UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended: December 31, 2006
                                       or
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
   EXCHANGE ACT OF 1934
For Transition period ______________________________


             Commission File Number of issuing entity: 333-131196-02
                        HOME EQUITY LOAN TRUST 2006-HSA3
           (Exact name of issuing entity as specified in its charter)

                RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
              (Exact name of depositor as specified in its charter)

                        RESIDENTIAL FUNDING COMPANY, LLC
               (Exact name of sponsor as specified in its charter)

                                    Delaware
                       ------------------------ ---------
      (State or other jurisdiction of incorporation or organization of the
                                 issuing entity)

            c/o Residential Funding Company, LLC, as Master Servicer
                         8400 Normandale Lake Boulevard
                          Minneapolis, Minnesota 55437
                ------------------ -----------------------------
           (Address of principal executive offices of issuing entity)

             (952) 857-7000 (Telephone number, including area code)

                                      None
                      (I.R.S. Employer Identification No.)

                                       N/A
           (Former name, former address, if changed since last report)

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.

<PAGE>

Yes |X|  No  |_|
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.
|X| Yes           |_| 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 registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference in Part II of the Form 10-K or any  amendment to this
Form 10-K. |X| [Item 405 of Regulation S-K is 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 and large
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 |_| No |X| Registrant has no voting or non-voting  common
equity outstanding held by non-affiliates.


<PAGE>


                                     PART I

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE  WITH GENERAL  INSTRUCTION J
TO FORM 10-K:

Item 1: Business.
Item 1A: Risk Factors.
Item 2: Properties.
Item 3: Legal Proceedings.
Item 4: Submission of Matters to a Vote of Security Holders.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not Applicable.

SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM
10-K:

ITEM 1112(B) OF REGULATION AB. SIGNIFICANT OBLIGORS OF POOL ASSETS
(FINANCIAL INFORMATION).

None.

ITEM 1114(B)(2) OF REGULATION AB: CREDIT ENHANCEMENT AND OTHER SUPPORT,
EXCEPT FOR CERTAIN DERIVATIVES INSTRUMENTS (FINANCIAL INFORMATION).

    Financial Statements of Financial Security Assurance Inc. for the Period
    Ended December 31, 2006 are incorporated by reference as Exhibit 99.1 to
                           this Report on Form 10-K.

ITEM 1115(B) OF REGULATION AB: CERTAIN DERIVATIVES INSTRUMENTS (FINANCIAL
INFORMATION).

Based  on the  standards  set  forth  in  Item  1115(b)  of  Regulation  AB,  no
information is required in response to this Item.

ITEM 1117 OF REGULATION AB: LEGAL PROCEEDINGS.

There are no material pending legal or other proceedings  involving the mortgage
loans or Residential Funding Company,  LLC ("Residential  Funding"),  as sponsor
and master  servicer,  Residential  Funding  Mortgage  Securities  II, Inc.,  as
depositor, Home Equity Loan Trust 2006-HSA3, as the issuing entity,  Homecomings
Financial,   LLC   ("Homecomings")   and  GMAC  Mortgage,   LLC  ("GMACM"),   as
subservicers,  or other  parties  described in Item 1117 of  Regulation AB that,
individually  or in the  aggregate,  would  have a  material  adverse  impact on
investors in the securities (the "Securities") to which this report relates.


<PAGE>

Residential  Funding,  Homecomings  and GMACM are  currently  parties to various
legal  proceedings  arising  from time to time in the  ordinary  course of their
businesses,  some of which  purport to be class  actions.  Based on  information
currently available,  it is the opinion of Residential Funding,  Homecomings and
GMACM that the  eventual  outcome of any  currently  pending  legal  proceeding,
individually  or in the  aggregate,  will not have a material  adverse effect on
their ability to perform their obligations in relation to the mortgage loans. No
assurance,  however,  can be  given  that  the  final  outcome  of  these  legal
proceedings, if unfavorable,  either individually or in the aggregate, would not
have a material adverse impact on Residential Funding, Homecomings or GMACM. Any
such  unfavorable  outcome  could  adversely  affect the ability of  Residential
Funding,  Homecomings  or GMACM to perform its servicing  duties with respect to
the  mortgage  loans and  potentially  lead to the  replacement  of  Residential
Funding, Homecomings or GMACM with a successor servicer.


                                     PART II

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE  WITH GENERAL  INSTRUCTION J
TO FORM 10-K:

Item 5:  Market for Registrant's Common Equity, Related Stockholder Matters
         and Issuer Purchases of Equity Securities.
Item 6:  Selected Financial Data.
Item 7:  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.
Item 7A: Quantitative and Qualitative Disclosures about Market Risk.
Item 8:  Financial Statements and Supplementary Data.
Item 9:  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure.
Item 9A: Controls and Procedures.

ITEM 9B: OTHER INFORMATION.

None.

                                    PART III

THE FOLLOWING ITEMS HAVE BEEN OMITTED IN ACCORDANCE  WITH GENERAL  INSTRUCTION J
TO FORM 10-K:

Item 10: Directors and Executive Officers of the Registrant.
Item 11: Executive Compensation.
Item 12: Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters.
Item 13: Certain Relationships and Related Transactions.
Item 14: Principal Accountant Fees and Services.


<PAGE>

SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH GENERAL INSTRUCTION J TO FORM
10-K:

ITEM 1119 OF REGULATION AB:  AFFILIATIONS AND CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS.

Information  contemplated  by Item 1119 of  Regulation  AB has been omitted from
this report in reliance on the Instruction to Item 1119.

ITEM 1122 OF REGULATION AB: COMPLIANCE WITH APPLICABLE SERVICING CRITERIA.

Each of  Residential  Funding  Company,  LLC, GMAC  Mortgage,  LLC,  Homecomings
Financial,  LLC,  JPMorgan Chase Bank, N.A., The Bank of New York Trust Company,
N.A.  and  Wells  Fargo  Bank,   National   Association   (each,   a  "Servicing
Participant") has been identified by the registrant as a party  participating in
the  servicing  function  with  respect to the pool  assets  held by the Issuing
Entity.  Each Servicing  Participant  has completed a report on an assessment of
compliance with the servicing criteria applicable to such Servicing  Participant
(each,  a "Report on  Assessment")  as of  December  31, 2006 and for the period
covered by this Form 10-K,  which Reports on Assessment are attached as exhibits
to this Form 10-K.  In  addition,  each  Servicing  Participant  has provided an
attestation report (each, an "Attestation  Report") by a registered  independent
public  accounting  firm  regarding  its  related  Report  on  Assessment.  Each
Attestation Report is attached as an exhibit to this Form 10-K.

A Servicing  Participant may engage one or more vendors to perform  specific and
limited,  or scripted  activities  that  address all or a portion of one or more
servicing criteria applicable to such Servicing Participant. In general in these
cases,  the Servicing  Participant  has  instituted  policies and  procedures to
monitor whether such vendors'  activities  comply in all material  respects with
such  servicing  criteria,  and may elect to take  responsibility  for assessing
compliance with the servicing criteria applicable to such vendors' activities in
such  Servicing   Participant's  Report  on  Assessment.   Where  the  Servicing
Participant  has not  instituted  such  policies  and  procedures,  or where the
Servicing  Participant  does  not  otherwise  elect to take  responsibility  for
assessing its vendors'  activities,  the vendor is itself treated as a Servicing
Participant  and is required to provide its own Report on Assessment and related
Attestation Report.

Except as disclosed below, no Report on Assessment or related Attestation Report
has identified  (i) any material  instance of  noncompliance  with the servicing
criteria  identified  in such Report on  Assessment as applicable to the related
Servicing  Participant  or  (ii)  any  material  deficiency  in  such  Servicing
Participant's policies and procedures to monitor vendor compliance.

Exceptions:

Residential  Funding  Company,   LLC:  The  Report  on  Assessment  prepared  by
Residential  Funding  Company,  LLC  and the  related  Attestation  Report  have
identified material noncompliance with one servicing criterion applicable to it.
Specifically,   with  regard  to  servicing  criterion  1122(d)(3)(i)(B)  (which
contemplates  that  reports  to  investors  provide  information  calculated  in
accordance with the terms specified in the transaction agreements),  information
required  by the  transaction  agreements  was  excluded  from,  or  incorrectly
reported in, certain of the investor  reports.  The registrant  does not believe
these  reporting  errors had any material  impacts or effects on  investors  and
corrective action was completed to address ongoing compliance.


<PAGE>

JPMorgan Chase Bank, N.A.: The Reports on Assessment  prepared by JPMorgan Chase
Bank, N.A. ("JPM") and the related  Attestation Reports have identified material
instances  of  noncompliance  with  two  servicing  criteria  applicable  to it.
Specifically -

   o  with regard to servicing criterion  1122(d)(3)(i) (which contemplates that
      reports to investors are  maintained in  accordance  with the  transaction
      agreements and applicable SEC requirements),  information  required by the
      transaction  agreements  was excluded  from, or  incorrectly  reported in,
      certain of the investor reports; and

   o  with regard to servicing criterion 1122(d)(3)(ii) (which contemplates that
      amounts due to investors are allocated and remitted in accordance with the
      terms set forth in the transaction  agreements),  certain monthly investor
      distributions contained errors as to amounts due to certain investors.

JPM  indicates in Appendix B to its Report on  Assessment  that these errors and
omissions  were  corrected  and that  appropriate  measures  were taken to avoid
similar errors and omissions. We have not independently verified the accuracy of
JPM's assertions or the adequacy of its remediation efforts.

Platform-Level Reports:

Regulations of the Securities and Exchange  Commission  (the "SEC") require that
each  Servicing  Participant  complete a Report on  Assessment  at a  "platform"
level,  meaning that the transactions covered by the Report on Assessment should
include  all  asset-backed  securities  transactions  involving  such  Servicing
Participant  that are backed by the same asset type.  More recent  guidance from
the SEC staff identifies additional parameters which a Servicing Participant may
apply to define  and  further  limit its  platform.  For  example,  a  Servicing
Participant  may define its  platform  to include  only  transactions  that were
completed  on or after  January  1, 2006 and that were  registered  with the SEC
pursuant  to  the  Securities  Act  of  1933.  Each  Servicing   Participant  is
responsible  for defining its own platform,  and each  platform  will  naturally
differ based on various factors,  including the Servicing Participant's business
model and the transactions in which it is involved.

Based on our understanding of their platforms and the guidance that is available
at this time, we believe that the parameters by which the Servicing Participants
have defined their platforms should be permissible.  However,  because the SEC's
regulations  are new and the guidance  that is available at this time is subject
to clarification or change, we cannot assure you that the SEC and its staff will
necessarily agree.

ITEM 1123 OF REGULATION AB: SERVICER COMPLIANCE STATEMENT.

Each of Residential  Funding  Company,  LLC, GMAC Mortgage,  LLC and Homecomings
Financial,  LLC (each, a "Servicer")  has been identified by the registrant as a
servicer  with  respect to the pool  assets  held by the  Issuing  Entity.  Each
Servicer has  provided a statement  of  compliance  with its  obligations  under
servicing agreement  applicable to such Servicer (a "Compliance  Statement") for
the  period  covered  by this Form 10-K,  in each case  signed by an  authorized
officer of the related  servicer.  Each  Compliance  Statement is attached as an
exhibit to this Form 10-K. None of the Compliance  Statements has identified any
instance where the related Servicer has failed to fulfill its obligations  under
the applicable servicing agreement in any material respects.

                                     PART IV

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

      (a)(1) Not Applicable.

      (a)(2) Not Applicable.

      (a)(3) Not Applicable.

      (b) Exhibits.


<PAGE>

EXHIBIT
NUMBER                                  DESCRIPTION
----------   ------------------------------------------------------------------
3.1          Certificate  of  Incorporation  of  Residential   Funding  Mortgage
             Securities II, Inc. (incorporated by reference to the Annual Report
             on Form 10-K for the period ended December 31, 2006,  filed by Home
             Loan  Trust   2006-HI1  Trust  with  the  Securities  and  Exchange
             Commission).
3.2          Bylaws of Residential Funding Mortgage Securities II, Inc.
             (incorporated by reference to the Annual Report on Form 10-K for
             the period ended December 31, 2006, filed by Home Loan Trust
             2006-HI1 Trust with the Securities and Exchange Commission).
4.1          Servicing  Agreement,  dated as of May 25, 2006, among  Residential
             Funding Company, LLC (formerly Residential Funding Corporation), as
             master servicer,  JPMorgan Chase Bank, N.A., as indenture  trustee,
             and the Home Equity  Loan Trust  2006-HSA3,  as the issuing  entity
             (incorporated  by  reference to the Report on Form 8-K filed by the
             Issuing Entity with the Securities and Exchange  Commission on June
             9, 2006).
4.2          Amended and  Restated  Trust  Agreement,  dated as of May 25, 2006,
             between  Residential  Funding  Mortgage  Securities  II,  Inc.,  as
             depositor,   and  Wilmington   Trust  Company,   as  owner  trustee
             (incorporated  by  reference to the Report on Form 8-K filed by the
             Issuing Entity with the Securities and Exchange  Commission on June
             9, 2006).
4.3          Indenture, dated as of May 25, 2006, between Home Equity Loan Trust
             2006-HSA3, as the issuing entity, and JPMorgan Chase Bank, N.A., as
             indenture  trustee,  and the  Appendix A thereto  (incorporated  by
             reference  to the  Report on Form 8-K filed by the  Issuing  Entity
             with the Securities and Exchange Commission on June 9, 2006).
10.1         Home  Equity Loan  Purchase  Agreement,  dated as of May 25,  2006,
             between  Residential  Funding  Mortgage  Securities  II,  Inc.  and
             Residential  Funding  Company,  LLC (formerly  Residential  Funding
             Corporation)  (incorporated  by reference to the Report on Form 8-K
             filed by the  Issuing  Entity  with  the  Securities  and  Exchange
             Commission on June 9, 2006).
10.2         Financial  Guaranty  Insurance  Bond issued by  Financial  Security
             Assurance Inc. relating to Home Equity  Loan-Backed  Notes,  Series
             2006-HSA3  (incorporated  by  reference  to the  Report on Form 8-K
             filed by the  Issuing  Entity  with  the  Securities  and  Exchange
             Commission on June 9, 2006).
31.1         Certification of Residential Funding Company,  LLC pursuant to Rule
             13a-14(d)/15d-14(d) under the Securities Exchange Act of 1934.
33.1         Report on  Assessment  of  Compliance  with  Servicing  Criteria of
             Residential  Funding  Company,  LLC as of December 31, 2006 and for
             the period covered by this Form 10-K.
33.2         Report on Assessment of Compliance with Servicing  Criteria of GMAC
             Mortgage, LLC as of December 31, 2006 and for the period covered by
             this Form 10-K.
33.3         Report on  Assessment  of  Compliance  with  Servicing  Criteria of
             Homecomings  Financial,  LLC as of  December  31,  2006 and for the
             period covered by this Form 10-K.
33.4         Report on  Assessment  of  Compliance  with  Servicing  Criteria of
             JPMorgan Chase Bank, N.A.
33.5         Report on Assessment of Compliance with Servicing Criteria of
             The Bank of New York Trust Company, N.A.
33.6         Report on Assessment of Compliance with Servicing Criteria of Wells
             Fargo Bank,  National  Association  as of December 31, 2006 and for
             the period covered by this Form 10-K.
34.1         Attestation Report of  PricewaterhouseCoopers  LLP on Assessment of
             Compliance with Servicing Criteria relating to Residential  Funding
             Company, LLC.
34.2         Attestation Report of  PricewaterhouseCoopers  LLP on Assessment of
             Compliance with Servicing Criteria relating to GMAC Mortgage, LLC.
34.3         Attestation Report of  PricewaterhouseCoopers  LLP on Assessment of
             Compliance   with  Servicing   Criteria   relating  to  Homecomings
             Financial, LLC.
34.4         Attestation Report of PricewaterhouseCoopers,  LLP on Assessment of
             Compliance with Servicing Criteria relating to JPMorgan Chase Bank,
             N.A.
34.5         Attestation   Report  of  Ernst  &  Young,  LLP  on  Assessment  of
             Compliance with Servicing Criteria relating to The Bank of New York
             Trust Company, N.A.
34.6         Attestation Report of KPMG, LLP on Assessment of Compliance with
             Servicing Criteria relating to Wells Fargo Bank, National
             Association.
35.1         Servicer Compliance Statement of Residential Funding Company,
             LLC.
35.2         Servicer Compliance Statement of GMAC Mortgage, LLC.
35.3         Servicer Compliance Statement of Homecomings Financial, LLC.
99.1         Financial Statements of Financial Security Assurance Inc.
             (incorporated  by reference to the audited  consolidated  financial
             statements of Financial  Security  Assurance  Inc.  included in the
             Annual  Report on Form 10-K for the period ended  December 31, 2006
             filed  by  Financial  Security  Assurance  Holdings  Ltd.  with the
             Securities and Exchange Commission).


      (c) Not Applicable.



<PAGE>



                                   SIGNATURES

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.

Date:  March 26, 2007
                                        HOME EQUITY LOAN TRUST 2006-HSA3

                                        By: Residential Funding Company,
                                            LLC,
                                              as Master Servicer

                                              By:  /s/ Anthony N. Renzi
                                                   ---------------------
                                                  Name: Anthony N. Renzi
                                                  Title:   Managing Director






<PAGE>


                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                                  DESCRIPTION
----------   ------------------------------------------------------------------
3.1          Certificate  of  Incorporation  of  Residential   Funding  Mortgage
             Securities II, Inc. (incorporated by reference to the Annual Report
             on Form 10-K for the period ended December 31, 2006,  filed by Home
             Loan  Trust   2006-HI1  Trust  with  the  Securities  and  Exchange
             Commission).
3.2          Bylaws of Residential Funding Mortgage Securities II, Inc.
             (incorporated by reference to the Annual Report on Form 10-K for
             the period ended December 31, 2006, filed by Home Loan Trust
             2006-HI1 Trust with the Securities and Exchange Commission).
4.1          Servicing  Agreement,  dated as of May 25, 2006, among  Residential
             Funding Company, LLC (formerly Residential Funding Corporation), as
             master servicer,  JPMorgan Chase Bank, N.A., as indenture  trustee,
             and the Home Equity  Loan Trust  2006-HSA3,  as the issuing  entity
             (incorporated  by  reference to the Report on Form 8-K filed by the
             Issuing Entity with the Securities and Exchange  Commission on June
             9, 2006).
4.2          Amended and  Restated  Trust  Agreement,  dated as of May 25, 2006,
             between  Residential  Funding  Mortgage  Securities  II,  Inc.,  as
             depositor,   and  Wilmington   Trust  Company,   as  owner  trustee
             (incorporated  by  reference to the Report on Form 8-K filed by the
             Issuing Entity with the Securities and Exchange  Commission on June
             9, 2006).
4.3          Indenture, dated as of May 25, 2006, between Home Equity Loan Trust
             2006-HSA3, as the issuing entity, and JPMorgan Chase Bank, N.A., as
             indenture  trustee,  and the  Appendix A thereto  (incorporated  by
             reference  to the  Report on Form 8-K filed by the  Issuing  Entity
             with the Securities and Exchange Commission on June 9, 2006).
10.1         Home  Equity Loan  Purchase  Agreement,  dated as of May 25,  2006,
             between  Residential  Funding  Mortgage  Securities  II,  Inc.  and
             Residential  Funding  Company,  LLC (formerly  Residential  Funding
             Corporation)  (incorporated  by reference to the Report on Form 8-K
             filed by the  Issuing  Entity  with  the  Securities  and  Exchange
             Commission on June 9, 2006).
10.2         Financial  Guaranty  Insurance  Bond issued by  Financial  Security
             Assurance Inc. relating to Home Equity  Loan-Backed  Notes,  Series
             2006-HSA3  (incorporated  by  reference  to the  Report on Form 8-K
             filed by the  Issuing  Entity  with  the  Securities  and  Exchange
             Commission on June 9, 2006).
31.1         Certification of Residential Funding Company,  LLC pursuant to Rule
             13a-14(d)/15d-14(d) under the Securities Exchange Act of 1934.
33.1         Report on  Assessment  of  Compliance  with  Servicing  Criteria of
             Residential  Funding  Company,  LLC as of December 31, 2006 and for
             the period covered by this Form 10-K.
33.2         Report on Assessment of Compliance with Servicing  Criteria of GMAC
             Mortgage, LLC as of December 31, 2006 and for the period covered by
             this Form 10-K.
33.3         Report on  Assessment  of  Compliance  with  Servicing  Criteria of
             Homecomings  Financial,  LLC as of  December  31,  2006 and for the
             period covered by this Form 10-K.
33.4         Report on  Assessment  of  Compliance  with  Servicing  Criteria of
             JPMorgan Chase Bank, N.A.
33.5         Report on Assessment of Compliance with Servicing Criteria of
             The Bank of New York Trust Company, N.A.
33.6         Report on Assessment of Compliance with Servicing Criteria of Wells
             Fargo Bank,  National  Association  as of December 31, 2006 and for
             the period covered by this Form 10-K.
34.1         Attestation Report of  PricewaterhouseCoopers  LLP on Assessment of
             Compliance with Servicing Criteria relating to Residential  Funding
             Company, LLC.
34.2         Attestation Report of  PricewaterhouseCoopers  LLP on Assessment of
             Compliance with Servicing Criteria relating to GMAC Mortgage, LLC.
34.3         Attestation Report of  PricewaterhouseCoopers  LLP on Assessment of
             Compliance   with  Servicing   Criteria   relating  to  Homecomings
             Financial, LLC.
34.4         Attestation Report of PricewaterhouseCoopers,  LLP on Assessment of
             Compliance with Servicing Criteria relating to JPMorgan Chase Bank,
             N.A.
34.5         Attestation   Report  of  Ernst  &  Young,  LLP  on  Assessment  of
             Compliance with Servicing Criteria relating to The Bank of New York
             Trust Company, N.A.
34.6         Attestation Report of KPMG, LLP on Assessment of Compliance with
             Servicing Criteria relating to Wells Fargo Bank, National
             Association.
35.1         Servicer Compliance Statement of Residential Funding Company,
             LLC.
35.2         Servicer Compliance Statement of GMAC Mortgage, LLC.
35.3         Servicer Compliance Statement of Homecomings Financial, LLC.
99.1         Financial Statements of Financial Security Assurance Inc.
             (incorporated  by reference to the audited  consolidated  financial
             statements of Financial  Security  Assurance  Inc.  included in the
             Annual  Report on Form 10-K for the period ended  December 31, 2006
             filed  by  Financial  Security  Assurance  Holdings  Ltd.  with the
             Securities and Exchange Commission).


<PAGE>