**Exhibit 33.3**

 

**MANAGEMENT’SASSERTION OF COMPLIANCE**

 

Management of the Trust & SecuritiesServices department of Deutsche Bank National Trust Company and Deutsche BankTrust 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 asfollows:

 

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 providestrustee, securities administration, paying agent or custodian****services, as defined in the transaction agreements,excluding publicly-issued securities sponsored or issued by any governmentsponsored entity (the “Platform”).

 

Applicable Servicing Criteria:  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”). With respect to applicable servicing criterion 1122(d)(1)(iii), therewere no activities performed during the year ended December 31, 2009 withrespect to the Platform, because there were no occurrences of events that wouldrequire the Company to perform such activities.

 

Period:  Year ended December 31, 2009 (the “Period”).

 

Management’s interpretationof Applicable Servicing Criteria:  The Company’s management has determined thatservicing criteria 1122(d)(1)(iii) is applicable only with respect to itscontinuing obligation to act as, or locate a, successor servicer under thecircumstances referred to in certain governing documents.  It is management’s interpretation that theCompany has no other active back-up servicing responsibilities in regards to1122(d)(1)(iii) as of and for the Period. The Company’s management has determined that servicing criterion1122(d)(4)(iii) is applicable to the activities the Company performs withrespect to the Platform only as it relates to the Company’s obligation toreport additions, removals or substitutions on reports to investors inaccordance with the transactions agreements.

 

Third parties classified as 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 none of these vendors is considered a “servicer” as defined inItem 1101(j) of Regulation AB, and the Company’s management has elected totake responsibility for assessing compliance with the servicing criteriaapplicable to each vendor as permitted by Interpretation 17.06 of the SECDivision of Corporation Finance Manual of Publicly Available TelephoneInterpretations (“Interpretation 17.06”). Management has policies and procedures in place designed to providereasonable assurance that the vendors’ activities comply in all materialrespects with the servicing criteria applicable to each vendor.  The Company’s management is solely responsiblefor determining that it meets the SEC requirements to apply Interpretation17.06 for the vendors and related criteria.

 

With respect to the Platform and the Period, theCompany’s management provides the following assertion of compliance withrespect 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 as ofand for the Period, including servicing criteria for which compliance isdetermined based on Interpretation 17.06 as described above.  In performing this assessment, managementused the criteria set forth by the Securities and Exchange Commission inparagraph (d) of Item 1122 of Regulation AB.

 

3.  Based onsuch assessment as of and for the Period, the Company has complied, in allmaterial respects with the applicable servicing criteria.

 

KPMG LLP, a registered public accounting firm, hasissued an attestation report with respect to the Company’s compliance with theApplicable Servicing Criteria as of and for the Period.

 

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|   | **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/  Matt Bowen |
|   |                                      | Name:  Matt Bowen |
|   |                                      | Its:  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 26, 2010

 

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