OFFICER's CERTIFICATE Form 4258

OFFICER'S CERTIFICATE

I, , * of , (Name of Officer) (Title), (Name of Company), a (State) corporation, hereby certify that:

(a) Establishing an account and transacting business with Fannie Mae, including the purchase and sale of Fannie Mae MBS, Mega’s, REMICs, options on Fannie Mae MBS and early funding transactions, has been (1) approved by an officer of the Company who was duly authorized by the Board of Directors to enter into agreements for such transactions with Fannie Mae and such authorization is reflected in the minutes of the Board of Directors' meetings, or (2) approved by an officer or other employee designated by an officer authorized to designate persons who may enter into agreements for such transactions with Fannie Mae, or (3) specifically approved by the Board of Directors of the Company and such approval is reflected in the minutes of such Board of Directors’ meeting;

(b) The Company has full legal authority under the laws of , the rules, regulations and policies of any regulatory authority, and the Company's organizational documents and bylaws (and has obtained all required authorizations of applicable regulatory authorities) to purchase and sell Fannie Mae MBS, Megas and REMICs and enter into options on Fannie Mae MBS, early funding transactions and other related transactions with Fannie Mae;

(c) all necessary corporate action has been taken to permit the officer(s) or employee(s) shown [below] [in a separate resolution or certificate furnished to you] to open and maintain an account with Fannie Mae and to transact business with Fannie Mae, including the purchase and sale of Fannie Mae MBS, Megas and REMICs, options on Fannie Mae MBS and early funding transactions:

Name(s) and title(s) of officer(s) or employee(s) authorized to engage in such activities with Fannie Mae on behalf of the Company:

Name Title

IN WITNESS WHEREOF, I have hereunto signed my name.

Date: Name: Title:

Officer’s Certificate Form 4258 Page 1 08-05 © 2005 Fannie Mae I, ______, the (Corporate/Assistant Corporate) Secretary, of ______, hereby certify that ______(Name of Officer signing above) is duly qualified as ______(Title of Officer signing above) of the Company and that the signature above is such Officer’s genuine signature.

IN WITNESS WHEREOF, I have hereunto signed my name.

Date: Name: Title:

* Officer must be a Vice President or higher.