**Exhibit 33.4**

** **

** **

**MANAGEMENT’SASSERTION OF COMPLIANCE**

 

 

Management of the Trust &Securities Services department of Deutsche Bank National Trust Company and DeutscheBank Trust Company Americas (collectively the “Company”) is responsible forassessing compliance with the servicing criteria set forth in Item 1122(d) ofRegulation AB promulgated by the Securities and Exchange Commission.  Management has determined that the servicingcriteria are applicable in regard to the servicing platform for the period as follows:

 

Platform: Publicly-issued (*i.e.*,transaction-level reporting required under the Securities Exchange Act of 1934,as amended) residential mortgage-backed securities, commercial mortgage-backedsecurities and other asset-backed securities issued on or after January 1,2006 for which the Company provides trustee, securities administration, payingagent or custodian services, excluding any publicly issued transactionssponsored or issued by any government sponsored entity (the “Platform”).

 

Applicable ServicingCriteria:  All servicing criteria set forth in Item1122(d), except for the following 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) and 1122(d)(4)(xiv), which management has determined are notapplicable to the activities the Company performs with respect to the Platform(the “Applicable Servicing Criteria”). Servicing criterion 1122 (d)(4)(iii) is applicable to theactivities the Company performs with respect to the Platform only as it relatesto the Company’s obligation to report additions, removals or substitutions onreports to investors in accordance with the transactions agreements.  With respect to applicable servicingcriterion 1122(d)(1)(iii), there were no activities performed during the twelvemonths ended December 31, 2007 with respect to the Platform, because therewere no occurrences of events that would require the Company to perform such activities.

 

Period: Twelve months ended December 31, 2007 (the “Period”).

 

Management’sinterpretation of Applicable Servicing Criteria:  The Company’smanagement has determined that servicing criteria 1122(d)(1)(iii) isapplicable only with respect to its continuing obligation to act as, or locatea, successor servicer under the circumstances referred to in certain governingdocuments.  It is management’sinterpretation that Deutsche Bank Trust Company Americas has no other activeback-up servicing responsibilities in regards to 1122(d)(1)(iii) as of andfor the Period.

 

Third parties classifiedas vendors:  With respect to servicing criteria1122(d)(2)(i), 1122(d)(4)(i), and 1122(d)(4)(ii), management has engagedvarious vendors to perform the activities required by these servicingcriteria.  The Company’s management hasdetermined that these vendors are not considered a “service” as defined in Item1101(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 (“Interpretation17.06”).  As permitted by Interpretation17.06, management has asserted that it has policies and procedures in place toprovide reasonable assurance that the vendor’s activities comply in allmaterial respects with the servicing criteria applicable to each vendor.  The Company’s management is solelyresponsible for determining that it meets the SEC requirements to applyInterpretation 17.06 for the vendors and related criteria.

 

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

 

1.  The Company’s management is responsible forassessing the Company’s compliance with the Applicable Servicing Criteria.

 

2.  The Company’s management has assessedcompliance with the Applicable Servicing Criteria, including servicing criteriafor which compliance is determined based on Interpretation 17.06 as describedabove.  In performing this assessment,management used the criteria set forth by the Securities and ExchangeCommission in paragraph (d) of Item 1122 of Regulation AB.

 

3.  Based on such assessment, as of and for thePeriod, the Company has complied, in all material respects, with the ApplicableServicing 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 |
|   |                                      |   |
|   | By:                                       | /s/ KEVIN FISCHER |
|   |                                      | Name: Kevin Fischer |
|   |                                      | Its: Director |
|   |                                      |   |
|   | 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 |
|        |                                           |  |  |

 

 

Dated: February 29, 2008

 

----