**Exhibit 33.23**

 

 

**MANAGEMENT’S ASSERTION OF COMPLIANCE**  

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

 

Platform:  Publicly-issued (*i.e.*, transaction-levelreporting required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (*i.e.*, for whichtransaction-level reporting is required pursuant to contractual obligation) residential mortgage-backed securities, commercialmortgage-backed securities and other asset-backed securities issued on or after January 1, 2006,  for which the Company providestrustee, certificate administrator, securities administration, paying agent or custodian services, as defined in the transactionagreements, excluding publicly-issued securities sponsored or issued by any government sponsored entity (the “Platform”).

 

Applicable Servicing Criteria:  All servicing criteriaset forth in Item 1122(d), to the extent required by Item 1122(d) servicing criteria in regards to the activities performed bythe Company with respect to the 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 to the activities the Company performs with respect to the Platform (the “ApplicableServicing Criteria”).  With respect to Applicable Servicing Criteria 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(2)(iii)and 1122(d)(4)(iii) there were no activities performed during the year ended December 31, 2015 with respect to the Platform, becausethere were no occurrences of events that would require the Company to perform such activities.

 

Period:  Year ended December 31, 2015 (the “Period”).

 

Management's interpretation of Applicable Servicing Criteria: The Company’s management has determined that servicing criterion 1122(d)(1)(iii) is applicable only with respect to its continuingobligation to act as, or locate a, successor servicer under the circumstances referred to in certain transaction agreements. It is management's interpretation that the Company has no other active back-up servicing responsibilities in regards to servicingcriterion 1122(d)(1)(iii) as of and for the Period.  The Company’s management has determined that servicing criterion1122(d)(1)(v) is applicable to the activities the Company performs with respect to the Platform for all transactions in the Platform,including those issued on or before November 23, 2015 for which compliance was previously assessed under other servicing criteriain accordance with the SEC Division of Corporation Finance’s *Manual of Publicly Available Interpretations on RegulationAB and Related Rules, Interpretation 11.03*, as applicable,  as of and for the Period; provided further that, Managementhas determined that servicing criterion 1122(d)(1)(v) is applicable only to the activities the Company performs related to themathematically accurate aggregation of information received from servicers and the accurate conveyance of such information withinreports to investors.  The Company’s management has determined that servicing criterion 1122(d)(4)(iii) is applicableto the activities the Company performs with respect to the Platform only as it relates to the Company’s obligation to reportadditions, removals or substitutions on reports to investors in accordance with the transaction agreements.

 

With respect to the Platform as of and for the Period, the Company’smanagement provides the following assertion of compliance with respect to the Applicable Servicing Criteria:

 

· The Company’smanagement is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria.

 

· The Company’smanagement has assessed compliance with the Applicable Servicing Criteria.  In making this assessment, management used thecriteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. 

 

· Based on such assessment,the Company has complied, in all material respects with the Applicable Servicing Criteria. 

 

KPMG LLP, an independent registered public accounting firm, hasissued an attestation report with respect to management’s assertion of compliance with the Applicable Servicing Criteriaas of and for the Period.

 

**DEUTSCHE BANK NATIONAL TRUST 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 COMPANY AMERICAS**

 

By: /s/ David Co

Name: David Co

Its: Director

 

By: /s/ Jenna Kaufman

Name: Jenna Kaufman

Its: Director

 

Dated: February 26, 2016