$FNMA AMENDED AND RESTATED SENIOR PREFERRED STOCK PURCHASE

AGREEMENT

(iii) to the extent Conservator or a receiver of Seller, or any statute, rule, regulation or

court of competent jurisdiction, specifies or determines that a liability of Seller (including

without limitation a claim against Seller arising from rescission of a purchase or sale of a

security issued by Seller (or guaranteed by Seller or with respect to which Seller is otherwise liable) or for damages arising from the purchase, sale or retention of such a security) shall be subordinated (other than pursuant to a contract providing for such subordination) to all other liabilities of Seller or shall be treated on par with any class of equity

of Seller, then such liability shall be excluded in the calculation of Deficiency Amount;

and (iv) the Deficiency Amount may be increased above the otherwise applicable amount by

the mutual written agreement of Purchaser and Seller, each acting in its sole discretion.

http://www.fhfa.gov/webfiles/23898/seniorpref...ntfnm1.pdf