agreements made and to be performed therein. NY v.3 G-5

82 This Class AR Guaranteed 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 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 the Certificate Registrar by the manual or facsimile signature of one of its authorized signatories, this Class AR Guaranteed Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose. NY! v.3 G-6

83 IN WITNESS WHEREOF, Fannie Mae has caused this AR Class Guaranteed Certificate to be duly executed by manual or facsimile signature under its official seal. FANNIE MAE By: Name: Title: [Seal] Attest: Name: Title: G-7

84 CERTIFICATE OF AUTHENTICATION Agreement. This is the AR Class Guaranteed Certificate referred to in the within-mentioned Trust U. S. BANK NATIONAL ASSOCIATION, Certificate Registrar Dated: By: Authorized Signatory G-8

85 EXHIBIT H [FORM OF RESIDUAL CLASS CERTIFICATE FOR THE [RM] [RL] CLASS] THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND, NOTWITHSTANDING REFERENCES HEREIN OR IN THE TRUST AGREEMENT TO PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS REPRESENTED HEREBY. THIS [RM] [RL] CLASS GUARANTEED CERTIFICATE IS NOT GUARANTEED BY THE UNITED STATES AND DOES NOT CONSTITUTE A DEBT OR OBLIGATION OF THE UNITED STATES OR ANY OF ITS AGENCIES OR INSTRUMENTALITIES OTHER THAN FANNIE MAE. TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS SET FORTH IN THE TRUST AGREEMENT. NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO A "DISQUALIFIED ORGANIZATION" AS DEFINED IN SECTION 860E(e)(5) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). SUCH TERM INCLUDES THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN CERTAIN TAXABLE INSTRUMENTALITIES), ANY COOPERATIVE ORGANIZATION FURNISHING ELECTRIC ENERGY OR PROVIDING TELEPHONE SERVICE TO PERSONS IN RURAL AREAS, OR ANY ORGANIZATION (OTHER THAN A FARMERS' COOPERATIVE) THAT IS EXEMPT FROM FEDERAL INCOME TAX UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX ON UNRELATED BUSINESS INCOME. NO TRANSFER OF THIS CERTIFICATE WILL BE REGISTERED BY THE CERTIFICATE REGISTRAR UNLESS THE PROPOSED TRANSFEREE HAS DELIVERED (A) AN AFFIDAVIT AFFIRMING, AMONG OTHER THINGS, THAT THE PROPOSED TRANSFEREE IS NOT A DISQUALIFIED ORGANIZATION AND IS NOT ACQUIRING THIS CERTIFICATE FOR THE ACCOUNT OF A DISQUALIFIED ORGANIZATION, AND CONSENTING TO AMENDMENT OF THE TRUST AGREEMENT UNDER THE CIRCUMSTANCES DESCRIBED IN THE AFFIDAVIT AND (B) A PROPERLY EXECUTED UNITED STATES INTERNAL REVENUE SERVICE FORM W-9 (OR A FORM W-8ECI, IN THE CASE OF A PROPOSED TRANSFEREE THAT IS A PERSON (OTHER THAN A U.S. PERSON) SUBJECT TO UNITED STATES INCOME TAXATION ON A NET BASIS ON INCOME DERIVED FROM THIS CERTIFICATE). A COPY OF THE FORM OF AFFIDAVIT REQUIRED OF EACH PROPOSED TRANSFEREE IS ON FILE AND AVAILABLE FROM THE CORPORATE TRUST OFFICE. A TRANSFER IN VIOLATION OF THE APPLICABLE RESTRICTIONS MAY GIVE RISE TO A SUBSTANTIAL TAX UPON THE TRANSFEROR OR, IN CERTAIN CASES, UPON AN AGENT ACTING FOR THE TRANSFEREE. A PASS-THROUGH ENTITY THAT HOLDS THIS CERTIFICATE AND THAT HAS A DISQUALIFIED H-1

86 ORGANIZATION AS A RECORD OWNER IN ANY TAXABLE YEAR GENERALLY WILL BE SUBJECT TO A TAX FOR EACH SUCH YEAR EQUAL TO THE PRODUCT OF (A) THE AMOUNT OF EXCESS INCLUSIONS WITH RESPECT TO THE PORTION OF THIS CERTIFICATE OWNED THROUGH SUCH PASS-THROUGH ENTITY BY SUCH DISQUALIFIED ORGANIZATION, AND (B) THE HIGHEST MARGINAL FEDERAL TAX RATE ON CORPORATIONS. FOR PURPOSES OF THE PRECEDING SENTENCE, THE TERM "PASS-THROUGH" INCLUDES REGULATED INVESTMENT COMPANIES, REAL ESTATE INVESTMENT TRUSTS, COMMON TRUST FUNDS, PARTNERSHIPS, TRUSTS, ESTATES, COOPERATIVES TO WHICH PART I OF SUBCHAPTER T OF THE CODE APPLIES AND, EXCEPT AS PROVIDED IN REGULATIONS, NOMINEES HOLDING AN INTEREST IN A PASS-THROUGH ENTITY. IF THIS CERTIFICATE WOULD CONSTITUTE A "NONECONOMIC RESIDUAL INTEREST" WITHIN THE MEANING OF TREASURY REGULATIONS ISSUED ON DECEMBER 23, 1992, ANY TRANSFER OF THIS CERTIFICATE FOR THE PURPOSE OF AVOIDING OR IMPEDING THE ASSESSMENT OR COLLECTION OF TAX WILL BE DISREGARDED FOR ALL U.S. FEDERAL TAX PURPOSES. THE AFFIDAVIT REQUIRED TO BE SUPPLIED UPON THE TRANSFER OF THIS CERTIFICATE ALSO MUST AFFIRM THAT NO PURPOSE OF THE TRANSFER OF THIS CERTIFICATE IS TO AVOID OR IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, THAT THE PROPOSED TRANSFEREE UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES IN EXCESS OF ANY CASH FLOWS GENERATED BY THIS CERTIFICATE AND THAT IT INTENDS TO PAY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, AND THAT IT WILL NOT CAUSE INCOME FROM THIS [RM] [RL] CLASS REMIC CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE OF THE PROPOSED TRANSFEREE OR ANOTHER U.S. TAXPAYER. IN ADDITION, TRANSFER OF THIS CERTIFICATE IS RESTRICTED AS SET FORTH IN THE TRUST AGREEMENT. NO TRANSFER OF THIS CERTIFICATE MAY BE MADE (X) TO ANY PERSON THAT IS NOT (I) A U.S. PERSON OR (II) A PERSON (OTHER THAN A U.S. PERSON) SUBJECT TO UNITED STATES INCOME TAXATION ON A NET BASIS ON INCOME DERIVED FROM THIS CERTIFICATE OR (Y) TO A PARTNERSHIP OF WHICH ANY PERSON OR ENTITY THAT HOLDS AN INTEREST (DIRECTLY, OR INDIRECTLY THROUGH A PASS-THROUGH ENTITY) IS NOT (I) A U.S. PERSON OR (II) A PERSON (OTHER THAN A U.S. PERSON) SUBJECT TO UNITED STATES INCOME TAXATION ON A NET BASIS ON INCOME DERIVED FROM THIS CERTIFICATE WITHOUT THE EXPRESS WRITTEN CONSENT OF FANNIE MAE. THE TERM "U.S. PERSON" MEANS A CITIZEN OR RESIDENT OF THE UNITED STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, AN ESTATE THE INCOME OF WHICH IS SUBJECT TO U.S. FEDERAL INCOME TAX REGARDLESS OF THE SOURCE OF SUCH INCOME OR A TRUST IF A COURT WITHIN THE UNITED STATES CAN EXERCISE PRIMARY SUPERVISOR H-2

87 OVER ITS ADMINISTRATION AND AT LEAST ONE UNITED STATES PERSON HAS AUTHORITY TO CONTROL ALL SUBSTANTIAL DECISIONS OF THE TRUST. H-3

88 Pursuant to Trust Agreement dated as of April 1, 2004 Fannie Mac Guaranteed REMIC Pass-Through Certificate evidencing an undivided beneficial ownership interest in Fannie Mae REMIC Trust 2004-W4 Issued by FANNIE MAE [RM] [RL] Class Percentage Interest of the [RM] [RL] Class Evidenced by this Certificate: 100% Issue Date: April 1, 2004 Certificate No.: Final Distribution Date: June 2034 CUSIP No.: [31393X4G9] [31393X4H7] Registered Holder: Taxpayer Identification Number: FANNIE MAE, a body corporate organized and existing under the laws of the United States ("Fannie Mac", which term includes any successor), in its capacity as Trustee, 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 Trust Agreement, dated as of April 1, 2004 (as amended or supplemented from time to time, the "Trust Agreement"), between Fannie Mae in its corporate capacity and Fannie Mac as trustee (the "Trustee"), the proceeds of the remaining assets of the Trust, if any, after the Class Balance of each Class of Regular Certificates has been reduced to zero and all compensation and reimbursements contemplated by the Trust Agreement have been paid. All capitalized terms used in this Certificate which are defined in the Trust Agreement shall have the meanings assigned to them in the Trust Agreement. This [RM] [RL] Class Guaranteed Certificate represents a "residual interest" in a "real estate mortgage investment conduit" as those terms are defined in the Code. This [RM] [RL] Class Guaranteed Certificate is one of a duly authorized issue of Guaranteed REMIC Pass-Through Certificates, Series 2004-W4 of Fannie Mac (herein called the "Guaranteed Certificates") which, together with the Mezzanine Classes of Wisconsin Avenue Securities REMIC Pass-Through Certificates, Series 2004-W4 (the "Mezzanine Certificates") and the Subordinate Classes of Wisconsin Avenue Securities REMIC Pass-Through Certificates, Series 2004-W4 (the "Subordinate Certificates" and, together with the Guaranteed Certificates and the Mezzanine Certificates, the "Certificates"), represent the entire beneficial ownership of NYi v.3 H-4

89 Fannie Mae REMIC Trust 2004-W4 (herein called the "Trust"), all issued and to be issued under the Trust Agreement, to which Trust Agreement reference is hereby made for a statement of the respective rights thereunder of Fannie Mac, the Trustee, and the Holders of the Certificates of each Class thereof and the terms upon which this Certificate is, and is to be, authenticated and made available. In the event of any conflict or inconsistency between this Guaranteed Certificate and the Trust Agreement, the Trust Agreement shall control in all respects. The Guaranteed Certificates are entitled to distributions solely as described in the Trust Agreement on the related Distribution Date. Any final distribution on this [RM] [RL] Class Guaranteed Certificate shall be made only upon presentation and surrender of this Certificate at the Corporate Trust Office or at such other office or address as may be specified in the notice of such final distribution from the Trustee. The Trust Agreement permits the amendment thereof without the consent of the Holder of this Certificate except as otherwise expressly provided for therein. Any consent by the Holder of this Certificate pursuant to the Trust Agreement shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any [RM] [RL] Class Guaranteed Certificate issued upon the registration of transfer hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. This [RM] [RL] Class Guaranteed Certificate is issuable only as a registered Certificate. As provided in the Trust Agreement and subject to certain limitations set forth therein, and subject to the restrictions on transfer set forth on the first and second pages hereof, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this 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 Fannie Mac and the Certificate Registrar duly executed by, the Holder hereof or such Holder's attorney duly authorized in writing, and such other documents as Fannie Mac or the Trustee may require, and thereupon a new [RM] [RL] Class Guaranteed Certificate will be issued to the designated transferee. A service charge in an amount determined by Fannie Mac shall be imposed for any registration of transfer of this Certificate and Fannie Mac may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Holder of this Certificate, by the acceptance of such Certificate, agrees that the Trustee is designated as its fiduciary in the performance of all the duties required of, or permitted to be taken by, the Tax Matters Person in respect of the Trust Fund and, upon the request of the Trustee, to execute a power of attorney to such effect. Fannie Mae, the Trustee, the Certificate Registrar and any agent of Fannie Mae or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither Fannie Mae nor the Trustee, the Certificate Registrar or any agent of Fannie Mae or the Trustee shall be affected by notice to the contrary. This Certificate shall be construed in accordance with, and governed by, the laws of the District of Columbia applicable to agreements made and to be performed therein. H-5

90 This [RM] [RL] Class Guaranteed 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 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 the Certificate Registrar by the manual or facsimile signature of one of its authorized signatories, this [RM] [RL] Class Guaranteed Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose. NY! v.3 H-6

91 IN WITNESS WHEREOF, Fannie Mae has caused this [RL] [RM] Guaranteed Certificate to be duly executed by manual or facsimile signature under its official seal. FANNIE MAE By: Name: Title: [Seal] Attest: Name" Title: H-7

92 CERTIFICATE OF AUTHENTICATION Trust This is the [RM] [RL] Class Guaranteed Certificate referred to in the within-mentioned Agreement. U. S. BANK NATIONAL ASSOCIATION, Certificate Registrar Dated: By: Authorized Signatory H-8

93 EXHIBIT I Lower Tier 2004-W4 LOWER TIER REMIC STRUCTURE Interest Companion Original Class Interest Final Distribution Designation Classes Balance(1) Rate Date LT-1 IO-1 (2) (2) (9) Group 1 Senior LT-2 Classes(other $281,017,369(3) 5.50% (9) than IO-1) LT-3 IO-2 (4) (4) (9) Group 2 Senior LT-4 Classes(other $187,762,825(5) 5.75% (9) than IO-2) LT-5 PO $5,518,034 (6) (9) Non-Senior LT-6 Classes (7) 5.50% (9) Non-Senior LT-7 Classes (8) 5.75% (9) RL (10) (10) (1) Subject to a permitted variance of plus or minus 10%. (2) This Class will be a Notional Class, will have a notional principal balance equal at all times to 100% of the aggregate stated principal balance of Group 1 Non-Discount Loans, and during each Interest Accrual Period, will bear interest at an annual rate equal to (i) the excess of the weighted average of the Net Mortgage Rates of the Group 1 Non- Discount Loans (weighted on the basis of their respective Stated Principal Balances as of the related Due Date) over 5.50%, over (ii) the allocable Uncovered Prepayment Interest Shortfalls with respect to the interest-bearing Group 1 Senior Certificates (as specified in the Prospectus). (3) This Class will have a principal balance equal to the Group 1 Senior Non-PO Balance (as specified in the Prospectus). (4) This Class will be a Notional Class, will have a notional principal balance equal at all times to 100% of the aggregate stated principal balance of Group 2 Non-Discount Loans, and during each Interest Accrual Period, will bear interest at an annual rate equal to (i) the excess of the weighted average of the Net Mortgage Rates of the Group 2 Non- Discount Loans (weighted on the basis of their respective Stated Principal Balances as of the related Due Date) over 5.75%, over (ii) the allocable Uncovered Prepayment Interest Shortfalls with respect to the interest-bearing Group 2 Senior Certificates (as specified in the Prospectus). I-1

94 (5) This Class will have a principal balance equal to the Group 2 Senior Non-PO Balance (as specified in the Prospectus). (6) This Class will be a principal only class and will not bear interest. (7) This Class will have a principal balance equal to the Assumed Subordination Balance for Loan Group 1. (8) This Class will have a principal balance equal to the Assumed Subordination Balance for Loan Group 2. (9) The Final Distribution Date for this Class will be the same as the Final Distribution Date for its 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 its Companion Class with the latest (or later, as the case may be) Final Distribution Date. (10) The RL Certificate will not have a Class Balance and will not bear interest. I-2

95 EXHIBIT J 2004-W4 MIDDLE TIER REMIC STRUCTURE Middle Tier Interest Companion Original Class Interest Final Distribution Designation Classes Balance(1) Rate Date MT-1 A-l, A ,000, % (2) MT-2 A-2,A-13 69,800, % (2) MT-3 A-3,A-14 25,000, % (2) MY-4 A-4 15,500, % (2) MT-5 A-5 50,000, % (2) MT-6 A-6 7,318, % (2) MT-7 A-7 110,687, % (2) MT-8 A-8 9,705, % (2) MT-9 A-9 11,270, % (2) MT-10 A-10,A-12 47,000, % (2) MT-11 A-15 7,500, % (2) MT-12 IO-1 (3) (3) (2) MT-13 IO-2 (3) (3) (2) MT-14 PO 5,518,034 (4) (2) MT-15 2A-IO (3) (3) (2) MT-16 M (5) (5) (2) MT-17 B-1 (5) (5) (2) MT-18 B-2 (5) (5) (2) MT-19 B-3 (5) (5) (2) MT-20 B-4 (5) (5) (2) MT-21 B-5 (5) (5) (2) RM (6) (6) (1) Subject to a permitted variance of plus or minus 10%. (2) The Final Distribution Date for this Class will be the same as the Final Distribution Date for its 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 its Companion Class with the latest (or later, as the case may be) Final Distribution Date. (3) This Class will be a Notional Class, will have a notional principal balance equal at all times to the notional principal balance of the Companion Class for this Class, and will bear interest at the same rate as the Companion Class for this Class. (4) This Class is a principal only Class and will not pay interest. J-1

96 (5) This Class will have a principal balance equal to, and will bear interest at the same rate as, the Companion Class for this Class. (6) The RM Certificate will not have a Class Balance and will not bear interest. J-2

97 EXHIBIT K FORM OF RESIDUAL CLASS TAX MATTERS TRANSFER AFFIDAVIT STATEOF ) ) SS: COUNTY OF ) Affidavit pursuant to (i) Section 860E(e)(4) of the Internal Revenue Code of 1986, as amended, and (ii) certain provisions of the Trust Agreement relating to Fannie Mae REMIC Trust 2004-W4 of perjury: [NAME OF OFFICER], being first duly swom, deposes and says under penalties 1. That he is [Title of Officer] of [Name of Investor] (the "Investor"), a [savings institution] [corporation] duly organized and existing under the laws of [the State of.] [the United States], on behalf of which he/she makes this affidavit. 2. That (i) the Investor is not a "disqualified organization" as defined in Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended, (the "Code") and will not be a disqualified organization as of [date of transfer]; (ii) it is not acquiring the [Combined Certificate for the Residual Classes] [Separate Class [AR][RM][RL] REMIC Certificate] for the account of a disqualified organization; (iii) it consents to any amendment of the Trust Agreement that shall be deemed necessary by Fannie Mae (upon advice of counsel) to constitute a reasonable arrangement to ensure that the [Combined Certificate for the Residual Classes] [Separate Class [AR] [RM][RL] REMIC Certificate] will not be owned directly or indirectly by a disqualified organization; (iv) no purpose of the acquisition of the [Combined Certificate for the Residual Classes] [Separate Class [AR][RM][RL] REMIC Certificate] is to avoid or impede the assessment or collection of tax; (v) it understands that it may incur tax liabilities in excess of any cash flows generated by the [Combined Certificate for the Residual Classes] [Separate Class [AR][RM] [RL] REMIC Certificate]; (vi) it intends to pay taxes associated with holding the [Combined Certificate for the Residual Classes] [Separate Class JAR] [RM][RL] REMIC Certificate] as they become due; and (vii) it will not cause income from the [Combined Certificate for the Residual Classes] [Separate Class [AR][RM][RL] REMIC Certificate] to be attributable to a foreign government establishment or fixed base (within the meaning of an applicable income tax treaty) of the Investor or another U.S. taxpayer. 3. That the Investor is (i) a "United States person" within the meaning of section 7701(a)(30) of the Code or (ii) a person who would be subject to United States income taxation on a net basis on income derived from the [Combined Certificate for the Residual Classes] [Separate Class [AR][RM] [RL] REMIC Certificate]; N v.3 K-1

98 4. That, if the Investor is a partnership for U.S. federal income tax purposes, each person or entity that holds an interest (directly, or indirectly through a pass-through entity) in the partnership is (i) a United States person within the meaning of section 7701(a)(30) of the Code or (ii) a person who would be subject to United States income taxation on a net basis on income derived from the [Combined Certificate for the Residual Classes] [Separate Class [AR][RM][RL] REMIC Certificate]; 5. That the Investor will not transfer the [Combined Certificate for the Residual Classes] [Separate Class [AR][RM] [RL] REMIC Certificate] unless (i) it has received from the transferee an affidavit in substantially the same form as this affidavit containing the same representations set forth herein and (ii) as of the time of the transfer, it does not have actual knowledge that such affidavit is false. IN WITNESS WHEREOF, the Investor has caused this instrument to be executed on its behalf, pursuant to the authority of its Board of Directors, by its [Title of Officer] and its corporate seal to be hereunto attached, attested by its [Assistant] Secretary, this day of,200. [NAME OF INVESTOR] By: [Name of Officer] [Title of Officer] [Address of Investor for receipt of distributions] [Taxpayer I.D. number] Address of Investor information: for receipt of tax [Corporate Seal] Attest: [Assistant] Secretary NY! v.3 K-2

99 COUNTYOF ) ) ss.. STATEOF ) Personally appeared before me the above-named [Name of Officer], known or proved to me to be the same person who executed the foregoing instrument and to be the [Title of Officer] of the Investor, and acknowledged to me that he executed the same as his free act and deed and the free act and deed of the Investor. Subscribed and swom before me this day of,200. NOTARY PUBLIC My commission expires the day of,200. K-3

100 EXHIBIT L [FORM OF TRANSFEREE AGREEMENT] TRANSFEREE AGREEMENT WISCONSIN AVENUE SECURITIES SUBORDINATE REMIC PASS-THROUGH CERTIFICATES FANNIE MAE REMIC TRUST 2004-W4 U.S. Bank National Association as Transfer Agent and Certificate Registrar 1 Federal Street Boston, MA Fannie Mae, as Trustee 3900 Wisconsin Avenue NW Washington, DC (DATE) The undersigned (the "Transferee") proposes to acquire $ initial principal balance of Wisconsin Avenue Securities REMIC Pass-Through Certificates, Series 2004-W4, Class (the "Subordinate Certificates"). In doing so the Transferee hereby acknowledges and agrees as follows: Section 1. Definitions. Each capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to it in the Trust Agreement, dated as of April 1, 2004 (the "Trust Agreement"), by Fannie Mae, in its corporate capacity and in its capacity as Trustee (the "Trustee"). Section 2. Representations and Warranties of the Transferee. In connection with the proposed exchange, the Transferee represents and warrants to the Transfer Agent and Certificate Registrar and the Trustee that: (a) The Transferee is duly organized, validly existing and in good standing under the laws of the jurisdiction in which the Transferee is organized, is authorized to invest in the Subordinate Certificates, and is authorized to enter into this Agreement, and has duly executed and delivered this Agreement; and (b) The Transferee is a Qualified Institutional Buyer (as defined below) under clause of the definition in Section 3(0, is acquiring the Subordinate Certificates for its own account or for the account of a Qualified Institutional Buyer and not with a view to the distribution thereof, in whole or in part, and acknowledges that the Transfer Agent and Certificate Registrar and the Trustee are relying upon the representations contained herein in permitting the proposed exchange. L-1

101 Section 3. Transfer of Subordinate Certificates. (a) The Subordinate Certificates shall only be offered, sold, pledged or otherwise transferred in a sale that does not involve a public offering and to a person(s) whom the Transferee reasonably believes is a (are) Qualified Institutional Buyer(s). (b) No transfer of a Subordinate Certificate shall be made unless the Transferor provides the Transfer Agent and the Trustee with a Transferee's Agreement, substantially in the form of this Agreement from the proposed transferee. A failure to provide the Transfer Agent and the Trustee with the foregoing shall cause a transfer to be void. (c) The Transferee hereby agrees to indemnify and hold harmless the Transfer Agent and Fannie Mae, against any losses, claims, damages, or liabilities (including the cost of any investigation, legal or other expenses incurred in connection with any amounts paid in settlement of any action, suit, proceeding or claim asserted) arising out of any such transfer. (d) Transferee acknowledges that the certificate evidencing its Subordinate Certificates will bear a legend setting forth the applicable restrictions on transfer. (e) The Transferee is not a Plan that is subject to the Department of Labor regulations set forth in 29 C.F.R. Subsection or has provided the opinion required by Section 5.02(h) of the Trust Agreement. mean (f) For purposes of this Transferee Agreement, "Qualified Institutional Buyer" shall (i) Any of the following entities, acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with the entity: (A) Any insurance company as defined in section 2(13) of the Securities Act of 1933 (the "Act"); (B) Any investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act") or any business development company as defined in section 2(a)(48) of the 1940 Act; (C) Any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; (D) Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees; (E) Any employee benefit plan within the meaning of Title I of the Employment Retirement Income Security Act of 1974; L-2

102 (F) Any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in paragraph (D) or (E) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans; (G) Any business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940 (the "Advisers Act"); (H) Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation (other than a bank as defined in section 3(a)(2) of the Act or a savings and loan association or other institution referenced in section 3(a) (5) (A) of the Act or a foreign bank or savings and loan association or equivalent institution), partnership, or Massachusetts or similar business trust; and (I) Any investment adviser registered under the Advisers Act. (ii) Any dealer registered pursuant to section 15 of the Securities Exchange Act of 1934 (the "Exchange Act"), acting for its own account or the accounts of other Qualified Institutional Buyers, that in the aggregate owns and invests on a discretionary basis at least $10 million of securities of issuers that are not affiliated with the dealer, provided that securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering shall not be deemed to be owned by such dealer; (iii) Any dealer registered pursuant to section 15 of the Exchange Act acting in a riskless principal transaction on behalf of a Qualified Institutional Buyer; (iv) Any investment company registered under the 1940 Act, acting for its own account or for the accounts of other Qualified Institutional Buyers, that is part of a family of investment companies which own in the aggregate at least $100 million in securities of issuers, other than issuers that are affiliated with the investment company or are part of such family of investment companies. "Family of investment companies" means any two or more investment companies registered under the 1940 Act, except for a unit investment trust whose assets consist solely of shares of one or more registered investment companies, that have the same investment adviser (or, in the case of unit investment trusts, the same depositor), provided that, for purposes of this section: (A) Each series of a series company (as defined in Rule 18f-2 under the Investment Company Act) shall be deemed to be a separate investment company; and (B) Investment companies shall be deemed to have the same adviser (or depositor) if their advisers (or depositors) are majority-owned subsidiaries of the same parent, or if one investment company's adviser (or depositor) is a majority-owned subsidiary of the other investment company's adviser (or depositor); L-3

103 (v) Any entity, all of the equity owners of which are qualified institutional buyers, acting for its own account or the accounts of other qualified institutional buyers; (vi) Any bank as defined in section 3(a)(2) of the Act, any savings and loan association or other institution as referenced in section 3(a)(5)(A) of the Act, or any foreign bank or savings and loan association or equivalent institution, acting for its own account or the accounts of other qualified institutional buyers, that in the aggregate owns and invests on a discretionary basis at least $100 million in securities of issuers that are not affiliated with it and that has an audited net worth of at least $25 million as demonstrated in its latest annual financial statements, as of a date not more than 15 months preceding the date of sale in the case of a U.S. bank or savings and loan association, and not more than 18 months preceding such date of sale for a foreign bank or savings and loan association or equivalent institution; and (vii) Any other entity that constitutes a Qualified Institutional Buyer under Rule 144A of the Act as of the date of this Transferee Agreement. Section 4. Survival of Representations. All representations, warranties, covenants and agreements of the undersigned contained herein or in agreements or certificates delivered pursuant hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of Fannie Mae or the Transfer Agent and Certificate Registrar or any of their respective officers, directors or any controlling persons, and shall survive delivery of the Subordinate Certificates. The provisions of this Section 4 shall survive the termination or cancellation of this Agreement. L-4

104 IN WITNESS WHEREOF, the undersigned has caused this Agreement to be validly executed by its duly authorized representative as of the day and year first above written. [Transferee Name] By: Its: NY! v.3 L-5

105 EXHIBIT M PAYMENTS ON THE SUBORDINATE CERTIFICATES Interest Payments on the Subordinate Certificates Interest Payment Priorities On each Distribution Date, we will pay, from interest collections on the Mortgage Loans remaining after application to the Senior and Mezzanine Certificates, accrued and unpaid interest on the Classes of Subordinate Certificates at the applicable annual rates in the following order of priority: first, to the B-3 Class; second, to the B-4 Class; and third, to the B-5 Class. Principal Payments on the Subordinate Certificates Principal Payment Priorities On each Distribution Date, from Principal Collections on the Mortgage Loans remaining after distribution to the Senior Certificates of the amount of principal described in the Prospectus and after payment of certain tax-related Trustee expenses and unpaid reimbursement amounts owing to Fannie Mac for guaranty payments made in respect of the Senior Certificates, we will pay the Non-Senior Principal Distribution Amount to the Non-Senior Classes, pro rata (based on their outstanding principal balances), with the applicable Specified Non-Senior Principal Distribution Amounts for those Classes being applied in the following order of priority: first, to the Mezzanine Certificates; second, to the B-3 Class; third, to the B-4 Class; and fourth, to the B-5 Class. M-1

106 Appendix A APPENDIX A TO TRUST AGREEMENT Whenever used in the Trust Agreement, words and phrases set forth below or contained in the Sale and Servicing Agreement (or, in the event the Sale and Servicing Agreement is terminated, at the time immediately preceding such termination), unless the context otherwise requires, shall have the meanings specified below or in the Sale and Servicing Agreement, as the case may be. Capitalized terms used in the Trust Agreement, and defined in the Prospectus but not otherwise defined below or in the Sale and Servicing Agreement, shall have the meanings specified in the Prospectus. "Arrearages": As defined in Section 2.1 (a) hereof. "Authorized Officer": The Chairman of the Board, the President or any Executive Vice President, Senior Vice President or Vice President of Fannie Mae. "Book-Entry Certificates": The Senior Certificates (other than the AR, RM and RL Classes) and the Mezzanine Certificates. "Business Day": Any day other than (i) a Saturday or a Sunday, or (ii) a day on which either the Federal Reserve Bank of New York or Boston authorizes banking institutions in the Second or First Federal Reserve District, respectively, to be closed. When used with respect to an Index Determination Date for the LIBOR Floating Rate Classes, "Business Day" shall mean a day on which banks are open for dealing in foreign currency and exchange in London, Boston and New York City. "Certificate": Any Senior Certificate, Mezzanine Certificate, Subordinate Certificate or Residual Certificate. The term "Certificate" does not include the Lower Tier Regular Interests or Middle Tier Regular Interests. "Certificate Account": An account designated as such and created and maintained pursuant to Section 4.7. "Certificate Balance": As to any Certificate (other than the RM and RL Classes) prior to the initial Distribution Date, the denomination thereof and, as to any such Certificate subsequent to such initial Distribution Date, the denomination thereof multiplied by the then applicable Class Factor. "Certificate Interest Rate": With respect to any Class of Certificates, other than the Interest Only Certificates and the Residual Certificates, the annual rate at which interest accrues on the Certificates of such Class as specified or described in the Prospectus. With respect to each Lower Tier Regular Interest, the applicable rate per annum rate specified in the Lower Tier Schedule; and with respect to each Middle Tier Regular Interest, the applicable rate per annum specified in the Middle Tier Schedule. "Certificate Owner": As to any Book-Entry Certificate, the beneficial owner thereof. _ v.3 App-1

107 "Certificate Register": As defined in Section 5.2(a) hereof. "Certificateholder": As to (i) any Senior Certificate (other than any Residual Certificate) or (ii) any Mezzanine Certificate, the entity acting as nominee for the Depository. As to any Subordinate Certificate or any Residual Certificate, the registered owner in the Certificate Register maintained by the Certificate Registrar pursuant to Section 5.2. "Class": As to the Certificates, all Certificates with the same terms; as to the Lower Tier Regular Interests, all Lower Tier Regular Interests issued with the same designation; and as to the Middle Tier Regular Interests, all Middle Tier Regular Interests issued with the same designation. "Class Balance": With respect to any Class of Certificates at any time (other than the RM and RL Class Certificates), the aggregate of the Certificate Balances of all Certificates of such Class. As to any Class of Lower Tier Regular Interests as of any date of determination, the original principal balance thereof as set forth in the Lower Tier Schedule, less the aggregate amount of all Lower Tier Principal Distribution Amounts allocable to such Class in accordance with Section 2.2 hereof prior to such date of determination. As to any Class of Middle Tier Regular Interests as of any date of determination, the original principal balance thereof as set forth in the Middle Tier Schedule, less the aggregate amount of all Middle Tier Principal Distribution Amounts allocable to such Class in accordance with Section 2.6 hereof prior to such date of determination. "Class Factor": With respect to any Class of Regular Certificates (other than the Interest Only Certificates), as of any date of determination, a fraction expressed as a decimal carried to eight decimal places, whose numerator is the then related Class Balance and whose denominator is the related original Class Balance (as of the Issue Date). With respect to each Class of Interest Only Certificates as of any date of determination, a fraction expressed as a decimal carried to eight decimal places, whose numerator is the then notional balance thereof and whose denominator is the original notional balance thereof (as of the Issue Date). "Clearing Agency": The Depository, its successor in interest, or any successor Depository appointed as herein provided. "Clearing Agency Participant": A broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. "Code": The Internal Revenue Code of 1986, as amended, including any successor or amendatory provisions. "Combined Group 1 and Group 2 Senior Principal Distribution Amount": As defined in the Prospectus. "Companion Class": With respect to each Lower Tier Regular Interest, any Class of Certificates appearing opposite such Lower Tier Regular Interest in the Lower Tier Schedule; and with respect to each Middle Tier Regular Interest, any Class of Certificates appearing opposite such Middle Tier Regular Interest in the Middle Tier Schedule. _ v.3 App-2

108 "Corporate Trust Office": With respect to the presentation and surrender of the Certificates for the final distribution thereon, and with respect to the presentation and surrender of any Residual Certificate for any distribution thereon on the final Distribution Date for the Certificates, the office of the New York Presenting Agent or the principal corporate trust office of the Paying Agent and the Certificate Registrar located at 1 Federal Street, Boston, Massachusetts 02110; with respect to notices to the Paying Agent and the Certificate Registrar, the foregoing address; and for all other purposes, either the office of the New York Presenting Agent or the foregoing address or such other address or addresses as Fannie Mae may designate from time to time by notice to the Holders of Certificates, provided that there shall at all times be a New York Presenting Agent. "Definitive Certificates": The Subordinate Certificates and the Residual Certificates and any other Senior Certificates and the Mezzanine Certificates as to which certificates in certificated fully registered form are issued pursuant to Section 3.3(c) hereof. "Depository": As defined in Section 3.3(a) hereof. "Depository Agreement": With respect to any Class of Book-Entry Certificates, the letter of representations among Fannie Mae, the Trustee and the Clearing Agency. "Disqualified Organization": Any organization defined as such in Section 860E(e)(5) of the Code and any Person so designated by the Trustee based upon an Opinion of Counsel to the effect that the holding of an ownership interest in a Residual Certificate by such Person may cause the Trust or any Person owning Certificates (other than such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed but for a transfer of such ownership interest in such Residual Certificate. "Distribution Date": The 25th day (or, if such 25th day is not a Business Day, the Business Day immediately following the 25th day) of each month, beginning in May "Due Period": With respect to any Distribution Date, the period from and including the second day of the prior calendar month to and including the first day of the month in which such Distribution Date occurs. "Eligible Depository Institution": Any Reserve Bank or any depository institution or trust company incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal or state banking authorities, so long as at the time of determination of eligibility the commercial paper or other short-term debt obligations of such depository institution or trust company (or, in the case of a depository institution that is the principal subsidiary of a holding company, the commercial paper or other short-term debt obligations of such holding company) have the Highest Credit Rating Available from each of the Rating Agencies. "Eligible Investments": Any one or more of the following obligations or securities denominated in United States dollars: (a) direct obligations of, and obligations fully guaranteed by, the United States of America, Fannie Mae, the Federal Home Loan Banks, or any agency or instrumentality of App-3