**MANAGEMENT’SASSERTION OF COMPLIANCE**

 

 

Management of the Trust &Securities Services department of Deutsche Bank National Trust Company andDeutsche Bank Trust Company Americas (collectively the “Company”)is responsible for assessing the servicing criteria set forth in Item 1122(d)of Regulation AB promulgated by the Securities and Exchange Commission todetermine which criteria are applicable to the Company in respect of theservicing platform described below.  Management has determined that theservicing criteria are applicable in regard to the servicing platform as of andfor the period as follows:

 

Platform:  Publicly-issued *(i.e.*, transaction-levelreporting required under the Securities Exchange Act of 1934, as amended) andcertain privately-issued *(i.e.*, for which transaction-level reporting isrequired pursuant to contractual obligation) residential mortgage-backedsecurities, commercial mortgage-backed securities and other asset-backedsecurities issued on or after January 1, 2006,  for which the Companyprovides trustee, certificate administrator, securities administration, payingagent or custodian services, as defined in the transaction agreements,excluding publicly-issued securities sponsored or issued by any governmentsponsored entity (the “Platform”). 

 

Applicable ServicingCriteria:  All servicing criteriaset forth in Item 1122(d), to the extent required by Item 1122(d) servicingcriteria in regards to the activities performed by the Company with respect tothe Platform as to any transaction, except for the following criteria: 1122(d)(4)(iv)– 1122(d)(4)(xiv), which management has determined are not applicable tothe activities the Company performs with respect to the Platform (the“Applicable Servicing Criteria”).  With respect to ApplicableServicing Criteria 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(2)(iii) and1122(d)(4)(iii) there were no activities performed during the year endedDecember 31, 2016 with respect to the Platform, because there were nooccurrences of events that would require the Company to perform suchactivities. 

 

Period:  Year ended December 31, 2016 (the“Period”).

 

Management's interpretationof Applicable Servicing Criteria: The Company’s management has determined that servicing criterion 1122(d)(1)(iii)is applicable only with respect to its continuing obligation to act as, orlocate a, successor servicer under the circumstances referred to in certaintransaction agreements.  It is management's interpretation that theCompany has no other active back-up servicing responsibilities in regards toservicing criterion 1122(d)(1)(iii) as of and for the Period.  TheCompany’s management has determined that servicing criterion1122(d)(1)(v) is applicable only to the activities the Company performs relatedto the mathematically accurate aggregation of information received fromservicers and the accurate conveyance of such information within reports toinvestors.  The Company’s management has determined that servicingcriterion 1122(d)(4)(iii) is applicable to the activities the Company performswith respect to the Platform only as it relates to the Company’sobligation to report additions, removals or substitutions on reports toinvestors in accordance with the transaction agreements. 

 

With respect to the Platformas of and for the Period, the Company’s management provides the followingassertion of compliance with respect to the Applicable Servicing Criteria: 

 

• The Company’smanagement is responsible for assessing the Company’s compliance with theApplicable Servicing Criteria.

 

• The Company’smanagement has assessed compliance with the Applicable ServicingCriteria.  In making this assessment, management used the criteria setforth by the Securities and Exchange Commission in paragraph (d) of Item 1122of Regulation AB.  

 

• Based on suchassessment, the Company has complied, in all material respects with theApplicable Servicing Criteria.  

 

KPMG LLP, an independentregistered public accounting firm, has issued an attestation report with respectto management’s assertion of compliance with the Applicable ServicingCriteria as of and for the Period.

 

 

**DEUTSCHE BANK NATIONALTRUST COMPANY**

 

 

By: /s/ David Co

Name: David Co

Its: Director

 

By: /s/ Matt Bowen

Name: Matt Bowen

Its: Managing Director

 

By: /s/ Kevin Fischer

Name: Kevin Fischer

Its: Director

 

 

**DEUTSCHE BANK TRUST COMPANYAMERICAS**

 

 

By: /s/ David Co

Name: David Co

Its: Director

 

By: /s/ Jenna Kaufman

Name: Jenna Kaufman

Its: Director

 

 

Dated: February 24, 2017