Common use of Distribution Account and Securities Account Clause in Contracts

Distribution Account and Securities Account. (a) The Trustee, for the benefit of the Certificateholders, shall establish and maintain an account (the "Distribution Account") at the Bank, which shall be an Eligible Account, entitled "CWMBS, Inc. Alternative Loan Trust Resecuritization 2003-23T2R." The Distribution Account shall be maintained as a "deposit account" (as defined in Section 9-102(a)(29), bearing a designation clearly indicating that the account and all funds deposited in it are held for the exclusive benefit of the Certificateholders. All amounts on deposit in the Distribution Account shall remain uninvested. The Bank of New York ("BNY") hereby confirms the following with respect to the Distribution Account: (A) the Distribution Account shall be established and maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), (B) BNY is an organization engaged in the business of banking and is acting in such capacity (in such capacity, the "Bank") in maintaining the Distribution Account and (C) the Trustee is the Bank's sole "customer" (within the meaning of Section 9-104 of the UCC) with respect to the Distribution Account (other than the Securities Account). Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Bank shall receive any instructions originated by the Trustee directing the disposition of funds in the Distribution Account, the Bank shall comply with such instructions without further consent by the Depositor, the Underlying Certificate Seller or any other Person. Notwithstanding anything to the contrary, the Bank's "jurisdiction" (within the meaning of Section 9-304 of the UCC) is the State of New York. The Distribution Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (a) [Reserved]. (b) By the date of this Indenture, the Indenture Trustee shall establish an account (the "Securities Account") which shall be established and maintained as a "securities account" as defined in Section 8-501 of the UCC to which financial assets are or may be credited, (B) BNY shall act in the capacity of a "Securities Intermediary" as defined in of Section 8-102(a)(14) of the UCC (in such capacity, the "Securities Intermediary") with respect to the Securities Account, and (C) the Securities Intermediary shall treat the Trustee as the sole "entitlement holder" within the meaning of Section 8-102(a)(7) of the Securities Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Securities Account. The Securities Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (c) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notifications or entitlement orders from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Securities Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. Notwithstanding anything to the contrary, the Securities Intermediary's jurisdiction (as defined in Section 8-110 of the UCC) shall be the State of New York. (d) The Trustee shall upon receipt deposit in the Distribution Account the following payments and collections in respect of the Deposited Underlying Certificates: (i) all distributions due and received on the Deposited Underlying Certificates after December 26, 2003; and (ii) any amount required to be deposited in the Distribution Account pursuant to Section 2.03(a) hereof in connection with the repurchase of a Deposited Underlying Certificate by the Underlying Certificate Seller. (e) Upon a determination by the Trustee that the final distribution shall be made in respect of a Deposited Underlying Certificate, the Trustee shall take such steps as may be necessary in connection with the final payment thereon in accordance with the terms and conditions of the Underlying Agreement. The Trustee shall promptly deposit in the Distribution Account the final distribution received upon presentment and surrender of the affected Deposited Underlying Certificate. (f) The Depositor shall give notice to the Trustee, the Underlying Certificate Seller and each Rating Agency of any proposed change of the location of the Distribution Account or the Securities Account prior to any change thereof. (g) If the Bank or the Securities Intermediary has or subsequently obtains by agreement, operation of law, or otherwise a security interest in the Distribution Account or the Securities Account, each of the Bank and the Securities Intermediary hereby agrees that the security interest shall be subordinate to the security interest of the Trustee for the benefit of the Certificateholders.

Distribution Account and Securities Account. (a) The Trustee, for the benefit of the Certificateholders, shall establish and maintain an account (the "Distribution Account") at the Bank, which shall be an Eligible Account, entitled "CWMBSIndy Mac MBS, Inc. Alternative Loan Residential Asset Securitization Trust Resecuritization 20032004-23T2R.R1." The Distribution Account shall be maintained as a "deposit account" (as defined in Section 9-102(a)(29), bearing a designation clearly indicating that the account and all funds deposited in it are held for the exclusive benefit of the Certificateholders. All amounts on deposit in the Distribution Account shall remain uninvested. The Deutsche Bank of New York ("BNY") hereby confirms the following with respect to the Distribution Account: (A) the Distribution Account shall be established and maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), (B) BNY Deutsche Bank is an organization engaged in the business of banking and is acting in such capacity (in such capacity, the "Bank") in maintaining the Distribution Account and (C) the Trustee is the Bank's sole "customer" (within the meaning of Section 9-104 of the UCC) with respect to the Distribution Account (other than the Securities Account). Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Bank shall receive any instructions originated by the Trustee directing the disposition of funds in the Distribution Account, the Bank shall comply with such instructions without further consent by the Depositor, the Underlying Certificate Seller or any other Person. Notwithstanding anything to the contrary, the Bank's "jurisdiction" (within the meaning of Section 9-304 of the UCC) is the State of New York. The Distribution Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (a) [Reserved]. (b) By the date of this Indenture, the Indenture Trustee shall establish an account (the "Securities Account") which shall be established and maintained as a "securities account" as defined in Section 8-501 of the UCC to which financial assets are or may be credited, (B) BNY Deutsche Bank shall act in the capacity of a "Securities Intermediary" as defined in of Section 8-102(a)(14) of the UCC (in such capacity, the "Securities Intermediary") with respect to the Securities Account, and (C) the Securities Intermediary shall treat the Trustee as the sole "entitlement holder" within the meaning of Section 8-102(a)(7) of the Securities Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Securities Account. The Securities Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (c) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notifications or entitlement orders from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Securities Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. Notwithstanding anything to the contrary, the Securities Intermediary's jurisdiction (as defined in Section 8-110 of the UCC) shall be the State of New York. (d) The Trustee shall upon receipt deposit in the Distribution Account the following payments and collections in respect of the Deposited Underlying Certificates: (i) all distributions due and received on the Deposited Underlying Certificates after December 26February 25, 20032004; and (ii) any amount required to be deposited in the Distribution Account pursuant to Section 2.03(a) hereof in connection with the repurchase of a Deposited Underlying Certificate by the Underlying Certificate Seller. (e) Upon a determination by the Trustee that the final distribution shall be made in respect of a Deposited Underlying Certificate, the Trustee shall take such steps as may be necessary in connection with the final payment thereon in accordance with the terms and conditions of the Underlying Agreement. The Trustee shall promptly deposit in the Distribution Account the final distribution received upon presentment and surrender of the affected Deposited Underlying Certificate. (f) The Depositor shall give written notice to the Trustee, the Underlying Certificate Seller and each Rating Agency of any proposed change of the location of the Distribution Account or the Securities Account prior to any change thereof. (g) If the Bank or the Securities Intermediary has or subsequently obtains by agreement, operation of law, or otherwise a security interest in the Distribution Account or the Securities Account, each of the Bank and the Securities Intermediary hereby agrees that the security interest shall be subordinate to the security interest of the Trustee for the benefit of the Certificateholders. (h) In order to comply with its duties under the USA Patriot Act of 2001, the Trustee shall obtain and verify certain information and documentation from the owners of the accounts that it establishes pursuant to this Agreement, including, but not limited to, each account owner's name, address and other identifying information.

Distribution Account and Securities Account. (a) The Trustee, for the benefit of the Certificateholders, shall establish and maintain an account (the "“Distribution Account"”) at the Bank, which shall be an Eligible Account, entitled "CWMBS“Indy Mac MBS, Inc. Alternative Loan Residential Asset Securitization Trust Resecuritization 20032007-23T2R." R1.” The Distribution Account shall be maintained as a "“deposit account" ” (as defined in Section 9-102(a)(29)) of the UCC, bearing a designation clearly indicating that the account and all funds deposited in it are held for the exclusive benefit of the Certificateholders. All amounts on deposit in the Distribution Account shall remain uninvested. The Deutsche Bank of New York ("BNY") hereby confirms the following with respect to the Distribution Account: (A) the Distribution Account shall be established and maintained as a "“deposit account" ” (as defined in Section 9-102(a)(29) of the UCC), (B) BNY Deutsche Bank is an organization engaged in the business of banking and is acting in such capacity (Duetsche Bank, in such capacity, and any successor thereto, the "“Bank"”) in maintaining the Distribution Account and (C) the Trustee is the Bank's ’s sole "“customer" ” (within the meaning of Section 9-104 of the UCC) with respect to the Distribution Account (other than the Securities Account). Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Bank shall receive any instructions originated by the Trustee directing the disposition of funds in the Distribution Account, the Bank shall comply with such instructions without further consent by the Depositor, the Underlying Certificate Seller or any other Person. Notwithstanding anything to the contrary, the Bank's "’s “jurisdiction" ” (within the meaning of Section 9-304 of the UCC) is the State of New York. The Distribution Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "“Delivery."” (a) [Reserved]. (b) By the date of this IndentureTrust Agreement, the Indenture Trustee shall establish an account (the "“Securities Account"”) which shall be an Eligible Account and shall be established and maintained as a "“securities account" ” as defined in Section 8-501 of the UCC to which financial assets are or may be credited, (B) BNY Deutsche Bank shall act in the capacity of a "“Securities Intermediary" ” as defined in of Section 8-102(a)(14) of the UCC (in such capacity, the "“Securities Intermediary"”) with respect to the Securities Account, and (C) the Securities Intermediary shall treat the Trustee as the sole "“entitlement holder" ” within the meaning of Section 8-102(a)(7) of the Securities Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Securities Account. The Securities Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "“Delivery."” (c) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notifications or entitlement orders from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Securities Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. Notwithstanding anything to the contrary, the Securities Intermediary's ’s jurisdiction (as defined in Section 8-110 of the UCC) shall be the State of New York. (d) The Trustee shall upon receipt deposit in into the Securities Account and then immediately transfer to the Distribution Account the following payments and collections in respect of the Deposited Underlying Certificates: (i) all distributions due and received on the Deposited Underlying Certificates after December 26July 25, 20032007; and (ii) any amount required to be deposited in the Distribution Account pursuant to Section 2.03(a) hereof in connection with the repurchase of a Deposited Underlying Certificate by the Underlying Certificate Seller. (e) Upon a determination by the Trustee that the final distribution shall be made in respect of a Deposited Underlying Certificate, the Trustee shall take such steps as may be necessary in connection with the final payment thereon in accordance with the terms and conditions of the Underlying Agreement. The Trustee shall promptly deposit in the Distribution Account the final distribution received upon presentment and surrender of the affected Deposited Underlying Certificate. (f) The Depositor shall give written notice to the Trustee, the Underlying Certificate Seller and each Rating Agency of any proposed change of the location of the Distribution Account or the Securities Account prior to any change thereof. (g) If the Bank or the Securities Intermediary has or subsequently obtains by agreement, operation of law, or otherwise a security interest in the Distribution Account or the Securities Account, each of the Bank and the Securities Intermediary hereby agrees that the security interest shall be subordinate to the security interest of the Trustee for the benefit of the Certificateholders. (h) Upon a downgrade in the rating of an institution at which an Eligible Account is held below the required ratings set forth in the definition of Eligible Account, within 30 days of such downgrade, such account will be transferred to an account meeting the requirements of the definition of Eligible Account; provided, however, that this transfer requirement may be waived by the applicable Rating Agency.

Distribution Account and Securities Account. (a) The Trustee, for the benefit of the Certificateholders, shall establish and maintain an account (the "Distribution Account") at the Bank, which shall be an Eligible Account, entitled "CWMBSIndy Mac MBS, Inc. Alternative IndyMac INDX Mortgage Loan Trust Resecuritization 20032006-23T2R.R1." The Distribution Account shall be maintained as a "deposit account" (as defined in Section 9-102(a)(29), bearing a designation clearly indicating that the account and all funds deposited in it are held for the exclusive benefit of the Certificateholders. All amounts on deposit in the Distribution Account shall remain uninvested. The Deutsche Bank of New York ("BNY") hereby confirms the following with respect to the Distribution Account: (A) the Distribution Account shall be established and maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), (B) BNY Deutsche Bank is an organization engaged in the business of banking and is acting in such capacity (in such capacity, the "Bank") in maintaining the Distribution Account and (C) the Trustee is the Bank's sole "customer" (within the meaning of Section 9-104 of the UCC) with respect to the Distribution Account (other than the Securities Account). Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Bank shall receive any instructions originated by the Trustee directing the disposition of funds in the Distribution Account, the Bank shall comply with such instructions without further consent by the Depositor, the Underlying Certificate Seller or any other Person. Notwithstanding anything to the contrary, the Bank's "jurisdiction" (within the meaning of Section 9-304 of the UCC) is the State of New York. The Distribution Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (a) [Reserved]. (b) By the date of this IndentureTrust Agreement, the Indenture Trustee shall establish an account (the "Securities Account") which shall be established and maintained as a "securities account" as defined in Section 8-501 of the UCC to which financial assets are or may be credited, (B) BNY Deutsche Bank shall act in the capacity of a "Securities Intermediary" as defined in of Section 8-102(a)(14) of the UCC (in such capacity, the "Securities Intermediary") with respect to the Securities Account, and (C) the Securities Intermediary shall treat the Trustee as the sole "entitlement holder" within the meaning of Section 8-102(a)(7) of the Securities Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Securities Account. The Securities Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (c) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notifications or entitlement orders from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Securities Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. Notwithstanding anything to the contrary, the Securities Intermediary's jurisdiction (as defined in Section 8-110 of the UCC) shall be the State of New York. (d) The Trustee shall upon receipt deposit in into the Securities Account and then immediately transfer to the Distribution Account the following payments and collections in respect of the Deposited Underlying Certificates: (i) all distributions due and received on the Deposited Underlying Certificates after December 26July 25, 20032006; and (ii) any amount required to be deposited in the Distribution Account pursuant to Section 2.03(a) hereof in connection with the repurchase of a Deposited Underlying Certificate by the Underlying Certificate Seller. (e) Upon a determination by the Trustee that the final distribution shall be made in respect of a Deposited Underlying Certificate, the Trustee shall take such steps as may be necessary in connection with the final payment thereon in accordance with the terms and conditions of the Underlying Agreement. The Trustee shall promptly deposit in the Distribution Account the final distribution received upon presentment and surrender of the affected Deposited Underlying Certificate. (f) The Depositor shall give written notice to the Trustee, the Underlying Certificate Seller and each Rating Agency of any proposed change of the location of the Distribution Account or the Securities Account prior to any change thereof. (g) If the Bank or the Securities Intermediary has or subsequently obtains by agreement, operation of law, or otherwise a security interest in the Distribution Account or the Securities Account, each of the Bank and the Securities Intermediary hereby agrees that the security interest shall be subordinate to the security interest of the Trustee for the benefit of the Certificateholders.

Distribution Account and Securities Account. (a) The Trustee, for the benefit of the Certificateholders, shall establish and maintain an account (the "“Distribution Account"”) at the Bank, which shall be an Eligible Account, entitled "CWMBS, Inc. Alternative Loan Trust Resecuritization 2003“CWALT 2008-23T2R." 2R Distribution Account.” The Distribution Account shall be maintained as a "“deposit account" ” (as defined in Section 9-102(a)(29) of the UCC), bearing a designation clearly indicating that the account and all funds deposited in it are held for the exclusive benefit of the Certificateholders. All amounts on deposit in the Distribution Account shall remain uninvested. The Bank of New York ("“BNY"”) hereby confirms the following with respect to the Distribution Account: (A) the Distribution Account shall be established and maintained as a "“deposit account" ” (as defined in Section 9-102(a)(29) of the UCC), (B) BNY is an organization engaged in the business of banking and is acting in such capacity (in such capacity, the "“Bank"”) in maintaining the Distribution Account and (C) the Trustee is the Bank's ’s sole "“customer" ” (within the meaning of Section 9-104 of the UCC) with respect to the Distribution Account (other than the Securities Account). Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Bank shall receive any instructions originated by the Trustee directing the disposition of funds in the Distribution Account, the Bank shall comply with such instructions without further consent by the Depositor, the Underlying Certificate Seller or any other Person. Notwithstanding anything to the contrary, the Bank's "’s “jurisdiction" ” (within the meaning of Section 9-304 of the UCC) is the State of New York. The Distribution Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "“Delivery." (a) [Reserved].” (b) By the date of this IndentureAgreement, (A) the Indenture Trustee shall establish an account (the "“Securities Account"”) which shall be established and maintained as a "“securities account" ” as defined in Section 8-501 of the UCC to which financial assets are or may be credited, (B) entitled “CWALT 2008-2R Securities Account” and BNY shall act in the capacity of a "Securities Intermediary" “securities intermediary” as defined in of Section 8-102(a)(14) of the UCC (in such capacity, the "“Securities Intermediary"”) with respect to the Securities Account, and (CB) the Securities Intermediary shall treat the Trustee as the sole "“entitlement holder" ” (within the meaning of Section 8-102(a)(7) of the UCC) of the Securities Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Securities Account. The Securities Account Property Property, including the Deposited Underlying Certificates, shall be Delivered to the Securities Intermediary in accordance with the definition of "“Delivery."” (c) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notifications or entitlement orders from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Securities Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. Notwithstanding anything to the contrary, the Securities Intermediary's ’s jurisdiction (as defined in Section 8-110 110(e) of the UCC) shall be the State of New York. (d) The Trustee shall upon receipt deposit in the Distribution Account the following payments and collections in respect of the Deposited Underlying Certificates: (i) the aggregate Initial Deposit; (ii) all distributions due and received on the Deposited Underlying Certificates after December 26March 25, 20032008; and (iiiii) any amount required to be deposited in the Distribution Account pursuant to Section 2.03(a) hereof in connection with the repurchase of a Deposited Underlying Certificate by the Underlying Certificate Seller. (e) Upon a determination by the Trustee that the final distribution shall be made in respect of a Deposited Underlying Certificate, the Trustee shall take such steps as may be necessary in connection with the final payment thereon in accordance with the terms and conditions of the applicable Underlying Agreement. The Trustee shall promptly deposit in the Distribution Account the final distribution received upon presentment and surrender of the affected Deposited Underlying Certificate. (f) The Depositor shall give notice to the Trustee, the Underlying Certificate Seller and each Rating Agency of any proposed change of the location of the Distribution Account or the Securities Account prior to any change thereof. (g) If the Bank or the Securities Intermediary has or subsequently obtains by agreement, operation of law, or otherwise a security interest in the Distribution Account or the Securities Account, each of the Bank and the Securities Intermediary hereby agrees that the security interest shall be subordinate to the security interest of the Trustee for the benefit of the Certificateholders.

Distribution Account and Securities Account. (a) The Trustee, for the benefit of the Certificateholders, shall establish and maintain an account (the "Distribution Account") at the Bank, which shall be an Eligible Account, entitled "CWMBSIndy Mac MBS, Inc. Alternative Loan Residential Asset Securitization Trust Resecuritization 20032004-23T2R.R2." The Distribution Account shall be maintained as a "deposit account" (as defined in Section 9-102(a)(29), bearing a designation clearly indicating that the account and all funds deposited in it are held for the exclusive benefit of the Certificateholders. All amounts on deposit in the Distribution Account shall remain uninvested. The Deutsche Bank of New York ("BNY") hereby confirms the following with respect to the Distribution Account: (A) the Distribution Account shall be established and maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), (B) BNY Deutsche Bank is an organization engaged in the business of banking and is acting in such capacity (in such capacity, the "Bank") in maintaining the Distribution Account and (C) the Trustee is the Bank's sole "customer" (within the meaning of Section 9-104 of the UCC) with respect to the Distribution Account (other than the Securities Account). Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Bank shall receive any instructions originated by the Trustee directing the disposition of funds in the Distribution Account, the Bank shall comply with such instructions without further consent by the Depositor, the Underlying Certificate Seller or any other Person. Notwithstanding anything to the contrary, the Bank's "jurisdiction" (within the meaning of Section 9-304 of the UCC) is the State of New York. The Distribution Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (a) [Reserved]. (b) By the date of this Indenture, the Indenture Trustee shall establish an account (the "Securities Account") which shall be established and maintained as a "securities account" as defined in Section 8-501 of the UCC to which financial assets are or may be credited, (B) BNY shall act in the capacity of a "Securities Intermediary" as defined in of Section 8-102(a)(14) of the UCC (in such capacity, the "Securities Intermediary") with respect to the Securities Account, and (C) the Securities Intermediary shall treat the Trustee as the sole "entitlement holder" within the meaning of Section 8-102(a)(7) of the Securities Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Securities Account. The Securities Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (c) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notifications or entitlement orders from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Securities Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. Notwithstanding anything to the contrary, the Securities Intermediary's jurisdiction (as defined in Section 8-110 of the UCC) shall be the State of New York. (d) The Trustee shall upon receipt deposit in the Distribution Account the following payments and collections in respect of the Deposited Underlying Certificates: (i) all distributions due and received on the Deposited Underlying Certificates after December 26, 2003; and (ii) any amount required to be deposited in the Distribution Account pursuant to Section 2.03(a) hereof in connection with the repurchase of a Deposited Underlying Certificate by the Underlying Certificate Seller. (e) Upon a determination by the Trustee that the final distribution shall be made in respect of a Deposited Underlying Certificate, the Trustee shall take such steps as may be necessary in connection with the final payment thereon in accordance with the terms and conditions of the Underlying Agreement. The Trustee shall promptly deposit in the Distribution Account the final distribution received upon presentment and surrender of the affected Deposited Underlying Certificate. (f) The Depositor shall give notice to the Trustee, the Underlying Certificate Seller and each Rating Agency of any proposed change of the location of the Distribution Account or the Securities Account prior to any change thereof. (g) If the Bank or the Securities Intermediary has or subsequently obtains by agreement, operation of law, or otherwise a security interest in the Distribution Account or the Securities Account, each of the Bank and the Securities Intermediary hereby agrees that the security interest shall be subordinate to the security interest of the Trustee for the benefit of the Certificateholders.

Distribution Account and Securities Account. (a) The Trustee, for the benefit of the Certificateholders, shall establish and maintain an account (the "Distribution Account") at the Bank, which shall be an Eligible Account, entitled "CWMBS, Inc. Alternative Loan Resecuritization Pass-Through Trust Resecuritization 20032004-23T2R.28R." The Distribution Account shall be maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), bearing a designation clearly indicating that the account and all funds deposited in it are held for the exclusive benefit of the Certificateholders. All amounts on deposit in the Distribution Account shall remain uninvested. The Bank of New York ("BNY") hereby confirms the following with respect to the Distribution Account: (A) the Distribution Account shall be established and maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), (B) BNY is an organization engaged in the business of banking and is acting in such capacity (in such capacity, the "Bank") in maintaining the Distribution Account and (C) the Trustee is the Bank's sole "customer" (within the meaning of Section 9-104 of the UCC) with respect to the Distribution Account (other than the Securities Account). Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Bank shall receive any instructions originated by the Trustee directing the disposition of funds in the Distribution Account, the Bank shall comply with such instructions without further consent by the Depositor, the Underlying Certificate Seller or any other Person. Notwithstanding anything to the contrary, the Bank's "jurisdiction" (within the meaning of Section 9-304 of the UCC) is the State of New York. The Distribution Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (a) [Reserved]. (b) By the date of this Indenture, the Indenture Trustee shall establish an account (the "Securities Account") which shall be established and maintained as a "securities account" as defined in Section 8-501 of the UCC to which financial assets are or may be credited, (B) BNY shall act in the capacity of a "Securities Intermediarysecurities intermediary" as defined in of Section 8-102(a)(14) of the UCC (in such capacity, the "Securities Intermediary") with respect to the Securities Account, and (C) the Securities Intermediary shall treat the Trustee as the sole "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) of the Securities Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Securities Account. The Securities Account Property Property, including the Deposited Underlying Certificates, shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (c) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notifications or entitlement orders from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Securities Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. Notwithstanding anything to the contrary, the Securities Intermediary's jurisdiction (as defined in Section 8-110 110(e) of the UCC) shall be the State of New York. (d) The Trustee shall upon receipt deposit in the Distribution Account the following payments and collections in respect of the Deposited Underlying Certificates: (i) all distributions due and received on the Deposited Underlying Certificates after December November 26, 20032004; and (ii) any amount required to be deposited in the Distribution Account pursuant to Section 2.03(a) hereof in connection with the repurchase of a Deposited Underlying Certificate by the Underlying Certificate Seller. (e) Upon a determination by the Trustee that the final distribution shall be made in respect of a Deposited Underlying Certificate, the Trustee shall take such steps as may be necessary in connection with the final payment thereon in accordance with the terms and conditions of the Underlying Agreement. The Trustee shall promptly deposit in the Distribution Account the final distribution received upon presentment and surrender of the affected Deposited Underlying Certificate. (f) The Depositor shall give notice to the Trustee, the Underlying Certificate Seller and each Rating Agency of any proposed change of the location of the Distribution Account or the Securities Account prior to any change thereof. (g) If the Bank or the Securities Intermediary has or subsequently obtains by agreement, operation of law, or otherwise a security interest in the Distribution Account or the Securities Account, each of the Bank and the Securities Intermediary hereby agrees that the security interest shall be subordinate to the security interest of the Trustee for the benefit of the Certificateholders.

Distribution Account and Securities Account. (a) The Trustee, for the benefit of the Certificateholders, shall establish and maintain an account (the "“Distribution Account"”) at the Bank, which shall be an Eligible Account, entitled "CWMBS, Inc. Alternative Loan Trust Resecuritization 2003“CWALT 2007-23T2R." 26R Distribution Account.” The Distribution Account shall be maintained as a "“deposit account" ” (as defined in Section 9-102(a)(29) of the UCC), bearing a designation clearly indicating that the account and all funds deposited in it are held for the exclusive benefit of the Certificateholders. All amounts on deposit in the Distribution Account shall remain uninvested. The Bank of New York ("“BNY"”) hereby confirms the following with respect to the Distribution Account: (A) the Distribution Account shall be established and maintained as a "“deposit account" ” (as defined in Section 9-102(a)(29) of the UCC), (B) BNY is an organization engaged in the business of banking and is acting in such capacity (in such capacity, the "“Bank"”) in maintaining the Distribution Account and (C) the Trustee is the Bank's ’s sole "“customer" ” (within the meaning of Section 9-104 of the UCC) with respect to the Distribution Account (other than the Securities Account). Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Bank shall receive any instructions originated by the Trustee directing the disposition of funds in the Distribution Account, the Bank shall comply with such instructions without further consent by the Depositor, the Underlying Certificate Seller or any other Person. Notwithstanding anything to the contrary, the Bank's "’s “jurisdiction" ” (within the meaning of Section 9-304 of the UCC) is the State of New York. The Distribution Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "“Delivery." (a) [Reserved].” (b) By the date of this IndentureAgreement, the Indenture Trustee shall establish an account (the "“Securities Account"”) which shall be established and maintained as a "“securities account" ” as defined in Section 8-501 of the UCC to which financial assets are or may be credited, (BA) entitled “CWALT 2007-26R Securities Account” BNY shall act in the capacity of a "Securities Intermediary" “securities intermediary” as defined in of Section 8-102(a)(14) of the UCC (in such capacity, the "“Securities Intermediary"”) with respect to the Securities Account, and (CB) the Securities Intermediary shall treat the Trustee as the sole "“entitlement holder" ” (within the meaning of Section 8-102(a)(7) of the UCC) of the Securities Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Securities Account. The Securities Account Property Property, including the Deposited Underlying Certificates, shall be Delivered to the Securities Intermediary in accordance with the definition of "“Delivery."” (c) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notifications or entitlement orders from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Securities Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. Notwithstanding anything to the contrary, the Securities Intermediary's ’s jurisdiction (as defined in Section 8-110 110(e) of the UCC) shall be the State of New York. (d) The Trustee shall upon receipt deposit in the Distribution Account the following payments and collections in respect of the Deposited Underlying Certificates: (i) all distributions due and received on the Deposited Underlying Certificates after December November 26, 20032007; and (ii) any amount required to be deposited in the Distribution Account pursuant to Section 2.03(a) hereof in connection with the repurchase of a Deposited Underlying Certificate by the Underlying Certificate Seller. (e) Upon a determination by the Trustee that the final distribution shall be made in respect of a Deposited Underlying Certificate, the Trustee shall take such steps as may be necessary in connection with the final payment thereon in accordance with the terms and conditions of the Underlying Agreement. The Trustee shall promptly deposit in the Distribution Account the final distribution received upon presentment and surrender of the affected Deposited Underlying Certificate. (f) The Depositor shall give notice to the Trustee, the Underlying Certificate Seller and each Rating Agency of any proposed change of the location of the Distribution Account or the Securities Account prior to any change thereof. (g) If the Bank or the Securities Intermediary has or subsequently obtains by agreement, operation of law, or otherwise a security interest in the Distribution Account or the Securities Account, each of the Bank and the Securities Intermediary hereby agrees that the security interest shall be subordinate to the security interest of the Trustee for the benefit of the Certificateholders.

Distribution Account and Securities Account. (a) The Trustee, for the benefit of the Certificateholders, shall establish and maintain an account (the "Distribution Account") at the Bank, which shall be an Eligible Account, entitled "CWMBSIndy Mac MBS, Inc. Alternative Loan Residential Asset Securitization Trust Resecuritization 20032006-23T2R.R1." The Distribution Account shall be maintained as a "deposit account" (as defined in Section 9-102(a)(29), bearing a designation clearly indicating that the account and all funds deposited in it are held for the exclusive benefit of the Certificateholders. All amounts on deposit in the Distribution Account shall remain uninvested. The Deutsche Bank of New York ("BNY") hereby confirms the following with respect to the Distribution Account: (A) the Distribution Account shall be established and maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), (B) BNY Deutsche Bank is an organization engaged in the business of banking and is acting in such capacity (in such capacity, the "Bank") in maintaining the Distribution Account and (C) the Trustee is the Bank's sole "customer" (within the meaning of Section 9-104 of the UCC) with respect to the Distribution Account (other than the Securities Account). Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Bank shall receive any instructions originated by the Trustee directing the disposition of funds in the Distribution Account, the Bank shall comply with such instructions without further consent by the Depositor, the Underlying Certificate Seller or any other Person. Notwithstanding anything to the contrary, the Bank's "jurisdiction" (within the meaning of Section 9-304 of the UCC) is the State of New York. The Distribution Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (a) [Reserved]. (b) By the date of this Indenture, the Indenture Trustee shall establish an account (the "Securities Account") which shall be established and maintained as a "securities account" as defined in Section 8-501 of the UCC to which financial assets are or may be credited, (B) BNY shall act in the capacity of a "Securities Intermediary" as defined in of Section 8-102(a)(14) of the UCC (in such capacity, the "Securities Intermediary") with respect to the Securities Account, and (C) the Securities Intermediary shall treat the Trustee as the sole "entitlement holder" within the meaning of Section 8-102(a)(7) of the Securities Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Securities Account. The Securities Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (c) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notifications or entitlement orders from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Securities Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. Notwithstanding anything to the contrary, the Securities Intermediary's jurisdiction (as defined in Section 8-110 of the UCC) shall be the State of New York. (d) The Trustee shall upon receipt deposit in the Distribution Account the following payments and collections in respect of the Deposited Underlying Certificates: (i) all distributions due and received on the Deposited Underlying Certificates after December 26, 2003; and (ii) any amount required to be deposited in the Distribution Account pursuant to Section 2.03(a) hereof in connection with the repurchase of a Deposited Underlying Certificate by the Underlying Certificate Seller. (e) Upon a determination by the Trustee that the final distribution shall be made in respect of a Deposited Underlying Certificate, the Trustee shall take such steps as may be necessary in connection with the final payment thereon in accordance with the terms and conditions of the Underlying Agreement. The Trustee shall promptly deposit in the Distribution Account the final distribution received upon presentment and surrender of the affected Deposited Underlying Certificate. (f) The Depositor shall give notice to the Trustee, the Underlying Certificate Seller and each Rating Agency of any proposed change of the location of the Distribution Account or the Securities Account prior to any change thereof. (g) If the Bank or the Securities Intermediary has or subsequently obtains by agreement, operation of law, or otherwise a security interest in the Distribution Account or the Securities Account, each of the Bank and the Securities Intermediary hereby agrees that the security interest shall be subordinate to the security interest of the Trustee for the benefit of the Certificateholders.

Distribution Account and Securities Account. (a) The Trustee, for the benefit of the Certificateholders, shall establish and maintain an account (the "Distribution Account") at the Bank, which shall be an Eligible Account, entitled "CWMBS, Inc. Alternative Loan Trust Resecuritization 2003CWALT 2005-23T2R.12R Distribution Account." The Distribution Account shall be maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), bearing a designation clearly indicating that the account and all funds deposited in it are held for the exclusive benefit of the Certificateholders. All amounts on deposit in the Distribution Account shall remain uninvested. The Bank of New York ("BNY") hereby confirms the following with respect to the Distribution Account: (A) the Distribution Account shall be established and maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), (B) BNY is an organization engaged in the business of banking and is acting in such capacity (in such capacity, the "Bank") in maintaining the Distribution Account and (C) the Trustee is the Bank's sole "customer" (within the meaning of Section 9-104 of the UCC) with respect to the Distribution Account (other than the Securities Account). Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Bank shall receive any instructions originated by the Trustee directing the disposition of funds in the Distribution Account, the Bank shall comply with such instructions without further consent by the Depositor, the Underlying Certificate Seller or any other Person. Notwithstanding anything to the contrary, the Bank's "jurisdiction" (within the meaning of Section 9-304 of the UCC) is the State of New York. The Distribution Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (a) [Reserved]. (b) By the date of this Indenture, the Indenture Trustee shall establish an account (the "Securities Account") which shall be established and maintained as a "securities account" as defined in Section 8-501 of the UCC to which financial assets are or may be credited, (BA) entitled "CWALT 2005-12R Securities Account" BNY shall act in the capacity of a "Securities Intermediarysecurities intermediary" as defined in of Section 8-102(a)(14) of the UCC (in such capacity, the "Securities Intermediary") with respect to the Securities Account, and (CB) the Securities Intermediary shall treat the Trustee as the sole "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) of the Securities Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Securities Account. The Securities Account Property Property, including the Deposited Underlying Certificates, shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (c) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notifications or entitlement orders from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Securities Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. Notwithstanding anything to the contrary, the Securities Intermediary's jurisdiction (as defined in Section 8-110 110(e) of the UCC) shall be the State of New York. (d) The Trustee shall upon receipt deposit in the Distribution Account the following payments and collections in respect of the Deposited Underlying Certificates: (i) all distributions due and received on the Deposited Underlying Certificates after December 26March 25, 20032005; and (ii) any amount required to be deposited in the Distribution Account pursuant to Section 2.03(a) hereof in connection with the repurchase of a Deposited Underlying Certificate by the Underlying Certificate Seller. (e) Upon a determination by the Trustee that the final distribution shall be made in respect of a Deposited Underlying Certificate, the Trustee shall take such steps as may be necessary in connection with the final payment thereon in accordance with the terms and conditions of the Underlying Agreement. The Trustee shall promptly deposit in the Distribution Account the final distribution received upon presentment and surrender of the affected Deposited Underlying Certificate. (f) The Depositor shall give notice to the Trustee, the Underlying Certificate Seller and each Rating Agency of any proposed change of the location of the Distribution Account or the Securities Account prior to any change thereof. (g) If the Bank or the Securities Intermediary has or subsequently obtains by agreement, operation of law, or otherwise a security interest in the Distribution Account or the Securities Account, each of the Bank and the Securities Intermediary hereby agrees that the security interest shall be subordinate to the security interest of the Trustee for the benefit of the Certificateholders.

Distribution Account and Securities Account. (a) The Trustee, for the benefit of the Certificateholders, shall establish and maintain an account (the "Distribution Account") at the Bank, which shall be an Eligible Account, entitled "CWMBSCWALT, Inc. Alternative Loan Trust Resecuritization 20032005-23T2R.5R." The Distribution Account shall be maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), bearing a designation clearly indicating that the account and all funds deposited in it are held for the exclusive benefit of the Certificateholders. All amounts on deposit in the Distribution Account shall remain uninvested. The Bank of New York ("BNY") hereby confirms the following with respect to the Distribution Account: (A) the Distribution Account shall be established and maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), (B) BNY is an organization engaged in the business of banking and is acting in such capacity (in such capacity, the "Bank") in maintaining the Distribution Account and (C) the Trustee is the Bank's sole "customer" (within the meaning of Section 9-104 of the UCC) with respect to the Distribution Account (other than the Securities Account). Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Bank shall receive any instructions originated by the Trustee directing the disposition of funds in the Distribution Account, the Bank shall comply with such instructions without further consent by the Depositor, the Underlying Certificate Seller or any other Person. Notwithstanding anything to the contrary, the Bank's "jurisdiction" (within the meaning of Section 9-304 of the UCC) is the State of New York. The Distribution Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (a) [Reserved]. (b) By the date of this Indenture, the Indenture Trustee shall establish an account (the "Securities Account") which shall be established and maintained as a "securities account" as defined in Section 8-501 of the UCC to which financial assets are or may be credited, (B) BNY shall act in the capacity of a "Securities Intermediarysecurities intermediary" as defined in of Section 8-102(a)(14) of the UCC (in such capacity, the "Securities Intermediary") with respect to the Securities Account, and (C) the Securities Intermediary shall treat the Trustee as the sole "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) of the Securities Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Securities Account. The Securities Account Property Property, including the Deposited Underlying Certificates, shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (c) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notifications or entitlement orders from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Securities Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. Notwithstanding anything to the contrary, the Securities Intermediary's jurisdiction (as defined in Section 8-110 110(e) of the UCC) shall be the State of New York. (d) The Trustee shall upon receipt deposit in the Distribution Account the following payments and collections in respect of the Deposited Underlying Certificates: (i) all distributions due and received on the Deposited Underlying Certificates after December 26January 25, 20032005; and (ii) any amount required to be deposited in the Distribution Account pursuant to Section 2.03(a) hereof in connection with the repurchase of a Deposited Underlying Certificate by the Underlying Certificate Seller. (e) Upon a determination by the Trustee that the final distribution shall be made in respect of a Deposited Underlying Certificate, the Trustee shall take such steps as may be necessary in connection with the final payment thereon in accordance with the terms and conditions of the Underlying Agreement. The Trustee shall promptly deposit in the Distribution Account the final distribution received upon presentment and surrender of the affected Deposited Underlying Certificate. (f) The Depositor shall give notice to the Trustee, the Underlying Certificate Seller and each Rating Agency of any proposed change of the location of the Distribution Account or the Securities Account prior to any change thereof. (g) If the Bank or the Securities Intermediary has or subsequently obtains by agreement, operation of law, or otherwise a security interest in the Distribution Account or the Securities Account, each of the Bank and the Securities Intermediary hereby agrees that the security interest shall be subordinate to the security interest of the Trustee for the benefit of the Certificateholders.

Distribution Account and Securities Account. (a) The Trustee, for the benefit of the Certificateholders, shall establish and maintain an account (the "“Distribution Account"”) at the Bank, which shall be an Eligible Account, entitled "CWMBS, Inc. Alternative Loan Trust Resecuritization 2003“CWALT 2008-23T2R." 1R Distribution Account.” The Distribution Account shall be maintained as a "“deposit account" ” (as defined in Section 9-102(a)(29) of the UCC), bearing a designation clearly indicating that the account and all funds deposited in it are held for the exclusive benefit of the Certificateholders. All amounts on deposit in the Distribution Account shall remain uninvested. The Bank of New York ("“BNY"”) hereby confirms the following with respect to the Distribution Account: (A) the Distribution Account shall be established and maintained as a "“deposit account" ” (as defined in Section 9-102(a)(29) of the UCC), (B) BNY is an organization engaged in the business of banking and is acting in such capacity (in such capacity, the "“Bank"”) in maintaining the Distribution Account and (C) the Trustee is the Bank's ’s sole "“customer" ” (within the meaning of Section 9-104 of the UCC) with respect to the Distribution Account (other than the Securities Account). Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Bank shall receive any instructions originated by the Trustee directing the disposition of funds in the Distribution Account, the Bank shall comply with such instructions without further consent by the Depositor, the Underlying Certificate Seller or any other Person. Notwithstanding anything to the contrary, the Bank's "’s “jurisdiction" ” (within the meaning of Section 9-304 of the UCC) is the State of New York. The Distribution Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "“Delivery." (a) [Reserved].” (b) By the date of this IndentureAgreement, (A) the Indenture Trustee shall establish an account (the "“Securities Account"”) which shall be established and maintained as a "“securities account" ” as defined in Section 8-501 of the UCC to which financial assets are or may be credited, (B) entitled “CWALT 2008-1R Securities Account” and BNY shall act in the capacity of a "Securities Intermediary" “securities intermediary” as defined in of Section 8-102(a)(14) of the UCC (in such capacity, the "“Securities Intermediary"”) with respect to the Securities Account, and (CB) the Securities Intermediary shall treat the Trustee as the sole "“entitlement holder" ” (within the meaning of Section 8-102(a)(7) of the UCC) of the Securities Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Securities Account. The Securities Account Property Property, including the Deposited Underlying Certificates, shall be Delivered to the Securities Intermediary in accordance with the definition of "“Delivery."” (c) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notifications or entitlement orders from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Securities Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. Notwithstanding anything to the contrary, the Securities Intermediary's ’s jurisdiction (as defined in Section 8-110 110(e) of the UCC) shall be the State of New York. (d) The Trustee shall upon receipt deposit in the Distribution Account the following payments and collections in respect of the Deposited Underlying Certificates: (i) all distributions due and received on the Deposited Underlying Certificates after December 26, 20032007; and (ii) any amount required to be deposited in the Distribution Account pursuant to Section 2.03(a) hereof in connection with the repurchase of a Deposited Underlying Certificate by the Underlying Certificate Seller. (e) Upon a determination by the Trustee that the final distribution shall be made in respect of a Deposited Underlying Certificate, the Trustee shall take such steps as may be necessary in connection with the final payment thereon in accordance with the terms and conditions of the applicable Underlying Agreement. The Trustee shall promptly deposit in the Distribution Account the final distribution received upon presentment and surrender of the affected Deposited Underlying Certificate. (f) The Depositor shall give notice to the Trustee, the Underlying Certificate Seller and each Rating Agency of any proposed change of the location of the Distribution Account or the Securities Account prior to any change thereof. (g) If the Bank or the Securities Intermediary has or subsequently obtains by agreement, operation of law, or otherwise a security interest in the Distribution Account or the Securities Account, each of the Bank and the Securities Intermediary hereby agrees that the security interest shall be subordinate to the security interest of the Trustee for the benefit of the Certificateholders.

Distribution Account and Securities Account. (a) The Trustee, for the benefit of the Certificateholders, shall establish and maintain an account (the "Distribution Account") at the Bank, which shall be an Eligible Account, entitled "CWMBSIndy Mac MBS, Inc. Alternative Loan Residential Asset Securitization Trust Resecuritization 20032006-23T2R.R2." The Distribution Account shall be maintained as a "deposit account" (as defined in Section 9-102(a)(29), bearing a designation clearly indicating that the account and all funds deposited in it are held for the exclusive benefit of the Certificateholders. All amounts on deposit in the Distribution Account shall remain uninvested. The Deutsche Bank of New York ("BNY") hereby confirms the following with respect to the Distribution Account: (A) the Distribution Account shall be established and maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), (B) BNY Deutsche Bank is an organization engaged in the business of banking and is acting in such capacity (in such capacity, the "Bank") in maintaining the Distribution Account and (C) the Trustee is the Bank's sole "customer" (within the meaning of Section 9-104 of the UCC) with respect to the Distribution Account (other than the Securities Account). Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Bank shall receive any instructions originated by the Trustee directing the disposition of funds in the Distribution Account, the Bank shall comply with such instructions without further consent by the Depositor, the Underlying Certificate Seller or any other Person. Notwithstanding anything to the contrary, the Bank's "jurisdiction" (within the meaning of Section 9-304 of the UCC) is the State of New York. The Distribution Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (a) [Reserved]. (b) By the date of this IndentureTrust Agreement, the Indenture Trustee shall establish an account (the "Securities Account") which shall be established and maintained as a "securities account" as defined in Section 8-501 of the UCC to which financial assets are or may be credited, (B) BNY Deutsche Bank shall act in the capacity of a "Securities Intermediary" as defined in of Section 8-102(a)(14) of the UCC (in such capacity, the "Securities Intermediary") with respect to the Securities Account, and (C) the Securities Intermediary shall treat the Trustee as the sole "entitlement holder" within the meaning of Section 8-102(a)(7) of the Securities Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Securities Account. The Securities Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (c) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notifications or entitlement orders from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Securities Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. Notwithstanding anything to the contrary, the Securities Intermediary's jurisdiction (as defined in Section 8-110 of the UCC) shall be the State of New York. (d) The Trustee shall upon receipt deposit in into the Securities Account and then immediately transfer to the Distribution Account the following payments and collections in respect of the Deposited Underlying Certificates: (i) all distributions due and received on the Deposited Underlying Certificates after December 26October 25, 20032006; and (ii) any amount required to be deposited in the Distribution Account pursuant to Section 2.03(a) hereof in connection with the repurchase of a Deposited Underlying Certificate by the Underlying Certificate Seller. (e) Upon a determination by the Trustee that the final distribution shall be made in respect of a Deposited Underlying Certificate, the Trustee shall take such steps as may be necessary in connection with the final payment thereon in accordance with the terms and conditions of the Underlying Agreement. The Trustee shall promptly deposit in the Distribution Account the final distribution received upon presentment and surrender of the affected Deposited Underlying Certificate. (f) The Depositor shall give written notice to the Trustee, the Underlying Certificate Seller and each Rating Agency of any proposed change of the location of the Distribution Account or the Securities Account prior to any change thereof. (g) If the Bank or the Securities Intermediary has or subsequently obtains by agreement, operation of law, or otherwise a security interest in the Distribution Account or the Securities Account, each of the Bank and the Securities Intermediary hereby agrees that the security interest shall be subordinate to the security interest of the Trustee for the benefit of the Certificateholders.

Distribution Account and Securities Account. (a) The Trustee, for the benefit of the Certificateholders, shall establish and maintain an account (the "Distribution Account") at the Bank, which shall be an Eligible Account, entitled "CWMBS, Inc. Alternative Loan Resecuritization Pass-Through Trust Resecuritization 20032005-23T2R.8R." The Distribution Account shall be maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), bearing a designation clearly indicating that the account and all funds deposited in it are held for the exclusive benefit of the Certificateholders. All amounts on deposit in the Distribution Account shall remain uninvested. The Bank of New York ("BNY") hereby confirms the following with respect to the Distribution Account: (A) the Distribution Account shall be established and maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), (B) BNY is an organization engaged in the business of banking and is acting in such capacity (in such capacity, the "Bank") in maintaining the Distribution Account and (C) the Trustee is the Bank's sole "customer" (within the meaning of Section 9-104 of the UCC) with respect to the Distribution Account (other than the Securities Account). Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Bank shall receive any instructions originated by the Trustee directing the disposition of funds in the Distribution Account, the Bank shall comply with such instructions without further consent by the Depositor, the Underlying Certificate Seller or any other Person. Notwithstanding anything to the contrary, the Bank's "jurisdiction" (within the meaning of Section 9-304 of the UCC) is the State of New York. The Distribution Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (a) [Reserved]. (b) By the date of this Indenture, the Indenture Trustee shall establish an account (the "Securities Account") which shall be established and maintained as a "securities account" as defined in Section 8-501 of the UCC to which financial assets are or may be credited, (B) BNY shall act in the capacity of a "Securities Intermediarysecurities intermediary" as defined in of Section 8-102(a)(14) of the UCC (in such capacity, the "Securities Intermediary") with respect to the Securities Account, and (C) the Securities Intermediary shall treat the Trustee as the sole "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) of the Securities Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Securities Account. The Securities Account Property Property, including the Deposited Underlying Certificates, shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (c) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notifications or entitlement orders from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Securities Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. Notwithstanding anything to the contrary, the Securities Intermediary's jurisdiction (as defined in Section 8-110 110(e) of the UCC) shall be the State of New York. (d) The Trustee shall upon receipt deposit in the Distribution Account the following payments and collections in respect of the Deposited Underlying Certificates: (i) all distributions due and received on the Deposited Underlying Certificates after December 26January 25, 20032005; and (ii) any amount required to be deposited in the Distribution Account pursuant to Section 2.03(a) hereof in connection with the repurchase of a Deposited Underlying Certificate by the Underlying Certificate Seller. (e) Upon a determination by the Trustee that the final distribution shall be made in respect of a Deposited Underlying Certificate, the Trustee shall take such steps as may be necessary in connection with the final payment thereon in accordance with the terms and conditions of the Underlying Agreement. The Trustee shall promptly deposit in the Distribution Account the final distribution received upon presentment and surrender of the affected Deposited Underlying Certificate. (f) The Depositor shall give notice to the Trustee, the Underlying Certificate Seller and each Rating Agency of any proposed change of the location of the Distribution Account or the Securities Account prior to any change thereof. (g) If the Bank or the Securities Intermediary has or subsequently obtains by agreement, operation of law, or otherwise a security interest in the Distribution Account or the Securities Account, each of the Bank and the Securities Intermediary hereby agrees that the security interest shall be subordinate to the security interest of the Trustee for the benefit of the Certificateholders.

Distribution Account and Securities Account. (a) The Trustee, for the benefit of the Certificateholders, shall establish and maintain an account (the "Distribution Account") at the Bank, which shall be an Eligible Account, entitled "CWMBSCWALT, Inc. Alternative Loan Trust Resecuritization 20032004-23T2R.31T1R." The Distribution Account shall be maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), bearing a designation clearly indicating that the account and all funds deposited in it are held for the exclusive benefit of the Certificateholders. All amounts on deposit in the Distribution Account shall remain uninvested. The Bank of New York ("BNY") hereby confirms the following with respect to the Distribution Account: (A) the Distribution Account shall be established and maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), (B) BNY is an organization engaged in the business of banking and is acting in such capacity (in such capacity, the "Bank") in maintaining the Distribution Account and (C) the Trustee is the Bank's sole "customer" (within the meaning of Section 9-104 of the UCC) with respect to the Distribution Account (other than the Securities Account). Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Bank shall receive any instructions originated by the Trustee directing the disposition of funds in the Distribution Account, the Bank shall comply with such instructions without further consent by the Depositor, the Underlying Certificate Seller or any other Person. Notwithstanding anything to the contrary, the Bank's "jurisdiction" (within the meaning of Section 9-304 of the UCC) is the State of New York. The Distribution Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (a) [Reserved]. (b) By the date of this Indenture, the Indenture Trustee shall establish an account (the "Securities Account") which shall be established and maintained as a "securities account" as defined in Section 8-501 of the UCC to which financial assets are or may be credited, (B) BNY shall act in the capacity of a "Securities Intermediarysecurities intermediary" as defined in of Section 8-102(a)(14) of the UCC (in such capacity, the "Securities Intermediary") with respect to the Securities Account, and (C) the Securities Intermediary shall treat the Trustee as the sole "entitlement holder" (within the meaning of Section 8-102(a)(7) of the UCC) of the Securities Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Securities Account. The Securities Account Property Property, including the Deposited Underlying Certificates, shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (c) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notifications or entitlement orders from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Securities Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. Notwithstanding anything to the contrary, the Securities Intermediary's jurisdiction (as defined in Section 8-110 110(e) of the UCC) shall be the State of New York. (d) The Trustee shall upon receipt deposit in the Distribution Account the following payments and collections in respect of the Deposited Underlying Certificates: (i) all distributions due and received on the Deposited Underlying Certificates after December 26October 25, 20032004; and (ii) any amount required to be deposited in the Distribution Account pursuant to Section 2.03(a) hereof in connection with the repurchase of a Deposited Underlying Certificate by the Underlying Certificate Seller. (e) Upon a determination by the Trustee that the final distribution shall be made in respect of a Deposited Underlying Certificate, the Trustee shall take such steps as may be necessary in connection with the final payment thereon in accordance with the terms and conditions of the Underlying Agreement. The Trustee shall promptly deposit in the Distribution Account the final distribution received upon presentment and surrender of the affected Deposited Underlying Certificate. (f) The Depositor shall give notice to the Trustee, the Underlying Certificate Seller and each Rating Agency of any proposed change of the location of the Distribution Account or the Securities Account prior to any change thereof. (g) If the Bank or the Securities Intermediary has or subsequently obtains by agreement, operation of law, or otherwise a security interest in the Distribution Account or the Securities Account, each of the Bank and the Securities Intermediary hereby agrees that the security interest shall be subordinate to the security interest of the Trustee for the benefit of the Certificateholders.

Distribution Account and Securities Account. (a) The Trustee, for the benefit of the Certificateholders, shall establish and maintain an account (the "Distribution Account") at the Bank, which shall be an Eligible Account, entitled "CWMBS, Inc. Alternative Loan Trust Resecuritization 2003CWALT 2006-23T2R.22R Distribution Account." The Distribution Account shall be maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), bearing a designation clearly indicating that the account and all funds deposited in it are held for the exclusive benefit of the Certificateholders. All amounts on deposit in the Distribution Account shall remain uninvested. The Bank of New York ("BNY") hereby confirms the following with respect to the Distribution Account: (A) the Distribution Account shall be established and maintained as a "deposit account" (as defined in Section 9-102(a)(29) of the UCC), (B) BNY is an organization engaged in the business of banking and is acting in such capacity (in such capacity, the "Bank") in maintaining the Distribution Account and (C) the Trustee is the Bank's sole "customer" (within the meaning of Section 9-104 of the UCC) with respect to the Distribution Account (other than the Securities Account). Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Bank shall receive any instructions originated by the Trustee directing the disposition of funds in the Distribution Account, the Bank shall comply with such instructions without further consent by the Depositor, the Underlying Certificate Seller or any other Person. Notwithstanding anything to the contrary, the Bank's "jurisdiction" (within the meaning of Section 9-304 of the UCC) is the State of New York. The Distribution Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (a) [Reserved]. (b) By the date of this Indenture, the Indenture Trustee shall establish an account (the "Securities Account") which shall be established and maintained as a "securities account" as defined in Section 8-501 of the UCC to which financial assets are or may be credited, (B) BNY shall act in the capacity of a "Securities Intermediary" as defined in of Section 8-102(a)(14) of the UCC (in such capacity, the "Securities Intermediary") with respect to the Securities Account, and (C) the Securities Intermediary shall treat the Trustee as the sole "entitlement holder" within the meaning of Section 8-102(a)(7) of the Securities Account and the sole Person entitled to exercise the rights that comprise any financial asset credited to the Securities Account. The Securities Account Property shall be Delivered to the Securities Intermediary in accordance with the definition of "Delivery." (c) Notwithstanding anything to the contrary and for the avoidance of doubt, if at any time the Securities Intermediary shall receive any notifications or entitlement orders from the Trustee directing it to transfer or redeem any financial asset or other property relating to the Securities Account, the Securities Intermediary shall comply with such notification or other entitlement order without further consent by the Depositor or any other Person. Notwithstanding anything to the contrary, the Securities Intermediary's jurisdiction (as defined in Section 8-110 of the UCC) shall be the State of New York. (d) The Trustee shall upon receipt deposit in the Distribution Account the following payments and collections in respect of the Deposited Underlying Certificates: (i) all distributions due and received on the Deposited Underlying Certificates after December 26, 2003; and (ii) any amount required to be deposited in the Distribution Account pursuant to Section 2.03(a) hereof in connection with the repurchase of a Deposited Underlying Certificate by the Underlying Certificate Seller. (e) Upon a determination by the Trustee that the final distribution shall be made in respect of a Deposited Underlying Certificate, the Trustee shall take such steps as may be necessary in connection with the final payment thereon in accordance with the terms and conditions of the Underlying Agreement. The Trustee shall promptly deposit in the Distribution Account the final distribution received upon presentment and surrender of the affected Deposited Underlying Certificate. (f) The Depositor shall give notice to the Trustee, the Underlying Certificate Seller and each Rating Agency of any proposed change of the location of the Distribution Account or the Securities Account prior to any change thereof. (g) If the Bank or the Securities Intermediary has or subsequently obtains by agreement, operation of law, or otherwise a security interest in the Distribution Account or the Securities Account, each of the Bank and the Securities Intermediary hereby agrees that the security interest shall be subordinate to the security interest of the Trustee for the benefit of the Certificateholders.