ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT



     This Assignment, Assumption and Recognition Agreement (this "AAR

Agreement") is made and entered into as of August 15, 2006 (the "Closing Date"),

among Citigroup Global Markets Realty Corp., (the "Assignor"), Maia Mortgage

Finance Statutory Trust (the "Assignee") and Countrywide Home Loans, Inc. (the

"Company").



          For and in consideration of the sum of good and valuable consideration

the receipt and sufficiency of which is hereby acknowledged, and of the mutual

covenants herein contained, the parties hereto hereby agree as follows:



Assignment and Conveyance



          1. The Assignor hereby conveys, sells, grants, transfers and assigns

to the Assignee all of the right, title, interest and obligation of the

Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans set

forth on the schedule (the "Mortgage Loan Schedule") attached hereto as

Attachment 1 (the "Mortgage Loans") and (b) except as described below, that

certain Amended and Restated Master Mortgage Loan Purchase and Servicing

Agreement dated as of December 15, 2003, between the Assignor, as purchaser and

the Company, as seller, as amended by Amendment Reg AB, dated as of February 28,

2006 between the Assignor and the Company (the "Agreement"), solely insofar as

the Agreement relates to the Mortgage Loans.



          The Assignor specifically reserves and does not assign to the Assignee

hereunder any right, title and interest in, to and under and any mortgage loans

subject to the Agreement which are not the Mortgage Loans set forth on

Attachment 1 and are not the subject of this AAR Agreement. In addition, the

Assignor specifically reserves and does not assign, the right to enforce the

representations and warranties set forth in Section 3.02 of the Agreement, and

the corresponding remedies set forth in Section 3.03 of the Agreement.



Representations and Warranties



          2. Assignor warrants and represents to Assignee and Company as of the

Closing Date:



          (a) Attached hereto as Attachment 2 is a true and accurate copy of the

     Agreement, which Agreement is in full force and effect as of the Closing

     Date and the provisions of which have not been waived, amended or modified

     in any respect, except as contemplated herein, nor has any notice of

     termination been given thereunder;



          (b) Assignor is the lawful owner of the Mortgage Loans with full right

     to transfer the Mortgage Loans and any and all of its interests, rights and

     obligations under the Agreement free and clear of any and all claims and

     encumbrances; and upon the transfer of the Mortgage Loans to Assignee,

     Assignee shall have good title to the Mortgage Loans free and clear of any

     and all liens, claims and encumbrances;



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          (c) Assignor is duly organized, validly existing and in good standing

     under the laws of the jurisdiction of its incorporation, and has all

     requisite power and authority to sell, transfer and assign the Mortgage

     Loans;



          (d) Assignor has full corporate power and authority to execute,

     deliver and perform its obligations under this AAR Agreement, and to

     consummate the transactions set forth herein. The consummation of the

     transactions contemplated by this AAR Agreement is in the ordinary course

     of Assignor's business and will not conflict with, or result in a breach

     of, any of the terms, conditions or provisions of Assignor's certificate of

     incorporation or by-laws or any legal restriction, or any material

     agreement or instrument to which Assignor is now a party or by which it is

     bound, or result in the violation of any law, rule, regulation, order,

     judgment or decree to which Assignor or its property is subject. The

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