-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RIXG1OjfuyTqf0ZksI2Q2weFcmZtd/vgI/8lVC/Sc5nwlQxhhtiDbDcJcfLwzico b+pWuKZ+bH0miz0+zmZJrA== 0001020242-07-000488.txt : 20070330 0001020242-07-000488.hdr.sgml : 20070330 20070330120116 ACCESSION NUMBER: 0001020242-07-000488 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20070329 FILED AS OF DATE: 20070330 DATE AS OF CHANGE: 20070330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPAC SECURED ASSETS CORP., MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-3 CENTRAL INDEX KEY: 0001376223 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-131328-02 FILM NUMBER: 07730673 BUSINESS ADDRESS: STREET 1: 1401 DOVE STREET STREET 2: SUITE 200 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 949-475-3700 MAIL ADDRESS: STREET 1: 1401 DOVE STREET STREET 2: SUITE 200 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 10-K 1 im06s310k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2006 Commission file number: 333-131328-02 Impac Secured Assets Trust 2006-3 (Exact name of issuing entity as specified in its Charter) Impac Secured Assets Corp. (Exact name of depositor as specified in its Charter) Impac Funding Corporation (Exact name of sponsor as specified in its Charter) California 33-0715871 (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification Number) 19500 Jamboree Road Irvine, California 92612 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (949) 475-3600 Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No[X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes[ ] No[X] Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. Not Applicable Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer" in Rule 12b-2 of the Exchange Act. (Check One): Large accelerated filer [ ] Accelerated Filer [ ] Non-accelerated Filer [X] Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Act). [ ] Yes [X ] No State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the of the last business day of the registrant's most recently completed second fiscal quarter Not Applicable. DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not applicable. PART I ITEM 1. Business. Omitted. ITEM 1A. Risk Factors. Omitted. ITEM 1B. Unresolved Staff Comments. Omitted. ITEM 2. Properties. Omitted. ITEM 3. Legal Proceedings. None. ITEM 4. Submission of Matters to a Vote of Security Holders. Omitted. PART II ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Omitted. ITEM 6. Selected Financial Data. Omitted. ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Omitted. ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk. Omitted. ITEM 8. Financial Statements and Supplementary Data. Omitted. ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. Omitted. ITEM 9A. Controls and Procedures. Omitted. ITEM 9A(T). Controls and Procedures. Omitted. ITEM 9B. Other Information. None. PART III ITEM 10. Directors, Executive Officers and Corporate Governance. Omitted. ITEM 11. Executive Compensation. Omitted. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Omitted. ITEM 13. Certain Relationships and Related Transactions, and Director Independence. Omitted. ITEM 14. Principal Accounting Fees and Services. Omitted. PART IV Additional Items Required by General Instruction J (2) Item 1112(b) of Regulation AB, Significant Obligor Financial Information. None. Item 1114(b)(2) and Item 1115(b) of Regulation AB , Significant Enhancement Provider Information. None. Item 1117 of Regulation AB, Legal Proceedings. No applicable updates. Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions. No applicable updates. Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria See Item 15. Item 1123 of Regulation AB, Servicer Compliance Statement See Item 15. ITEM 15. Exhibits, Financial Statement Schedules. (a) List the following documents filed as a part of the report: (1) Not Applicable. (2) Not Applicable. (3) Exhibits Exhibit 1.1 Underwriting Agreement, dated September 27, 2006 among Impac Funding Corporation, Impac Secured Assets Corp., Impac Mortgage Holdings Inc., Bear, Stearns & Co. Inc. and Countrywide Securities Corporation, originally filed on Form 8-K on October 16, 2006 and incorporated by refernece herein. Exhibit 4.1 Pooling and Servicing Agreement, dated as of September 1, 2006 among Impac Secured Assets Corp., as depositor, Impac Funding Corporation, as master servicer, and Deutsche Bank National Trust Company, as trustee, originally filed on Form 8-K on October 16, 2006 and incorporated by refernece herein. Exhibit 31 Section 302 Certification. Exhibit 33.1 Impac Funding Corporation's Annual Report on Assessment of Compliance for Year End December 31, 2006. Exhibit 33.2 GMAC Mortgage, LLC's Annual Report on Assessment of Compliance for Year End December 31, 2006. Exhibit 33.3 Countrywide Home Loans Servicing LP's Annual Report on Assessment of Compliance for Year End December 31, 2006. Exhibit 33.4 Trustee's Annual Report on Assessment of Compliance for Year End December 31, 2006. Exhibit 34.1 Impac Funding Corporation's Annual Attestation Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006. Exhibit 34.2 GMAC Mortgage, LLC's Annual Attestation Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006. Exhibit 34.3 Countrywide Home Loans Servicing LP's Annual Attestation Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006. Exhibit 34.4 Trustee's Annual Attestation Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006. Exhibit 35.1 Impac Funding Corporation's Annual Statement of Compliance for Year End December 31, 2006. Exhibit 35.2 GMAC Mortgage, LLC's Annual Statement of Compliance for Year End December 31, 2006. Exhibit 35.3 Countrywide Home Loans Servicing LP's Annual Statement of Compliance for Year End December 31, 2006. (b) See (a) above. (c) Not Applicable. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. By: Impac Funding Corporation, as Master Servicer on behalf of the Registrant By: /s/: Mario Fegan Mario Fegan Vice President Date: March 29, 2007 EXHIBIT INDEX Exhibit Document 1.1 Underwriting Agreement, dated September 27, 2006 among Impac Funding Corporation, Impac Secured Assets Corp., Impac Mortgage Holdings Inc., Bear, Stearns & Co. Inc. and Countrywide Securities Corporation, originally filed on Form 8-K on October 16, 2006 and incorporated by refernece herein. 4.1 Pooling and Servicing Agreement, dated as of September 1, 2006 among Impac Secured Assets Corp., as depositor, Impac Funding Corporation, as master servicer, and Deutsche Bank National Trust Company, as trustee, originally filed on Form 8-K on October 16, 2006 and incorporated by refernece herein. 31 Section 302 Certification. 33.1 Impac Funding Corporation's Annual Report on Assessment of Compliance for Year End December 31, 2006. 33.2 GMAC Mortgage, LLC's Annual Report on Assessment of Compliance for Year End December 31, 2006. 33.3 Countrywide Home Loans Servicing LP's Annual Report on Assessment of Compliance for Year End December 31, 2006. 33.4 Trustee's Annual Report on Assessment of Compliance for Year End December 31, 2006. 34.1 Impac Funding Corporation's Annual Attestation Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006. 34.2 GMAC Mortgage, LLC's Annual Attestation Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006. 34.3 Countrywide Home Loans Servicing LP's Annual Attestation Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006. 34.4 Trustee's Annual Attestation Report on Assessment of Compliance with Servicing Criteria for Year End December 31, 2006. 35.1 Impac Funding Corporation's Annual Statement of Compliance for Year End December 31, 2006. 35.2 GMAC Mortgage, LLC's Annual Statement of Compliance for Year End December 31, 2006. 35.3 Countrywide Home Loans Servicing LP's Annual Statement of Compliance for Year End December 31, 2006. EX-35.3 2 countrywideasoc353.txt Exhibit 35.3 [LOGO] Countrywide(R) ---------------------- HOME LOANS 400 Countrywide Way February 28, 2007 Simi Valley, California 93065-6298 Impac Secured Assets Corporation 19500 Jamboree Road Irvine, CA 92612 OFFICER'S CERTIFICATE I, Joseph Candelario, hereby certify that I am an officer of Countrywide GP, Inc., general partner of Countrywide Home Loans Servicing LP (the "Servicer"). I further certify, with respect to the applicable servicing agreement relating to the securitization transaction(s) set forth on Exhibit A attached hereto (the "Servicing Agreement") that: (a) A review of the activities of the Servicer during the preceding calendar year and of the performance of the Servicer under the Servicing Agreement has been made under my supervision; and (b) To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Servicing Agreement in all material respects throughout such year. /s/ Joseph Candelario February 28, 2007 - --------------------- ----------------- Joseph Candelario First Vice President Compliance Officer Loan Administration See Deal Name listing on following page. Exhibit A ISAC 2006-1 (Subserviced) ISAC 2006-1 (Subserviced) ISAC 2006-2 (Subserviced) ISAC 2006-3 (Subserviced) ISAC 2006-4 (Subserviced) ISAC 2006-5 (Subserviced) ISAC 2006-5 (Subserviced) ISAC 2006-3 (Subserviced) ISAC 2006-4 (Subserviced) ISAC 2006-2 (Subserviced) ISAC 2006-5 (Subserviced) EX-33.3 3 countrywideassertion333.txt Exhibit 33.3 [LOGO]COUNTRYWIDE(R) ------------------ HOME LOANS 2900 MADERA ROAD SIMI VALLEY, CALIFORNIA 93065-6298 (805) 955-1000 ASSESSMENT OF COMPLIANCE WITH APPLICABLE SERVICING CRITERIA Countrywide Financial Corporation and certain of its subsidiaries, including its direct and indirect wholly-owned subsidiaries, Countrywide Home Loans, Inc. (CHL), Countrywide Tax Services Corporation, Newport Management Corporation, and Countrywide Home Loans Servicing, L.P., a wholly-owned subsidiary of CHL (collectively the "Company") provides this platform-level assessment, for which Countrywide Financial Corporation and such subsidiaries participated in servicing functions, as such term is described under Title 17, Section 229.1122 of the Code of Federal Regulations ("Item 1122 of Regulation AB"), of compliance in respect of the following Applicable Servicing Criteria specified in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission in regard to the following servicing platform for the following period: Platform: publicly-issued (i.e., registered with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended) residential mortgage-backed securities (securities collateralized by residential mortgage loans, including prime, alternative loan products, sub-prime, HELOC and closed seconds) issued on or after January 1, 2006 for which the Company provides cash collection and administration, investor remittances and reporting (except for those activities relating to trustee and paying agent services), and pool asset administration (except for those activities relating to custodial operations of pool assets and related documents), collectively "Servicing Functions" and for which the related issuer has a fiscal year end of December 31, 2006. The platform excludes any transactions issued by any government sponsored enterprise for which the Company provides Servicing Functions. Period: as of and for the year ended December 31, 2006. Applicable Servicing Criteria: all servicing criteria set forth in Item 1122(d), to the extent required in the related agreements, except for the following paragraphs: 1122(d)(1)(iii), 1122(d)(3)(i)(B), only as it relates to information other than that contained in the monthly remittance report delivered by the servicer to the master servicer, trustee, and/or bond administrator, 1122(d)(3)(i)(D), only as it relates to the agreeing with investors' records as to the total unpaid principal balance and number of pool assets serviced by the servicer, 1122(d)(3)(ii), only as it relates to amounts other than amounts remitted by the servicer to the master servicer, trustee, and /or bond administrator, 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(i) and 1122(d)(4)(ii), only as 1122(d)(4)(i) and 1122(d)(4)(ii) relate to the custodial operations of the pool assets and related documents (collateral file) by the document custodian responsible for such functions for the related transaction, and 1122(d)(4)(xv), only as it relates to Item 1115 of Regulation AB (derivative transactions). With respect to the Platform and the Period, the Company provides the following assessment of compliance in respect of the Applicable Servicing Criteria: 1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria. 2. The Company has assessed compliance with the Applicable Servicing Criteria. 3. Other than as identified on Schedule A hereto, as of and for the Period, the Company was in material compliance with the Applicable Servicing Criteria. KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to the Company's foregoing assessment of compliance. COUNTRYWIDE FINANCIAL CORPORATION By: /s/ Steve Bailey ------------------------------------------------ Steve Bailey Its: Senior Managing Director and Chief Executive Officer, Loan Administration Dated: February 28, 2007 By: /s/ Kevin Meyers ------------------------------------------------ Kevin Meyers Its: Managing Director and Chief Financial Officer, Countrywide Home Loans, Inc. Loan Administration Dated: February 28, 2007 Schedule A Material Instances of Noncompliance No material instances of noncompliance: the Company has complied, in all material respects, with the applicable servicing criteria as of and for the year ended December 31, 2006. EX-34.3 4 countrywideattest343.txt Exhibit 34.3 [LOGO] KPMG KPMG LLP Suite 2000 355 South Grand Avenue Los Angeles, CA 90071-1568 Report of Independent Registered Public Accounting Firm The Board of Directors Countrywide Financial Corporation: We have examined management's assessment, included in the accompanying Assessment of Compliance with Applicable Servicing Criteria, that Countrywide Financial Corporation and certain of its subsidiaries, including its direct and indirect wholly owned subsidiaries, Countrywide Home Loans (CHL), Countrywide Tax Services Corporation, Newport Management Corporation, and Countrywide Home Loans Servicing L.P., a wholly owned subsidiary of CHL (collectively the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for publicly issued residential mortgage-backed securities (securities collateralized by residential mortgage loans, including prime, alternative loan products, subprime, HELOC, and closed seconds) issued on or after January 1, 2006, for which the Company provides cash collection and administration, investor remittances, and reporting (except for those activities relating to trustee and paying agent services), and pool asset administration (except for those activities relating to custodial operations of pool assets and related documents), collectively "Servicing Functions", excluding any transactions issued by any government sponsored enterprise for which the Company provides Servicing Functions (the Platform), except for servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), only as it relates to information other than that contained in the monthly remittance report delivered by the servicer to the master servicer, trustee, and/or bond administrator, and 1122(d)(3)(i)(D), only as it relates to the agreeing with investors' records as to the total unpaid principal balance and number of pool assets serviced by the servicer, 1122(d)(3)(ii), only as it relates to amounts other than amounts remitted by the servicer to the master services, trustee, and/or bond administrator, 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(i), and 1122(d)(4)(ii), only as 1122(d)(4)(i) and 1122(d)(4)(ii) relate to the custodial operations of the pool assets and related documents (collateral file) by the document custodian responsible for such functions for the related transaction and 1122(d)(4)(xv) only as it relates to Item 1115 of Regulation AB (derivative transactions), as of and for the year ended December 31, 2006. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assessment about the Company's compliance based on our examination. Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. In our opinion, management's assessment that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2006 is fairly stated in all material respects. /s/ KPMG LLP Los Angeles, California February 28, 2007 2 EX-33.4 5 dbassertion334.txt Exhibit 33.4 Appendix I MANAGEMENT'S ASSERTION OF COMPLIANCE Management of the Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the "Company") is responsible for assessing compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. Management has determined that the servicing criteria are applicable in regard to the servicing platform for the period as follows: Platform: Publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities and other asset-backed securities issued on or after January 1, 2006 for which the Company provides trustee, securities administration or paying agent services, excluding any publicly issued transactions sponsored or issued by any government sponsored entity (the "Platform"). Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), except for the following criteria: 1122(d)(2)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the "Applicable Servicing Criteria"). Period: Twelve months ended December 31, 2006 (the "Period"). Management's interpretation of Applicable Servicing Criteria: The Company's management has determined that servicing criteria 1122(d)(1)(iii) is applicable only with respect to its continuing obligation to act as, or locate a, successor servicer under the circumstances referred to in certain governing documents. It is management's interpretation that Deutsche Bank Trust Company America has no other active back-up servicing responsibilities in regards to 1122(d)(1)(iii) as of and for the Period. Third parties classified as vendors: With respect to servicing criteria 1122(d)(2)(i), 1122(d)(4)(i), and 1122(d)(4)(ii), management has engaged various vendors to perform the activities required by these servicing criteria. The Company's management has determined that these vendors are not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company's management has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06, management has asserted that it has policies and procedures in place to provide reasonable assurance that the vendor's activities comply in all material respects with the servicing criteria applicable to each vendor. The Company's management is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria. With respect to the Platform, the Company's management provides the following assertion of compliance with respect to the Applicable Servicing Criteria: 1. The Company's management is responsible for assessing the Company's compliance with the Applicable Servicing Criteria as of and for the Period. 2. The Company's management has assessed compliance with the Applicable Servicing Criteria, including servicing criteria for which compliance is determined based on Interpretation 17.06 as described above, as of and for the Period. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. 3. Based on such assessment, as of and for the Period, the Company has complied, in all material respects, with the Applicable Servicing Criteria. KPMG LLP, a registered public accounting firm, has issued an attestation report with respect to the management's assertion of compliance with the Applicable Servicing Criteria as of and for the Period. Appendix I DEUTSCHE BANK NATIONAL TRUST COMPANY By: /s/ Gary R. Vaughan -------------------------------- Name: Gary R. Vaughan Its: Managing Director By: /s/ David Co -------------------------------- Name: David Co Its: Director By: /s/ Jose Sicilia -------------------------------- Name: Jose Sicilia Its: Managing Director By: /s/ Kevin Fischer -------------------------------- Name: Kevin Fischer Its: Vice President By: /s/ Robert Frier -------------------------------- Name: Robert Frier Its: Director DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Kevin C. Weeks -------------------------------- Name: Kevin C. Weeks Its: Managing Director By: /s/ Jenna Kaufman -------------------------------- Name: Jenna Kaufman Its: Director EX-34.4 6 dbattest344.txt Exhibit 34.4 [LOGO] KPMG KPMG LLP 303 East Wacker Drive Chicago, IL 60601-5212 Report of Independent Registered Public Accounting Firm The Board of Directors The Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas: We have examined management's assertion, included in the accompanying Appendix I, that the Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities and other asset-backed securities issued on or after January 1, 2006, for which the Company provides trustee, securities administration or paying agent services, excluding any publicly issued transactions, sponsored or issued by any government sponsored entity (the Platform), except for servicing criteria 1122(d)(2)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2006. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. As described in management's assertion included in the accompanying Appendix I, for servicing criteria 1122 (d)(2)(i), 1122 (d)(4)(i) and 1122(d)(4)(ii), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that these vendors are not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors' activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company's eligibility to apply Interpretation 17.06. KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative. [LOGO] KPMG In our opinion, management's assertion that the Company complied with the aforementioned servicing criteria, including servicing criteria 1122 (d)(2)(i), 1122 (d)(4)(i) and 1122(d)(4)(ii) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the twelve months ended December 31, 2006 is fairly stated, in all material respects. /s/ KPMG LLP Chicago, Illinois February 28, 2007 Appendix I MANAGEMENT'S ASSERTION OF COMPLIANCE Management of the Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the "Company") is responsible for assessing compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. Management has determined that the servicing criteria are applicable in regard to the servicing platform for the period as follows: Platform: Publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities and other asset-backed securities issued on or after January 1, 2006 for which the Company provides trustee, securities administration or paying agent services, excluding any publicly issued transactions sponsored or issued by any government sponsored entity (the "Platform"). Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), except for the following criteria: 1122(d)(2)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the "Applicable Servicing Criteria"). Period: Twelve months ended December 31, 2006 (the "Period"). Management's interpretation of Applicable Servicing Criteria: The Company's management has determined that servicing criteria 1122(d)(1)(iii) is applicable only with respect to its continuing obligation to act as, or locate a, successor servicer under the circumstances referred to in certain governing documents. It is management's interpretation that Deutsche Bank Trust Company America has no other active back-up servicing responsibilities in regards to 1122(d)(1)(iii) as of and for the Period. Third parties classified as vendors: With respect to servicing criteria 1122(d)(2)(i), 1122(d)(4)(i), and 1122(d)(4)(ii), management has engaged various vendors to perform the activities required by these servicing criteria. The Company's management has determined that these vendors are not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company's management has elected to take responsibility for assessing compliance with the servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06, management has asserted that it has policies and procedures in place to provide reasonable assurance that the vendor's activities comply in all material respects with the servicing criteria applicable to each vendor. The Company's management is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria. With respect to the Platform, the Company's management provides the following assertion of compliance with respect to the Applicable Servicing Criteria: 1. The Company's management is responsible for assessing the Company's compliance with the Applicable Servicing Criteria as of and for the Period. 2. The Company's management has assessed compliance with the Applicable Servicing Criteria, including servicing criteria for which compliance is determined based on Interpretation 17.06 as described above, as of and for the Period. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. 3. Based on such assessment, as of and for the Period, the Company has complied, in all material respects, with the Applicable Servicing Criteria. KPMG LLP, a registered public accounting firm, has issued an attestation report with respect to the management's assertion of compliance with the Applicable Servicing Criteria as of and for the Period. Appendix I DEUTSCHE BANK NATIONAL TRUST COMPANY By: /s/ Gary R. Vaughan -------------------------------- Name: Gary R. Vaughan Its: Managing Director By: /s/ David Co -------------------------------- Name: David Co Its: Director By: /s/ Jose Sicilia -------------------------------- Name: Jose Sicilia Its: Managing Director By: /s/ Kevin Fischer -------------------------------- Name: Kevin Fischer Its: Vice President By: /s/ Robert Frier -------------------------------- Name: Robert Frier Its: Director DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Kevin C. Weeks -------------------------------- Name: Kevin C. Weeks Its: Managing Director By: /s/ Jenna Kaufman -------------------------------- Name: Jenna Kaufman Its: Director EX-35.2 7 gmacasoc352.txt Exhibit 35.2 [LOGO] GMAC Mortgage SERVICER COMPLIANCE STATEMENT (Item 1123) GMAC Mortgage, LLC Impac-IM06S3 The undersigned, a duly authorized officer of GMAC Mortgage, LLC, as servicer (the "Servicer") pursuant to the applicable servicing agreement, does hereby certify that: 1. A review of the Servicer's activities during the period covered by the Issuing Entity's report on Form 10-K and of the Servicer's performance under the applicable servicing agreement has been made under my supervision. 2. To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the applicable servicing agreement in all material respects throughout such period. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 6th day of March 2007. By: /s/ Anthony N. Renzi ------------------------------- Name: Anthony N. Renzi Title: Executive Vice President GMAC Mortgage, LLC www.gmacmortgage.com 500 Enterprise Road Horsham, PA 19044 EX-33.2 8 gmacassertion332.txt Exhibit 33.2 [LOGO] GMAC Mortgage ---- Management's Assertion Concerning Compliance With Regulation AB Item 1122 Servicing Criteria March 6, 2007 GMAC Mortgage, LLC (the "Company") has responsibility for assessing compliance to Regulation AB Item 1122(d) Servicing Criteria for the GMACM Private Platform (the "Platform"). As of, and for the period ending December 31, 2006, the Company has used the applicable 1122(d) servicing criteria listed below for assessing compliance: - 1122(d)(1)(i),(ii),(iv); 1122(d)(2)(i),(ii),(iii),(v),(vi), (vii); 1122(d)(3)(iii),(iv); 1122(d)(4)(iii),(iv),(v),(vi), (vii),(viii),(ix),(x),(xi),(xii),(xiii),(xiv),(xv) The following servicing criteria are not applicable to the Company: - 1122(d)(1)(iii); 1122(d)(2)(iv); 1122(d)(3)(i),(ii); 1122(d)(4)(i),(ii) The Company has engaged certain vendors (the "Vendors") to perform specific and limited, or scripted activities, and the Company elects to take responsibility for assessing compliance with the servicing criteria applicable to the Vendors set forth below: - 1122(d)(2)(i) 1122(d)(4)(iv) - A vendor posts cash receipts received via lockbox submission to the Company's lockbox clearing account. - 1122(d)(4)(xi), (xiii) - A vendor provides certain information to the Company to assist the Company in making tax and insurance payments on behalf of certain obligors. The Company has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform taken as a whole. The Company has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of December 31, 2006 and for the Reporting Period with respect to the Platform taken as a whole. The Company has complied, in all material respects, with the applicable servicing criteria above as of and for the period ending December 31, 2006 for the asset-backed transactions listed in Appendix A taken as a whole (such transactions, collectively, the "GMACM Private Platform"). An independent registered public accounting firm has issued an attestation report on the Company's assessment of compliance with the applicable servicing criteria as of, and for the period ending December 31, 2006. /s/ Anthony N. Renzi - --------------------------- Anthony N. Renzi Executive Vice President GMAC Mortgage, LLC EX-34.2 9 gmacattest342.txt Exhibit 34.2 PRICEWATERHOUSECOOPERS [LOGO] - -------------------------------------------------------------------------------- PricewaterhouseCoopers LLP 300 Madison Avenue New York NY 10017 Telephone (646) 471-3000 www.pwc.com Report of Independent Registered Public Accounting Firm To the Board of Directors of Residential Capital, LLC: We have examined management's assertion, included in the accompanying Management's Assertion Concerning Compliance with Regulation AB Item 1122 Servicing Criteria, that GMAC Mortgage, LLC (the "Company"), a subsidiary of Residential Capital, LLC, complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for the GMACM Private Platform (the "Platform"), as of and for the year then ended December 31, 2006, excluding criteria 1122(d)(1)(iii); 1122(d)(2)(iv); 1122(d)(3)(i),(ii); and 1122(d)(4)(i),(ii), which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform. Appendix A to management's assertion identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion based on our examination. Our examination was conducted in accordance with standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. In our opinion, management's assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2006, for the GMACM Private Platform is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP New York, New York March 6, 2007 EX-35.1 10 impacasoc351.txt Exhibit 35.1 IMPAC FUNDING CORPORATION 19500 JAMBOREE ROAD | IRVINE, CA | 92612 WWW.IMPACCOMPANIES.COM | 1-800-597-4101 ITEM 1123 ANNUAL STATEMENT OF COMPLIANCE Impac Funding Corporation Impac Secured Assets Corp, 2006-3 I, Mario Fegan, a duly authorized officer of Impac Funding Corporation, as master servicer (the "Master Servicer") pursuant to the Pooling and Servicing Agreement (the "Agreement"), hereby certify that: 1. A review of the Master Servicer's activities during the period from and including January 1, 2006 through and including December 31, 2006 (the "Reporting Period") and of the Master Servicer's performance under the Agreement has been made under my supervision. 2. To the best of my knowledge, based on such review, the Master Servicer has fulfilled all of its obligations under the Agreement in all material respects throughout the Reporting Period. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this 20th day of March 2007. [LOGO] IMPAC(R) By: /s/ Mario Fegan -------------------------- Name: Mario Fegan Title: V.P., Master Servicing EX-33.1 11 impacassert331.txt Exhibit 33.1 [LOGO] IMPAC(R) IMPAC FUNDING CORPORATION 19500 JAMBOREE ROAD | IRVINE, CA | 92612 WWW.IMPACCOMPANIES.COM | 1-800-597-4101 MANAGEMENT'S ASSERTION ON COMPLIANCE WITH REGULATION AB CRITERIA Impac Funding Corporation (the "Asserting Party" or "Master Servicer") is responsible for assessing compliance as of and for the year ended December 31, 2006 (the "Reporting Period") with the servicing criteria set forth in Title 17, Section 229.1122(d) of the Code of Federal Regulations (the "CFR"), except for the criteria set forth below in, Section 229.1122(d)(1)(ii) The Master Servicer relies on the annual USAP from its sub-servicers and the executed PSA for each deal in order to monitor the sub-servicers' performance. Section 229.1122(d)(1)(iii) No back-up servicer required by transaction agreements. Section 229.1122(d)(2)(iv) No related accounts for the transaction are required as set forth in the transaction documents. Section 229.1122(d)(2)(vi) All monies are moved via wire transfer. No checks are issued out of these accounts. Section 229.1122(d)(3)(i) Reports to the Commission are the responsibility of the Trustee. The Trustee's 1122 management assertion will attest to this process. The Master Servicer is only responsible for reporting the monthly loan level information to the Trustee. Section 229.1122(d)(3)(iii) The Trustee's 1122 management assertion will attest to the applicable servicing criteria of this section. Section 229.1122(d)(3)(iv) The Trustee's 1122 management assertion will attest to the applicable servicing criteria of this section. Section 229.1122(d)(4)(i) The Document Custodian's 1122 management assertion will attest to the applicable servicing criteria of this section. Section 229.1122(d)(4)(ii) The Document Custodian's 1122 management assertion will attest to the applicable servicing criteria of this section. Section 229.1122(d)(4)(iv) The Sub-servicer's management assertion will attest to the applicable servicing criteria of this section. Section 229.1122(d)(4)(v) The Sub-servicer's management assertion will attest to the applicable servicing criteria of this section. Section 229.1122(d)(4)(vi) The Sub-servicer's management assertion will attest to the applicable servicing criteria of this section. Master Servicing only monitors Sub-servicer's compliance with the transaction agreement and Servicer Guide. Section 229.1122(d)(4)(vii) The Sub-servicer's management assertion will attest to the applicable servicing criteria of this section. Master Servicing only monitors Sub-servicer's compliance with the transaction agreement and Servicer Guide. Section 229.1122(d)(4)(viii) The Sub-servicer's management assertion will attest to the applicable servicing criteria of this section. Section 229.1122(d)(4)(ix) The Sub-servicer's management assertion will attest to the applicable servicing criteria of this section. Master Servicing only monitors Sub-servicer's compliance with the transaction agreement and Servicer Guide. Section 229.1122(d)(4)(x) The Sub-servicer's management assertion will attest to the applicable servicing criteria of this section. Section 229.1122(d)(4)(xi) The Sub-servicer's management assertion will attest to the applicable servicing criteria of this section. Section 229.1122(d)(4)(xii) The Sub-servicer's management assertion will attest to the applicable servicing criteria of this section. Section 229.1122(d)(4)(xiii) The Sub-servicer's management assertion will attest to the applicable servicing criteria of this section. After review of the CFR, the Asserting Party has concluded the above items are not applicable to the publicly-issued mortgage-backed securities issued on or after January 1, 2006, for which the Asserting Party performs master servicing (the Platform). The Asserting Party has assessed its compliance with the Applicable Servicing Criteria for the Reporting Period and has identified no material instances of noncompliance with the servicing criteria set forth in the Sections below. Section 229.1122(d)(1)(i) The Master Servicer has complied with the applicable servicing criteria for this Section. Performance triggers are monitored monthly by management. Events of default are monitored monthly by the Master Servicer and management. Section 229.1122(d)(1)(iv) The Master Servicer has complied with the applicable servicing criteria for this Section. Fidelity Bond and E&O coverage were in effect for the entire Reporting Period. Section 229.1122(d)(2)(i) The Master Servicer has complied with the applicable servicing criteria for this Section. The Master Servicer has deposited payments into the appropriate bank accounts as specified in the transaction agreements. Section 229.1122(d)(2)(ii) The Master Servicer has complied with the applicable servicing criteria for this Section. The Master Servicer has ensured wires are authorized by the proper personnel. Section 229.1122(d)(2)(iii) The Master Servicer has complied with the applicable servicing criteria for this Section. The Master Servicer has made advances as required by the applicable transaction agreements. Section 229.1122(d)(2)(v) The Master Servicer has complied with the applicable servicing criteria for this Section. The Master Servicer ensures the custodial accounts are maintained at a federally insured institution meeting the requirements of the transaction agreements. Section 229.1122(d)(2)(vii) The Master Servicer has complied with the applicable servicing criteria for this Section. The Master Servicer reconciles each custodial account and related clearing account within the timeframe specified in the transaction agreements. Section 229.1122(d)(3)(ii) The Master Servicer has complied with the applicable servicing criteria for this Section. The Master Servicer has remitted the necessary funds to the Trustee in accordance with the transaction documents. Section 229.1122(d)(3)(iii) The Master Servicer has complied with the applicable servicing criteria for this Section. There were no additions and no substitutions and only one removal during the Reporting Period. The removal was performed in accordance with the transaction agreements. Section 229.1122(d)(4)(xiv) The Master Servicer has complied with the applicable servicing criteria for this Section. There were no charge-offs or accounts deemed uncollectible during the Reporting Period. Master servicing will continue to monitor delinquencies reported by its Sub-servicers. Section 229.1122(d)(4)(xv) The Master Servicer has complied with the applicable servicing criteria for this Section. The Master Servicer has reviewed all external enhancements for their compliance with the applicable transaction agreements. The Asserting Party has furthermore concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria for the Platform for the Reporting Period. Ernst & Young LLP, an independent registered public accounting Firm, has issued an attestation report on the assessment of compliance with the Applicable Servicing Criteria for the Platform for the Reporting Period as set forth in this assertion. /s/ Mario Fegan - ----------------------------------- Mario Fegan Vice President, Master Servicing Impac Funding Corp. EX-34.1 12 impacattest341.txt Exhibit 34.1 [LOGO] ERNST & YOUNG Ernst & Young LLP Phone: (949) 794-2300 Suite 1000 Fax: (949) 437-0590 18111 Von Karman Avenue www.ey.com Irvine, California 92612-1007 Report of Independent Registered Public Accounting Firm The Board of Directors Impac Funding Corporation We have examined management's assertion, included in the accompanying Management's Assertion on Compliance with Regulation AB Criteria, that Impac Funding Corporation (the Company), a wholly-owned subsidiary of Impac Mortgage Holdings, Inc., complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission's Regulation AB for the publicly-issued mortgage-backed securities issued on or after January 1, 2006, for which the Company performs master servicing (the Platform) as of and for the year ended December 31, 2006, except for criteria 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(2)(iv), 1122(d)(2)(vi), 1122(d)(3)(i), 1122(d)(3)(iii), 1122(d)(3)(iv), 1122(d)(4)(i), 1122(d)(4)(ii), and 1122(d)(4)(iv) through 1122(d)(4)(xiii), which the Company has determined are not applicable to the activities performed by them with respect to the servicing Platform covered by this report. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company's compliance with the servicing criteria based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. A Member Practice of Ernst & Young Global [LOGO] ERNST & YOUNG Ernst & Young LLP In our opinion, management's assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2006 for the Platform is fairly stated, in all material respects. /s/ Ernst & Young LLP March 15,2007 EX-31 13 impacsox31.txt Exhibit 31 [IMPAC LOGGO] IMPAC FUNDING CORPORATION 19500 JAMBOREE ROAD o IRVINE, CA o 92612 WWW.IMPACCOMPANIES.COM o 1.800.597.4101 CERTIFICATION TO BE PROVIDED BY THE MASTER SERVICER WITH FORM 10-K Re: Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2006-3 I, Mario Fegan, certify that: 1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Impac Secured Assets Corp. Mortgage Pass-Through Certificates, Series 2006-3 (the "Exchange Act periodic reports"); 2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports; 4. I am responsible for reviewing the activities performed by the servicers and based on my knowledge and the compliance reviews conducted in preparing the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements; and Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements; and 5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K. In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties, Countrywide Home Loans, Inc., GMAC Mortgage, LLC, Deutsche Bank National Trust Company. Date: 3/22/07 /s/ Mario Fegan -------------------------- Mario Fegan V.P., Master Servicing -----END PRIVACY-ENHANCED MESSAGE-----