**Exhibit33.4**

MANAGEMENT’SASSERTION OF COMPLIANCE

Management of the Trust& Securities Services department of Deutsche Bank National Trust Companyand Deutsche Bank Trust Company Americas (collectively the “Company”) isresponsible for assessing compliance with the servicing criteria set forth inItem 1122(d) of Regulation AB promulgated by the Securities and ExchangeCommission. Management has determined that the servicing criteria areapplicable in regard to the servicing platform for the period as follows:

Platform: Publicly-issued(i.e., transaction-level reporting required under the Securities Exchange Actof 1934, as amended) residential mortgage-backed securities and otherasset-backed securities issued on or after January 1, 2006 for which the Companyprovides trustee, securities administration or paying agent services, excludingany publicly issued transactions sponsored or issued by any governmentsponsored entity (the “Platform”).

Applicable ServicingCriteria: All servicing criteria set forth in Item 1122(d), except for thefollowing criteria: 1122(d)(2)(iii), 1122(d)(4)(iv), 1122(d)(4)(v),1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix),1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and1122(d)(4)(xiv), which management has determined are not applicable to the activitiesthe Company performs with respect to the Platform (the “Applicable ServicingCriteria”).

Period: Twelve monthsended December 31, 2006 (the “Period”).

Management’sinterpretation of Applicable Servicing Criteria: The Company’s management hasdetermined that servicing criteria 1122(d)(1)(iii) is applicable only withrespect to its continuing obligation to act as, or locate a, successor servicerunder the circumstances referred to in certain governing documents. It ismanagement’s interpretation that Deutsche Bank Trust Company America has no otheractive back-up servicing responsibilities in regards to 1122(d)(1)(iii) as ofand for the Period.

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Third parties classifiedas vendors: With respect to servicing criteria 1122(d)(2)(i), 1122(d)(4)(i),and 1122(d)(4)(ii), management has engaged various vendors to perform theactivities required by these servicing criteria. The Company’s management hasdetermined that these vendors are not considered a “servicer” as defined inItem 1101(j) of Regulation AB, and the Company’s management has elected to takeresponsibility for assessing compliance with the servicing criteria applicableto each vendor as permitted by Interpretation 17.06 of the SEC Division ofCorporation Finance Manual of Publicly Available Telephone Interpretations(“Interpretation 17.06”). As permitted by Interpretation 17.06, management hasasserted that it has policies and procedures in place to provide reasonableassurance that the vendor’s activities comply in all material respects with theservicing criteria applicable to each vendor. The Company’s management issolely responsible for determining that it meets the SEC requirements to applyInterpretation 17.06 for the vendors and related criteria.

With respect to thePlatform, the Company’s management provides the following assertion ofcompliance with respect to the Applicable Servicing Criteria:

1. The Company’smanagement is responsible for assessing the Company’s compliance with theApplicable Servicing Criteria as of and for the Period.

2. The Company’smanagement has assessed compliance with the Applicable Servicing Criteria,including servicing criteria for which compliance is determined based onInterpretation 17.06 as described above, as of and for the Period. Inperforming this assessment, management used the criteria set forth by theSecurities and Exchange Commission in paragraph (d) of Item 1122 of RegulationAB.

3. Based on suchassessment, as of and for the Period, the Company has complied, in all materialrespects, with the Applicable Servicing Criteria.

KPMG LLP, a registeredpublic accounting firm, has issued an attestation report with respect to themanagement’s assertion of compliance with the Applicable Servicing Criteria asof and for the Period.

 
|        |                                 |                   |   |
|--------|--------------------------------------|------------------------|--------|
|   |                                 |                   |   |
|        | DEUTSCHE BANK NATIONAL TRUST COMPANY |                   |   |
|   |                                 |                   |
|   |                                 |                   |
|   | By:                                  | /s/ Gary R.  Vaughan   |   |
|   |                                 | Name: Gary R. Vaughan  |   |
|   |                                 | Its: Managing Director |   |
|   |                                 |                   |   |
|   |                                 |                   |   |
|   | By:                                  | /s/ David Co           |   |
|   |                                 | Name: David Co         |   |
|   |                                 | Its: Director          |   |
|   |                                 |                   |
|   |                                 |                   |
|   | By:                                  | /s/ Jose  Sicilia      |   |
|        |                                 | Name: Jose Sicilia     |
|   |                                 | Its: Managing Director |
|        |                                      |                        |        |  |  |

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|        |                                 |                   |
|--------|--------------------------------------|------------------------|
|   | By:                                  | /s/ Kevin  Fischer     |
|   |                                 | Name: Kevin Fischer    |
|   |                                 | Its: Vice President    |
|   |                                 |                   |
|   |                                 |                   |
|   | By:                                  | /s/ Robert  Frier      |
|   |                                 | Name: Robert Frier     |
|   |                                 | Its: Director          |
|   |                                 |
|   |                                 |
|   |                                 |
|   | DEUTSCHE BANK TRUST COMPANY AMERICAS |
|   |                                 |
|   |                                 |
|   | By:                                  | /s/ Kevin C.  Weeks    |
|   |                                 | Name: Kevin C. Weeks   |
|   |                                 | Its: Managing Director |
|   |                                 |
|   | By:                                  | /s/ Jenna  Kaufman     |
|   |                                 | Name: Jenna Kaufman    |
|   |                                 | Its: Director          |

 

 

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