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
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Mario Fegan
Vice President, Master Servicing
Impac Funding Corp.