**CERTIFICATIONS**




Re :  **Deutsche
      Mortgage & Asset Receiving Corporation, Commercial Mortgage Pass-Through
      Certificates, Series CD 2006-CD3** ,
      issued
      pursuant to the Pooling and Servicing Agreement dated as of October 1, 2006
      (the
“ Pooling
      and Servicing Agreement ”)
      between Deutsche Mortgage & Asset Receiving Corporation, as depositor (the
“ Depositor ”),
      Capmark Finance Inc., as general master servicer (the “ General
      Master Servicer ”),
      Wachovia Bank, National Association, as master servicer no. 2 (the “ Master
      Servicer No. 2 ”),
      J.E.
      Robert Company, Inc., as special servicer (the “ Special
      Servicer ”)
      and
      LaSalle Bank National Association, as trustee and paying agent (the
“ Trustee ”).




Capitalized
      terms used but not defined herein have the meanings set forth in the Pooling
      and
      Servicing Agreement.







I,
      Helaine M. Kaplan, President of the Depositor and the senior officer in charge
      of securitization of the Depositor, 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 CD
      2006-CD3 Mortgage Trust (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 the 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.  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
      Pooling and Servicing Agreement or the applicable sub-servicing agreements
      or
      primary servicing agreements in all material respects; 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: LaSalle Bank National Association,
      Capmark Finance Inc., Wachovia Bank, National Association, J.E. Robert Company,
      Inc., Midland Loan Services, Inc., First American Commercial Real Estate
      Services, Inc. and Global Realty Outsourcing, Inc.










Date:
      March 29, 2007




/s/
      Helaine M. Kaplan


Name:
      Helaine M.
      Kaplan


Title:
      President,
      Senior Officer in Charge of Securitization