Exhibit 33.4







MANAGEMENT’S
ASSERTION OF COMPLIANCE



Management of the Trust & Securities Services department
of Deutsche Bank National Trust Company and Deutsche 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
to determine which criteria are applicable to the Company in respect of the servicing platform described below. Management has
determined that the servicing criteria 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) and certain privately-issued (i.e., for which transaction-level
reporting is required pursuant to contractual obligation) residential mortgage-backed securities, commercial mortgage-backed securities
and other asset-backed securities issued on or after January 1, 2006 for which the Company provides trustee, securities administration,
paying agent or custodianservices, as defined in the transaction agreements, excluding publicly-issued securities sponsored
or issued by any government sponsored entity (the “Platform”).



Applicable Servicing Criteria:
All servicing criteria set forth in Item 1122(d), except for the following criteria: 1122(d)(2)(iii) and
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 “Applicable Servicing Criteria”). With respect to Applicable Servicing Criteria 1122(d)(1)(ii),
1122(d)(1)(iii), and 1122(d)(4)(iii) there were no activities performed during the year ended December 31, 2012 with respect to
the Platform, because there were no occurrences of events that would require the Company to perform such activities.



Period: Year ended December 31, 2012 (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 continuing
obligation 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 1122(d)(1)(iii)
as of and for the Period. The Company’s management has determined that servicing criterion 1122(d)(4)(iii) is applicable
to the activities the Company performs with respect to the Platform only as it relates to the Company’s obligation to report
additions, removals or substitutions on reports to investors in accordance with the transaction agreements.



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



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



2.  The Company’s management has assessed compliance with
the Applicable Servicing Criteria as of and for the Period. In performing this assessment, management used the criteria set forth
by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.



3.  Based on such assessment as of and for the Period, the Company
has complied, in all material respects with the Applicable Servicing Criteria.



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











| | DEUTSCHE BANK NATIONAL TRUST COMPANY
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| | DEUTSCHE BANK TRUST COMPANY AMERICAS
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Dated: February 28, 2013