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<br />RECORD AND RETURN TO;
<br />INDYMAC BANK FSB,
<br />V)OO BEATRICE DRIVE
<br />KALAMAZOO Ml 49009
<br />ATTENTION: REO DEPARTMENT
<br />
<br />200611385
<br />
<br />POWER OF ATTORNEY
<br />
<br />KNOW ALL MEN BY THESE PRESENTS The Bank of New York, a banking corporation organized and existing
<br />under the laws of the State of New York and having an oftke for the conduct of business at 101 Barclay Street, New
<br />York, New York 10286, solely in its capacity as Trustee (in such capacity the "Trustee") under various Pooling and
<br />Servicing Agreements entered into from time to time among CWMBS, Inc. (CWMBS"), as Depositor, IndyMac, Inc.
<br />(formerly known as Countrywide Mortgage Conduit, Inc. and Independent National Mortgage Corporation)
<br />("lndyMac") as seller and master Servicer (the "Seller and Master Servicer"), and the Trustee (each a "Pooling
<br />Agreement"), pursuant to which CWMBS, Inc. Mortgage Pass-Through Certificates are issued, and not in its
<br />individual corporate capacity, hereby constitutes and appoints IndyMac, a corporation organized and existing under
<br />the laws of the State of Delaware and having an ofIice for the conduct of business at 155 North Lake Avenue,
<br />Pasadena, California 91101, in its capacity as Master Servicer, as its true and lawful attorney-in-fact, in its name,
<br />place and stead for its use and benefit, in accordance with the terms of the related Pooling Agreement, to execute and
<br />acknowledge in writing or by facsimile stamp any and all instruments of satisfaction or cancellation, or of partial or
<br />full release or discharge and all other comparable instruments, including, without limitation, settlement agreements,
<br />with respect to the Mortgage Loans, and with respect to the Mortgaged Properties held for the benefit of the
<br />Certificateholders, to execute and acknowledge in writing or by facsimile stamp any and all documents which are
<br />customarily or reasonably necessary and appropriate to effectuate foreclosure, and legal action brought to obtain
<br />judgment against the Mortgagor or the Mortgage Note or the Mortgage, to obtain a deficiency judgment or other
<br />conversion of the ownership of the Mortgaged Property securing any Mortgage Loan, to defend any legal action
<br />brought in connection therewith, to execute and acknowledge in writing or by facsimile stamp any and all
<br />instruments related to the marketing, conveying and transferring any REO Property, to execute and acknowledge in
<br />writing or by facsimile stamp all documents which are customarily or reasonably necessary and appropriate
<br />(including Uniform Commercial Code termination statements) for the release or assignment (whether by Mortgage
<br />Extension and Consolidation Agreement or other form of Assignment) of a mortgage, deed of trust or deed to secure
<br />debt or other similar security instrument (including co-op mortgages) upon payment and discharge of all sums
<br />secured thereby, and which relate to the Mortgage Loans owned by the undersigned, as Trustee, serviced by
<br />IndyMac pursuant to the related Pooling Agreement, whether the undersigned is named therein as mortgagee or
<br />beneficiary or has become mortgagee or beneficiary by virtue of assignment of the mortgage, deed of trust or deed to
<br />secure debt or other similar security instrument (including co-op mortgages).
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<br />The undersigned gives to said attorney-in-fact full power and authority to execute such instruments as if the
<br />undersigned were personally present, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do
<br />or cause to be done by authority hereof. Third parties without actual notice may rely upon the power granted to said
<br />attorney-in-fact under the Power of Attorney and may assume that, upon the exercise of such power, all conditions
<br />precedent to such exercise of power have been satisfied and this Power of Attorney has not been revoked unless an
<br />Instrument of Revocation has been recorded.
<br />
<br />This Power of Attorney has been executed and is effective as of this 6th day of March, 2006 and the same shall
<br />continue in full force and effect until the occurrencc of any of the following events or until revoked in writing by the
<br />undersigned:
<br />
<br />1. the suspension or termination of IndyMac as Master Servicer with respect to the Mortgage Loans serviced under
<br />all of the Pooling Agreements.
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<br />ii. the transfer of servicing to another Master Servicer from IndyMac with respect to the Mortgage Loans serviced
<br />under all of the Pooling Agreements.
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